Common use of Like-Kind Exchange Clause in Contracts

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.

Like-Kind Exchange. Seller and Purchaser hereby agree that At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this transaction may be completed as Agreement a like-kind exchange and that each party will assist in completing for the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu benefit of the purchase requesting party in accordance with Section 1031 of the Assets from Seller for Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the consideration provided hereinrequesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, shall have the right at any time prior to Closing to requesting party may assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) “qualified intermediary” or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) “exchange accommodation titleholder” in order to accomplish facilitate, at no cost or expense to the transaction in other, a manner that will comply, either in whole forward or in part, with the requirements of a reverse like-kind exchange pursuant to under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. LikewiseThe non-requesting party will also agree to issue all closing documents, Seller shall have including the right at any time deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for Date shall not be delayed as the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing result of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights exchange; all additional costs in this Agreement in the form reasonably requested connection with such exchange shall be borne by the Qualified Intermediaryexchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and (ii) pay the portion of the Estimated Final Purchase Price attributable losses, including, without limitation, reasonable attorneys’ fees relating to the Assets into a qualified escrow non-exchanging party’s participation in such exchange. This Agreement is not subject to or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement conditioned upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment ability to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofconsummate an exchange.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction At the request of a party hereto (a “Requesting Party”), the other party (a “Cooperating Party”) shall take all such actions as may be completed reasonably requested by the Requesting Party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the Requesting Party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Internal Revenue Service Revenue Procedure 2000-37; provided, however, the Cooperating Party shall not be obligated to bear (and that each party will assist the Requesting Party shall reimburse the Cooperating Party for) any out-of-pocket cost or expense incurred by the Cooperating Party in completing connection with such cooperation other than the sale as Cooperating Party’s incidental counsel fees related to such cooperation. In furtherance of this Section 4.7 and notwithstanding anything contained in this Agreement to the contrary, the Requesting Party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate a forward or reverse like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu exchange under Section 1031 of the purchase of Internal Revenue Code, and the Assets from Seller for Cooperating Party agrees to execute and deliver an acknowledgment and consent to any such assignment by the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion Requesting Party of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) qualified intermediary or an Exchange Accommodation Titleholder (as exchange accommodation titleholder; provided, however, such assignment shall not relieve the Requesting Party of any of its obligations hereunder. Without limiting the foregoing, the Cooperating Party agrees that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order it shall execute and deliver to accomplish the transaction in a manner that will comply, either in whole Requesting Party or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right qualified intermediary at any time or prior to the Closing any and all documents reasonably required or requested by such Requesting Party or the qualified intermediary to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either complete such exchange; provided, however, that, neither party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees shall be required to (ia) consent accept title to Seller’s assignment of its rights in this Agreement in any property other than the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation TitleholderProperties, (iib) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller expend additional amounts of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) money above those amount for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other it is obligated under this Agreement, and that neither party represents to (c) extend the Closing Date, or (d) incur any other that any particular tax treatment will be given to either party as a result thereofmaterial liability or obligation.

Like-Kind Exchange. (a) Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing reserves the sale as a like-kind exchange. As a like-kind exchangeright, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time or prior to Closing the Closing, to assign its rights under this Agreement with respect to all or a portion of its rights under this Agreement the Purchase Price, and that portion of the Properties associated therewith (the “Section 1031 Assets”), to a Qualified Intermediary (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations(a “QI”) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order designated by Seller to accomplish the transaction in a manner that will complyClosing, either in whole or in part, in a manner that will comply with the requirements of a like-kind exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Code. LikewiseIf Seller so elects, Seller shall have the right at any time prior to Closing to may assign all or a portion of its rights to the Section 1031 Assets under this Agreement to a Qualified Intermediary for the same purposeQI. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to Buyer hereby (i) consent consents to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, with respect to any Section 1031 Assets to a QI and (ii) if such assignment is made, agrees to pay the all or a portion of the Estimated Final Purchase Price attributable to into the Assets into a qualified escrow or qualified trust account at the Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested writing by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereofSeller. Seller and Purchaser Buyer acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses a whole or liabilities of a party as a result of the other party’s partial assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, QI shall not release either party Party from any of their its respective liabilities and obligations to each other or expand any such respective liabilities or obligations under this Agreement, and that neither party . Neither Party represents to the other that any particular tax Tax treatment will be given to either party Party as a result of such Like-Kind Exchange. Buyer shall cooperate with Seller in connection with such Like-Kind Exchange but shall not be obligated to pay any additional costs or incur any additional obligations as a result thereof. (b) Buyer shall have the right to request that Seller assign all or any portion of the Properties to a QI designated by Buyer in order for such QI to effect a Like-Kind Exchange for Buyer with respect to the Properties and other assets. Such an assignment of the Properties 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 given to either Party as a result of such Like-Kind Exchange. Seller shall cooperate with Buyer in connection with the assignment of such Properties to effect such Like-Kind Exchange but shall not be obligated to pay any additional costs or incur any additional obligations as a result thereof.

Like-Kind Exchange. Seller In accordance with the terms of the applicable Master Exchange Agreement, the following restrictions shall apply: (a) Property Manager shall instruct the Indenture Trustee to, and Purchaser hereby agree the Indenture Trustee shall, establish and maintain the Exchange Account, in the name of the Qualified Intermediary that shall be administered and operated as provided in the Master Exchange Agreement and the Escrow Agreement. The Exchange Account shall be an Eligible Account. If the Exchange Account is not maintained in accordance with this transaction Section 7.10, and the Indenture Trustee has received written notice thereof pursuant to Section 2.03(iii) of the Escrow Agreement, then the Indenture Trustee and the Qualified Intermediary shall establish a new Exchange Account that complies with this Section 7.10 and transfer into the new Exchange Account all funds from the non-qualifying Exchange Account. The funds held in the Exchange Account may be completed held as a like-kind exchange and that cash or invested in Permitted Investments in accordance with the Escrow Agreement. (b) Subject to the limitations set forth in Section 7.01(a), each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Issuer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) have released from the lien of the Treasury Regulations) or related Mortgage and the Indenture a Released Property for the purposes of consummating an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, accordance with the requirements of a like-kind exchange pursuant to Section 1031 terms of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purposeMaster Exchange Agreement. In the event either party assigns its rights under this Agreement connection with a release of Properties or Loans pursuant to this Section 8.67.09(a), upon the Indenture Trustee’s receipt of an Officer’s Certificate by the applicable Issuer or the Property Manager certifying that all conditions set forth herein have been satisfied, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, the Indenture Trustee shall release to such party agrees to notify the other party in writing of such assignment at Issuer or before Closing. If Seller assigns its rights under this Agreement for this purposedesignee, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by which may include the Qualified Intermediary, the related Lease File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by such Issuer and are reasonably necessary to release any Mortgage or other lien or security interest in such Property and the related Lease from the lien of the Indenture. (c) Any Replacement Property acquired by an Issuer pursuant to the Master Exchange Agreement shall satisfy the criteria set forth in the definition of “Qualified Substitute Property”. (d) No Issuer may transfer a Released Property to the Qualified Intermediary pursuant to this Section and the Master Exchange Agreement unless: (i) no Early Amortization Period or DSCR Sweep Period has occurred and is continuing or would result from the making of such transfer; (ii) pay the portion Termination Date has not occurred and is not then in effect; (iii) STORE Capital has deposited the related Exchange Cash Collateral pursuant to Section 7.11; (iv) the Required Conditions have been satisfied; and (v) the representations and warranties of the Estimated Final Purchase Price attributable Qualified Intermediary in the Master Exchange Agreement are true and correct on and as of the date of such transfer with the same effect as though made on and as of such date. (e) The Relinquished Property Proceeds deposited into the Exchange Account in connection with the sale or disposition of a Relinquished Property shall be an amount equal to or greater than the Fair Market Value of such Relinquished Property. (f) Relinquished Property Proceeds transferred from the Exchange Account to the Assets Release Account pursuant to the Escrow Agreement shall be applied in accordance with Section 3.05(b). (g) In no event shall funds in the Release Account, the Collection Account or the Exchange Reserve Account or any other funds that are subject to the lien of the Indenture be utilized as Additional Subsidies for the purposes of acquiring a Replacement Property pursuant to the Master Exchange Agreement. In no event shall STORE Capital directly deposit any Additional Subsidies into the Exchange Account; provided, that STORE Capital may elect to make a qualified escrow capital contribution to the applicable Issuer and cause such Issuer to deposit such amounts into the Exchange Account as Additional Subsidies. (h) For the avoidance of doubt, the Indenture Trustee shall not have the benefit, directly or qualified trust account at Closing as directed indirectly, of a lien on any amounts on deposit in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to the Exchange Account. (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested Any Replacement Property acquired by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser an Issuer pursuant to this the Master Exchange Agreement upon shall constitute Collateral and become subject to the Qualified Intermediary’s lien of the Indenture in accordance with the terms thereof. To the extent that the Master Exchange Agreement or the Escrow Agreement requires the Property Manager or any Issuer to provide written instruction to the Escrow Agent directing the transfer of Relinquished Property Proceeds from the Exchange Accommodation Titleholder’s payment Account to Seller of a replacement Performance Deposit the Release Account, the Property Manager or such Issuer, as applicable, shall promptly deliver such written instruction in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under accordance with the terms of this the Master Exchange Agreement and the Escrow Agreement) for the Assets ; provided, that in no event shall Additional Subsidies be transferred from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents Account to the other that any particular tax treatment will be given to either party as a result thereofRelease Account.

Like-Kind Exchange. (a) Seller and Purchaser hereby agree shall have the right at its option, to dispose of the Properties, or any portion thereof, through a transaction that this transaction may be completed is structured to qualify as a like-kind exchange and of property within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"). Buyer agrees to cooperate with Seller in effecting a qualifying like-kind exchange through a trust, escrow, or other means as determined by Seller; provided, however, that each party will assist Seller shall hold Buyer harmless from any expense, obligation, or liability, without limitation, which Buyer may suffer in completing connection with or arising out of Buyer's cooperation with Seller's treatment of the sale Properties as part of a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights rights, but not its obligations, under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37Agreement, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, to a "qualified intermediary" (as defined under the Code) or as otherwise necessary or appropriate to effectuate a like-kind exchange and Buyer agrees to recognize said qualified intermediary. Seller shall be solely responsible for assuring the effectiveness of the exchange for Seller's tax purposes and Buyer does not represent to Seller any particular tax treatment will result to Seller as a result thereof. In no event shall any like-kind exchange contemplated by this provision cause an extension of the Closing set forth herein. (b) Buyer shall have the right at its option, to dispose of the Properties, or any portion thereof, through a transaction that is structured to qualify as a like-kind exchange of property within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"). Seller agrees to cooperate with Buyer in effecting a qualifying like-kind exchange through a trust, escrow, or other means as determined by Buyer; provided, however, that Buyer shall hold Seller harmless from any expense, obligation, or liability, without limitation, which Seller may suffer in connection with or arising out of Seller's cooperation with Buyer's treatment of the requirements Properties as a part of a like-kind exchange pursuant to Section 1031 of the Codeexchange. Likewise, Seller Buyer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns rights, but not its rights under this Agreement pursuant to this Section 8.6obligations, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, in whole or in part, to a "qualified intermediary" (as defined under the Code) or as otherwise necessary or appropriate to effectuate a like-kind exchange and that neither party represents Seller agrees to recognize said qualified intermediary. Buyer shall be solely responsible for assuring the other that effectiveness of the exchange for Buyer's tax purposes and Seller does not represent to Buyer any particular tax treatment will be given result to either party Buyer as a result thereof. In no event shall any like-kind exchange contemplated by this provision cause an extension of the Closing set forth herein.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Sellers shall have the right at any time prior to Closing to assign all or a portion of its utilize their rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements part of a like-kind tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable state and local tax Laws. LikewiseIn connection with such an exchange, Seller all or part of the rights of Sellers to receive the payments under Section 3.1 may be assigned to a qualified intermediary, escrow agent, trustee, or other exchange accommodation party, provided that such assignment shall not relieve Sellers of their obligations to Buyer hereunder. Buyer shall provide reasonable cooperation to Sellers in effecting such an exchange, including, without limitation, the execution of escrow instructions and other instruments and the deposit of amounts payable by Buyer to Sellers under Section 3.1 with such a qualified intermediary, escrow agent, trustee, or other exchange accommodation party, provided that: (a) the acquisition and exchange of any exchange property shall not impose upon Buyer any financial obligation in addition to those set out in this Agreement; (b) Buyer shall have no obligation to become a holder of record title to any exchange property; (c) Sellers shall indemnify and hold Buyer harmless from any and all costs and expenses which Buyer incurs or to which Buyer may be exposed as a result of Buyer’s participation in the right at contemplated exchange, specifically including but not limited to any time prior and all taxes, penalties, interest and fees imposed on Buyer as a result thereof and all reasonable attorneys’ fees and costs of defense; (d) the consummation of the transactions contemplated in this Agreement shall not be delayed or affected by reason of such exchange nor shall the consummation or accomplishment of such exchange be a condition precedent or condition subsequent to Closing Sellers’ obligations under this Agreement; (e) Buyer shall not, by this Agreement or acquiescence to assign all or a portion of such exchange, have its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under affected or diminished in any manner; and (f) Buyer shall not, by this Agreement pursuant or acquiescence to this such exchange, be responsible for compliance with or deemed to have warranted to Sellers that such exchange in fact complies with Section 8.6, such party agrees to notify 1031 of the other party in writing of such assignment at Code or before Closingany state or local tax Law. If Seller assigns its rights under this Agreement any exchange contemplated by Sellers should fail to occur, for this purposewhatever reason, Purchaser agrees to (i) consent to Seller’s assignment of its rights the transactions contemplated in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing shall nonetheless be consummated as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofprovided herein.

Like-Kind Exchange. Seller The Parties acknowledge and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase and sale of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements may be part of a liketax-kind free exchange pursuant to under Section 1031 of the CodeCode for either the Purchasers or the Sellers. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party Each Party hereby agrees to notify the other party in writing of such assignment at take all reasonable steps on or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees the Closing Date to (i) consent to Seller’s assignment of its rights in this Agreement in the form facilitate such exchange if reasonably requested by the Qualified Intermediaryother 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 exchanging Party to the other Parties under this Agreement, (c) no Party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange, unless indemnified by the exchanging Party, and (iid) pay no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the portion contrary contained in the foregoing, if one or more Sellers so elect to close the transfer of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purposean exchange, Seller agrees to then (i) consent such Sellers, at their sole option, may delegate their obligations to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for transfer the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents may assign their rights to receive the Purchase Price from the Purchasers, 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 the Sellers or Xxxxx pursuant to this Agreement; (iii) the Sellers and Xxxxx shall remain fully liable for their obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) the closing of the transfer of the Assets to the Purchasers shall be undertaken by direct deed from the Sellers (or, if applicable, from other affiliates of the Sellers whom the Sellers will cause to execute such deeds) to the Purchasers or to exchange accommodation titleholder, as the case may be; and (v) the Sellers shall indemnify, protect, defend and hold harmless the Purchasers from and against any and all liability arising from and out of such exchange by the Sellers. Notwithstanding anything to the contrary contained in the foregoing, if one or more Purchasers so elect to close the acquisition of the Assets as an exchange, then (A) the Purchasers, at their sole option, may delegate their obligations to acquire the Assets under this Agreement, and may assign their rights to receive the Assets from the Sellers, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (B) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of the Purchasers pursuant to this Agreement; (C) the Purchasers shall remain fully liable for their obligations under this Agreement as if such delegation and assignment shall not have taken place; (D) the closing of the acquisition of the Assets by the Purchasers or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the Sellers (or, if applicable, from other affiliates of the Sellers whom the Sellers will cause to execute such deeds) to the Purchasers or to exchange accommodation titleholder, as the case may be; and (E) the Purchasers shall indemnify, protect, defend and hold harmless the Sellers from and against any and all liability arising from and out of such exchange by the Purchasers. No Party participating in a Section 1031 exchange transaction pursuant to this Section 6.9 shall make any representation or warranty to the other that any particular Party concerning the tax treatment will be given to either party as a result thereofof such transaction.

Like-Kind Exchange. Seller (a) Sellers may elect to effect the transfer and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu conveyance of the purchase Partnership Interests as part of a tax-deferred exchange under Section 1031 of the Assets from Seller for the consideration provided hereinCode (a “Section 1031 Exchange”). If Sellers so elect, Sellers shall have the right provide notice to Buyer of their election, and thereafter Sellers: (i) may at any time at or prior to Closing to assign all or a portion of its their rights and obligations under this Agreement to a Qualified Intermediary (“qualified intermediary” as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4), subject to all of Buyer’s rights and obligations hereunder; and (ii) shall promptly provide written notice of such assignment to Buyer. (b) Buyer shall cooperate with Sellers’ reasonable requests intended to allow Sellers to effect the Section 1031 Exchange; provided, however, that Buyer’s obligation to cooperate with Sellers shall be limited and conditioned as follows: (i) Buyer shall receive written notice from Sellers at least three (3) Business Days prior to the Closing Date, which shall identify the parties involved in such Section 1031 Exchange, enclose all documents for which Buyer’s signature shall be required, and instruct Buyer as to any changed manner of payment of the Treasury RegulationsPurchase Price (including having such payment be made to the “qualified intermediary”); (ii) or an Exchange Accommodation Titleholder (as that term is defined Sellers shall pay for any and all reasonable additional costs and expenses incurred by Buyer in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish connection with accommodating the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 Exchange; (iii) Sellers shall not be relieved of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights their obligations under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion reason of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and Section 1031 Exchange; (iv) at Closing, convey and assign directly Sellers’ failure to Purchaser or Purchaser’s effectuate any intended Section 1031 Exchange Accommodation Titleholder (as directed in writing) shall not relieve Sellers from their obligations to consummate the Assets which are the subject of transactions contemplated by this Agreement upon satisfaction and the consummation of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement such Section 1031 Exchange shall not increase the costs, expenses or liabilities of be a party as a result of the other party’s assignment of this Agreement condition precedent to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and Sellers’ obligations to each other under this Agreement; and (v) Buyer shall not be obligated to take legal title to any asset other than the Partnership Interests and the Purchased Assets. (c) Sellers hereby indemnify and agree to defend, and that neither party represents to hold Buyer harmless from and against any claims, costs, damages, expenses, Liabilities and losses incurred by, claimed against or suffered by it arising out of the other that any particular tax treatment will be given to either party as a result thereofSection 1031 Exchange.

Like-Kind Exchange. Seller and Purchaser hereby (a) The parties hereto agree that this transaction may be completed that, no later than two Business Days prior to an Applicable Closing Date, THCI may, for the purpose of treating all or part of the sale of Properties hereunder as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of property ("SECTION 1031 TREATMENT") under Section 1031 of the purchase Code, assign certain rights that it has under this Agreement, including its right to receive all or part of the Assets cash consideration it is entitled to receive at such Closing pursuant to this Agreement, to one or more qualified intermediaries, as defined in Treasury Regulations Section 1.1031(k)-1(g)(4) (each a "QUALIFIED INTERMEDIARY"), and provide notice of such assignment to the Acquirors, provided that no such assignment shall release THCI from Seller its obligations hereunder. In such case, the Acquirors agree to pay such cash consideration directly to a Qualified Intermediary. In such case, on or before the day that is 45 days following the Applicable Closing Date, THCI shall have the right to identify one or more properties to the Qualified Intermediary as replacement properties for the consideration provided hereinProperties with respect to which the Qualified Intermediary received such cash consideration, and, if a property or properties is so identified, shall have the right at any time prior to Closing to assign all have such property or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested properties so identified purchased by the Qualified Intermediary, Intermediary and (ii) pay transferred to THCI on or before the portion of day that is 180 days following the Estimated Final Purchase Price attributable Applicable Closing Date. In no event shall the Acquirors have any right to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously any cash deposited by Purchaser pursuant to this Agreement upon with the Qualified Intermediary’s . (b) The Acquirors agree to cooperate with THCI in taking such further actions that THCI shall determine are reasonable and necessary in securing Section 1031 Treatment for all or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction part of the other conditions Properties. THCI agrees to Closing indemnify the Acquirors against and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase hold the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party Acquirors harmless from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofLosses arising from such cooperation.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser Xxxxxxxxx agrees to to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing Buyer shall cooperate fully, to the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaserextent reasonably requested by Seller, in lieu connection with accommodating an exchange as provided for under Section 1031 or similar section of the purchase of Code and any corresponding state income tax provision (“Like-Kind Exchange”). Seller reserves the Assets from Seller for the consideration provided hereinright, shall have the right at any time or prior to Closing Closing, to assign its rights under this Agreement with respect to all or a portion of its rights under this Agreement the Purchase Price, and that portion of the Purchased Interests associated therewith, to a Qualified Intermediary qualified intermediary (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4)(iii)) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will complythis transaction, either in whole or in part, in a manner that will comply with the requirements of a likeLike-kind exchange pursuant to Section 1031 of the CodeKind Exchange. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to Buyer hereby (ia) consent consents to Seller’s assignment of its rights in this Agreement in with respect to the form reasonably requested by the Qualified Intermediary, Like-Kind Exchange Assets and (iib) pay the if such an assignment is made, agrees to transfer all or a portion of the Estimated Final Purchase Price attributable Closing Amount, or the Post-Closing Payment, as adjusted pursuant to this Agreement, into the Assets into a qualified escrow or qualified trust account at Closing, or on the date the Post-Closing Payment is made, as applicable, as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in writing by Seller; provided that the form reasonably requested Closing shall not be delayed or affected by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction reason of the other conditions to Closing and other terms and conditions hereofLike-Kind Exchange. Seller acknowledges and Purchaser acknowledge and agree agrees that any assignment of this Agreement shall not increase the costs, expenses a whole or liabilities of a party as a result of the other party’s partial assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, qualified intermediary shall not release either party Seller from any of their its respective liabilities and obligations to each other Buyer or expand any liabilities or obligations of Buyer under this Agreement. Buyer shall not be obligated to pay any additional costs or incur any additional obligations in its purchase of the Assets if such costs are the result of Seller’s Like-Kind Exchange, and that neither party represents Seller shall indemnify Buyer Indemnified Parties against any Claims arising from Seller’s Like-Kind Exchange without regard to the other Individual Claim Threshold or Aggregate Claim Deductible. No representations are made that any particular tax treatment will be given to either party as a result thereofof the Like-Kind Exchange.

Like-Kind Exchange. Seller and Purchaser hereby The parties agree that either party may use a qualified intermediary, as such term is defined under Treasury Regulation Section 1.1031(k)-1(g)(4) ("QUALIFIED INTERMEDIARY"), for purposes of consummating the transactions contemplated by this transaction may be completed as Agreement and effecting a like-kind exchange of property pursuant to and in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. Purchaser acknowledges that each party will assist in completing Seller may identify a Qualified Intermediary within ten days of the sale as Closing Date, for purposes of consummating a like-kind exchangeexchange under this Agreement, its right under this Agreement to receive, pledge, borrow or otherwise obtain the benefits of the Purchase Price (all other rights, remedies, liabilities and obligations arising under this Agreement are retained by Seller). As If Purchaser desires to use a Qualified Intermediary, it shall give written notice to Seller at least ten days prior to the Closing Date of its intention to do so, and such notice shall identify such Qualified Intermediary. The parties agree to execute such agreements and other documents as may be necessary to complete and otherwise effectuate the like-kind exchange, Seller and provided that: (a) a party's obligations hereunder shall not be increased; (b) such documents shall not modify a party's representations, warranties or obligations hereunder; (c) the Purchase Price paid by Purchaser agree shall not be different from that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall which Purchaser would have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange paid pursuant to Section 1031 3.1; (d) a party shall not incur any additional cost, expense or liability as a result of the Code. Likewise, its cooperation in such exchange; (e) Seller shall have the right at any time prior to Closing to assign all or a portion of indemnify Purchaser and its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified IntermediaryAffiliates against, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purposeshall hold them harmless from additional expenses, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closingincluding taxes and closing costs, and (iv) at Closing, convey and assign directly any other Liability which Purchaser may sustain or become subject to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment Purchase Price being paid to an intermediary party rather than to Seller and the intermediary's subsequent use of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities the Purchase Price; and obligations to each other under this Agreement, and that (f) neither party represents shall be required to take title to any real property not part of the other that any particular tax treatment will be given to either party as a result thereofAssets.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that (a) Purchaser, in lieu at the request of Seller, agrees to cooperate reasonably with Seller to that Seller may dispose of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction Property in a manner that will comply, either transaction intended to qualify in whole or in part, with the requirements of part as a liketax-kind deferred exchange pursuant to Section 1031 of the Code. LikewiseIn order to implement such exchange: (i) Seller, upon notice to Purchaser, shall assign its rights, but not its obligations, under this Agreement to a third party designated by Seller to act as a qualified intermediary (as such phrase is defined in applicable regulations issued under the Code); (ii) Purchaser shall, and hereby agrees to, acknowledge such assignment and make all payments due hereunder to or as may be directed by such intermediary; and (iii) at Closing, Seller shall have convey the right at Property directly to Purchaser; provided, however, that: (w) Purchaser's cooperation shall be limited to the actions specifically contemplated by the foregoing sentence; (x) none of Purchaser's rights or obligations hereunder shall be affected or modified in any way, nor shall any time prior periods contained herein be affected in any way; (y) Purchaser shall have no responsibility or liability to Closing Seller or any other person for the qualification of Seller's purported exchange transaction under Section 1031 of the Code other than as a result of Purchaser's failure to perform the actions specifically contemplated in this Paragraph; and (z) Purchaser shall not be required to incur any additional expense (unless reimbursed by Seller) or liability as a result of such cooperation, exchange or assignment. Seller hereby agrees to and shall save, defend, indemnify and hold Purchaser harmless from and against any and all liabilities, claims, losses, damages, costs or expenses incurred by Purchaser as a result of any such cooperation, exchange or assignment. (b) Seller, at the request of Purchaser, agrees to cooperate reasonably with Purchaser so that Purchaser may acquire the Property as "replacement property" in a transaction intended to qualify in whole or in part as a tax-deferred exchange pursuant to Section 1031 of the Code. In order to implement such exchange: (i) Purchaser, upon notice to Seller, shall assign its rights, but not its obligations, under this Agreement to a third party designated by Purchaser to act as a qualified intermediary; (ii) Seller shall, and hereby agrees to, acknowledge such assignment and to accept payment of all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In Purchase Price from the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, intermediary; and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, Seller shall convey and assign the Property directly to Purchaser; provided, however, that: (w) Seller's cooperation shall be limited to the actions specifically contemplated by the foregoing; (x) none of Seller's rights or obligations hereunder shall be affected or modified in any way, nor shall any time periods contained herein be affected in any way; (y) Seller shall have no responsibility or liability to Purchaser or any other person for the qualification of Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction 's purported exchange transaction under Section 1031 of the Code, other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party than solely as a result of Seller's failure to perform the other party’s assignment of actions specifically contemplated in this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, Paragraph; and (z) Seller shall not release either party from be required to incur any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party additional expense (unless reimbursed by Purchaser) or liability as a result thereofof such cooperation, exchange or assignment. Purchaser hereby agrees to and shall save, defend, indemnify and hold Seller harmless from and against any and all liabilities, claims, losses, damages, costs or expenses incurred by Seller as a result of any such cooperation, exchange or assignment. (c) The provisions of this Paragraph 33 shall survive Closing.

Like-Kind Exchange. Purchaser and Seller and Purchaser hereby agree each understand that this transaction the other party (or any of their affiliates) may be completed consummate the purchase or sale of the Property as part of a so-called like-kind or tax-deferred exchange and that each party will assist in completing (the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu “Exchange”) pursuant to Section 1031 of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of Code and the Treasury Regulations) or an Exchange Accommodation Titleholder (Regulations thereunder, as that term is defined in Rev. Proc. well as pursuant to Revenue Procedure 2000-37, 2000-2 C.B. 308) in order 38 (the “Revenue Procedure”), and that, notwithstanding anything hereunder to accomplish the transaction in a manner that will complycontrary, either in whole or in part, each of Purchaser and Seller agrees to cooperate with the requirements exchanging party in connection therewith (including, but not limited to, executing such documents, and acknowledging receipt thereof in writing, as the other party may reasonably request), provided that: (i) Seller shall effect the Exchange through an assignment of its rights, but not its obligations, under this Agreement to a like-kind exchange pursuant “qualified intermediary” of Seller (within the meaning of, and as provided in, Treasury Regulations Section 1.1031(k)-1(g)(4)) (“Seller Intermediary”) whereby the Seller Intermediary shall not be required to acquire or hold title to any real property for purposes of consummating the Exchange; (ii) Purchaser may effect its Exchange through either: (a) an assignment of its rights, but not its obligations, under this Agreement to a “qualified intermediary” (within the meaning of Treasury Regulations Section 1.1031(k)-1(g)(4)(iii) (“Purchaser Intermediary”), whereby the Purchaser Intermediary shall not be required to acquire or hold title to any real property for purposes of consummating the Exchange; and/or (b) any assignment referred to in clause (b) of Section 20; (iii) the exchanging party shall pay any additional costs that would not otherwise have been incurred by either party had the exchanging party not consummated the sale through the Exchange and (iv) the exchanging party shall, and hereby does, indemnify and hold the other party harmless from any loss, cost, damage, liability or expense which may arise or which the other party may suffer in connection with, an Exchange. Purchaser and Seller shall not by this Agreement or acquiescence to the Exchange by the other of them (1) 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 that the Exchange in fact complies with Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to The indemnification provisions set forth in this Section 8.6, such party agrees to notify 34 shall survive the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.

Like-Kind Exchange. The Seller and Purchaser hereby agree that may structure all or a portion of the transaction contemplated in this transaction may be completed Agreement relating to the Properties sold to the Buyer, as a like-kind exchange under Section 1031 of the Code in accordance with this Section 15.04 (Seller, if it so elects, herein called the “Electing Party”). Such transfer shall be effectuated by mutually acceptable instruments, including without limitation, an exchange agreement and that each party will assist in completing related assignments and consents to assignment. If Electing Party elects to structure the sale transaction as a like-kind exchange. As , the Electing Party shall substitute a like-kind exchangethird party, qualified intermediary (the “Intermediary”) as the Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement the Properties. The Intermediary shall be designated in writing by the Electing Party prior to a Qualified Intermediary (as that term Closing. The Electing Party is defined in Section 1.1031(k)-1(g)(4)(v) and shall remain primarily liable for the full and timely performance of each and every one of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37representations, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will complywarranties, either in whole or in partindemnities, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediaryobligations, and (ii) pay the portion of the Estimated Final Purchase Price attributable undertakings ascribed to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other Electing Party under this Agreement, notwithstanding its substitution of the Intermediary, and that neither in the event of a breach by either Buyer, Seller, or the Intermediary, then Buyer or Seller may proceed directly against the other without the need to join the Intermediary as a party to any action. Neither party represents to the other party that any particular tax treatment will be given to either the other party as a result thereofof the Electing Party’s election to structure the transaction as a like-kind exchange. Buyer shall not incur any additional costs expenses, fees, or liabilities as a result of or connected with expenses incurred in connection with the exercise of the rights under this Section 15.04. THE ELECTING PARTY SHALL PROTECT, INDEMNIFY, AND HOLD HARMLESS BUYER FROM ANY LIABILITY, DAMAGES, OR COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, COURT COSTS, AND RELATED EXPENSES, THAT MAY ARISE IN CONNECTION WITH ITS SECTION 1031 EXCHANGE UNDER THIS SECTION.

Like-Kind Exchange. Seller Any of the parties hereto may desire, and Purchaser hereby agree that this transaction may be completed each other party is willing to cooperate (subject to the limitations set forth below), to effectuate the sale or purchase of the Project by means of a like kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Each party expressly reserves the right to assign its rights, but not its obligations, hereunder to a qualified intermediary on or before the date of Closing. Upon written notice from any party (a "Requesting Party") to the other, the party to whom such notice is given (the "Other Party") agrees to cooperate with the Requesting Party to effect a like-kind exchange with respect to the Project, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller shall upon Seller's prior written direction to Buyer, be paid to a third party escrow agent or intermediary such that each party will assist Buyer shall not be required to participate in completing any subsequent closing, (b) the sale as Other Party shall not be obligated to incur any liability, obligation or expenses in excess of the liability, obligation or expenses which would have been incurred if there had been no exchange, and (c) Buyer shall not be obligated to acquire or accept title to any property other than the Project, and Seller shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of any property made pursuant to this Section 13.1 shall qualify for a like-kind exchange. As Once Buyer has paid the purchase money proceeds as directed by Seller (if Seller is the Requesting Party), or Seller has conveyed the Project as directed by Buyer (if Buyer is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such like-kind exchange. The Requesting Party hereby agrees to indemnify and hold the Other Party harmless from and against any costs, liabilities and expenses (including reasonable attorneys’ fees) incurred or suffered by the Other Party in connection with a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu which indemnity shall survive the Closing until the expiration of the purchase any applicable statute of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proclimitations. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.[Signatures follow on next page(s)]

Like-Kind Exchange. Seller and Purchaser Buyer hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser Buyer agree that PurchaserBuyer, in lieu of the purchase of the Oil and Gas Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the U.S Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.614.9, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser Buyer agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) attributable to the Oil and Gas Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser Buyer assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to PurchaserBuyer’s assignment of its rights in this Agreement in the form reasonably requested by PurchaserBuyer’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser Buyer the Performance Deposit previously deposited by Purchaser Buyer pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Oil and Gas Assets from the account designated by PurchaserBuyer’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser Buyer or PurchaserBuyer’s Exchange Accommodation Titleholder (as directed in writing) the Oil and Gas Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.the

Like-Kind Exchange. Seller and Purchaser hereby agree that Notwithstanding anything to the contrary in this transaction may be completed as a like-kind exchange and that Agreement, each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller acknowledges and Purchaser agree agrees that Purchaser, in lieu any of the purchase of the Assets from Seller for the consideration provided herein, other parties shall have the right at the Closing to designate a Property as relinquished or replacement property, as appropriate in a transaction intended to qualify as a tax-free exchange under Section 1031 of the Code (the “Tax-Free Exchange”). If any time party elects to effect a Tax-Free Exchange pursuant to this Section 3.5, such party shall provide written notice to the other prior to Closing the Closing, in which case such designating party shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” and/or “exchange accommodation titleholder” (such intermediary or titleholder, the “Exchange Party”) pursuant to the Exchange Party’s standard form of such exchange documents (the “Exchange Agreement”), pursuant to which such designating party shall assign all or a portion of its rights right, title and interest under this Agreement to a Qualified Intermediary (as the Exchange Party; provided, however, that term is defined in Section 1.1031(k)-1(g)(4)(v) such assignment shall not relieve such designating party of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights obligations under this Agreement to a Qualified Intermediary for and the same purpose. In designating party shall unconditionally guarantee the event either full and timely performance by the Exchange Party of each and every one of the representations, warranties, indemnities, obligations and undertakings of the designating party assigns its rights under this Agreement (and any amendments or modifications hereto) subject to the limitations set forth in this Agreement. As such guarantor, the designating party shall be treated as a primary obligor with respect to those representations, warranties, indemnities, obligations and undertakings, shall be deemed to have waived all applicable surety defenses, and in the event of a breach, the other party may proceed directly against the designating party on this guarantee without the need to join or seek performance or collection from the Exchange Party. Each party shall execute and deliver such documents as may be required to complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to such party, and otherwise cooperate with the designating party in all reasonable respects to effectuate the Tax-Free Exchange. Purchaser agrees that if any Seller elects to effect a Tax-Free Exchange pursuant to this Section 8.63.5, such party agrees the Xxxxxxx Money shall be deposited with or transferred to notify the other party in writing of such assignment at or before ClosingExchange Party pursuant to the Exchange Agreement, subject to the same terms applicable thereto under the Xxxxxxx Money Escrow Agreement. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights Notwithstanding the foregoing in this Agreement in Section 3.5, the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Tax-Free Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not diminish the non-designating party’s rights, nor increase the costs, expenses or liabilities of a party as a result of the other non-designating party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholderobligations, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Each party electing to effect a Tax-Free Exchange shall pay for all fees, costs and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofexpenses in connection with its Tax-Free Exchange.

Like-Kind Exchange. Seller (a) It is understood and Purchaser hereby agree agreed that this transaction may be completed as Property Owner shall have the option, exercisable by giving notice to CBL/OP at any time prior to the Closing Date, of effecting a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of all or any portion of the purchase of Property by assigning (the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v"Assignment") of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement to a qualified intermediary (the "Intermediary") who shall contract with Property Owner to deliver to Property Owner in exchange therefor property or other consideration, at such times as shall be designated in the form reasonably requested by contract between Property Owner and the Qualified Intermediary. Upon the Assignment, and (ii) pay the portion Intermediary shall be substituted for Property Owner as the seller of the Estimated Final Purchase Price attributable property. CBL/OP agrees to accept the Property and all other required performance from the Intermediary and to render its performance of all of its obligations to the Assets into a qualified escrow or qualified trust account Intermediary; provided, that Property Owner shall, at Closing the Intermediary's direction, nevertheless convey the Property to CBL/OP in accordance with (and as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (ilimited by) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement. (b) CBL/OP shall reasonably cooperate with Property Owner and execute such documents (including the Assignment) as are reasonably necessary for Property Owner to effect such exchange; provided, that (i) the CBL/OP is not required to take title to any parcel of property other than the Property, (ii) the contemplated exchange shall not delay or effect any of the time periods or other obligations of Property Owner hereunder, including, without limitation, those related to the Closing and the scheduled date for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closingsame, and (iviii) at ClosingCBL/OP is not required to incur any expense or liability of any nature whatsoever not expressly contemplated by this Agreement. (c) Notwithstanding anything herein to the contrary, convey Property Owner may, in its sole discretion and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction connection with a tax deferred like-kind exchange contemplated hereby, require that any portion of the Purchase Price be paid in one or more purchase money notes (each, a "Note") from CBL/OP to Property Owner in a form reasonably agreed to by the parties, provided that each such Note shall bear interest at the rate of 6% per annum, be payable in one or more payments with the last occurring on January 2, 2006, and be retained by Property Owner in connection with any such exchange with the Intermediary and transferrable by Property Owner to its partners without CBL/OP's consent. Any such Note may, at the request and expense of Property Owner, be secured by one or more stand by letter(s) of credit issued by a bank designated by Property Owner. (d) Property Owner shall indemnify, defend and hold CBL/OP harmless from any liability, damage, loss, cost or other conditions to Closing expense including, without limitation, reasonable attorneys' fees and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses resulting or liabilities arising solely from the implementation of a party as a result of the other party’s any such exchange or assignment. No such exchange or assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, by Property Owner shall not release either party relieve Property Owner from any of their respective liabilities and its obligations hereunder, nor shall Property Owner's ability to each other consummate a tax deferred exchange be a condition to the performance of Property Owner's obligations under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.. [END OF TEXT; SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGES]

Like-Kind Exchange. The Seller and Purchaser hereby agree that may structure all or a portion of the transaction contemplated in this transaction may be completed Agreement relating to the Properties sold to the Buyer, as a like-kind exchange under Section 1031 of the Code in accordance with this Section 15.4 (Seller, if it so elects, herein called the “Electing Party”). Such transfer shall be effectuated by mutually acceptable instruments, including without limitation, an exchange agreement and that each party will assist in completing related assignments and consents to assignment. If Electing Party elects to structure the sale transaction as a like-kind exchange. As , the Electing Party shall substitute a like-kind exchangethird party, qualified intermediary (the “Intermediary”) as the Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement the Properties. The Intermediary shall be designated in writing by the Electing Party prior to a Qualified Intermediary (as that term Closing. The Electing Party is defined in Section 1.1031(k)-1(g)(4)(v) and shall remain primarily liable for the full and timely performance of each and every one of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37representations, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will complywarranties, either in whole or in partindemnities, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediaryobligations, and (ii) pay the portion of the Estimated Final Purchase Price attributable undertakings ascribed to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other Electing Party under this Agreement, notwithstanding its substitution of the Intermediary, and that neither in the event of a breach by either Buyer, Seller, or the Intermediary, then Buyer or Seller may proceed directly against the other without the need to join the Intermediary as a party to any action. Neither party represents to the other party that any particular tax treatment will be given to either the other party as a result thereofof the Electing Party’s election to structure the transaction as a like-kind exchange. Buyer shall not incur any additional costs expenses, fees, or liabilities as a result of or connected with expenses incurred in connection with the exercise of the rights under this Section 15.4. THE ELECTING PARTY SHALL PROTECT, INDEMNIFY, AND HOLD HARMLESS BUYER FROM ANY LIABILITY, DAMAGES, OR COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, COURT COSTS, AND RELATED EXPENSES, THAT MAY ARISE IN CONNECTION WITH ITS SECTION 1031 EXCHANGE UNDER THIS SECTION.

Like-Kind Exchange. (a) Seller may elect to effect the transfer and Purchaser hereby agree that this transaction may be completed conveyance of the Interests as part of a liketax-kind deferred exchange and that each party will assist in completing under Section 1031 of the sale as Code (a like-kind exchange“Section 1031 Exchange”). As a like-kind exchangeIf Seller so elects, Seller shall provide written notice to Buyer of its election at least ten (10) Business Days prior to the Closing Date, and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time thereafter Seller: (i) may immediately prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (“qualified intermediary” as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4), subject to all of Seller’s obligations and Buyer’s rights and obligations hereunder; and (ii) shall, concurrently with such assignment, provide written notice of such assignment to Buyer. (b) Buyer shall cooperate with Seller’s reasonable requests intended to allow Seller to effect the Section 1031 Exchange; provided, however, that Buyer’s obligation to cooperate with Seller shall be limited and conditioned as follows: (i) Buyer shall receive written notice from Seller at least ten (10) Business Days prior to the Closing Date, which notice shall identify the parties involved in such Section 1031 Exchange, enclose all documents for which Buyer’s signature shall be required, and instruct Buyer as to any changed manner of payment of the Treasury RegulationsPurchase Price (including having such payment be made to a “qualified intermediary”); (ii) or an Exchange Accommodation Titleholder (as that term is defined Seller shall pay for any and all reasonable additional costs and expenses incurred by Buyer in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish connection with accommodating the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 Exchange, including such additional costs and expenses (including legal fees) pertaining to the review of the Code. Likewise, documents with respect to which Seller is requesting Buyer’s signature and ancillary documents; (iii) Seller shall have the right at not be relieved of any time prior to Closing to assign all or a portion of its rights obligations under this Agreement by reason of the Section 1031 Exchange, and the 1031 Exchange shall not delay the Closing; and (iv) Seller’s failure to a Qualified Intermediary for effectuate any intended Section 1031 Exchange shall not relieve Seller from its obligations to consummate the same purpose. In the event either party assigns its rights under transactions contemplated by this Agreement pursuant to this Section 8.6, such party agrees to notify and the other party in writing consummation of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent Section 1031 Exchange shall not be a condition precedent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Buyer shall under no circumstances be liable to Seller or any other Person for any failure of the transfer and conveyance of the Interests to qualify as part of a Section 1031 Exchange. (c) Seller hereby indemnifies and agrees to defend and hold Buyer harmless from and against any claims, costs, damages, expenses, liabilities and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereoflosses incurred by, claimed against or suffered by it arising out of Seller’s actual or attempted Section 1031 Exchange.

Like-Kind Exchange. Seller and Purchaser hereby agree that Notwithstanding anything else in this transaction may be completed as a like-kind exchange and that Agreement, each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Party shall have the right to structure the transactions contemplated under the terms of this Agreement as a Like-Kind Exchange. Notwithstanding any other provisions of this agreement, in connection with effectuating a Like-Kind Exchange, each Party shall have the right, at any time or prior to the Closing Date or any subsequent closing, to assign all or a portion of its rights under this Agreement (the “Assigned Rights”) to a Qualified Intermediary “qualified intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4) of the Treasury Regulations) or an Exchange Accommodation Titleholder to a “qualified exchange accommodation titleholder” (as that term is defined in Rev. Proc. U.S. Revenue Procedure 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose). In the event either party a Party (in its capacity as an exchanging party, referred to in this Section 12.1 as an “Exchanging Party”) assigns its rights under this Agreement the Assigned Rights to a “qualified intermediary” pursuant to this Section 8.612.1, then such party Exchanging Party agrees to notify the other party Party in writing of such assignment at reasonably in advance of the Closing Date. In addition, should a Party choose to effectuate a Like-Kind Exchange, the Parties agree to use reasonable best efforts to cooperate with one another in the completion of such an exchange, including the execution of all documents reasonably necessary to effectuate such a Like-Kind Exchange; provided, however, that (a) the Closing Date shall not be delayed or before Closing. If Seller assigns affected by reason of the Like-Kind Exchange, (b) the Exchanging Party shall effect its rights Exchange through an assignment of the Assigned Rights to a “qualified intermediary” or to a “qualified exchange accommodation titleholder,” but such assignment shall not release such Exchanging Party from any of its liabilities or obligations under this Agreement for this purposeand (c) the non-Exchanging Party shall incur no additional unreimbursed costs, Purchaser agrees to (i) consent to Seller’s assignment expenses, fees or liabilities as a result of its rights or in this Agreement in connection with the form reasonably exchange requested by the Qualified IntermediaryExchanging Party. Each of Seller and Buyer does hereby and shall RELEASE, DEFEND, INDEMNIFY and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of HOLD HARMLESS the other conditions Party against any and all costs and expenses incurred with respect to Closing and other terms and conditions hereoffurnishing such cooperation. Each of Seller and Purchaser hereby acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of pursuant to this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, Section 12.1 shall not release either party from a Party from, or modify, any of their its respective liabilities and obligations (including indemnity obligations to each other other) under this Agreement. Neither Party, and that neither party represents by its consent to a Like-Kind Exchange, shall be responsible in any way for the other that any particular tax treatment will be given to either party as a result thereofExchanging Party’s compliance with such Like-Kind Exchange.

Like-Kind Exchange. Seller and has informed Purchaser hereby agree that this transaction it may be completed as a seek in full or partial payment of the Purchase Price like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller property for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion purpose of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or effectuating an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code, and the regulations promulgated thereunder. LikewiseTo facilitate such exchange, and as a material inducement to Seller shall have to enter into this Agreement, Purchaser consents (i) to an assignment by Seller of this Agreement or of any of Seller’s rights hereunder, including the right at any time prior to Closing to assign receive all or a any portion of its rights under this Agreement the Purchase Price, to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this (as defined in Treasury Regulations Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i1.1031(k)-1(g)(4)) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay to take such other actions as are reasonably necessary to facilitate such like-kind exchange, which shall in no event involve Purchaser acquiring title to or owning any replacement property on behalf of Seller or incurring expenses or liability (unless such expenses or liability are reimbursed to Purchaser by Seller . Purchaser agrees to reasonably cooperate with Seller in effectuating the portion of the Estimated Final Purchase Price attributable like-kind exchange and to execute all documents (subject to the Assets into reasonable approval of Purchaser and its legal counsel) reasonably necessary in connection therewith provided that such cooperation shall not (i) result in a qualified escrow reduction of Purchaser’s rights or qualified trust account at Closing as directed an increase in writing. If Purchaser assigns its rights Purchaser’s obligations under this Agreement for this purpose, Seller agrees other than to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholdera de minimis extent, (ii) refund subject Purchaser to Purchaser the Performance Deposit previously deposited any additional risks not expressly contemplated by Purchaser pursuant to this Agreement upon or require Purchaser to acquire any property other than the Qualified Intermediary’s Twenty First Floor Unit, or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept delay the Estimated Final Purchase Price Closing Date beyond December 31, 2015. Seller hereby agrees to indemnify and hold harmless Purchaser from all loss, cost, damage, claim, liability and expense (as including without limitation, reasonable attorneys’ fees) that may be adjusted under the terms of this Agreement) for the Assets from the account designated suffered or incurred by Purchaser’s Qualified Intermediary , including any and all taxes, related to or Exchange Accommodation Titleholder at Closing, payable by reason of and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a direct result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.of

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that (a) Subject to the limitations set forth in Section 7.01(a), each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Issuer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) have released from the lien of the Treasury Regulations) or related Mortgage and the Indenture a Released Property for the purposes of consummating an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, accordance with the requirements of a like-kind exchange pursuant to Section 1031 terms of the CodeMaster Exchange Agreement. Likewise, Seller shall have The funds held in the right at any time prior to Closing to assign all Exchange Account may be held as cash or a portion of its rights under this Agreement to a Qualified Intermediary for invested in Permitted Investments in accordance with the same purposeEscrow Agreement. In the event either party assigns its rights under this Agreement connection with a release of Properties or Loans pursuant to this Section 8.67.09(a), upon the Indenture Trustee’s receipt of an Officer’s Certificate by the applicable Issuer or the Property Manager certifying that all conditions set forth herein have been satisfied, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, the Indenture Trustee shall release to such party agrees to notify the other party in writing of such assignment at Issuer or before Closing. If Seller assigns its rights under this Agreement for this purposedesignee, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by which may include the Qualified Intermediary, the related Lease File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by such Issuer and are reasonably necessary to release any Mortgage or other lien or security interest in such Property and the related Lease from the lien of the Indenture. (b) Any Replacement Property acquired by an Issuer pursuant to the Master Exchange Agreement shall satisfy the criteria set forth in the definition of “Qualified Substitute Property”. (c) No Issuer may transfer a Released Property to the Qualified Intermediary pursuant to Section 7.09(a) and the Master Exchange Agreement unless: (i) no Early Amortization Period or DSCR Sweep Period has occurred and is continuing or would result from the making of such transfer; (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed Termination Date has not occurred and is not then in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, effect; (iii) accept if, after giving effect to such transfer, the Estimated Final Purchase Price (as may be adjusted under amount of Relinquished Property Proceeds in the terms of this Agreement) for Exchange Account exceeds the Assets from Exchange Threshold, SCF Realty Capital has deposited the account designated by Purchaser’s Qualified Intermediary or related Exchange Accommodation Titleholder at Closing, and Cash Collateral pursuant to Section 7.10(b); (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder the Required Conditions have been satisfied; and (as directed in writingv) the Assets which are the subject of this Agreement upon satisfaction representations and warranties of the other conditions Qualified Intermediary in the Master Exchange Agreement are true and correct on and as of the date of such transfer with the same effect as though made on and as of such date. (d) The Relinquished Property Proceeds deposited into the Exchange Account in connection with the sale or disposition of a Relinquished Property shall be an amount equal to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment or greater than the Fair Market Value of this such Relinquished Property. (e) Relinquished Property Proceeds transferred from the Exchange Account to the Release Account pursuant to the Escrow Agreement shall be applied in accordance with Section 3.05(b). (f) In no event shall funds in the Release Account, the Collection Account or the Exchange Reserve Account or any other funds that are subject to the lien of the Indenture be utilized as Additional Subsidies for the purposes of acquiring a Replacement Property pursuant to the Master Exchange Agreement. In no event shall SCF Realty Capital directly deposit any Additional Subsidies into the Exchange Account; provided, that SCF Realty Capital may elect to make a capital contribution to the applicable Issuer and cause such Issuer to deposit such amounts into the Exchange Account as Additional Subsidies. (g) For the avoidance of doubt, the Indenture Trustee shall not increase have the costsbenefit, expenses directly or liabilities indirectly, of a party as a result of lien on any amounts on deposit in the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofAccount.

Like-Kind Exchange. Seller (a) It is understood and Purchaser hereby agree agreed that this transaction may be completed as Property Owner shall have the option, exercisable by giving notice to CBL/OP at any time prior to the Closing Date, of effecting a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of all or any portion of the purchase of Property by assigning (the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v"Assignment") of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement to a qualified intermediary (the "Intermediary") who shall contract with Property Owner to deliver to Property Owner in exchange therefor property or other consideration, at such times as shall be designated in the form reasonably requested by contract between Property Owner and the Qualified Intermediary. Upon the Assignment, and (ii) pay the portion Intermediary shall be substituted for Property Owner as the seller of the Estimated Final Purchase Price attributable property. CBL/OP agrees to accept the Property and all other required performance from the Intermediary and to render its performance of all of its obligations to the Assets into a qualified escrow or qualified trust account Intermediary; provided, that Property Owner shall, at Closing the Intermediary's direction, nevertheless convey the Property to CBL/OP in accordance with (and as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (ilimited by) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement. (b) CBL/OP shall reasonably cooperate with Property Owner and execute such documents (including the Assignment) as are reasonably necessary for Property Owner to effect such exchange; provided, that (i) the CBL/OP is not required to take title to any parcel of property other than the Property, (ii) the contemplated exchange shall not delay or effect any of the time periods or other obligations of Property Owner hereunder, including, without limitation, those related to the Closing and the scheduled date for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closingsame, and (iviii) at ClosingCBL/OP is not required to incur any expense or liability of any nature whatsoever not expressly contemplated by this Agreement. (c) Notwithstanding anything herein to the contrary, convey Property Owner may, in its sole discretion and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction connection with a tax deferred like-kind exchange contemplated hereby, require that any portion of the Purchase Price be paid in one or more purchase money notes (each, a "Note") from CBL/OP to Property Owner in a form reasonably agreed to by the parties, provided that each such Note shall bear interest at the rate of 6% per annum, be payable in one or more payments with the last occurring on January 2, 2006, and be retained by Property Owner in connection with any such exchange with the Intermediary and transferrable by Property Owner to its partners without the CBL/OP's consent. Any such Note may, at the request and expense of Property Owner, be secured by one or more stand by letter(s) of credit issued by a bank designated by Property Owner. (d) Property Owner shall indemnify, defend and hold CBL/OP harmless from any liability, damage, loss, cost or other conditions to Closing expense including, without limitation, reasonable attorneys' fees and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses resulting or liabilities arising solely from the implementation of a party as a result of the other party’s any such exchange or assignment. No such exchange or assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, by Property Owner shall not release either party relieve Property Owner from any of their respective liabilities and its obligations hereunder, nor shall Property Owner's ability to each other consummate a tax deferred exchange be a condition to the performance of Property Owner's obligations under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.. [END OF TEXT; SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGES]

Like-Kind Exchange. Buyer and Seller agree that either or both of Seller and Purchaser hereby agree that this transaction Buyer may be completed elect to treat the acquisition or sale of the Properties as a an exchange of like-kind exchange and property under Section 1031 of the Code (an “Exchange”), provided that each party will assist the Closing shall not be delayed by reason of the Exchange. Each Party agrees to use reasonable efforts to cooperate with the other Party in completing the sale as a like-kind exchangecompletion of such an Exchange including an Exchange subject to the procedures outlined in Treasury Regulation § 1.1031(k)‑1 and/or Internal Revenue Service Revenue Procedure 2000‑37. As a like-kind exchange, Each of Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Buyer shall have the right at any time prior to Closing to assign all or a portion part of its rights under this Agreement to a Qualified Intermediary qualified intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury RegulationsRegulation § 1.1031(k)‑1(g)(4)(iii)) or an Exchange Accommodation Titleholder exchange accommodation titleholder (as that term is defined in Rev. ProcInternal Revenue Service Revenue Procedure 2000‑37) to effect an Exchange. 2000-37In connection with any such Exchange, 2000-2 C.B. 308) in order any exchange accommodation titleholder shall have taken all steps necessary to accomplish own the transaction in a manner Properties under applicable law. Each Party acknowledges and agrees that will comply, either in whole or in part, with the requirements neither an assignment of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its Party’s rights under this Agreement nor any other actions taken by a Party or any other person in connection with the Exchange shall release either Party from, or modify, any of its liabilities and obligations (including indemnity obligations to a Qualified Intermediary for the same purpose. In the event either party assigns its rights other Party) under this Agreement pursuant Agreement, and neither Party makes any representations as to this Section 8.6, such party agrees any particular Tax treatment that may be afforded to notify the any other party in writing Party by reason of such assignment at or before Closingany other actions taken in connection with the Exchange. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees Either Party electing to (i) consent to Seller’s assignment of its rights in this Agreement in treat the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion acquisition or sale of the Estimated Final Purchase Price attributable Properties as an Exchange shall be obligated to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party pay all additional costs incurred hereunder as a result of the Exchange, and in consideration for the cooperation of the other party’s assignment of this Agreement Party, the Party electing Exchange treatment shall agree to a Qualified Intermediary or pay all costs associated with the Exchange Accommodation Titleholderand to indemnify and hold the other Party, shall not release either party from any of its affiliates, and their respective former, current and future partners, members, shareholders, owners, officers, directors, managers, employees, agents and representatives harmless from and against any and all liabilities and obligations Taxes arising out of, based upon, attributable to each other under this Agreement, and or resulting from the Exchange or transactions or actions taken in connection with the Exchange that neither party represents to would not have been incurred by the other that any particular tax treatment will be given to either party as a result thereofParty but for the electing Party’s Exchange election.

Like-Kind Exchange. Notwithstanding anything contained herein to the contrary, Purchaser acknowledges that Seller and Purchaser hereby agree that this transaction may be completed designate the Property as relinquished property to consummate a like-kind exchange and that each party will assist in completing the sale as a or reverse like-kind exchangeexchange under Section 1031 of the Internal Revenue Code of 1986, as amended (a “Seller Exchange”) with respect to property that Seller will acquire either prior to or within one hundred eighty (180) days after Closing (the “Replacement Property”). As In the event that Seller designates the Property as relinquished property to consummate a like-kind exchangeSeller Exchange with respect to the Replacement Property through the use of a qualified intermediary (the “Intermediary”) and/or Exchange Accommodation Titleholder (“EAT”), Purchaser shall cooperate in structuring the transaction as a Seller Exchange for the benefit of Seller, and Purchaser agrees to render all required performance under this Agreement to either the Intermediary or the EAT (either the Intermediary or the EAT referred to herein, and Purchaser’s Intermediary or EAT, or a single member limited liability company owned by either such Intermediary or EAT) hereinafter referred to as the or an “Exchange Assignee”) to the extent reasonably directed by Seller and to accept performance of all of Seller’s obligations by the Exchange Assignee, all of the foregoing, however, to be without cost, delay or expense to Purchaser. Purchaser agree agrees that performance by the Exchange Assignee will be treated as performance by Seller, and Seller agrees that Purchaser, in lieu ’s performance to the Exchange Assignee will be treated as performance to Seller. No assignment of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in Assignee shall effect a manner that will comply, either in whole or in part, with the requirements release of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of from its rights obligations under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofprimary obligor.

Like-Kind Exchange. Seller In the event that STORE Capital enters into a Master Exchange Agreement, the following restrictions shall apply: (a) Property Manager shall instruct the Indenture Trustee to, and Purchaser hereby agree the Indenture Trustee shall, establish and maintain the Exchange Account, in the name of the Qualified Intermediary that shall be administered and operated as provided in the Master Exchange Agreement and the Escrow Agreement. The Exchange Account shall be an Eligible Account. If the Exchange Account is not maintained in accordance with this transaction Section 7.10, and the Indenture Trustee has received written notice thereof pursuant to Section 2.03(iii) of the Escrow Agreement, then the Indenture Trustee and the Qualified Intermediary shall establish a new Exchange Account that complies with this Section 7.10 and transfer into the new Exchange Account all funds from the non-qualifying Exchange Account. The funds held in the Exchange Account may be completed held as a like-kind exchange and that cash or invested in Permitted Investments in accordance with the Escrow Agreement. (b) Subject to the limitations set forth in Section 7.01(a), each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Issuer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) have released from the lien of the Treasury Regulations) or related Mortgage and the Indenture a Released Property for the purposes of consummating an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, accordance with the requirements of a like-kind exchange pursuant to Section 1031 terms of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purposeMaster Exchange Agreement. In the event either party assigns its rights under this Agreement connection with a release of Properties or Loans pursuant to this Section 8.67.09(a), upon the Indenture Trustee’s receipt of an Officer’s Certificate by the applicable Issuer or the Property Manager certifying that all conditions set forth herein have been satisfied, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, the Indenture Trustee shall release to such party agrees to notify the other party in writing of such assignment at Issuer or before Closing. If Seller assigns its rights under this Agreement for this purposedesignee, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by which may include the Qualified Intermediary, the related Lease File and (ii) pay execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by such Issuer and are reasonably necessary to release any Mortgage or other lien or security interest in such Property and the portion related Lease from the lien of the Estimated Final Purchase Price attributable Indenture. (c) Any Replacement Property acquired by an Issuer pursuant to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Master Exchange Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement shall satisfy the criteria set forth in the form reasonably requested by Purchaser’s definition of “Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofSubstitute Property”.

Like-Kind Exchange. (1) Buyers acknowledge that Seller is entering into this Contract on the basis of Buyers’ agreement that Seller may avail itself of certain tax treatment pursuant to Section 1031 of the Internal Revenue Code of 1986, as supplemented and Purchaser amended (the “Code”). Thus, Seller is hereby granted the right to assign their interest in this Contract to any third party seller or to any agent intermediary, title company, trust, trustee or any other entity in order to meet the requirements of Section 1031 of the Code. Buyers agree that this transaction may Seller may, at Seller’s option, substitute an intermediary or third party seller to act in place of Seller as the seller of the Real Estate. Seller shall designate such intermediary or third party seller to Buyers in writing. Upon intermediary’s assumption of such obligation, intermediary or third party seller shall be completed as a substituted for Seller hereunder and Buyers agree to accept the intermediary’s or third party seller’s performance of Seller’s obligations hereunder. Buyers agree to render its required performance to the intermediary or third party seller. In the event Seller designates an intermediary or third party seller, Seller hereby guarantees the intermediary’s or third party seller’s full and timely performance of each of Seller’s representations and obligations hereunder. As Seller is availing itself of the like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu provisions under Section 1031 of the purchase Code, as mentioned herein above, Buyers agrees to execute any and all documents reasonably necessary to allow Seller to comply with the above described Section of the Assets from Code. (2) Seller for acknowledges that Buyers are entering into this Contract on the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion basis of its rights under this Agreement to a Qualified Intermediary (as Seller’s agreement that term is defined in Section 1.1031(k)-1(g)(4)(v) Buyers may avail themselves of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange certain tax treatment pursuant to Section 1031 of the Code. LikewiseThus, Seller shall have Buyers are hereby granted the right at any time prior to Closing to assign all their interest in this Contract to any third party buyer or a portion to any agent, intermediary, title company, trust, trustee or any other entity in order to meet the requirements of Section 1031 of the Code. Seller agrees that Buyers may, at Buyers’ option, substitute an intermediary or third party buyer to act in place of Buyers as the buyer of the Real Estate. Buyers shall designate such intermediary or third party buyer to Seller in writing. Upon intermediary’s assumption of such obligation, intermediary or third party buyers shall be substituted for Buyers hereunder and Seller agrees to accept the intermediary’s or third party buyer’s performance of Buyers’ obligations hereunder. Seller agrees to render its rights under this Agreement required performance to a Qualified Intermediary for the same purposeintermediary or third party buyer. In the event either Buyers designate an intermediary or third party assigns its rights under this Agreement pursuant to this Section 8.6buyer, such Buyers hereby guarantee the intermediary’s or third party agrees to notify the other party in writing buyer’s full and timely performance of such assignment at or before Closingeach of Buyers’ representation and obligations hereunder. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion As Buyers are availing themselves of the Estimated Final Purchase Price attributable to like-kind exchange provisions under Section1031 of the Assets into a qualified escrow or qualified trust account at Closing Code, as directed in writing. If Purchaser assigns its rights under this Agreement for this purposementioned herein above, Seller agrees to (i) consent execute any and all documents reasonably necessary to Purchaser’s assignment of its rights in this Agreement in allow Buyers to comply with the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction above described Section of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofCode.

Like-Kind Exchange. Seller In accordance with the terms of the applicable Master Exchange Agreement, the following restrictions shall apply: (a) Property Manager shall instruct the Indenture Trustee to, and Purchaser hereby agree the Indenture Trustee shall, establish and maintain the Exchange Account, in the name of the Qualified Intermediary that shall be administered and operated as provided in the Master Exchange Agreement and the Escrow Agreement. The Exchange Account shall be an Eligible Account. If the Exchange Account is not maintained in accordance with this transaction Section 34, and the Indenture Trustee has received written notice thereof pursuant to the Escrow Agreement, then the Indenture Trustee and the Qualified Intermediary shall establish a new Exchange Account that complies with this Section 34 and transfer into the new Exchange Account all funds from the non-qualifying Exchange Account. The funds held in the Exchange Account may be completed held as a like-kind exchange and that each party will assist cash or invested in completing Permitted Investments in accordance with the sale as a like-kind exchange. As a like-kind exchangeEscrow Agreement. (b) Subject to the limitations set forth in Section 28, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Issuer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) have released from the lien of the Treasury Regulations) or related Mortgage and the Indenture a Released Property for the purposes of consummating an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, accordance with the requirements of a like-kind exchange pursuant to Section 1031 terms of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purposeMaster Exchange Agreement. In the event either party assigns its rights under this Agreement connection with a release of Properties pursuant to this Section 8.634, such party agrees upon the Indenture Trustee’s receipt of an Officer’s Certificate by the Issuer or the Property Manager certifying that all conditions set forth herein have been satisfied, upon which the Indenture Trustee shall be permitted to notify fully rely and shall have no liability for so relying without any obligation to confirm or verify, the other party in writing of such assignment at Indenture Trustee shall release to the Issuer or before Closing. If Seller assigns its rights under this Agreement for this purposedesignee, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by which may include the Qualified Intermediary, the related Lease File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by the Issuer and are reasonably necessary to release any Mortgage or other lien or security interest in such Property and the related Lease from the lien of the Indenture. (c) Any Replacement Property acquired by a Property Owner pursuant to the Master Exchange Agreement, or any related Property Owner Membership Interest acquired by the Issuer, shall satisfy the criteria set forth in the definition of “Qualified Substitute Property”. (d) No Property Owner may transfer a Released Property to the Qualified Intermediary pursuant to this Section and the Master Exchange Agreement unless: (i) the Escrow Agreement is in effect; (ii) pay no Early Amortization Period or DSCR Sweep Period has occurred and is continuing or would result from the portion making of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, such transfer; (iii) accept the Estimated Final Purchase Price (as may be adjusted under such transfer is permitted pursuant to the terms of this the Property Management Agreement) for , including, but not limited to, the Assets from the account designated by Purchaser’s satisfaction of criteria related to Qualified Intermediary or Exchange Accommodation Titleholder at Closing, Substitute Properties and Released Properties; and (iv) at Closing, convey the representations and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction warranties of the other conditions Qualified Intermediary (or any parent thereof party to Closing the Master Exchange Agreement, if applicable) in the Master Exchange Agreement are true and other terms correct on and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment as of this such date. (e) The Relinquished Property Proceeds deposited into the Exchange Account in connection with the sale or disposition of a Relinquished Property shall be an amount equal to or greater than the Fair Market Value of such Relinquished Property. (f) Relinquished Property Proceeds transferred from the Exchange Account to the Release Account pursuant to the Escrow Agreement shall not increase be applied in accordance with Section 13(b). (g) Any Replacement Property acquired by a Property Owner pursuant to the costs, expenses or liabilities of a party as a result Master Exchange Agreement shall constitute Collateral and become subject to the lien of the other party’s assignment Indenture in accordance with the terms thereof. (h) To the extent that the Master Exchange Agreement or the Escrow Agreement requires the Property Manager or the Issuer to provide written instruction to the Escrow Agent directing the transfer of this Agreement Relinquished Property Proceeds from the Exchange Account to a Qualified Intermediary the Release Account, the Property Manager or Exchange Accommodation Titleholderthe Issuer, as applicable, shall not release either party promptly deliver such written instruction in accordance with the terms of the Master Exchange Agreement and the Escrow Agreement; provided, that in no event shall Additional Subsidies be transferred from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents the Exchange Account to the other that any particular tax treatment will be given to either party as a result thereofRelease Account.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction (a) Seller, at its option, may be completed elect to use the proceeds for the sale of the Property to purchase a replacement property as part of a like-kind exchange and that each party will assist in completing under Section 1031 of the sale Code. If Seller desires to sell the Property as a like-kind exchange. As part of such a like-kind exchange, Seller and shall notify Purchaser agree that no later than two (2) business days prior to the Closing Date. Provided Seller has so notified Purchaser, in lieu Purchaser agrees to cooperate with Seller to effect the like-kind exchange contemplated hereunder and to execute and deliver all documents which reasonably may be required to effectuate such exchange as a qualified transaction pursuant to Section 1031 of the purchase of Code; provided that: (i) the Assets from Seller for the consideration provided herein, Closing shall have the right at any time prior to Closing to assign all not be delayed; (ii) Purchaser incurs no additional cost or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined liability in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, connection with the requirements like-kind exchange; (iii) Seller pays all costs associated with the like-kind exchange; and (iv) Purchaser is not obligated to take title to any other property. Similarly, in the event that Purchaser elects to purchase the Property as part of a like-like kind exchange pursuant to Section 1031 of the Code. LikewiseCode (including, without limitation, a Section 1031 exchange involving tenancy in common interests), Seller agrees to cooperate with Purchaser in connection therewith and to execute and deliver all documents which reasonably may be required to effectuate such exchange as a qualified transaction pursuant to Section 1031 of the Code; provided that: (i) the Closing shall not be delayed; (ii) Seller incurs no additional cost or liability in connection with the like-kind exchange; (iii) Purchaser pays all costs associated with the like-kind exchange; and (iv) Seller is not obligated to take title to any other property. (b) Purchaser has advised Seller that Purchaser may solicit investments in the Property from investors that will acquire undivided interests in the Property and become tenants-in-common therein ("TIC INVESTORS"). Notwithstanding anything contained in this Agreement to the contrary, Seller and Purchaser agree as follows: (a) Purchaser shall have the right at any time prior to Closing distribute information about the Property and this Agreement to potential brokers and their advisors who may facilitate the sale of such tenant-in-common interests; (b) Purchaser shall have the right to assign all or a portion of its rights under this Agreement (including, without limitation, any rights arising under the Seller Representation Certificate) to a Qualified Intermediary for TIC Investors that invest in the same purpose. In Property; (c) Purchaser shall have the event either party assigns its rights under this Agreement pursuant right to this Section 8.6, such party agrees modify the form of Tenant Estoppel Certificate attached hereto as EXHIBIT D so as to notify expressly include the other party TIC Investors that invest in writing the Property within the definition of "Purchaser," so long as Purchaser informs Seller of such assignment modification at least three (3) business days prior to the expiration of the Inspection Period; and (d) with the prior approval of Seller, which approval shall not be unreasonably withheld, delayed or before Closing. If Seller assigns its rights under this Agreement for this purposeconditioned, Purchaser agrees may undertake other activities to (i) consent to Seller’s assignment accommodate the sale of its rights tenant in this Agreement in the form reasonably requested by the Qualified Intermediary, common interest and (ii) pay the substitute TIC Investors for all or portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow Purchaser's interests hereunder or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofProperty.

Like-Kind Exchange. Seller Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and Purchaser hereby agree agrees that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property in a transaction intended to qualify as a tax‑free exchange under Section 1031 of the Code (the “Tax‑Free Exchange”). If Seller elects to effect a Tax‑Free Exchange pursuant to this Section 3.5, Seller shall provide written notice to Purchaser at least five (5) Business Days prior to Closing Closing, in which case Seller shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” (as AUS-6206654-10 6055890/60 defined in Treas. Reg. § 1.1031(k)‑1(g)(4) of the Code) (the “Exchange Party”), pursuant to which Seller shall assign all of their right, title and interest (but not their liabilities or a portion of its rights obligations) under this Agreement to the Exchange Party. Purchaser shall execute and deliver such documents as may be reasonably required to complete the transactions contemplated by the Tax‑Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the Tax‑Free Exchange. Purchaser agrees that if Seller elects to effect a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement Tax‑Free Exchange pursuant to this Section 8.63.5, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, Purchaser shall pay the Purchase Price to the Exchange Party and (iv) at Closingdirect Escrow Agent to disburse the Xxxxxxx Money, convey and assign directly less the Independent Consideration, to Purchaser or the Exchange Party. Notwithstanding the foregoing in this Section 3.5, the Tax‑Free Exchange shall not diminish Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not rights, nor increase the costsPurchaser’s liabilities or obligations, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. SELLER SHALL PAY FOR ALL FEES, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofCOSTS AND EXPENSES IN CONNECTION WITH THE TAX‑FREE EXCHANGE, AND SHALL INDEMNIFY AND HOLD HARMLESS THE PURCHASER INDEMNITEES IN ACCORDANCE WITH ARTICLE XV FROM AND AGAINST ANY INDEMNIFICATION LOSS INCURRED BY ANY PURCHASER INDEMNITEE ARISING FROM OR IN CONNECTION WITH PURCHASER’S COOPERATING WITH SELLER’S TAX FREE EXCHANGE.

Like-Kind Exchange. 11.15.01 Each Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing reserves the sale as a like-kind exchange. As a like-kind exchangeright, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time or prior to Closing Closing, to assign its rights under this Agreement with respect to all or a portion of its rights under this Agreement the Purchase Price, and that portion of the Subject Properties being sold by such Seller hereunder associated therewith (“1031 Assets”), to a Qualified Intermediary (“QI”) (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)-l(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order designated by such Seller to accomplish the transaction in a manner that will complyClosing, either in whole or in part, in a manner that will comply with the requirements of a like-kind exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“Code”). LikewiseIf a Seller so elects, then such Seller shall have the right at any time prior to Closing to may assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose1031 Assets to the QI. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Houston3500259v15 41 Purchaser agrees to hereby (i) consent consents to such Seller’s assignment of its rights in this Agreement in with respect to the form reasonably requested by the Qualified Intermediary, 1031 Assets and (ii) if such assignment is made, agrees to pay the all or a portion of the Estimated Final Purchase Price attributable (as adjusted pursuant hereto) to which such Seller is entitled (as directed by WDP) into the Assets into a qualified escrow or qualified trust account at Closing as directed in writingwriting by such Seller. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Such Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses a whole or liabilities of a party as a result of the other party’s partial assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, QI shall not release either party any Party from any of their respective its liabilities and obligations to each other under this Agreement, and that neither party hereunder. No Party represents to the other Parties that any particular tax treatment will be given to either party a Party as a result of such Like-Kind Exchange. Purchaser shall cooperate with such Seller in connection with such Like-Kind Exchange but shall not be obligated to pay any additional costs or incur any additional obligations as a result thereof and any such Seller shall indemnify, defend and hold harmless Purchaser for any and all costs or expenses incurred in connection therewith or as a result thereof. 11.15.02 Purchaser shall have the right to request that a Seller assign all or any portion of the Subject Properties being sold by such Seller hereunder to a QI designated by Purchaser in order for such QI to effect a Like-Kind Exchange for Purchaser with respect to such Subject Properties or portion thereof. Such assignment of such Subject Properties or portion thereof shall not release any Party from any of its liabilities and obligations hereunder. No Party represents to the other Parties that any particular tax treatment will be given to a Party as a result of such Like-Kind Exchange. Sellers shall cooperate with Purchaser in connection with such Like-Kind Exchange but shall not be obligated to pay any additional costs or incur any additional obligations as a result thereof, and Purchaser shall indemnify, defend and hold harmless Sellers for any and all costs or expenses incurred in connection therewith or as a result thereof.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed Buyer intend to structure the purchase and sale of the Property Assets and certain other property described in the Concurrent Contracts as a transfer of property in an exchange of like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights property under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. LikewiseInternal Revenue Code of 1986, Seller shall have as amended (the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement "Exchanges"), which will be accomplished pursuant to this Section 8.6the terms of separate exchange agreements (the "Exchange Agreements") between Seller and Buyer and qualified intermediaries to be engaged by Seller and Buyer, such respectively (each an "Intermediary" and collective, the "Intermediaries"). Each party agrees to notify cooperate promptly and reasonably with the other party (without liability or cost to the other) and the other's Intermediary in writing structuring the transfer and conveyance of the Property Assets and such assignment at or before Closingother property described in the Concurrent Contracts as part of the Exchange. If Seller assigns its rights under this Agreement for this purposeSuch cooperation shall include, Purchaser agrees to but not be limited to, (i) consent to Seller’s the assignment of all of a party's rights (but not its rights in obligations) under this Agreement in the form reasonably requested by the Qualified to Intermediary, and the acknowledgment of such assignment, (ii) pay the portion delivery of the Estimated Final Purchase Price attributable net purchase price for the Property Assets by Buyer to the Seller's Intermediary in accordance with the joint instructions of the Seller and its Intermediary, (iii) the transfer of the Property Assets into pursuant to a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its written direction of the Buyer's Intermediary and (iv) the reassignment of a party's rights under this Agreement for this purposefrom its Intermediary to the original assignor immediately following the completion of the Exchanges, Seller and the acknowledgment by the other party of such reassignments. Each party agrees to fully indemnify the other from any resulting liability to third parties (iincluding, but not limited to, the Intermediaries) consent to Purchaser’s assignment arising out of its rights in this Agreement in cooperation with the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) Exchanges for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result benefit of the other party’s assignment , which indemnity shall be effective from and after the date of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, and shall not release either party from any survive the Closing of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereoftransactions contemplated hereunder.

Like-Kind Exchange. Buyer and Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing consent to any assignment by the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu other Party of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion certain of its rights and obligations under this Agreement (a “1031 Assignment”) to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)‑1(g)(4)(v) of the Treasury Regulations) ), or an to a Qualified Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-372000‑37), 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, connection with the requirements effectuation of a like-kind exchange (an “Exchange”). For the purposes of this Section 15.15, the Party executing an Exchange shall be referred to as the “Exchangor” and the other Party shall be referred to as the “Consenting Party”. In the event the Exchangor makes a 1031 Assignment to a Qualified Intermediary or a Qualified Exchange Accommodation Titleholder pursuant to this Section 15.15, the Exchangor agrees to notify the Consenting Party in writing of such assignment at least one (1) Business Day before the Closing Date. Notwithstanding the occurrence of a 1031 Assignment, the Parties acknowledge and agree that any such assignment of any portion of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its Exchangor’s rights and obligations under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant or to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the a Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall does not release either party Party from any of their respective liabilities and obligations to each other (including, without limitation, indemnification obligations) under this Agreement. The Consenting Party agrees to cooperate with the Exchangor to attempt to structure the transactions contemplated hereby as a like-kind exchange; provided (i) the Closing shall not be delayed or affected by reason of the Exchange, and that neither party represents to (ii) the other that Exchangor shall indemnify the Consenting Party against any particular tax treatment will be given to either party as a result thereofadditional costs or liabilities directly incurred by the Consenting Party on account of the Exchangor’s consummation of the transaction contemplated hereby through an Exchange.

Like-Kind Exchange. a. Notwithstanding any other provision of this Contract, Purchaser may desire to effectuate the purchase of the Property as Exchange Property which will qualify as such under Section 1031 of the Internal Revenue Code of 1986 and regulations thereunder, as amended, and Seller is willing to cooperate provided Seller incurs no additional expenses or liabilities and is not delayed in its sale of the Property. Purchaser shall have the right to assign this Contract to its tax-exchange intermediary for the purpose of facilitating the exchange transaction. It is the intent of the parties that Seller incur no income tax liability as a result of cooperating with Purchaser in completing the tax-deferred exchange, and that Seller incur no expenses or liability of any nature in connection with the exchange transaction. Purchaser agrees to and shall indemnify and hold harmless Seller from any and all loss, liability, cost, claims, demands and expenses arising out of or related to Seller’s participation in an exchange hereunder. b. Notwithstanding any other provision of this Contract, Seller may desire to effectuate the sale of the Property by means of an exchange of “like-kind” property which will qualify as such under Section 1031 of the Internal Revenue Code of 1986 and regulations thereunder, provided the Purchaser incurs no additional expenses or liability and is not delayed in its acquisition of the Property. Purchaser does not presently have property of like-kind acceptable to Seller, and Purchaser hereby agree that this transaction may be completed as is not willing to acquire like-kind property acceptable to Seller. If Seller desires such a like-kind exchange exchange, Purchaser will, upon Seller’s request, execute and that each party deliver an escrow agreement at Closing, under the terms of which Purchaser will assist in completing deposit the sale as purchase price of the Property with an escrow agent for the purpose of facilitating a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu It is the intent of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as parties that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party incur no income tax liability as a result of the other party’s assignment of this Agreement to cooperating with Seller in consummating a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreementtax-deferred exchange, and that neither party represents to Purchaser incur no expenses or liability of any nature in connection with the other that any particular tax treatment will be given to either party as a result thereofacquisition or subsequent conveyance of the exchange property.

Like-Kind Exchange. Seller and Purchaser hereby agree that (a) Notwithstanding anything in this transaction may be completed as a like-kind exchange and that each party will assist in completing Agreement to the sale as a like-kind exchange. As a like-kind exchangecontrary, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to Closing, Buyer may assign all its rights or a obligations of any portion of this Agreement to acquire the Purchased Assets listed in Section 2.01(a) and (g) to a party acting as a “qualified intermediary,” as defined in Treas. Reg. 1.1031(k)-1(g)(4), provided that: (i) notwithstanding such assignment, Seller may proceed directly against Buyer to enforce its rights under this Agreement Agreement, to the extent permitted under this Agreement, without the need to join the “qualified intermediary” as a Qualified Intermediary party; (ii) notwithstanding such assignment, the Purchased Assets subject to such assignment shall be conveyed either directly by Seller to Buyer or to such third party, as that term is defined directed by Buyer; (iii) Seller’s performance of any of its obligation to or in Section 1.1031(k)-1(g)(4)(v) favor of the Treasury Regulations) “qualified intermediary” or an Exchange Accommodation Titleholder (such third party, as that term is defined in Rev. Proc. 2000-37directed by Buyer, 2000-2 C.B. 308) in order shall be treated as performance to accomplish the transaction in a manner that will comply, either in whole or in partfavor of Buyer, with (iv) Buyer shall provide a copy of the requirements instrument by which such assignment is made to Seller promptly after its execution and before closing, and Seller shall acknowledge receipt of such notice; and (v) Seller shall not be a like-kind exchange party to such assignment to the “qualified intermediary.” (b) In the event Buyer so assigns its rights or obligations to the “qualified intermediary,” Seller shall: (i) receive the portion of the Purchase Price related to the Purchased Assets subject to the assignment from the “qualified intermediary” in an amount equal to the amount designated on the Allocation and (ii) allow Buyer to proceed directly against Seller for any shortfalls without having to join the “qualified intermediary” as a party to an action against Seller in the event Seller breaches any of its obligations under this Agreement. (c) The purpose of an assignment permitted pursuant to this Section 9.07 is solely to allow Buyer to qualify the transfer of the portion of the Purchased Assets subject to the assignment for the benefits of Section 1031 of the Code. Likewise, Qualification for Section 1031 treatment is solely the responsibility of Buyer and Seller shall have the right at any time prior to Closing to assign not be responsible for such qualification. Buyer shall bear all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable costs owed to the Assets into a “qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofintermediary.”

Like-Kind Exchange. Seller Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and Purchaser hereby agree agrees that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all either Gainey Sxxxxx or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, RP Seller shall have the right at any time the Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property in a transaction intended to qualify as a tax-free exchange under Section 1031 of the Code (the “Tax-Free Exchange”). If either Seller elects to effect a Tax-Free Exchange pursuant to this Section 3.5, such Seller shall provide written notice to Purchaser prior to Closing the Closing, in which case such Seller shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” (as defined in Treas. Reg. § 1.1031(k)-1(g)(4)) (the “Exchange Party”) pursuant to the Exchange Party’s standard form of such exchange documents (the “Exchange Agreement”), pursuant to which such Seller shall assign all or a portion of its rights right, title and interest under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns Exchange Party; provided, however, that such assignment shall not relieve such Seller of any of its rights obligations under this Agreement Agreement. Purchaser shall execute and deliver such documents as may be required to complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with such Seller at no material cost or expense to Purchaser in all reasonable respects to effect the Tax-Free Exchange. Purchaser agrees that if either Gainey Sxxxxx or RP Seller elects to effect a Tax-Free Exchange pursuant to this Section 8.63.5, such party agrees the Earnest Xxxxx xhall be deposited with or transferred to notify the other party in writing of such assignment at or before ClosingExchange Party pursuant to the Exchange Agreement, subject to the same terms applicable thereto under the Earnest Xxxxx Xscrow Agreement. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights Notwithstanding the foregoing in this Agreement in Section 3.5, the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Tax-Free Exchange shall not diminish Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by rights, increase Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholderobligations, (ii) refund nor serve to Purchaser delay the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Such Seller shall pay for all fees, costs and that neither party represents to expenses in connection with the other that any particular tax treatment will be given to either party as a result thereofTax-Free Exchange.

Like-Kind Exchange. Notwithstanding Section 14.2, Buyer and Seller and Purchaser hereby agree that either Party, at its sole expense, may elect to structure this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu under Section 1031 of the purchase of Code (a “Like-Kind Exchange”) with respect to the Assets from Seller for the consideration provided hereinat any time prior to Closing. Seller, at its expense, shall have the right at any time prior to the Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary “qualified intermediary” (as that term is defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations1.1031(k)-1(g)(4)(iii)) or an Exchange Accommodation Titleholder “exchange accommodation titleholder” (as that term is defined in Rev. Proc. Revenue Procedure 2000-37, 2000-2 C.B. 308) in order to accomplish effectuate the transaction transactions contemplated hereby at such Closing in a manner that will complyqualify, either in whole or in part, with the requirements of as a likeLike-kind exchange pursuant to Section 1031 of the CodeKind Exchange. Likewise, Seller Buyer, at its expense, shall have the right at any time prior to the Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary qualified intermediary or an exchange accommodation titleholder for the same purpose. In the event that either party Party assigns its rights under this Agreement pursuant to this Section 8.614.3, such party Party agrees to notify the other party Party in writing of such assignment at on or before Closingthe Closing Date. If Buyer and Seller assigns its rights under this Agreement for this purpose, Purchaser agrees agree to (i) consent cooperate to Seller’s assignment of its rights in this Agreement in the form extent reasonably requested by the Qualified Intermediaryother Party in order to effectuate the transactions contemplated hereby as a Like-Kind Exchange; provided that (a) the Closing shall not be delayed or affected by reason of the Like-Kind Exchange; (b) Seller shall indemnify Buyer against any additional costs, damages or liabilities directly incurred by Buyer on account of Seller’s consummation of the transaction through a Like-Kind Exchange; (c) Buyer shall indemnify Seller against any additional costs, damages or liabilities directly incurred by Seller on account of Buyer’s consummation of the transaction through a Like-Kind Exchange; and (iid) pay the portion of the Estimated Final Purchase Price attributable Buyer shall not be required to take title to any property other than the Assets into a qualified escrow or qualified trust account at Closing as directed in writingconnection with the Like-Kind Exchange. If Purchaser assigns its rights under this Agreement for this purpose, Buyer and Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of rights under this Agreement to a Qualified Intermediary qualified intermediary or Exchange Accommodation Titleholder, any exchange accommodation titleholder shall not release either party from Party from, or modify, any of their respective liabilities and obligations its Liabilities to each the other Party under this Agreement, and that neither party no Party represents to the other Party that any particular tax Tax treatment will be given to either party Party as a result thereof. In no event will either Party be liable to the other Party for any failure of any transaction to qualify for a Like-Kind Exchange. Notwithstanding anything in this Agreement to the contrary, the indemnification obligations in this Section 14.3 shall not be subject to limitation pursuant to Section 11.3(a).

Like-Kind Exchange. Seller and has informed Purchaser hereby agree that this transaction it may be completed as a seek in full or partial payment of the Purchase Price like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller property for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion purpose of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or effectuating an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code, and the regulations promulgated thereunder. LikewiseTo facilitate such exchange, and as a material inducement to Seller shall have to enter into this Agreement, Purchaser consents (i) to an assignment by Seller of this Agreement or of any of Seller’s rights hereunder, including the right at any time prior to Closing to assign receive all or a any portion of its rights under this Agreement the Purchase Price, to a Qualified Intermediary for (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)) and (ii) to take such other actions as are reasonably necessary to facilitate such like-kind exchange, which shall in no event involve Purchaser acquiring title to or owning any replacement property on behalf of Seller or incurring expenses or liability (unless such expenses or liability are reimbursed to Purchaser by Seller . Purchaser agrees to reasonably cooperate with Seller in effectuating the same purposelike-kind exchange and to execute all documents (subject to the reasonable approval of Purchaser and its legal counsel) reasonably necessary in connection therewith provided that such cooperation shall not (i) result in a reduction of Purchaser’s rights or an increase in Purchaser’s obligations under this Agreement other than to a de minimis extent, (ii) subject Purchaser to any additional risks not expressly contemplated by this Agreement or require Purchaser to acquire any property other than the Twentieth Floor Unit, or (iii) delay the Closing Date beyond October 31, 2011. Seller hereby agrees to indemnify and hold harmless Purchaser from all loss, cost, damage, claim, liability and expense (including without limitation, reasonable attorneys’ fees) that may be suffered or incurred by Purchaser, including any and all taxes, related to or payable by reason of and as a direct result of (x) such exchange and/or (y) the documents relating to or evidencing the exchange. In the event either party assigns its rights of a like- kind exchange, (a) Seller shall, at the direction of the Qualified Intermediary, convey title to the Twentieth Floor Unit to Purchaser, (b) Purchaser shall pay the Balance of the Purchase Price (or the portion so assigned) to the Qualified Intermediary or the Escrow Agent under this Agreement pursuant Agreement, (c) at Closing, the Escrow Agent shall pay over the Downpayment to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (iid) pay Purchaser shall execute such documents (subject to the portion reasonable approval of Purchaser and its legal counsel) as may be reasonably necessary to acknowledge the exchange. The Qualified Intermediary shall have the right to direct the payment of the Estimated Final Balance of the Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If separate accounts and/or different persons, and Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon comply with such direction from the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.

Like-Kind Exchange. Seller and Purchaser hereby agree that Notwithstanding anything else in this transaction may be completed as a like-kind exchange and that Agreement, each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Party shall have the right to structure the transactions contemplated under the terms of this Agreement as a Like-Kind Exchange. Notwithstanding any other provisions of this Agreement, in connection with effectuating a Like-Kind Exchange, each Party shall have the right, at any time or prior to the Closing Date or any subsequent closing, to assign all or a portion of its rights under this Agreement (the “Assigned Rights”) to a Qualified Intermediary “qualified intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4) of the Treasury Regulations) or to an “Exchange Accommodation Titleholder Titleholder” (as that term is defined in Rev. Proc. U.S. Revenue Procedure 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose). In the event either party a Party (in its capacity as an exchanging party, referred to in this Section 15.16 as an “Exchanging Party”) assigns its rights under this Agreement the Assigned Rights to a “qualified intermediary” pursuant to this Section 8.615.16, then such party Exchanging Party agrees to notify the other party Party in writing of such assignment at or before Closingreasonably in advance of the Closing Date. If Seller assigns its rights under this Agreement for this purposeIn addition, Purchaser agrees should a Party choose to effectuate a Like-Kind Exchange, the Parties agree to use reasonable best efforts to cooperate with one another in the completion of such an exchange, including (i) consent the execution of all documents reasonably necessary to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, effectuate such a Like-Kind Exchange and (ii) pay having the portion “qualified intermediary” fund an amount equal to the Deposit at Closing to the escrow account and having the original funds deposited by Buyer on the Execution Date as the Deposit (including any interest and earnings thereon) in the escrow account distributed to Buyer; provided, however, that (a) the Closing Date shall not be delayed or affected by reason of the Estimated Final Purchase Price attributable Like-Kind Exchange, (b) the Exchanging Party shall effect its Exchange through an assignment of the Assigned Rights to the Assets into a “qualified escrow intermediary” or qualified trust account at Closing as directed in writing. If Purchaser assigns to an “Exchange Accommodation Titleholder,” but such assignment shall not release such Exchanging Party from any of its rights liabilities or obligations under this Agreement for this purposeand (c) the non-Exchanging Party shall incur no additional unreimbursed costs, Seller agrees to (i) consent to Purchaser’s assignment expenses, fees or liabilities as a result of its rights or in this Agreement in connection with the form reasonably exchange requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, Exchanging Party. Sellers and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser Buyer each hereby acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of pursuant to this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, Section 15.16 shall not release either party from a Party from, or modify, any of their its respective liabilities and obligations (including indemnity obligations to each other other) under this Agreement. Neither Sellers nor Buyer, and that neither party represents by its consent to a Like-Kind Exchange, shall be responsible in any way for the other that any particular tax treatment will be given to either party as a result thereofExchanging Party’s compliance with such Like-Kind Exchange.

Like-Kind Exchange. Seller (a) Sellers may elect to effect the transfer and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu conveyance of the purchase Partnership Interests as part of a tax-deferred exchange under Section 1031 of the Assets from Seller for the consideration provided hereinCode (a “Section 1031 Exchange”). If Sellers so elect, Sellers shall have the right provide notice to Buyer of their election, and thereafter Sellers: (i) may at any time at or prior to Closing to assign all or a portion of its their rights and obligations under this Agreement to a Qualified Intermediary (“qualified intermediary” as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4), subject to all of Buyer’s rights and obligations hereunder; and (ii) shall promptly provide written notice of such assignment to Buyer. (b) Buyer shall cooperate with Sellers’ reasonable requests intended to allow Sellers to effect the Section 1031 Exchange; provided, however, that Buyer’s obligation to cooperate with Sellers shall be limited and conditioned as follows: (i) Buyer shall receive written notice from Sellers at least three (3) Business Days prior to the Closing Date, which shall identify the parties involved in such Section 1031 Exchange, enclose all documents for which Xxxxx’s signature shall be required, and instruct Buyer as to any changed manner of payment of the Treasury RegulationsPurchase Price (including having such payment be made to the “qualified intermediary”); (ii) or an Exchange Accommodation Titleholder (as that term is defined Sellers shall pay for any and all reasonable additional costs and expenses incurred by Buyer in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish connection with accommodating the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 Exchange; (iii) Sellers shall not be relieved of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights their obligations under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion reason of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and Section 1031 Exchange; (iv) at Closing, convey and assign directly Sellers’ failure to Purchaser or Purchaser’s effectuate any intended Section 1031 Exchange Accommodation Titleholder (as directed in writing) shall not relieve Sellers from their obligations to consummate the Assets which are the subject of transactions contemplated by this Agreement upon satisfaction and the consummation of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement such Section 1031 Exchange shall not increase the costs, expenses or liabilities of be a party as a result of the other party’s assignment of this Agreement condition precedent to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and Sellers’ obligations to each other under this Agreement; and (v) Buyer shall not be obligated to take legal title to any asset other than the Partnership Interests and the Purchased Assets. (c) Sellers hereby indemnify and agree to defend, and that neither party represents to hold Xxxxx harmless from and against any claims, costs, damages, expenses, Liabilities and losses incurred by, claimed against or suffered by it arising out of the other that any particular tax treatment will be given to either party as a result thereofSection 1031 Exchange.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that A. Purchaser, in lieu at the request of Seller, agrees to cooperate reasonably with Seller so that Seller may dispose of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction Real Estate in a manner that will comply, either transaction intended to qualify in whole or in part, with the requirements of part as a liketax-kind deferred exchange pursuant to Section 1031 of the Tax Code. LikewiseIn order to implement such exchange, (i) Seller, upon written notice to Purchaser, shall assign its rights, but not its obligations, under this Agreement to a third party designated by Seller to act as a qualified intermediary (as such phrase is defined in applicable regulations issued under the Tax Code), (ii) Purchaser shall, and hereby agrees to, acknowledge such assignment and make all payments due hereunder to or as may be directed by such intermediary and (iii) at Closing, Seller shall have convey the right at Real Estate directly to Purchaser; provided, however, that (w) Purchaser's cooperation shall be limited to the actions specifically contemplated by the preceding sentence; (x) none of Purchaser's rights or obligations hereunder shall be affected or modified in any way, nor shall any time prior periods contained herein be affected in any way; (y) Purchaser shall have no responsibility or liability to Closing Seller or any other person for the qualification of Seller's purported exchange transaction under Section 1031 of the Tax Code other than as a result of Purchaser's failure to perform the actions specifically contemplated by the preceding sentence and (z) Purchaser shall not be required to incur any additional expense (unless reimbursed by Seller) or liability (other than to a DE MINIMIS extent) as a result of such cooperation, exchange or assignment. Seller hereby agrees to and shall save, defend, indemnify and hold Purchaser harmless from and against any and all liability incurred by Purchaser as a result of any such cooperation, exchange or assignment. B. Seller, at the request of Purchaser, agrees to cooperate reasonably with Purchaser so that Purchaser may acquire the Real Estate as "replacement property" in a transaction intended to qualify in whole or in part as a tax-deferred exchange pursuant to Section 1031 of the Tax Code. In order to implement such exchange, (i) Purchaser, upon written notice to Seller, shall assign its rights, but not its obligations, under this Agreement to a third party designated by Purchaser to act as a qualified intermediary, (ii) Seller shall, and hereby agrees to, acknowledge such assignment and to accept payment of all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In Purchase Price from the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, intermediary and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, Seller shall convey and assign the Real Estate directly to Purchaser; PROVIDED, HOWEVER, that (w) Seller's cooperation shall be limited to the actions specifically contemplated by the preceding sentence, (x) none of Seller's rights or obligations hereunder shall be affected or modified in any way, nor shall any time periods contained herein be affected in any way; (y) Seller shall have no responsibility or liability to Purchaser or any other person for the qualification of Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction 's purported exchange transaction under Section 1031 of the Tax Code, other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party than solely as a result of Seller's failure to perform the actions specifically contemplated by the preceding sentence and (z) Seller shall not be required to incur any additional expense (unless reimbursed by Purchaser) or liability (other party’s assignment of this Agreement than to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party DE MINIMIS extent) as a result thereofof such cooperation, exchange or assignment. Purchaser hereby agrees to and shall save, defend, indemnify and hold Seller harmless from and against any and all liability incurred by Seller as a result of any such cooperation, exchange or assignment. C. The provisions of this SECTION 23 shall survive the Closing.

Like-Kind Exchange. Seller Any of the Parties hereto may desire, and Purchaser hereby agree that this transaction may be completed each other party is willing to cooperate (subject to the limitations set forth below), to effectuate the sale or purchase of the Project by means of a like kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Each party expressly reserves the right to assign its rights, but not its obligations, hereunder to a qualified intermediary on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with the Requesting Party to effect a like-kind exchange with respect to the Project, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller shall upon Seller’s prior written direction to Buyer, be paid to a third party escrow agent or intermediary such that each party will assist Buyer shall not be required to participate in completing any subsequent closing, (b) the sale as Other Party shall not be obligated to incur any expenses in excess of the expenses which would have been incurred if there had been no exchange, and (c) Buyer shall not be obligated to acquire or accept title to any property other than the Project, and Seller shall not be obligated to acquire or accept title to any property. The Other Party agrees to acknowledge, prior to the time of Closing, the foregoing assignment by the Requesting Party. Such cooperation shall extend both to a forward and a reverse Section 1031 exchange. The Other Party makes no representation or warranty that the conveyance of any property made pursuant to this Section 13.1 shall qualify for a like-kind exchange. As Once Buyer has paid the purchase money proceeds as directed by Seller (if Seller is the Requesting Party), or Seller has conveyed the Project as directed by Buyer (if Buyer is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such like-kind exchange. The Requesting Party hereby agrees to indemnify and hold the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu which indemnity shall survive the Closing until the expiration of the purchase any applicable statute of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proclimitations. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.[Signatures follow on next page(s)]

Like-Kind Exchange. (a) Seller and has informed Purchaser hereby agree that this transaction it may be completed as a seek in full or partial payment of the Purchase Price like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller property for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion purpose of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or effectuating an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code, and the regulations promulgated thereunder. LikewiseTo facilitate such exchange, and as a material inducement to Seller shall have to enter into this Agreement, Purchaser consents (i) to an assignment by Seller of this Agreement or of any of Seller's rights hereunder, including the right at any time prior to Closing to assign receive all or a any portion of its rights under this Agreement the Purchase Price, to a Qualified Intermediary for (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)) and (ii) to take such other actions as are reasonably necessary to facilitate such like-kind exchange, which shall in no event involve Purchaser acquiring title to or owning any replacement property on behalf of Seller or incurring material expenses or liability (unless such expenses or liability are reimbursed to Purchaser by Seller). Purchaser agrees to reasonably cooperate with Seller in effectuating the same purposelike-kind exchange and to execute all documents (subject to the reasonable approval of Purchaser and its legal counsel) reasonably necessary in connection therewith provided that such cooperation shall not (i) result in a reduction of Purchaser's rights or an increase in Purchaser's obligations under this Agreement other than to a de minimis extent, (ii) subject Purchaser to any additional risks not expressly contemplated by this Agreement or (iii) delay the Closing Date beyond the Outside Closing Date. Seller hereby agrees to indemnify and hold harmless Purchaser from all loss, cost, damage, claim, liability and expense (including without limitation, reasonable attorneys' fees) that may be suffered or incurred by Purchaser, including any and all taxes, related to or payable by reason of and as a direct result of (x) such exchange and/or (y) the documents relating to or evidencing the exchange. In the event either party assigns its rights of a like-kind exchange, on the Closing Date, (a) Seller shall, at the direction of the Qualified Intermediary, convey title to the Property to Purchaser, (b) Purchaser shall pay the balance of the Purchase Price (or the portion so assigned) to the Qualified Intermediary or the Escrow Agent under this Agreement pursuant Agreement, (c) the Escrow Agent shall pay over the Deposit to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (d) Purchaser shall execute such documents (subject to the reasonable approval of Purchaser and its legal counsel) as may be reasonably necessary to acknowledge the exchange. The Qualified Intermediary shall have the right to direct the payment of the balance of the Purchase Price to separate accounts and/or different persons, and Purchaser agrees to comply with such direction from the Qualified Intermediary. (b) Purchaser has informed Seller that it may acquire the Property as part of an exchange pursuant to Section 1031 of the Code, and the regulations promulgated thereunder. To facilitate such exchange, and as a material inducement to Purchaser to enter into this Agreement, Seller consents (i) to an assignment by Purchaser of this Agreement or of any of Purchaser's rights hereunder to a Qualified Intermediary (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)) and (ii) pay the portion to take such other actions as are reasonably necessary to facilitate such like-kind exchange, which shall in no event involve Seller acquiring title to or owning or conveying any replacement property on behalf of the Estimated Final Purchase Price attributable Purchaser or incurring material expenses or liability (unless such expenses or liability are reimbursed to the Assets into a qualified escrow or qualified trust account at Closing as directed in writingSeller by Purchaser). If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to reasonably cooperate with Purchaser in effectuating the like-kind exchange and to execute all documents (subject to reasonable approval of Seller and its legal counsel) reasonably necessary in connection therewith provided that such cooperation shall not (i) consent result in a reduction of Seller's rights or an increase in Seller's obligations under this Agreement, other than to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholdera de minimis extent, (ii) refund subject Seller to Purchaser the Performance Deposit previously deposited any additional risks not expressly contemplated by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept delay the Estimated Final Purchase Price Closing Date beyond the Outside Closing Date. Purchaser hereby agrees to indemnify and hold harmless Seller from all loss, cost, damage, claim, liability and expense (as including without limitation, reasonable attorneys' fees) that may be adjusted under the terms suffered or incurred by Seller, including any and all taxes, related to or payable by reason of this Agreementand as a direct result of (x) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and such exchange and/or (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writingy) the Assets which are documents relating to or evidencing the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereofexchange. Seller and Purchaser acknowledge and agree that Nothing contained in Section 16.5 hereof shall restrict any assignment described in this Section. No permitted assignment under this Section shall relieve Purchaser of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other liability under this Agreement. Notwithstanding the foregoing, and that neither party represents whether or not Purchaser elects to acquire the other that any particular tax treatment will Property as part of an exchange pursuant to Section 1031 of the Code, the transferee under the Deed to be given to either party as delivered at the Closing shall be the Purchaser named herein or a result thereofControlled Affiliate of Purchaser. (c) The indemnification provision contained in this Section 16.16 shall survive the Closing.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that (a) Purchaser, in lieu at the request of Seller, agrees to cooperate reasonably with Seller so that Seller may dispose of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction Property in a manner that will comply, either transaction intended to qualify in whole or in part, with the requirements of part as a liketax-kind deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Tax Code”). LikewiseIn order to implement such exchange: (a) Seller, upon notice to Purchaser, shall assign its rights, but not its obligations, under this Agreement to a third party designated by Seller to act as a qualified intermediary (as such phrase is defined in applicable regulations issued under the Tax Code); (b) Purchaser shall, and hereby agrees to, acknowledge such assignment and make all payments due hereunder to or as may be directed by such intermediary; and (c) at Closing, Seller shall have convey the right at Property directly to Purchaser; provided, however, that: (i) Purchaser’s cooperation shall be limited to the actions specifically contemplated by the preceding sentence; (ii) none of Purchaser’s rights or obligations hereunder shall be affected or modified in any way, nor shall any time prior periods contained herein be affected in any way; (iii) Purchaser shall have no responsibility or liability to Closing Seller or any other person for the qualification of Seller’s purported exchange transaction under Section 1031 of the Tax Code other than as a result of Purchaser’s failure to perform the actions specifically contemplated in this Paragraph; and (iv) Purchaser shall not be required to incur any additional expense (unless reimbursed by Seller) or liability (other than to a de minimis extent) as a result of such cooperation, exchange or assignment. Seller hereby agrees to and shall save, defend, indemnify and hold Purchaser harmless from and against any and all liability incurred by Purchaser as a result of any such cooperation, exchange or assignment. (b) Seller, at the request of Purchaser, agrees to cooperate reasonably with Purchaser to structure this transaction so that it qualifies, in whole or in part, pursuant to the tax-deferred exchange provisions of Section 1031 of Tax Code. In order to implement such structure: (i) Purchaser, upon notice to Seller, may assign its rights, but not its obligations, under this Agreement to a third party designated by Purchaser to act as a qualified intermediary; (ii) Seller agrees to acknowledge such assignment and to accept payment of all or a portion of its the Purchase Price from the qualified intermediary; and (iii) at Closing, Seller shall convey the Property directly to Purchaser or to the qualified intermediary, as the case may be, provided, however that; (w) Seller’s cooperation shall be limited to the actions specifically contemplated by the preceding sentence; (x) none of the rights under this Agreement or obligations of Seller or Purchaser hereunder shall be affected or modified in any way, nor shall any time periods contained herein be affected in any way; (y) Seller shall have no responsibility or liability to a Qualified Intermediary Purchaser or any other person for the same purpose. In qualification of Purchaser’s purported exchange transaction under Section 1031 of the event either party assigns its rights under Tax Code, other than solely as a result of Seller’s failure to perform the actions specifically contemplated by in this Agreement pursuant Paragraph 35(b); and (z) Seller shall not be required to this Section 8.6, such party agrees to notify the other party in writing incur any additional expense or liability as a result of such assignment at cooperation, exchange or before Closingassignment. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purposeAdditionally, Seller agrees to (i) consent to reasonably cooperate post-Closing with Purchaser’s assignment auditors in connection with the review of its rights in this Agreement in the form reasonably requested by Purchaserany of Seller’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as property operating statements that may be adjusted under the terms of this Agreement) required in order for the Assets Purchaser to meet public company reporting obligations. Purchaser hereby agrees to and shall save, defend, indemnify and hold Seller harmless from the account designated and against any and all liability incurred by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment any such cooperation, exchange or assignment. (c) The provisions of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, Paragraph 35 shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofsurvive Closing.

Like-Kind Exchange. Seller Any of the parties hereto may desire, and Purchaser hereby agree that this transaction may be completed each other party is willing to cooperate (subject to the limitations set forth below), to effectuate the sale of the Property by means of an exchange of “like-kind” property which will qualify as such under Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Each party expressly reserves the right to assign its rights, but not its obligations, hereunder to a qualified intermediary as provided in I.R.C. Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller shall be paid, upon Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that each party will assist Purchaser shall not be required to participate in completing any subsequent closing, (b) the sale as Other Party shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser shall not be obligated to acquire or accept title to any property other than the Property, and Seller shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of the Property made pursuant to this Section 12.11 shall qualify for a like-kind exchange. As a Once Purchaser has paid the purchase money proceeds as directed by Seller (if Seller is the Requesting Party), or Seller has conveyed the Property as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such “like-kind kind” exchange. Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, Seller liabilities and Purchaser agree that Purchaser, expenses incurred or suffered by the Other Party in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, connection with the requirements of a “like-kind kind” exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable exchanges described herein with respect to the Assets into a qualified escrow or qualified trust account at Property, which indemnity shall survive the Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment until the expiration of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller any applicable statute of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereoflimitations.

Like-Kind Exchange. Seller and Purchaser hereby agree that Subject to the limitations set forth in this transaction may be completed as a like-kind exchange and that Section 11.6, each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Party shall have the right to structure the transactions contemplated under the terms of this Agreement as a Like-Kind Exchange. Notwithstanding any other provisions of this Agreement, in connection with effectuating a Like-Kind Exchange, each Party shall have the right, at any time or prior to the Closing Date or any subsequent closing, to assign all or a portion of its rights under this Agreement (the “Assigned Rights”) to a Qualified Intermediary “qualified intermediary” (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations1.1031(k)-1(g)(4)) or an Exchange Accommodation Titleholder to a “qualified exchange accommodation titleholder” (as that term is defined in Rev. Proc. U.S. Revenue Procedure 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose). In the event either party a Party (in its capacity as an exchanging party, referred to in this Section 11.6 as an “Exchanging Party”) assigns its rights under this Agreement the Assigned Rights to a “qualified intermediary” pursuant to this Section 8.611.6, then such party Exchanging Party agrees to notify the other party Party in writing of such assignment at reasonably in advance of the Closing Date. In addition, should a Party choose to effectuate a Like-Kind Exchange, the Parties agree to use commercially reasonable efforts to cooperate with one another in the completion of such an exchange, including the execution of all documents reasonably necessary to effectuate such a Like-Kind Exchange; provided, however, that (a) the Closing Date shall not be delayed or before Closing. If Seller assigns affected by reason of the Like-Kind Exchange, (b) the Exchanging Party shall effect its rights Like-Kind Exchange through an assignment of the Assigned Rights to a “qualified intermediary” or to a “qualified exchange accommodation titleholder,” but such assignment shall not release such Exchanging Party from any of its liabilities or obligations under this Agreement for this purposeand (c) the Exchanging Party shall be obligated to pay all additional costs incurred as a result of the Like-Kind Exchange, Purchaser agrees to (i) consent to Seller’s assignment and the non-Exchanging Party shall incur no additional unreimbursed costs, expenses, fees or liabilities as a result of its rights in this Agreement in the form reasonably exchange requested by the Qualified Intermediary, and (ii) pay the portion Exchanging Party. Each of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser Buyer hereby acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of pursuant to this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, Section 11.6 shall not release either party from a Party from, or modify, any of their its respective liabilities and obligations (including indemnity obligations to each other other) under this Agreement. Neither Party, and that neither party represents by its consent to or cooperation with a Like-Kind Exchange by the other that Party, shall be responsible in any particular tax treatment will be given way for the Exchanging Party’s compliance with the rules applicable to either party as a result thereofsuch Like-Kind Exchange.

Like-Kind Exchange. Seller and Purchaser hereby agree that Either party may elect to structure this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have and the right regulations promulgated thereunder, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to Closing the date of Closing. In order to effect a Like-Kind Exchange, non-electing party shall cooperate and do all acts as may be reasonably required or requested by the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, permitting such party to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for (“QI”) of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange; provided, however, Buyer shall not be required to take title to any property other than the same purposeProperties in connection with the Like-Kind Exchange, and Xxxxx’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. In Buyer reserves the event either party assigns right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement pursuant with respect to this Section 8.6, such party agrees to notify the other party in writing of such assignment at any or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion all of the Estimated Final Purchase Price attributable Properties to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by PurchaserBuyer’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed that term is defined in writingRevenue Procedure 2000-37) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof(“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Purchaser Xxxxx acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses a whole or liabilities of a party as a result of the other party’s partial assignment of this Agreement to a Qualified Intermediary QI or Exchange Accommodation Titleholder, QEAT shall not release either party from Seller or Buyer from, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Properties if such costs are the result of the other party’s Like-Kind Exchange, and that neither the party represents electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other that any particular tax treatment will be given to either party as a result thereoffrom and against all claims, losses and liabilities, if any, resulting from the Like- Kind Exchange.

Like-Kind Exchange. Buyer consents to any assignment by Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion certain of its rights and obligations under this Agreement (a “1031 Assignment”) to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) ), or an to its Qualified Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37), 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, connection with the requirements effectuation of a like-kind exchange (an “Exchange”). In the event Seller makes a 1031 Assignment to a Qualified Intermediary or the Qualified Exchange Accommodation Titleholder pursuant to this Section 1031 of the Code. Likewise15.15, Seller shall have agrees to notify Buyer in writing of such assignment at least one (1) Business Day before the right at Closing Date. Notwithstanding the occurrence of a 1031 Assignment, Seller and Buyer acknowledge and agree that any time prior to Closing to assign all or a such assignment of any portion of its Seller’s rights and obligations under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable or to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall does not release either party Party from any of their respective liabilities and obligations to each other (including, without limitation, indemnification obligations) under this Agreement. Buyer agrees to cooperate with Seller to attempt to structure the transactions contemplated hereby as a like-kind exchange; provided (i) the Closing shall not be delayed or affected by reason of the Exchange, and that neither party represents to (ii) Seller shall indemnify Buyer against any additional costs or liabilities directly incurred by Buyer on account of Seller’s consummation of the other that any particular tax treatment will be given to either party as a result thereoftransaction contemplated hereby through an Exchange.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction At the request of a party hereto (a “Requesting Party”), the other party (a “Cooperating Party”) shall take all such actions as may be completed reasonably requested by the Requesting Party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the Requesting Party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Internal Revenue Service Revenue Procedure 2000-37; provided, however, the Cooperating Party shall not be obligated to bear (and that each party will assist the Requesting Party shall reimburse the Cooperating Party for) any out-of-pocket cost or expense incurred by the Cooperating Party in completing connection with such cooperation other than the sale as Cooperating Party’s incidental counsel fees related to such cooperation. In furtherance of this Section 4.7 and notwithstanding anything contained in this Agreement to the contrary, the Requesting Party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate a forward or reverse like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu exchange under Section 1031 of the purchase of Internal Revenue Code, and the Assets from Seller for Cooperating Party agrees to execute and deliver an acknowledgment and consent to any such assignment by the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion Requesting Party of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) qualified intermediary or an Exchange Accommodation Titleholder (as exchange accommodation titleholder; provided, however, such assignment shall not relieve the Requesting Party of any of its obligations hereunder. Without limiting the foregoing, the Cooperating Party agrees that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order shall execute and deliver to accomplish the transaction in a manner that will comply, either in whole Requesting Party or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right qualified intermediary at any time or prior to the Closing any and all documents reasonably required or requested by such Requesting Party or the qualified intermediary to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either complete such exchange; provided, however, that, neither party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees shall be required to (ia) consent accept title to Seller’s assignment of its rights in this Agreement in any property other than the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation TitleholderProperties, (iib) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller expend additional amounts of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) money above those amount for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other it is obligated under this Agreement, and that neither party represents to (c) extend the Closing Date, or (d) incur any other that any particular tax treatment will be given to either party as a result thereofmaterial liability or obligation.

Like-Kind Exchange. (a) In the event Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist determines on or before the Closing Date to transfer the Property in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under accordance with this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction and in a manner that will comply, either in whole or in part, with qualifies for the requirements deferral of a like-kind recognition of gain related to the exchange of the Property pursuant to Section 1031 of the CodeInternal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder ("Seller's Like Kind Exchange"), Buyer agrees and covenants to fully cooperate with such transfer. LikewiseBuyer agrees and covenants to timely execute any and all documents, and perform any and all tasks, deemed reasonably necessary by Seller to facilitate Seller's Like Kind Exchange. Seller shall have the right at indemnify and hold harmless Buyer from any time prior to Closing to assign all or liability incurred solely as a portion result of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6Buyer's participation in Seller's Like Kind Exchange, such party agrees to notify the other party in writing exclusive of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested any liability that would otherwise be due and payable by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party Buyer as a result of the other party’s assignment of transactions contemplated by this Agreement. Seller shall reimburse Buyer for all reasonable costs and expenses, if any, including reasonable attorney's fees, incurred solely with respect to Buyer's participation in Seller's Like Kind Exchange. (b) In the event Buyer determines on or before the Closing Date to acquire the Property in accordance with this Agreement and in a manner that qualifies for the deferral of recognition of gain related to a Qualified Intermediary or Exchange Accommodation Titleholderthe exchange of the Property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder ("Buyer's Like Kind Exchange"), Seller agrees and covenants to fully cooperate with such transfer. Seller agrees and covenants to timely execute any and all documents, and perform any and all tasks, deemed reasonably necessary by Buyer to facilitate Buyer's Like Kind Exchange. Buyer shall not release either party indemnify and hold harmless Seller from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party liability incurred solely as a result thereofof Seller's participation in Buyer's Like Kind Exchange, exclusive of any liability that would otherwise be due and payable by Seller as a result of the transactions contemplated by this Agreement (e.g., federal income taxes related to the sale of the Property). Buyer shall reimburse Seller for all reasonable costs and expenses, if any, including reasonable attorney's fees, incurred solely with respect to Seller's participation in Buyer's Like Kind Exchange.

Like-Kind Exchange. Seller and Purchaser hereby agree that Notwithstanding anything else in this transaction may be completed as a like-kind exchange and that Agreement, each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Party shall have the right to structure the transactions contemplated under the terms of this Agreement as a Like-Kind Exchange. Notwithstanding any other provisions of this Agreement, in connection with effectuating a Like-Kind Exchange, each Party shall have the right, at any time or prior to the Closing Date or any subsequent closing, to assign all or a portion of its rights under this Agreement (the “Assigned Rights”) to a Qualified Intermediary “qualified intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4) of the Treasury Regulations) or to an “Exchange Accommodation Titleholder Titleholder” (as that term is defined in Rev. Proc. U.S. Revenue Procedure 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose). In the event either party a Party (in its capacity as an exchanging party, referred to in this Section 15.16 as an “Exchanging Party”) assigns its rights under this Agreement the Assigned Rights to a “qualified intermediary” pursuant to this Section 8.615.16, then such party Exchanging Party agrees to notify the other party Party in writing of such assignment at reasonably in advance of the Closing Date. In addition, should a Party choose to effectuate a Like-Kind Exchange, the Parties agree to use reasonable best efforts to cooperate with one another in the completion of such an exchange, including the execution of all documents reasonably necessary to effectuate such a Like-Kind Exchange; provided, however, that (a) the Closing Date shall not be delayed or before Closing. If Seller assigns affected by reason of the Like-Kind Exchange, (b) the Exchanging Party shall effect its rights Exchange through an assignment of the Assigned Rights to a “qualified intermediary” or to an “Exchange Accommodation Titleholder,” but such assignment shall not release such Exchanging Party from any of its liabilities or obligations under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writingc) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement non-Exchanging Party shall not increase the incur no additional unreimbursed costs, expenses expenses, fees or liabilities of a party as a result of or in connection with the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.exchange HN\1533753.22

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed will consummate the purchase of the Property as part of a so-called like-kind exchange (the "Exchange") pursuant to ss.1031 of the Internal Revenue Code of 1986, as amended, provided that (1) Purchaser shall provide all material information relating to the parties and that each party will assist in completing properties to the sale as a like-kind exchange. As a like-kind exchangeExchange no later than two days before Closing; (2) all costs, Seller fees, and expenses attendant to the Exchange shall be the sole responsibility of Purchaser, and Purchaser agree that Purchasershall indemnify and hold harmless Seller from and against any such costs, in lieu fees, and expenses; (3) the Closing shall not be delayed or affected by reason of the purchase Exchange nor shall the consummation or accomplishment of the Assets Exchange be a condition precedent or condition subsequent to Purchaser's obligations and covenants under this Agreement; and (4) Seller shall not be required to acquire or hold title to any real property other than the Land and Improvements for purposes of consummating the Exchange. Purchaser agrees to defend, indemnify and hold Seller harmless from any liability, damages, or costs, including (without limitation) reasonable attorneys' fees, that may result from Seller's acquiescence to the Exchange. Seller for shall not, by this Agreement or acquiescence to the consideration provided hereinExchange, shall (a) have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement Agreement, including (without limitation) those that survive Closing, affected or diminished in any manner or (b) be responsible for compliance with or be deemed to a Qualified Intermediary (as have warranted to Purchaser that term is defined the Exchange in Section 1.1031(k)-1(g)(4)(v) fact complies with ss.1031 of the Treasury Regulations) or an Exchange Accommodation Titleholder (Internal Revenue Code of 1986, as that term is defined in Rev. Procamended. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the The terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Section shall survive Closing. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] SELLER'S SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT BETWEEN LASALLE BANK NATIONAL ASSOCIATION, and (iv) at ClosingAS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costsCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation TitleholderSERIES 2002-CP3, shall not release either party from any of their respective liabilities and obligations to each other under this AgreementAS SELLER AND MARK D. ZIMMERMAN, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofAS QUALIFXXX XXXXXXXX XXXXMMODATOR FOR MONTGOMERY REALTY GROUP INC., AS PURCHASER

Like-Kind Exchange. Seller and Purchaser hereby agree Notwithstanding anything in this Agreement to the contrary, it is understood between the parties that this it is Xxxxxx's intent to exchange some portion or all of the proceeds from the sale of the Property to Buyer for other properties of like kind in a manner which will cause such transaction may be completed to qualify as a like-like kind exchange under the provisions of Section 1031 of the Internal Revenue Code of 1986 as amended, and that each party will assist in completing Seller would not enter into this Agreement but for the sale as a like-contemplated like kind exchange. As a like-If the Seller is unable to close on the like kind exchangereplacement properties at the time of the purchase hereunder, Seller and Purchaser agree that Purchaser, then the Buyer agrees to cooperate with Xxxxxx in lieu of structuring the purchase of the Assets from Seller for the consideration provided hereinProperty as a like kind exchange, whether simultaneous or deferred. The Buyer’s cooperation shall have the right at any time prior be limited to Closing to assign all or paying a portion or all of its rights the proceeds into an escrow account until the Seller can identify and contract for like kind replacement properties. Seller acknowledges that Xxxxx's sole obligation under this Agreement paragraph shall be to cooperate with Seller at no additional cost, expense, obligation or liability to Buyer in accommodating Seller's intent to effect a Qualified Intermediary (as like kind exchange. Seller further acknowledges that term is defined in Section 1.1031(k)-1(g)(4)(v) Xxxxx has made no representations or warranties concerning the tax consequences or effect of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Procexchange contemplated hereunder. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party Xxxxxx agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, indemnify and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party hold Buyer harmless from any of their respective liabilities and obligations to each other under loss, cost, damage or expense not otherwise contemplated in this Agreement, incurred by Buyer by reason of Buyer's cooperation with Seller in coordinating the like kind exchange contemplated hereunder. IF THIS INSTRUMENT IS NOT EXECUTED BY THE SELLER, ON OR BEFORE JULY 16, 2021 BUYER SHALL BE UNDER NO OBLIGATION TO ACCEPT THIS INSTRUMENT. XXXXX’S EXECUTION OF THIS INSTRUMENT 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 REVENUE BONDS BY THE STATE OF FLORIDA OR OTHER FUNDING AS PROVIDED BY THE LEGISLATURE. THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT WHEN DULY EXECUTED. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BUYER BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA BY DIVISION OF STATE LANDS OF THE FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION BY: Witness as to Buyer NAME: Xxxxxx XxXxxxx AS ITS: Director, Division of State Lands Witness as to Buyer Date signed by Buyer Approved as to Form and that neither party represents Legality By: Date: STATE OF FLORIDA COUNTY OF XXXX The foregoing instrument was acknowledged before me by means of [_] physical presence or [_] online notarization this day of , 20 by Xxxxxx XxXxxxx, Director, Division of State Lands, the State of Florida Department of Environmental Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. She is personally known to me. (NOTARY PUBLIC SEAL) (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: Project Name: Xxxxxx Flatwoods FF This instrument prepared by and returned to: Xxxxx XxXxxxxx Division of State Lands 0000 Xxxxxxxxxxxx Xxxx., Mail Station 115 Tallahassee, FL 32399-3000 THIS GRANT OF CONSERVATION EASEMENT is made this day of , 20 , by Walco Leasing, LLC, a Florida limited liability company, whose address is 0000 Xxxxxxxxx Xxxxxx, Fort Xxxxx, Florida 33901 ("Grantor"), in favor of the other that any particular tax treatment will be given to either party as a result thereofBOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA ("Trustees"), whose address is Florida Department of Environmental Protection (“DEP”), Division of State Lands, 0000 Xxxxxxxxxxxx Xxxx., Xxxx Xxxxxxx 000, Xxxxxxxxxxx, Xxxxxxx 00000-0000, ("Grantee").

Like-Kind Exchange. Seller Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and Purchaser hereby agree agrees that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property (the "Tax-Free Exchange") in a transaction intended to qualify as a tax-free exchange under Section 1031 of the Internal Revenue Code of 1986, as amended from time to time, and any time regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the "Code"). If Seller elects to effect a Tax-Free Exchange pursuant to this Section 10.24, Seller shall provide written notice to Purchaser prior to Closing Closing, in which case Seller shall enter into an exchange agreement and other exchange documents with a "qualified intermediary" (as defined in Treas. Reg. 1.1031(k)-1(g)(4) of the Code) (the "Exchange Party"), pursuant to which Seller shall assign all or a portion of its rights right, title and interest under this Agreement to the Exchange Party. Purchaser shall execute and deliver such documents as may be required to complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the Tax-Free Exchange. Purchaser agrees that if Seller elects to effect a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement Tax-Free Exchange pursuant to this Section 8.610.24, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, Purchaser shall pay the Purchase Price to the Exchange Party and (iv) at Closingdirect Escrow Agent to disburse the Xxxxxxx Money to the Exchange Party. Notwithstanding the foregoing in this Section 10.24, convey and assign directly to Purchaser or Purchaser’s the Tax-Free Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not diminish Purchaser's rights, nor increase the costsPurchaser's liabilities or obligations, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Seller shall pay for all fees, costs and that neither party represents to expenses in connection with the other that any particular tax treatment will be given to either party as a result thereofTax-Free Exchange.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange(a) Seller, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right upon providing written notice at any time least 30 calendar days prior to Closing Date, may, with respect to assign some or all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) Purchased Assets, elect to effect a simultaneous or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000non-37, 2000simultaneous tax-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind deferred exchange pursuant to Section 1031 of the CodeCode and the regulations thereunder. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party Purchaser expressly agrees to notify the other party use reasonable efforts to cooperate with Seller, upon Seller's reasonable request, in writing of connection with any such assignment at exchange, including by executing any and all documents, including escrow instructions or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent agreements and consenting to Seller’s 's assignment of its rights in this Agreement in the form hereunder to an exchange entity, which are reasonably requested necessary to carry out such an exchange. Any and all representations, obligations, agreements, warranties and covenants made by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of connection with this Agreement shall not increase remain in full force and effect and continue to inure to the costsbenefit of Purchaser, expenses or liabilities of a party as a result of the other party’s notwithstanding any assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, third party in connection with such Section 1031 exchange. Nothing in this Section 6.9 shall not release either party in any manner relieve Seller from any of their respective liabilities and its obligations to each other under this Agreement, and that neither party represents Seller shall remain primarily liable to Purchaser pursuant to the other that terms of this Agreement. (b) Purchaser's obligation to cooperate in a Section 1031 exchange is conditioned upon each of the following: (i) Purchaser shall not be required to incur any particular tax treatment will be given to either party additional costs, expenses or Liabilities (including professional fees and transfer taxes) as a result thereofof, or in connection with, any action taken by Purchaser under Section 6.9(a) or such Section 1031 exchange, and Seller shall indemnify and hold Purchaser harmless from any Damages or any other cost, expense, liability or loss of Tax benefits incurred by Purchaser in connection with any action taken by Purchaser under Section 6.9(a) or such Section 1031 exchange, (ii) the Closing shall not be delayed as a result of such Section 1031 exchange, (iii) all acknowledgments, releases, representations, warranties, covenants and agreements made by Seller (as set forth in this Agreement) shall remain in full force and effect in favor of Purchaser as if such Section 1031 exchange had not been made and (iv) Purchaser shall not be required to hold legal title to any assets other than the Purchased Assets.

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction (a) Seller, at its option, may be completed elect to use the proceeds for the sale of the Property to purchase a replacement property as part of a like-kind exchange and that each party will assist in completing under Section 1031 of the sale Code. If Seller desires to sell the Property as a like-kind exchange. As part of such a like-kind exchange, Seller and shall notify Purchaser agree that no later than two (2) business days prior to the Closing Date. Provided Seller has so notified Purchaser, in lieu Purchaser agrees to cooperate with Seller to effect the like-kind exchange contemplated hereunder and to execute and deliver all documents which reasonably may be required to effectuate such exchange as a qualified transaction pursuant to Section 1031 of the purchase of Code; provided that: (i) the Assets from Seller for the consideration provided herein, Closing shall have the right at any time prior to Closing to assign all not be delayed; (ii) Purchaser incurs no additional cost or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined liability in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, connection with the requirements like-kind exchange; (iii) Seller pays all costs associated with the like-kind exchange; and (iv) Purchaser is not obligated to take title to any other property. Similarly, in the event that Purchaser elects to purchase the Property as part of a like-like kind exchange pursuant to Section 1031 of the Code. LikewiseCode (including, without limitation, a Section 1031 exchange involving tenancy in common interests), Seller agrees to cooperate with Purchaser in connection therewith and to execute and deliver all documents which reasonably may be required to effectuate such exchange as a qualified transaction pursuant to Section 1031 of the Code; provided that: (i) the Closing shall not be delayed; (ii) Seller incurs no additional cost or liability in connection with the like-kind exchange; (iii) Purchaser pays all costs associated with the like-kind exchange; and (iv) Seller is not obligated to take title to any other property. (b) Purchaser has advised Seller that Purchaser may solicit investments in the Property from investors that will acquire undivided interests in the Property and become tenants-in-common therein ("TIC INVESTORS"). Notwithstanding anything contained in this Agreement to the contrary, Seller and Purchaser agree as follows: (a) Purchaser shall have the right to distribute information about the Property and this Agreement to potential brokers and their advisors who may facilitate the sale of such tenant-in-common interests; provided, however, that until the M&M Extension Lease has been fully executed, Purchaser shall not distribute any information relating to M&M and its lease at the Property or any time extension or modification thereof without the prior to Closing written consent of Seller, which may be withheld in Seller's sole discretion; (b) Purchaser shall have the right to assign all or a portion of its rights under this Agreement (including, without limitation, any rights arising under the Seller Representation Certificate) to a Qualified Intermediary for TIC Investors that invest in the same purpose. In Property; (c) Purchaser shall have the event either party assigns its rights under this Agreement pursuant right to this Section 8.6, such party agrees modify the form of Tenant Estoppel Certificate attached hereto as EXHIBIT D so as to notify expressly include the other party TIC Investors that invest in writing the Property within the definition of "Purchaser," so long as Purchaser informs Seller of such assignment modification at least three (3) business days prior to the expiration of the Inspection Period; and (d) with the prior approval of Seller, which approval shall not be unreasonably withheld, delayed or before Closing. If Seller assigns its rights under this Agreement for this purposeconditioned, Purchaser agrees may undertake other activities to (i) consent to Seller’s assignment accommodate the sale of its rights tenant in this Agreement in the form reasonably requested by the Qualified Intermediary, common interest and (ii) pay the substitute TIC Investors for all or portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow Purchaser's interests hereunder or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofProperty.

Like-Kind Exchange. Seller In accordance with the terms of the applicable Master Exchange Agreement, the following restrictions shall apply: (a) Property Manager shall instruct the Administrative Agent to, and Purchaser hereby agree the Administrative Agent shall, establish and maintain the Exchange Account, in the name of the Qualified Intermediary that shall be administered and operated as provided in the Master Exchange Agreement and the Escrow Agreement. The Exchange Account shall be an Eligible Account. If the Exchange Account is not maintained in accordance with this transaction Section 7.10, and the Administrative Agent has received written notice thereof pursuant to Section 2.03(iii) of the Escrow Agreement, then the Administrative Agent and the Qualified Intermediary shall establish a new Exchange Account that complies with this Section 7.10 and transfer into the new Exchange Account all funds from the non-qualifying Exchange Account. The funds held in the Exchange Account may be completed held as a like-kind exchange and that cash or invested in Permitted Investments in accordance with the Escrow Agreement. (b) Subject to the limitations set forth in Section 7.01(a), each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Borrower shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) have released from the lien of the Treasury Regulations) or related Mortgage and the Credit Agreement a Released Property for the purposes of consummating an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, accordance with the requirements of a like-kind exchange pursuant to Section 1031 terms of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purposeMaster Exchange Agreement. In the event either party assigns its rights under this Agreement connection with a release of Properties or Loans pursuant to this Section 8.67.10(b), upon the Administrative Agent’s receipt of an Officer’s Certificate by the applicable Borrower or the Property Manager certifying that all conditions set forth herein have been satisfied, upon which the Administrative Agent shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, the Administrative Agent shall release to such party agrees to notify the other party in writing of such assignment at Borrower or before Closing. If Seller assigns its rights under this Agreement for this purposedesignee, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by which may include the Qualified Intermediary, the related Lease File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by such Borrower and are reasonably necessary to release any Mortgage or other lien or security interest in such Property and the related Lease from the lien of the Credit Agreement. (c) Any Replacement Property acquired by a Borrower pursuant to the Master Exchange Agreement shall satisfy the criteria set forth in the definition of “Qualified Substitute Property”. (d) No Borrower may transfer a Released Property to the Qualified Intermediary pursuant to this Section and the Master Exchange Agreement unless: (i) no Early Amortization Period has occurred and is continuing or would result from the making of such transfer; (ii) pay the portion Termination Date has not occurred and is not then in effect; (iii) the Company has deposited the related Exchange Cash Collateral pursuant to Section 7.11; (iv) the Required Conditions have been satisfied; and (v) the representations and warranties of the Estimated Final Purchase Price attributable Qualified Intermediary in the Master Exchange Agreement are true and correct on and as of the date of such transfer with the same effect as though made on and as of such date. (e) The Relinquished Property Proceeds deposited into the Exchange Account in connection with the sale or disposition of a Relinquished Property shall be an amount equal to or greater than the Fair Market Value of such Relinquished Property. (f) Relinquished Property Proceeds transferred from the Exchange Account to the Assets Release Account pursuant to the Escrow Agreement shall be applied in accordance with Section 3.05(b). (g) In no event shall funds in the Release Account, the Payment Account, the Collection Account or the Exchange Reserve Account or any other funds that are subject to the lien of the Credit Agreement be utilized as Additional Subsidies for the purposes of acquiring a Replacement Property pursuant to the Master Exchange Agreement. In no event shall the Company directly deposit any Additional Subsidies into the Exchange Account; provided, that the Company may elect to make a qualified escrow capital contribution to the applicable Borrower and cause such Borrower to deposit such amounts into the Exchange Account as Additional Subsidies. (h) For the avoidance of doubt, the Administrative Agent shall not have the benefit, directly or qualified trust account at Closing as directed indirectly, of a lien on any amounts on deposit in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to the Exchange Account. (i) consent Any Replacement Property acquired by a Borrower pursuant to Purchaser’s assignment the Master Exchange Agreement shall constitute Collateral and become subject to the lien of its rights in this the Credit Agreement in accordance with the form reasonably requested by Purchaser’s Qualified Intermediary terms thereof. To the extent that the Master Exchange Agreement or the Escrow Agreement requires the Property Manager or any Borrower to provide written instruction to the Escrow Agent directing the transfer of Relinquished Property Proceeds from the Exchange Accommodation TitleholderAccount to the Release Account, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s Property Manager or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit such Borrower, as applicable, shall promptly deliver such written instruction in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under accordance with the terms of this the Master Exchange Agreement and the Escrow Agreement) for the Assets ; provided, that in no event shall Additional Subsidies be transferred from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents Account to the other that any particular tax treatment will be given to either party as a result thereofRelease Account.

Like-Kind Exchange. The Seller shall negotiate the terms and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu conditions of the purchase contracts of sale or the Assets from Seller leases for the consideration provided herein, Exchange Parcels and shall have furnish execution copies of such contracts of sale or leases to the right at any time prior Qualified Intermediary. All contracts so furnished to Closing to assign all or a portion of its rights under this Agreement to a the Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested be executed by the Qualified IntermediaryIntermediary within ten (10) days after their submission by Seller. The Qualified Intermediary shall not enter into any such contracts or lease regarding the Exchange Parcels except those furnished thereto by the Seller. If the contract or lease for an Exchange Parcel shall require the payment of an xxxxxxx money deposit or any other funds, and (ii) pay the portion amount of the Estimated Final Purchase Price attributable xxxxxxx money deposit or any other funds shall be advanced by the Qualified Intermediary from the funds deposited therewith pursuant to paragraph b hereof to the Assets seller, landlord or other party named in the contract or lease regarding the Exchange Parcel. In addition to the above, Qualified Intermediary shall enter into a qualified escrow construction contract or qualified trust account at Closing construction contracts negotiated and selected by Seller and shall use the Escrow Account Balance (as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, hereinafter defined) to construct improvements upon the Exchange Parcel to be transferred or assigned to Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon as directed by Seller. Seller shall require the construction company or general contractor constructing improvements on any Exchange Parcel to have adequate liability insurance and to name Qualified Intermediary as a certificate holder. Qualified Intermediary shall convey each Exchange Parcel to Seller by limited warranty deed or by assignment of lease with regard to a leasehold estate. Seller shall be responsible for all real estate taxes applicable to each Exchange Parcel from the date of acquisition of same by Qualified Intermediary’s . Notwithstanding anything herein to the contrary, in no event shall Qualified Intermediary be required to expend more than the Escrow Account Balance for the acquisition and construction of 2 one or more Exchange Accommodation Titleholder’s payment Parcels. Accordingly, if the total cost for the acquisition and construction of one or more Exchange Parcels are greater than the amount of the Escrow Account Balance held by Qualified Intermediary, Seller shall be responsible for any deficiency from time to Seller of a replacement Performance Deposit in time or at the same amount, (iii) accept the Estimated Final Purchase Price Second Closing (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofhereinafter defined).

Like-Kind Exchange. Seller Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and Purchaser hereby agree agrees that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property (the “Tax-Free Exchange”) in a transaction intended to qualify as a tax-free exchange under Section 1031 of the Internal Revenue Code of 1986, as amended from time to time, and any time regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects to effect a Tax-Free Exchange pursuant to this Section 10.24, Seller shall provide written notice to Purchaser prior to Closing Closing, in which case Seller shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” (as defined in Treas. Reg. § 1.1031(k)-1(g)(4) of the Code) (the “Exchange Party”), pursuant to which Seller shall assign all or a portion of its rights right, title and interest under this Agreement to the Exchange Party. Purchaser shall execute and deliver such documents as may be required to complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the Tax-Free Exchange. Purchaser agrees that if Seller elects to effect a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement Tax-Free Exchange pursuant to this Section 8.610.24, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, Purchaser shall pay the Purchase Price to the Exchange Party and (iv) at Closingdirect Escrow Agent to disburse the Exxxxxx Money to the Exchange Party. Notwithstanding the foregoing in this Section 10.24, convey and assign directly to Purchaser or the Tax-Free Exchange shall not diminish Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not rights, nor increase the costsPurchaser’s liabilities or obligations, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Seller shall pay for all fees, costs and that neither party represents to expenses in connection with the other that any particular tax treatment will be given to either party as a result thereofTax-Free Exchange.

Like-Kind Exchange. Each Seller and Purchaser hereby agree that this transaction may be completed as a like-kind elect to exchange and that each party will assist in completing one or more Projects (to the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu extent of the purchase Seller Cash Consideration to be received therefor) for other real estate of a like kind in accordance with Section 1031 of the Assets from Internal Revenue Code of 1986, as amended. To exercise any rights under this Section, a Seller for the consideration provided herein, shall have the right provide Buyer with a written statement stating such Seller’s intent to enter into an exchange at any time least twenty (20) days prior to the Closing to Date. A Seller may assign all or a portion of its rights right under this Agreement to a qualified intermediary (the “Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(vIntermediary”) for the purpose of the Treasury Regulations) or completing such an Exchange Accommodation Titleholder (as that term is defined in Rev. Procexchange. 2000-37, 2000-2 C.B. 308) in order A Seller’s election to accomplish the transaction in exchange a manner that will comply, either in whole or in part, with the requirements Project for other real estate of a like-like kind exchange pursuant shall be at no cost or liability to Buyer. Should this Agreement become part of a Section 1031 transaction, the applicable Seller hereby agrees that Buyer may enforce any and all representations, warranties, covenants and other obligations of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights Sellers under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, directly against such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by and/or the Qualified Intermediary, and (ii) pay Buyer agrees that the portion Qualified Intermediary may enforce any covenants of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights Buyer under this Agreement for this purposedirectly against Buyer. The applicable Seller shall indemnify Buyer from any and all losses, Seller agrees to (i) consent to Purchasercosts, expenses, damages or liabilities sustained or incurred by reason of Buyer’s assignment of its rights in this Agreement participation in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (exchange. DATED as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing Effective Date specified in Article I. U-STORE-IT, L.P., a Delaware limited partnership By: U-Store-It Trust, its general partner By: /s/ Sxxxxx X. Xxxxxx Sxxxxx X. Xxxxxx, President and other terms and conditions hereofChief Financial Officer By: Self Storage GP Corp., General Partner By: Self Storage GP Corp., General Partner By: /s/ Dxxxxx X. Xxxxxx By: /s/ Dxxxxx X. Xxxxxx Dxxxxx X. Xxxxxx, Vice President Dxxxxx X. Xxxxxx, Vice President By: Self Storage GP Corp., General Partner By: Self Storage GP Corp., General Partner By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President By: Self Storage GP Corp., General Partner By: MR Partner Corp., General Partner By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President Grant Pacific Corporation NSS – Pima County, a Delaware Limited Partnership By: Self Storage GP Corp., General Partner By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President National Self Storage Tucson Nos. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs10, expenses or liabilities of 11, 12, a party as Delaware Limited Partnership NSS SW Investors, LP By: Islander (Delaware) Inc., General Partner By: Self Storage GP Corp., General Partner By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President By: Self Storage GP Corp., General Partner By: Self Storage GP Corp., General Partner By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President By: Self Storage GP Corp., General Partner By: Self Storage GP Corp., General Partner By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President Utah Business Partners I, a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation TitleholderDelaware Limited Partnership SGMP Equity Fund I Limited Partnership By: Self Storage GP Corp., shall not release either party from any of their respective liabilities and obligations to each other under this AgreementGeneral Partner By: Self Storage GP Corp., and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.General Partner By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President By: Self Storage GP Corp., General Partner By: NSS Southern California, Inc. By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President By: Self Storage GP Corp., General Partner By: SSMC Funding Corp. By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President By: Self Storage GP Corp., General Partner By: Dxxxxx X. Xxxxxx, Vice President By: MR Partner Corp., General Partner By: Dxxxxx X. Xxxxxx, Vice President

Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction (i) Seller, at its option, may be completed elect to use the proceeds for the sale of the Property to purchase a replacement property as part of a like-kind exchange and that each party will assist in completing under Section 1031 of the sale Code. If Seller desires to sell the Property as a like-kind exchange. As part of such a like-kind exchange, Seller and shall notify Purchaser agree that no later than two (2) business days prior to the Closing Date. Provided Seller has so notified Purchaser, in lieu of Purchaser agrees to cooperate with Seller to effect the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange contemplated hereunder and to execute and deliver all documents which reasonably may be required to effectuate such exchange as a qualified transaction pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to ; provided that: (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and Closing shall not be delayed; (ii) pay Purchaser incurs no additional cost or liability in connection with the portion like-kind exchange; (iii) Seller pays all costs associated with the like-kind exchange; and (iv) Purchaser is not obligated to take title to any other property. (ii) Purchaser, at its option, may elect to exchange other property of like-kind and qualifying use within the meaning of Section 1031 of the Estimated Final Purchase Price attributable to Code, for fee title in the Assets into a qualified escrow or qualified trust account at Closing as directed in writingProperty. If Purchaser assigns its rights under this Agreement for this purposedesires to purchase the Property as part of such like-kind exchange, Purchaser shall notify Seller no later than two (2) business days prior to the Closing Date. Provided Purchaser has so notified Seller, Seller agrees to cooperate with Purchaser to effect the like-kind exchange contemplated hereunder and to execute and deliver all documents which reasonably may be required to effectuate such exchange as a qualified transaction pursuant to Section 1031 of the Code; provided that: (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, Closing shall not be delayed; (ii) refund to Purchaser Seller incurs no additional cost or liability in connection with the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, like-kind exchange; (iii) accept Purchaser pays all costs associated with the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, like-kind exchange; and (iv) at Closing, convey and assign directly Seller is not obligated to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the take title to any other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofproperty.

Like-Kind Exchange. The Buyer and the Seller and Purchaser hereby agree that this transaction either party, at its sole expense, may be completed as elect a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu under Section 1031 of the purchase of Code with respect to the Assets from Seller for the consideration provided hereintransactions contemplated by this Agreement. The Seller, at its expense, shall have the right at any time prior to the Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary “qualified intermediary” (as that term is defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations1.1031(k)-1(g)(4)(iii)) or an Exchange Accommodation Titleholder “exchange accommodation titleholder” (as that term is defined in Rev. Proc. Revenue Procedure 2000-37, 2000-2 C.B. 308) in order to accomplish effectuate the transaction transactions contemplated hereby at such Closing in a manner that will complyqualify, either in whole or in part, with the requirements of as a like-kind exchange pursuant to under Section 1031 of the Code. Likewise, Seller the Buyer, at its expense, shall have the right at any time prior to the Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary qualified intermediary or an exchange accommodation titleholder for the same purpose. In the event that either party assigns its rights under this Agreement pursuant to this Section 8.66.7, such party agrees to notify the other party in writing of such assignment at on or before Closingthe Closing attributable to such rights. If The Buyer and the Seller assigns its rights under this Agreement for this purpose, Purchaser agrees agree to (i) consent cooperate to Seller’s assignment of its rights in this Agreement in the form extent reasonably requested by the Qualified Intermediary, and (ii) pay other party in order to effectuate the portion transactions contemplated hereby as a like-kind exchange under Section 1031 of the Estimated Final Purchase Price attributable to Code. The Buyer and the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of rights under this Agreement to a Qualified Intermediary qualified intermediary or Exchange Accommodation Titleholder, an exchange accommodation titleholder shall not release either party from any of their respective its liabilities and obligations to each the other party under this Agreement, and that neither party represents to the other party that any particular tax Tax treatment will be given to either any party as a result thereof. In no event will either party be liable to the other for any failure of any transaction to qualify for like-kind treatment under Section 1031 of the Code.

Like-Kind Exchange. The Seller and Purchaser hereby agree that may structure all or a portion of the transaction contemplated in this transaction may be completed Agreement relating to the Properties sold to the Buyer, as a like-kind exchange under Section 1031 of the Code in accordance with this Section 15.4 (Seller, if it so elects, herein called the "Electing Party"). Such transfer shall be effectuated by mutually acceptable instruments, including without limitation, an exchange agreement and that each party will assist in completing related assignments and consents to assignment. If Electing Party elects to structure the sale transaction as a like-kind exchange. As , the Electing Party shall substitute a like-kind exchangethird party, qualified intermediary (the "Intermediary") as the Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement the Properties. The Intermediary shall be designated in writing by the Electing Party prior to a Qualified Intermediary (as that term Closing. The Electing Party is defined in Section 1.1031(k)-1(g)(4)(v) and shall remain primarily liable for the full and timely performance of each and every one of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37representations, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will complywarranties, either in whole or in partindemnities, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediaryobligations, and (ii) pay the portion of the Estimated Final Purchase Price attributable undertakings ascribed to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other Electing Party under this Agreement, notwithstanding its substitution of the Intermediary, and that neither in the event of a breach by either Buyer, Seller, or the Intermediary, then Buyer or Seller may proceed directly against the other without the need to join the Intermediary as a party to any action. Neither party represents to the other party that any particular tax treatment will be given to either the other party as a result thereofof the Electing Party's election to structure the transaction as a like-kind exchange. Buyer shall not incur any additional costs expenses, fees, or liabilities as a result of or connected with expenses incurred in connection with the exercise of the rights under this Section 15.4. THE ELECTING PARTY SHALL PROTECT, INDEMNIFY, AND HOLD HARMLESS BUYER FROM ANY LIABILITY, DAMAGES, OR COSTS, INCLUDING REASONABLE ATTORNEYS' FEES, COURT COSTS, AND RELATED EXPENSES, THAT MAY ARISE IN CONNECTION WITH ITS SECTION 1031 EXCHANGE UNDER THIS SECTION.

Like-Kind Exchange. Seller and Purchaser hereby agree that Any party to this Agreement may elect to structure this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have and the right regulations promulgated thereunder, with respect to any or all of the Transferred Assets (a “Like-Kind Exchange”) at any time prior to the Closing Date. In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and do all acts as may be reasonably required or requested by the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, permitting such Party to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for (“QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange. EQM reserves the same purpose. In the event either party assigns right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement pursuant with respect to this Section 8.6, such party agrees to notify the other party in writing of such assignment at any or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion all of the Estimated Final Purchase Price attributable Transferred Assets to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by PurchaserEQM’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed that term is defined in writingRevenue Procedure 2000-37) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing (“QEAT”) in connection with effecting a Like-Kind Exchange. EQT Gathering or EQT Gathering Holdings, as applicable, and other terms and conditions hereof. Seller and Purchaser EQM acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses a whole or liabilities of a party as a result of the other party’s partial assignment of this Agreement to a Qualified Intermediary QI or Exchange Accommodation Titleholder, QEAT shall not release either party from EQT Gathering or EQT Gathering Holdings, as applicable, or EQM from, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Transferred Assets if such costs are the result of the other party’s Like-Kind Exchange, and that neither the party represents electing to consummate the sale as a Like- Kind Exchange agrees to hold harmless and indemnify the other that any particular tax treatment will be given to either party as a result thereoffrom and against all costs, expenses, claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.

Like-Kind Exchange. Seller and Purchaser hereby agree that Any party to this Agreement may elect to structure this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have and the right regulations promulgated thereunder, with respect to any or all of the Transferred Assets (a “Like-Kind Exchange”) at any time prior to the Closing Date. In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and do all acts as may be reasonably required or requested by the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, permitting such Party to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for (“QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange. EQM reserves the same purpose. In the event either party assigns right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement pursuant with respect to this Section 8.6, such party agrees to notify the other party in writing of such assignment at any or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion all of the Estimated Final Purchase Price attributable Transferred Assets to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by PurchaserEQM’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed that term is defined in writingRevenue Procedure 2000-37) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing (“QEAT”) in connection with effecting a Like-Kind Exchange. EQT Gathering or EQT Gathering Holdings, as applicable, and other terms and conditions hereof. Seller and Purchaser EQM acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses a whole or liabilities of a party as a result of the other party’s partial assignment of this Agreement to a Qualified Intermediary QI or Exchange Accommodation Titleholder, QEAT shall not release either party from EQT Gathering or EQT Gathering Holdings, as applicable, or EQM from, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Transferred Assets if such costs are the result of the other party’s Like-Kind Exchange, and that neither the party represents electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other that any particular tax treatment will be given to either party as a result thereoffrom and against all costs, expenses, claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.

Like-Kind Exchange. Seller and Purchaser The parties hereby agree that this transaction may be completed to cooperate with one another in the event either party desires to structure the Closing as a like-kind exchange under Section 1031 of the Internal Revenue Code (“I.R.C.”) provided that: (i) either or both parties may structure the transaction using an exchange agreement involving a “Qualified Intermediary” as defined in the regulations issued under Section 1031 of the I.R.C.; (ii) Seller and/or Purchaser, as the case may be, shall receive notice of the proposed structure of the transaction and the identity and organizational form or the Qualified Intermediary and a copy of any exchange agreement or other agreements pertinent to the transaction with sufficient time to review the same prior to the Closing Date: (iii) the structure of the transaction shall be designated so that each the Purchase Price hereunder is paid to Seller or Seller’s designee on the Closing Date; and (iv) nothing herein shall obligate either party to take any action which either party believes, in its reasonable discretion, adversely affects that party’s tax position; does not have a reasonable basis in law; will assist place the party in completing the sale position of possessing any legal, equitable or beneficial ownership in any real property involved in the exchange other than the Property, or requires actions on the part of the party which cannot reasonably be accomplished by the party within the time frame necessary for the transaction to quality as a like-kind exchange. As Seller further acknowledges that Purchaser may close on the purchase of the Property in a tenancy-in-common with one or more other tenants-in-common if necessary to complete the like-kind exchange, Seller and Purchaser agree . Neither party makes any representations or warranties that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (other party’s proposed transaction will qualify as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section under I.R.C. 1031 of the Codeand applicable regulations there under. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such The exchanging party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purposeindemnify, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediarydefend, and (ii) pay hold the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement non-exchanging party harmless for this purposeany claims, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or other liabilities of a party which might arise as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either cooperating with and assisting with the indemnifying party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to in accomplishing the other that any particular tax treatment will be given to either party as a result thereofexchange.

Like-Kind Exchange. Seller and Purchaser hereby agree Sellers acknowledge that this transaction Buyers may be completed wish to purchase the Premises as part of a like-kind exchange and that each party will assist in completing the sale as a “like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, ” as described in lieu Section 1031 of the purchase Internal Revenue Code of 1986, as amended, and the Assets from Seller for the consideration provided hereinTreasury Regulations promulgated thereunder. In that connection, shall have Buyers expressly reserve the right at any time prior to Closing to assign all or a portion of its their rights under this Agreement to a Qualified Intermediary (as defined and provided in said Treasury Regulations on or before the Time of Closing for the purpose of facilitating any such exchange and Sellers hereby consent to such assignment. Sellers agree to reasonably cooperate with Buyers to effectuate such an exchange, if required by Buyers at or prior to the Time of Closing; provided that term is defined Sellers shall incur no additional cost or liability in Section 1.1031(k)-1(g)(4)(v) connection therewith. Without limiting the foregoing, Sellers agree, subject to the limitation that Sellers shall incur no additional cost or liability in connection therewith, to execute an acknowledgement and consent to the aforementioned assignment and an acknowledgement of receipt of direct deeding instructions from the Treasury Regulations) Qualified Intermediary. Buyers agree to indemnify and hold Sellers harmless from and against any loss or an Exchange Accommodation Titleholder (as that term is defined liability in Rev. Procconnection with any such like kind exchange. 2000-37, 2000-2 C.B. 308) In no event shall the Time of Closing be extended in order to accomplish effectuate any such like kind exchange without the transaction in a manner that will comply, either in whole or in part, with prior written consent of Sellers. Sellers shall sell the requirements Premises as part of a like-“ like kind exchange pursuant to exchange” as described in Section 1031 of the Code. LikewiseInternal Revenue Code of 1986, Seller shall have as amended, and the Treasury Regulations promulgated thereunder (the “Sellers 1031 Exchange”) and in connection therewith, reserve the right at any time prior to Closing to assign all or a portion of its their rights under this Agreement to a Qualified Intermediary as defined and provided in said Treasury Regulations on or before the Time of Closing for the same purposepurpose of facilitating any such exchange, and Buyers hereby consent to such assignment. Buyers agree to reasonably cooperate with Sellers to effectuate such an exchange, if required by Sellers at or prior to the Closing; provided that Buyers shall incur no additional cost or liability in connection therewith. Without limiting the foregoing, Buyers agree, subject to the limitation that Buyers shall incur no additional cost or liability in connection therewith, to execute an acknowledgement and consent to the aforementioned assignment. Sellers agree to indemnify and hold Buyers harmless from and against any loss or liability in connection with any such like kind exchange. In no event shall the event either Time of Closing be extended in order to effectuate any such like kind exchange without the prior written consent of Buyers. For the avoidance of doubt, neither party assigns shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating a “like kind exchange” desired by the other party, and, in all events, neither party shall by its acquiescence to a “like kind exchange” desired by the other party have its rights under this Agreement pursuant affected or diminished in any manner or be responsible for compliance with or be deemed to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable have warranted to the Assets into a qualified escrow or qualified trust account at Closing as directed exchanging party that its “like kind exchange” in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular fact complies with applicable tax treatment will be given to either party as a result thereofcode.

Like-Kind Exchange. Notwithstanding anything contained herein to the contrary, Buyer acknowledges that Seller and Purchaser hereby agree that this transaction may be completed designate the Hotel as relinquished property to consummate a like-kind exchange and that each party will assist in completing the sale as a or reverse like-kind exchangeexchange under Section 1031 of the Code (an “Exchange”) with respect to property that Seller will acquire either prior to or within one hundred eighty (180) days after Closing hereunder (the “Replacement Property”). As In the event that Seller designates the Hotel as relinquished property to consummate an Exchange through the use of a like-kind exchangequalified intermediary (the “Intermediary”) and/or Exchange Accommodation Titleholder (“EAT”), Buyer agrees to cooperate in structuring the transaction as an Exchange for the benefit of Seller and Purchaser agree Buyer agrees to render all required performance under this Agreement to either the Intermediary or the EAT (either the Intermediary or the EAT referred to herein as the “Assignee”) to the extent reasonably directed by Seller and to accept performance of all of Seller’s obligations by the Assignee. Buyer agrees that Purchaserperformance by the Assignee will be treated as performance by Seller, in lieu and Seller agrees that Buyer’s performance to the Assignee will be treated as performance to Seller. No assignment of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to an Assignee shall effect a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) release of Seller from obligations under this Agreement and Seller shall unconditionally guarantee the full and timely performance by the Assignee of each and every one of the Treasury Regulations) representations, warranties, indemnities, obligations and undertakings of Seller under this Agreement (and any amendments or an Exchange Accommodation Titleholder (as that term is defined in Rev. Procmodifications hereto). 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. LikewiseAs such guarantor, Seller shall have be treated as a primary obligor with respect to those representations, warranties, indemnities, obligations and undertakings, and, in the right at any time prior event of a breach, Buyer may proceed directly against Seller on this guarantee without the need to Closing to assign all join or a portion of its rights under this Agreement to a Qualified Intermediary for seek performance or collection from the same purposeAssignee. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6addition, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of Buyer shall incur no additional liability in connection with the Exchange or its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and cooperation hereunder; (ii) pay the portion of the Estimated Final Purchase Price attributable Buyer shall not be required to take title to any property with respect to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, Exchange; (iii) accept Seller shall be solely responsible for any and all costs associated with the Estimated Final Purchase Price Exchange, including, without limitation (as may be adjusted under a) costs to prepare the terms of this Agreementnecessary agreements, escrow instructions and other documents relating to the Exchange; (b) for escrow costs, broker’s commissions, title charges, recording costs or other charges relating to the Assets from Exchange; and (c) attorneys’ fees and other costs incurred by Buyer and/or Seller relating to the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and Exchange; (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase be contingent upon the Exchange, and the Exchange shall not delay the Closing; and (v) Seller shall save, protect, defend, indemnify and hold the Buyer Indemnified Parties harmless from any and all additional costs, liabilities or expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary Exchange or Exchange Accommodation Titleholder, its cooperation hereunder. This Section 11.11 shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to survive the other that any particular tax treatment will be given to either party as a result thereofClosing indefinitely.

Like-Kind Exchange. Seller Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and Purchaser hereby agree agrees that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property in a transaction intended to qualify as a tax-free exchange under Section 1031 of the Code (the “Tax-Free Exchange”). If Seller elects to effect a Tax-Free Exchange pursuant to this Section III.D, Seller shall provide written notice to Purchaser at least five (5) Business Days prior to Closing Closing, in which case Seller shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” (as defined in Treas. Reg. § 1.1031(k)-1(g)(4) of the Code) (the “Exchange Party”), pursuant to which Seller shall assign all or a portion of its rights right, title and interest (but not their liabilities or obligations) under this Agreement to the Exchange Party. Purchaser shall execute and deliver such documents as may be reasonably required to complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the Tax-Free Exchange. Purchaser agrees that if Seller elects to effect a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement Tax-Free Exchange pursuant to this Section 8.6III.D, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, Purchaser shall pay the Purchase Price to the Exchange Party and (iv) at Closingdirect Escrow Agent to disburse the Xxxxxxx Money to the Exchange Party. Notwithstanding the foregoing in this Section III.D, convey and assign directly to Purchaser or the Tax-Free Exchange shall not diminish Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not rights, nor increase the costsPurchaser’s liabilities or obligations, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Seller shall pay for all fees, costs and expenses in connection with the Tax-Free Exchange, and that neither party represents to shall indemnify and hold harmless the other that Purchaser Indemnitees in accordance with XV from and against any particular tax treatment will be given to either party as a result thereofIndemnification Loss incurred by any Purchaser Indemnitee arising from or in connection with Purchaser’s cooperating with Seller’s Tax Free Exchange.