Common use of Like-Kind Exchange Clause in Contracts

Like-Kind Exchange. Either party may elect to structure this transaction as a like-kind exchange pursuant to Section 1031 of the Code, and the regulations promulgated thereunder, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to 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 its rights under this Agreement to a Qualified Intermediary (“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 Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.

Like-Kind Exchange. Either party Buyer acknowledges and agrees that Seller may elect to structure this transaction as a like-kind exchange pursuant to Section 1031 of the Code, and the regulations promulgated thereunder, with respect to any or all of the Properties Property (a “Like-Like Kind Exchange”) at in a transaction intended to qualify as a tax-free exchange under Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any time prior to regulations, rulings and guidance issued by the date of ClosingInternal Revenue Service (collectively, the “Code”). In order If Seller elects to effect a Like-Like Kind ExchangeExchange pursuant to this Section, non-electing party Seller shall cooperate provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and do all acts deliver such documents as may be reasonably required or requested to complete the transactions contemplated by the party electing for a Like-Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with regard Seller in all reasonable respects to effecting such Like-effectuate the Like Kind Exchange. Notwithstanding the foregoing, including(a) the Like Kind Exchange shall not diminish Buyer’s rights, but not limited tonor increase Buyer’s liabilities or obligations, permitting such party to assign its rights under this Agreement to a Qualified Intermediary Agreement, nor delay the Closing; (“QI”b) of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructionsSeller shall pay for all fees, documents, agreements or instruments to effect an exchange; provided, however, Buyer shall not be required to take title to any property other than the Properties costs and expenses in connection with the Like-Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and Buyer’s possession of (g) the Properties will not be delayed by reason of Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any such Like-Kind Exchange. Buyer reserves the rightattorneys’ fees and expenses, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 the party electing to consummate the sale incurred as a Like-Kind Exchange agrees to hold harmless and indemnify consequence of effecting the other party from and against all claims, losses and liabilities, if any, resulting from transaction through the Like-Like Kind Exchange.

Like-Kind Exchange. Either party For purposes of this Section 10.13, “Seller” means Seller, or a parent, subsidiary or other Affiliate of Seller. Seller may assign any or all of its rights but not its obligations under this Agreement to any “qualified intermediary” as defined in Treasury Regulations section 1.1031(k)-1(g)(4) and elect to structure this transaction as effect a like-kind tax deferred exchange pursuant to under Section 1031 of the CodeInternal Revenue Code of 1986, as amended, provided that such election, nor any actions to be taken by the parties as a result of such election, or as a result of the assignment or exchange, does not hinder or delay the consummation of the transactions contemplated by this Agreement or the prosecution of the FCC Applications, the Closing shall not be contingent upon or subject to the completion of any such assignment, such assignment does not relieve Seller of any liability or obligation under this Agreement, Buyer is not required to take title to any replacement property to be delivered in any assignment or exchange, and the regulations promulgated thereundersuch assignment does not cause Buyer to incur any incremental liabilities, with respect costs or expenses. If Seller so elects to any or all assign under this Section 10.13, reasonable advance written notice shall be provided to Buyer of the Properties election, and thereafter (a “Like-Kind Exchange”i) Seller may at any time at or prior to 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 Closing assign its Seller’s rights under this Agreement to a Qualified Intermediary “qualified intermediary” as defined in Treas. Reg. § 1.1031(k) - 1 (“QI”g) of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions(4), documents, agreements or instruments subject to effect an exchange; provided, however, Buyer shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties Seller’s rights and obligations hereunder, and (ii) shall promptly provide written notice of such assignment to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchangeall parties hereto. Seller shall indemnify and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless Buyer and indemnify the other party its employees, agents or contractors from and against all claimscosts and expenses, losses and liabilitiesincluding, if anywithout limitation, resulting from reasonable attorneys’ fees, incurred as a result of, relating to or arising out of Seller’s election to effect the Likeacquisition of the Assets as part of a tax-Kind Exchangedeferred exchange rather than a purchase thereof.

Like-Kind Exchange. Either (Section 1031, IRC). Because the LLC Owner may be a “single member” limited liability company, either party may elect determine on its own part to structure this transaction as pursue a like-kind exchange exchange. Seller and Purchaser agree to the following regarding possible Exchanges pursuant to Section § 1031 of the Internal Revenue Code, and : A. Seller may consummate the regulations promulgated thereunder, with respect to any or all sale of the Properties Property to the LLC Owners as part of a so-called like kind exchange (a the “Like-Kind Exchange”) at any time prior pursuant to § 1031 of the date Internal Revenue Code of Closing. In order 1986, as amended (the “Code”), provided that: (1) The Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to effect a Like-Kind Exchange, non-electing party Seller’s obligations under the agreement of sale; (2) Seller shall cooperate and do all acts as may be reasonably required or requested by affect 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 its through an assignment of rights under this Agreement the agreement of sale to a Qualified Intermediary qualified intermediary; (“QI”3) of such party’s choice Purchaser shall not incur any costs or expenses in accordance connection with Treasury Regulation § 1.1031(k)-1(g)(4the Exchange; and (4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange; provided, however, Buyer Purchaser shall not be required to take an assignment of the purchase agreement for the replacement property or be required to acquire or hold title to any real property other than for purposes of consummating the Properties Exchange. Purchaser shall not by the agreement of sale or acquiescence to the Exchange: (a) have its rights under the agreement of sale affected or diminished in any manner, or (b) be responsible for compliance with or deemed to have warranted to Seller that the Exchange in fact complies with § 1031 of the Code. B. Purchaser may consummate the sale of the Interests as part of a so-called like kind exchange (the “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (1) The Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to Purchaser’s obligations under the agreement of sale; (2) Purchaser shall affect the Exchange through an assignment of rights under the agreement of sale to a qualified intermediary; (3) Seller shall not incur any costs or expenses in connection with the Like-Kind Exchange, and Buyer’s possession ; and (4) Seller shall not be required to take an assignment of the Properties will not purchase agreement for the replacement property or be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at required to acquire or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect hold title to any or all real property for purposes of consummating the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either Seller by the agreement of sale or Buyer fromacquiescence to the Exchange: (a) have its rights under the agreement of sale affected or diminished in any manner, or expand(b) be responsible for compliance with or deemed to have warranted to Purchaser that the Exchange in fact complies with § 1031 of the Code. C. Each party shall be solely responsible for the tax treatment of an Exchange. [Signature page for Agreement of Purchase and Sale between Small Bay Partners, 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 purchaseLLC, a Florida limited liability Seller, as applicable, of the Properties if such costs are the result of the other party’s Like-Kind ExchangeSeller, and the party electing to consummate the sale Cornerstone Real Estate Funds, as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.Purchaser]

Like-Kind Exchange. Either party may elect (a) Seller shall have the right at its option, to structure this dispose of the Properties, or any portion thereof, through a transaction that is structured to qualify as a like-/kind exchange pursuant of property within the meaning of Section 1031 of the Internal Revenue Service 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 Seller shall hold Buyer harmless from any expense, obligation or liability, without limitation, which Buyer may suffer in connection with or arising out of Buyer’s cooperation with Seller’s treatment of the Properties as part of a like/kind exchange. Seller shall have the right to assign its rights, but not its obligations, under the 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 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 Date set forth herein. (b) Buyer shall have the right at its option, to acquire 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 Code. Seller agrees to cooperate with Buyer in effecting a qualifying like/kind exchange through a trust, and the regulations promulgated thereunder, with respect to any escrow or all of the Properties (a “Like-Kind Exchange”) at any time prior to the date of Closing. In order to effect a Like-Kind Exchange, non-electing party shall cooperate and do all acts other means as may be reasonably required or requested determined 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 its rights under this Agreement to a Qualified Intermediary (“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 exchangeBuyer; provided, however, that Buyer shall not be required to take title to hold Seller harmless from any property other than the Properties expense, obligations or liability, without limitation, which Seller may suffer in connection with the Like-Kind Exchange, and or arising out of Seller’s cooperation with Buyer’s possession treatment of the Properties will not be delayed by reason as part of any such Like-Kind Exchangea like/kind exchange. Buyer reserves shall have the right, at or prior to Closing, right to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall rights, but not release either Seller or Buyer fromits obligations, or expand, 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 Seller agrees to recognize said qualified intermediary. The party not participating in Buyer shall be solely responsible for assuring 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, effectiveness of the Properties if such costs are the exchange for Buyer’s tax purposes and Seller does not represent to Buyer any particular tax treatment will result to Buyer as a result thereof. In no event shall any like/kind exchange contemplated by this provision cause an extension of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind ExchangeClosing Date set forth herein.

Like-Kind Exchange. Either party At its option, Seller may elect to structure this transaction its disposition of the Property as a liketax-kind deferred exchange (“Exchange”) pursuant to Section 1031 of the Internal Revenue Code. If Seller shall elect to undertake an Exchange, the following terms shall apply: (a) Seller, at its option, may assign its right in, and delegate its duties (in part or in whole) under, this Agreement, as well as the regulations promulgated thereundertransfer of its interest in the Property, with respect to any or all of the Properties an exchange accommodator (a “Like-Kind ExchangeAccommodator”) at any time prior selected by Seller, and Seller may add the Accommodator as an additional party to the date of Closing. In order Escrow; (b) Accommodator shall have no liability to effect a Like-Kind Buyer, and Buyer shall hold Accommodator harmless from any claims by Buyer in connection with the Exchange; (c) Buyer agrees to cooperate with Seller in connection with the Exchange, non-electing party shall cooperate and do all acts as may be reasonably required or requested by including the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, execution of documents (including, but not limited to, permitting such party escrow instructions and amendments to assign its rights under this Agreement escrow instructions) therefor; (d) Buyer shall in no way be obligated to a Qualified Intermediary pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to Seller’s replacement property in the Exchange; (“QI”e) The Close of such party’s choice Escrow shall not be contingent or otherwise subject to the consummation of the Exchange; (f) Escrow shall timely close in accordance with Treasury Regulation § 1.1031(k)-1(g)(4the terms of this Agreement notwithstanding any failure, for any reason, of the consummation of the Exchange; (g) Buyer shall have no responsibility or executing additional escrow instructions, documents, agreements or instruments liability on account of the Exchange to effect an exchange; provided, however, any third party involved in the Exchange; (h) Buyer shall not be required to take title to make any property other than the Properties representations or warranties nor assume any obligations, nor spend any out-of-pocket sum in connection with the Like-Kind Exchange; (i) All representations, warranties, covenants and Buyer’s possession indemnification obligations of the Properties will not be delayed by reason of any such Like-Kind Exchange. Seller to Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under whether set forth in this Agreement with respect or otherwise existing at law or at equity, shall inure to the benefit of Buyer, notwithstanding the Exchange; (j) All representations, warranties, covenants and indemnification obligations of Buyer to Seller whether set forth in this Agreement or otherwise existing at law or at equity, shall inure to the benefit of Seller, notwithstanding the Exchange; (k) Seller shall indemnify, protect, defend and hold Buyer harmless from and against any or and all causes of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with effecting any third party claims which may arise as a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 or in connection with the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.

Like-Kind Exchange. Either party may elect Notwithstanding anything to structure the contrary in this Agreement, any Seller shall have the right at Closing, in lieu of receiving the Purchase Price for the sale of the Property for any one or more Hotels as determined in Seller’s sole discretion (each, the “Exchange Property”), to exchange the Exchange Property for any Hotel in a transaction intended to qualify as a like-kind an exchange pursuant to transaction under Section 1031 of the Code (an “Exchange Transaction”). If any Seller elects to effect an Exchange Transaction pursuant to this Section 2.4, Seller shall provide written notice to Purchaser prior to Closing, in which case Seller shall enter into an exchange agreement and other exchange documents for the Hotel with a “qualified intermediary” (as defined in Treas. Reg. § 1.1031(k)-1(g)(4) of the Code) (the “Exchange Intermediary”), and the regulations promulgated thereunder, with respect pursuant to any or which Seller shall assign all of the Properties its right, title and interest (a “Like-Kind Exchange”) at any time prior to 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 its rights liabilities or obligations) under this Agreement to a Qualified Intermediary (“QI”) of the Exchange Intermediary. Purchaser shall execute and deliver such party’s choice documents as may be required to complete the transactions for the Hotel contemplated by the Exchange Transaction, and otherwise cooperate with Seller in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments all reasonable respects to effect the Exchange Transaction. If Seller elects to effect an exchange; providedExchange Transaction pursuant to this Section 2.4, howeverat Closing, Buyer Purchaser shall pay the Cash Payment for the Hotel to the Exchange Intermediary. Notwithstanding the foregoing in this Section 2.4, the Exchange Transaction shall not be required to take title to any property other than the Properties diminish Purchaser’s rights, nor increase Purchaser’s liabilities or obligations, under this Agreement. Seller shall pay for all fees, costs and expenses in connection with the Like-Kind ExchangeExchange Transaction. For the avoidance of doubt, and Buyer’s possession this Section 2.4 shall not operate to change the Hotels being acquired by Purchaser hereunder or change the recipient of the Properties will not be delayed Shares being issued by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind ExchangePurchaser hereunder.

Like-Kind Exchange. Either party may elect At Seller’s request and at no cost to structure Buyer, Buyer will agree to take all actions reasonably requested by Seller in order to effectuate all or any part of the transactions contemplated by this transaction Agreement as a like-kind exchange pursuant to in accordance with Section 1031 of the Internal Revenue Code, and the regulations promulgated thereunder, with respect to but without any or all extension of the Properties Closing Date, and using a qualified intermediary; provided, however, that (a) Buyer incurs no additional liability and no more than nominal cost and (b) except as set forth herein, the Closing shall not be affected by reason of any such exchange nor shall the consummation of such an exchange be a “Like-Kind Exchange”condition precedent of the Seller’s obligation under this Agreement. Notwithstanding anything contained in any such assignment, Buyer shall not by execution of this Agreement or by participation in any such exchange (i) at any time prior to 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 have its rights under this Agreement affected or diminished in any manner, (ii) be required to undertake any obligations of third parties, or (iii) be responsible for compliance nor be deemed to have warranted to the Seller whether such exchange in fact complies with Section 1031 of the Internal Revenue Code, as amended. At Buyer’s request, and at no cost to Seller, Seller will agree to take all actions reasonably requested by Buyer in order to effectuate all or any part of the transactions contemplated by this Agreement as a Qualified Intermediary (“QI”) of such party’s choice like-kind exchange in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructionsSection 1031 of the Internal Revenue Code, documentsbut without any extension of the Closing Date, agreements or instruments to effect an exchangeand using a qualified intermediary; provided, however, Buyer that (a) Seller incurs no additional liability and no more than nominal cost and (b) except as set forth herein, the Closing shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not be delayed affected by reason of any such Like-Kind Exchange. Buyer reserves exchange nor shall the right, at or prior to Closing, to assign its rights or consummation of such an exchange be a portion thereof under this Agreement with respect to any or all condition precedent of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either Seller or Buyer from, or expand, any of their respective liabilities and obligations to each other obligation under this Agreement. The party not participating Notwithstanding anything contained in any such assignment, the Like-Kind Exchange Seller shall not by execution of this Agreement or by participation in any such exchange (i) have its rights under this Agreement affected or diminished in any manner, (ii) be obligated required to pay undertake any additional costs obligations of third parties, or incur any additional obligations (iii) be responsible for compliance nor be deemed to have warranted to Buyer whether such exchange in its sale or purchasefact complies with Section 1031 of the Internal Revenue Code, as applicableamended. Notwithstanding the aforementioned sentence, of Buyer shall have no right to extend the Properties if such costs are closing beyond the result of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind ExchangeClosing Date set forth herein.

Like-Kind Exchange. Either party Buyer and Seller hereby acknowledge that Buyer may elect desire to structure this transaction effectuate a tax-deferred exchange (also known as a like"1031" exchange) (the "EXCHANGE") in connection with Buyer's acquisition of the Property. Seller hereby agrees to cooperate with Buyer in connection with the Exchange contemplated by Buyer, provided that: (i) All documents executed in connection with the Exchange (the "EXCHANGE DOCUMENTS") shall recognize that Seller is acting solely as an accommodating party to such Exchange, shall have no liability with respect thereto, and is making no representation or warranty that the transactions qualify as a tax-kind free exchange pursuant to under Section 1031 of the CodeInternal Revenue Code or any applicable state or local laws and shall have no liability whatsoever if any such transactions fail to so qualify. (ii) Such Exchange shall not result in Seller incurring any additional costs or liabilities (and Buyer shall pay all additional costs and expenses to the extent that such are incurred), and in no event will there be any extension of the regulations promulgated thereunderClosing Date in order to permit Buyer to initiate or consummate such Exchange. (iii) In no event shall Seller be obligated to acquire any property or otherwise be obligated to take title, with respect or appear in the records of title, to any property in connection with the Exchange. (iv) In no event shall Buyer's consummation of such Exchange constitute a condition precedent to Buyer's obligations under this Agreement, and Buyer's failure or inability to consummate such Exchange shall not be deemed to excuse or release Buyer from its obligations under this Agreement. Seller further agrees that, in connection with the foregoing, and subject in all of the Properties (a “Like-Kind Exchange”) at any time prior respects to the date foregoing provisions, Seller shall consent to Buyer's assigning all or a portion 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 its rights under this Agreement to a Qualified Intermediary (“QI”) an exchange intermediary solely for the purpose of consummating 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 Exchange. In no event shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. assignment release Buyer reserves the right, at or prior to Closing, to assign of its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either Seller or Buyer from, or expand, any of their respective liabilities and obligations to each other under this Agreement, including, without limitation, its indemnity obligations thereunder, or affect in any manner any of Buyer's representations, warranties or covenants set forth in this Agreement. The party not participating in the Like-Kind Exchange Buyer 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, indemnify and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold Seller harmless and indemnify the other party from and against all claimsloss, losses liability, damage or expense (including reasonable attorney's fees and liabilities, if any, resulting from the Like-Kind costs) actually incurred or suffered by Seller as a direct result of such Exchange.

Like-Kind Exchange. Either The parties agree that either party may elect to structure 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 as Agreement and effecting a like-kind exchange of property pursuant to and in accordance with Section 1031 of the CodeInternal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, with respect to any or all . Purchaser acknowledges that Seller may identify a Qualified Intermediary within ten (10) days of the Properties Closing Date, for purposes of consummating a like-kind exchange 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). If Purchaser desires to use a “Like-Kind Exchange”Qualified Intermediary, it shall give written notice to Seller at least ten (10) at any time days prior to the date Closing Date of Closingits intention to do so, and such notice shall identify such Qualified Intermediary. In order The parties agree to effect a Like-Kind Exchange, non-electing party shall cooperate execute such agreements and do all acts other documents as may be reasonably required necessary to complete and otherwise effectuate the like-kind exchange, provided that: (a) a party's obligations hereunder shall not be increased; (b) such documents shall not modify a party's representations, warranties or requested obligations hereunder; (c) the Purchase Price paid by the Purchaser shall not be different from that which Purchaser would have paid pursuant to Section 3.1; (d) a party electing shall not incur any additional cost, expense or liability as a result of its cooperation in such exchange, and (e) Seller shall indemnify and hold harmless Purchaser for a Like-Kind Exchange with regard to effecting such Like-Kind Exchangeadditional expenses, including, but not limited to, permitting such party to assign its rights under this Agreement to a Qualified Intermediary (“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 Properties in connection with the Like-Kind Exchangetaxes and closing costs, and Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at cost or prior expense (including reasonable counsel fees) which Purchaser may sustain or become subject to Closing, to assign its rights or as a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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, Purchase Price being paid to an intermediary party rather than to Seller and the party electing to consummate intermediary's subsequent use of the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind ExchangePurchase Price.

Like-Kind Exchange. Either party Seller may elect to structure this transaction as a like-kind exchange pursuant to Section 1031 of the Code, and the regulations Treasury Regulations promulgated thereunder, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to the date of Closing. In order to effect a Like-Kind Exchange, non-electing party Buyer shall cooperate and do all acts as may be reasonably required or requested by the party electing for a Like-Kind Exchange Seller with regard to effecting such the Like-Kind Exchange, including, but not limited to, permitting such party Seller to assign its rights under this Agreement to a Qualified Intermediary (“QI”) qualified intermediary of such partySeller’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, (i) Buyer shall incur no expense in connection with such Like-Kind Exchange, (ii) Buyer shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and (iii) Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to and (iv) any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 such Like-Kind Exchange shall not be obligated to pay release any additional costs Party from, or incur modify, any additional obligations in its sale or purchase, as applicable, of the Properties if such costs are Parties’ respective liabilities and obligations (including indemnity obligations to each other) under this Agreement. In the result of the other party’s event Seller elects to engage in a Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange Seller agrees to indemnify, defend and hold Buyer harmless and indemnify the other party from and against any and all claims, losses and demands, causes of action, liabilities, if anycosts and expenses, resulting from the including reasonable attorneys’ fees and costs of litigation, that Buyer may suffer or incur by reason of such cooperation or Like-Kind Exchange.

Like-Kind Exchange. Either party (a) Purchaser, at the request of Seller, agrees to cooperate reasonably with Seller so that Seller may elect dispose of the Property in a transaction intended to structure this transaction qualify in whole or in part as a liketax-kind deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Tax Code, and the regulations promulgated thereunder, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to the date of Closing). In order to effect a Like-Kind Exchangeimplement such exchange: (i) Seller, non-electing party upon notice to Purchaser, 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, includingassign its rights, but not limited toits obligations, permitting such party to assign its rights under this Agreement to a Qualified Intermediary third party designated by Seller to act as a qualified intermediary (“QI”as such phrase is defined in applicable regulations issued under the Tax Code); (ii) of Purchaser shall, and hereby agrees to, acknowledge such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4assignment and make all payments due hereunder to or as may be directed by such intermediary; and (iii) or executing additional escrow instructionsat Closing, documents, agreements or instruments Seller shall convey the Property directly to effect an exchangePurchaser; provided, however, Buyer 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 periods contained herein be affected in any way; (y) Purchaser shall have no responsibility or liability to 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 (z) Purchaser shall not be required to take title to incur any property additional expense (unless reimbursed by Seller) or liability (other than the Properties in connection with the Like-Kind Exchangeto a de minimis extent) as a result of such cooperation, exchange or assignment. Seller hereby agrees to and Buyer’s possession of the Properties will not be delayed shall save, defend, indemnify and hold Purchaser harmless from and against any and all liability, loss, damage, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by reason Purchaser as a result of any such Like-Kind Exchange. Buyer reserves the rightcooperation, 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 prior in part as a tax-deferred exchange pursuant to ClosingSection 1031 of the Tax Code. In order to implement such exchange: (i) Purchaser, upon notice to Seller, shall assign its rights or a portion thereof rights, but not its obligations, under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI 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 QEAT a portion of the Purchase Price from the intermediary; and (iii) at Closing, Seller shall not release either convey 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 Buyer fromliability to Purchaser or any other person for the qualification of Purchaser’s purported exchange transaction under Section 1031 of the Tax Code, or expand, any other than solely as a result of their respective liabilities Seller’s failure to perform the actions specifically contemplated in this Paragraph; and obligations to each other under this Agreement. The party not participating in the Like-Kind Exchange (z) Seller shall not be obligated required to pay any additional costs or incur any additional obligations in its sale expense (unless reimbursed by Purchaser) or purchase, liability (other than to a de minimis extent) as applicable, of the Properties if such costs are the a result of the other party’s Like-Kind Exchangesuch cooperation, and the party electing to consummate the sale as a Like-Kind Exchange exchange or assignment. Purchaser hereby agrees to and shall save, defend, indemnify and hold Seller harmless and indemnify the other party from and against any and all liability, loss, damage, claims, losses costs and liabilitiesexpenses (including, if anywithout limitation, resulting from the Like-Kind Exchangereasonable attorneys’ fees and disbursements) incurred by Seller as a result of any such cooperation, exchange or assignment. (c) The provisions of this Paragraph 38 shall survive Closing.

Like-Kind Exchange. Either party may elect (a) Seller shall have the right at its option, to structure this dispose of the Assets, or any portion thereof, through a transaction that is structured to qualify as a like-/kind exchange pursuant of property within the meaning of Section 1031 of the Internal Revenue Service 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 Seller shall hold Buyer harmless from any expense, obligation or liability, without limitation, which Buyer may suffer in connection with or arising out of Buyer’s cooperation with Sellers’ treatment of the Assets as part of a like/kind exchange. Seller shall have the right to assign its rights, but not its obligations, under the 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 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 Date set forth herein. (b) Buyer shall have the right at its option, to acquire the Assets, 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 Code. Seller agrees to cooperate with Buyer in effecting a qualifying like/kind exchange through a trust, and the regulations promulgated thereunder, with respect to any escrow or all of the Properties (a “Like-Kind Exchange”) at any time prior to the date of Closing. In order to effect a Like-Kind Exchange, non-electing party shall cooperate and do all acts other means as may be reasonably required or requested determined 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 its rights under this Agreement to a Qualified Intermediary (“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 exchangeBuyer; provided, however, that Buyer shall not be required to take title to hold Seller harmless from any property other than the Properties expense, obligations or liability, without limitation, which Seller may suffer in connection with the Like-Kind Exchange, and or arising out of Seller’s cooperation with Buyer’s possession treatment of the Properties will not be delayed by reason Assets as part of any such Like-Kind Exchangea like/kind exchange. Buyer reserves shall have the right, at or prior to Closing, right to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall rights, but not release either Seller or Buyer fromits obligations, or expand, 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 Seller agrees to recognize said qualified intermediary. The party not participating in Buyer shall be solely responsible for assuring 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, effectiveness of the Properties if such costs are the exchange for Buyer’s tax purposes and Seller does not represent to Buyer any particular tax treatment will result to Buyer as a result thereof. In no event shall any like/kind exchange contemplated by this provision cause an extension of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind ExchangeClosing Date set forth herein.

Like-Kind Exchange. Either party Buyer, either Seller and/or both Sellers may elect to structure this transaction the disposition/acquisition of the Property, as applicable, as a liketax-kind deferred exchange (“Exchange”) pursuant to Section 1031 of the CodeInternal Revenue Code of 1986, as amended. If a Seller or both Sellers shall elect to undertake an Exchange, the following terms shall apply: (a) Sellers (or any Seller individually), at its/their option, may assign its/their right in, and delegate its/their duties (in part or in whole) under, this Agreement, as well as the regulations promulgated thereundertransfer of their interest in the Property, to an exchange accommodator (“Accommodator”) selected by Sellers, and Sellers (or any Seller individually) may add the Accommodator as an additional party to the escrow created by this Agreement and the Additional Instructions (as defined in Section 12(c)) (the “Escrow”); (b) Accommodator shall have no liability to Buyer, and Buyer shall hold Accommodator harmless from any claims by Buyer in connection with respect the Exchange; (c) Buyer agrees to any cooperate with either or all both of the Properties (a “Like-Kind Exchange”) at any time prior to Sellers, as applicable, in connection with 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 including the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, execution of documents (including, but not limited to, permitting such party escrow instructions and amendments to assign its rights under this Agreement escrow instructions) therefor; (d) Buyer shall in no way be obligated to a Qualified Intermediary pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to Seller’s or Sellers’ (“QI”as applicable) replacement property in the Exchange; (e) The Closing shall not be contingent or otherwise subject to the consummation of such party’s choice the Exchange; (f) The Closing shall occur in accordance with Treasury Regulation § 1.1031(k)-1(g)(4the terms of this Agreement notwithstanding any failure, for any reason, of the consummation of the Exchange; (g) Buyer shall have no responsibility or executing additional escrow instructions, documents, agreements or instruments liability on account of the Exchange to effect an exchange; provided, however, any third party involved in the Exchange; (h) Buyer shall not be required to take title to make any property other than the Properties representations or warranties nor assume any obligations, nor spend any out-of-pocket sum in connection with the Like-Kind Exchange; (i) All representations, warranties, covenants and indemnification obligations of Sellers to Buyer whether set forth in this Agreement or otherwise existing at law or at equity, shall inure to the benefit of Buyer, notwithstanding the Exchange; and (j) All representations, warranties, covenants and indemnification obligations of Buyer to Sellers whether set forth in this Agreement or otherwise existing at law or at equity, shall inure to the benefit of Sellers, notwithstanding the Exchange. If Buyer shall elect to undertake an Exchange, and the following terms shall apply: (k) Buyer, at its option, may coordinate the payment of the Purchase Price through an Accommodator selected by Buyer; (l) Buyer’s possession of the Properties will not be delayed Accommodator shall have no liability to Sellers, and Sellers shall hold Accommodator harmless from any claims by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) Sellers in connection with effecting a Like-Kind the Exchange. Seller ; (m) Sellers agree to cooperate with Buyer in connection with the Exchange, including the execution of documents (including, but not limited to, escrow instructions and Buyer acknowledge and agree that a whole or partial assignment of this Agreement amendments to a QI or QEAT escrow instructions) therefor; (n) Sellers shall not release either 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 no way be obligated to pay any additional escrow costs, brokerage commissions, title charges, survey costs, recording costs or incur other charges incurred with respect to Buyer’s Exchange; (o) The Closing shall not be contingent or otherwise subject to the consummation of Buyer’s Exchange and the Closing shall occur in accordance with the terms of this Agreement notwithstanding any additional obligations in its sale or purchasefailure, as applicablefor any reason, of the Properties if such costs are the result consummation of the other partyExchange; (p) Sellers shall have no responsibility or liability on account of the Exchange to any third party involved in the Exchange; (q) Sellers shall not be required to make any representations or warranties nor assume any obligations, nor spend any out-of-pocket sum in connection with the Exchange; (r) All representations, warranties, covenants and indemnification obligations of Buyer to Sellers whether set forth in this Agreement or otherwise existing at law or at equity, shall inure to the benefit of Seller, notwithstanding Buyer’s Like-Kind Exchange; and (s) All representations, warranties, covenants and indemnification obligations of Sellers to Buyer whether set forth in this Agreement or otherwise existing at law or at equity, shall inure to the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claimsbenefit of Buyer, losses and liabilities, if any, resulting from the Like-Kind notwithstanding Buyer’s Exchange.

Like-Kind Exchange. Either party Seller may elect to structure this transaction as enter into a like-kind tax deferred exchange pursuant to under Section 1031 of the CodeInternal Revenue Code (an "Exchange"). Subject to the provisions of this Section 26, Buyer shall reasonably cooperate with Seller, at no cost or expense to Buyer, in consummating the sale of the Property by Seller in an Exchange transaction pursuant to a written exchange agreement and related documents entered into by Seller and a qualified intermediary, which shall be in a form reasonably acceptable to Buyer and shall be executed and delivered on or before the Closing Date. Seller shall indemnify, protect, defend and hold Buyer harmless from and against any and all actions, losses, liabilities, damages, claims, demands, causes of action, costs and expenses ("Claims") of any kind or nature whatsoever arising out of, in connection with, or in any manner related to such Exchange that would not have been incurred but for the structuring of the sale of the Property by Seller as an Exchange, without limitations, any Claims suffered by or asserted against Buyer by the Internal Revenue Service or any other taxing authority in connection with such Exchange. Seller agrees that, and the regulations promulgated thereunderBuyer's obligations under this Section 26 shall be expressly conditional upon, with respect to any or all each of the Properties following: (a “Like-Kind Exchange”a) at the Exchange or any time prior to action necessary or required for any proposed Exchange shall not delay the date Close 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 Escrow beyond 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 its rights under this Agreement to a Qualified Intermediary Closing Date; (“QI”b) 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 accept title to any real or personal property other than the Properties Property in connection with such Exchange; and (c) if Seller uses a qualified intermediary to effectuate the Like-Kind Exchange, and Buyer’s possession any assignment of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof obligations of Seller hereunder shall not relieve, release or absolve Seller of its obligations to Buyer hereunder. The rights and obligations of the parties under this Agreement with respect to Section 26 shall survive the Closing or any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment sooner termination of this Agreement to a QI or QEAT shall not release either 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 the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.

Like-Kind Exchange. Either party may elect Notwithstanding anything to the contrary in this Agreement, either Seller shall have the right, on or prior to the Closing Date, to assign all or a portion of its rights under this Agreement and/or the Deposit Escrow Agreement to a “qualified intermediary” (as that term is defined in U.S. Treasury Regulations § 1.1031(k)-1(g)(4)) or to a “qualified exchange accommodation titleholder” (as that term is defined in U.S. Revenue Procedure 2000-37), in order to attempt to structure the transactions contemplated by this transaction Agreement, in relevant part, as a like-kind exchange pursuant to or reverse like-kind exchange under Section 1031 of the Code, Code and the regulations promulgated thereunder, with respect to any or all of the Properties corresponding state and/or local income tax provision (a “Like-Kind Exchange”) at ). The Parties agree to cooperate in good faith and execute any time prior necessary agreements and/or other documents to the date of Closing. In order to effect a effectuate any Like-Kind Exchange, non-electing party provided: (a) such documents shall cooperate and do all acts not modify Sellers’ or Buyers’ representations, warranties or obligations under this Agreement or the Deposit Escrow Agreement; (b) such documents shall not relieve Sellers or Buyers of any Liability under this Agreement or the Deposit Escrow Agreement; (c) the Purchase Price paid by Buyers shall not be different from that which Buyers would have paid pursuant to ARTICLE II; (d) Buyers shall incur no unreimbursed additional costs, expenses, fees or Liabilities as may be reasonably required a result of or requested by the party electing for a in connection with any Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, permitting such party to assign its rights under this Agreement to a Qualified Intermediary (“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 and shall not be required to take title to any property other than not the Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment subject of this Agreement to a QI or QEAT shall not release either Seller or Buyer from, or expand, any of their respective liabilities Agreement; and obligations to each other under this Agreement. The party not participating in the (e) and no attempted 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 materially delay the Properties if such costs are the result of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind ExchangeClosing.

Like-Kind Exchange. Either party may elect TAXES. 10.17.1 Seller desires to structure exchange for other property of like-kind and qualifying use within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended and the Regulations promulgated thereunder, the Assets, which are the subject of this transaction Agreement. To effect such an exchange, Seller reserves the right to assign its rights, but not its obligations, hereunder to a Qualified Intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4) on or before the Closing Date, and Buyer hereby agrees to recognize any such assignment. Buyer agrees to cooperate with Seller and with the Qualified Intermediary to ensure that the formalities of a like-kind exchange pursuant are accomplished. Buyer shall not be obligated to pay any additional costs or incur any additional obligations in their acquisition of the Assets, which are the subject of this Agreement, and Seller shall indemnify Buyer against all claims, expenses, losses and liabilities, if any, resulting from Buyer's participation in such an exchange. 10.17.2 Buyer desires to acquire in exchange for other property of like-kind and qualifying use within the meaning of Section 1031 of the CodeInternal Revenue Code of 1986, as amended, and the regulations Regulations promulgated thereunder, with respect the Assets, which are the subject of this Agreement. To effect such an exchange, Buyer reserves the right to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to 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, includingassign its rights, but not limited toits obligations, permitting such party to assign its rights under this Agreement hereunder to a Qualified Intermediary (“QI”) of such party’s choice as provided in accordance with Treasury Regulation § Regulations Section 1.1031(k)-1(g)(4) on or executing additional escrow instructionsbefore the Closing Date, documents, agreements or instruments and Seller hereby agrees to effect an exchange; provided, however, recognize any such assignment. Seller agrees to cooperate with Buyer shall not be required to take title to any property other than the Properties in connection and with the Like-Kind Exchange, and Buyer’s possession Qualified Intermediary to ensure that the formalities of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchangelike- kind exchange are accomplished. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 Assets, which are the result subject of the other party’s Like-Kind Exchangethis Agreement, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and Buyer shall indemnify the other party from and Seller against all claims, expenses, losses and liabilities, if any, resulting from the Like-Kind ExchangeSeller's participation in such an exchange.

Like-Kind Exchange. Either party may elect to structure this transaction as Sellers are considering the disposition of the SLSJ Assets through a like-qualified intermediary within the meaning of Treas. Reg. Section 1. 1031(k)-1(g)(4) for the purpose of effecting a like kind exchange pursuant to (an "EXCHANGE") within the meaning of Section 1031 of the Code, and the regulations promulgated thereunder, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to 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 its rights under this Agreement to a Qualified Intermediary (“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 If Sellers decide to effect an exchangeExchange, Sellers may, in their sole discretion, notify Purchaser in writing, and Purchaser agrees to cooperate with Sellers, if requested by Sellers, to structure the disposition of the SLSJ Assets as an Exchange; provided, however, Buyer shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 Purchaser shall not be obligated to pay any additional costs or incur any additional obligations cost, liability (including warranty or other liability) or expense (including the reasonable expenses of its counsel in its sale or purchase, as applicable, advising and representing Purchaser with respect to structuring the disposition of the Properties if such costs are the SLSJ Assets as an Exchange), and is held harmless by Sellers against any loss, liability or expense, arising as a result of the other party’s Like-Kind intended Exchange or any challenge to, or failure of, the disposition of the SLSJ Assets hereunder to qualify as an Exchange. The ability or inability of Sellers to structure the disposition of the SLSJ Assets as an Exchange shall not be a condition precedent to, and shall not under any circumstances constitute a cause for the delay of, the Closing. In connection with an Exchange, all of Sellers' respective representations, warranties, covenants, rights and obligations hereunder shall remain with Sellers, and Sellers shall transfer legal title to the party electing SLSJ Assets directly over to consummate Purchaser. In the sale as a Like-Kind Exchange agrees event of any dispute regarding the SLSJ Assets, the transactions contemplated hereby or Sellers' respective obligations hereunder, Purchaser may look solely to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind ExchangeJournal Register Parties with respect to resolving any such dispute.

Like-Kind Exchange. Either party may (a) Seller may, with respect to some or all of the Seller Assets, elect to structure this transaction as effect a likesimultaneous or non-kind simultaneous tax-deferred exchange pursuant to Section 1031 of the Code, Code and the regulations promulgated thereunder. Buyer expressly agrees to use reasonable efforts to cooperate with Seller, upon Seller's reasonable request and at Seller's expense, in connection with respect any such exchange, including by executing any and all documents, including escrow instructions or agreements and consenting to any or Seller's assignment of its rights hereunder to an exchange entity, which are reasonably necessary to carry out such an exchange. Any and all of the Properties (a “Like-Kind Exchange”) at any time prior representations, obligations, agreements, warranties and covenants made by Seller to Buyer in connection with this Agreement shall remain in full force and effect and continue to inure to the date benefit of Closing. In order to effect a Like-Kind ExchangeBuyer, 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 its rights under notwithstanding any assignment of this Agreement to a Qualified Intermediary third party in connection with such Section 1031 exchange. Nothing in this Section 6.12 shall in any manner relieve Seller from any of its obligations under this Agreement, and Seller shall remain primarily liable to Buyer pursuant to the terms of this Agreement. (“QI”b) Buyer's obligation to cooperate in a Section 1031 exchange is conditioned upon each of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4the following: (i) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange; provided, however, Buyer shall not be required to take title to incur any property other than the Properties additional costs, expenses or liabilities (including professional fees and transfer taxes) as a result of, or in connection with, any action taken by Buyer under Section 6.12(a) or such Section 1031 exchange, and Seller shall indemnify and hold Buyer harmless from any cost, expense or liability incurred by Buyer in connection with any action taken by Buyer under Section 6.12(a) or such Section 1031 exchange, (ii) the Like-Kind Exchange, and Buyer’s possession of the Properties will Closing shall not be delayed as a result of such Section 1031 exchange and (iii) all acknowledgments, releases, representations, warranties, covenants and agreements made by reason Seller (as set forth in this Agreement) shall remain in full force and effect in favor of any Buyer as if such Like-Kind Exchange. Section 1031 exchange had not been made. (c) Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof shall not be in default under this Agreement with respect and shall not be liable for any damages, losses, costs or expenses incurred by Seller if (i) any intermediary or exchange entity fails to take any steps to (A) locate, identify, or negotiate for the acquisition of property, (B) prepare and execute documents, or (C) arrange for financing necessary to effect the transactions contemplated by this Section 6.12, (ii) any property designated as such by Seller fails to qualify as "like-kind" property for purposes of Code Section 1031, or (iii) the transactions described herein otherwise fail, for any reason, to afford Seller the benefits of Section 1031 of the Code. (d) Seller shall be solely responsible for all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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, tax incidences of the Properties if such costs are transactions contemplated by this Section 6.12, including compliance with any temporal requirements hereunder or under Code Section 1031 or the result of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind ExchangeRegulations thereunder.

Like-Kind Exchange. Either party Seller may elect to structure this transaction the disposition of the Property, as applicable, as a liketax-kind deferred exchange ("Exchange") pursuant to Section 1031 of the CodeInternal Revenue Code of 1986, as amended, subject to the following terms: (a) Seller, at its option, may assign its right in, and delegate its duties (in part or in whole) under, this Agreement, as well as the regulations promulgated thereundertransfer of their interest in the Property, with respect to any or all of an exchange accommodator ("Accommodator") selected by Seller, and Seller may add the Properties (a “Like-Kind Exchange”) at any time prior Accommodator as an additional party to the date of Closing. In order escrow created by this Agreement; (b) Accommodator shall have no liability to effect a Like-Kind Buyer, and Buyer shall hold Accommodator harmless from any claims by Buyer in connection with the Exchange; (c) Buyer agrees to cooperate with Seller, as applicable, in connection with the Exchange, non-electing party shall cooperate and do all acts as may be reasonably required or requested by including the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, execution of documents (including, but not limited to, permitting such party escrow instructions and amendments to assign its rights under this Agreement escrow instructions) therefor; (d) Buyer shall in no way be obligated to a Qualified Intermediary pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to Seller's replacement property in the Exchange; (“QI”e) The Closing shall not be contingent or otherwise subject to the consummation of such party’s choice the Exchange; (f) The Closing shall occur in accordance with Treasury Regulation § 1.1031(k)-1(g)(4the terms of this Agreement notwithstanding any failure, for any reason, of the consummation of the Exchange; (g) Buyer shall have no responsibility or executing additional escrow instructions, documents, agreements or instruments liability on account of the Exchange to effect an exchange; provided, however, any third party involved in the Exchange; (h) Buyer shall not be required to take title to make any property other than the Properties representations or warranties nor assume any obligations, nor spend any out-of-pocket sum in connection with the Like-Kind Exchange; (i) All representations, warranties, covenants and Buyer’s possession indemnification obligations of the Properties will not be delayed by reason of any such Like-Kind Exchange. Seller to Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under whether set forth in this Agreement with respect or otherwise existing at law or at equity, shall inure to any or all the benefit of Buyer, notwithstanding the Properties Exchange; and (j) All representations, warranties, covenants and indemnification obligations of Buyer to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined Seller whether set forth in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement or otherwise existing at law or at equity, shall inure to a QI or QEAT shall not release either Seller or Buyer fromthe benefit of Seller, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in notwithstanding 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 the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.

Like-Kind Exchange. Either party may elect Seller understands and acknowledges that a material inducement to Purchaser’s entry into this Agreement is the right of Purchaser to structure the transaction contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended (“Section 1031”). Seller agrees to cooperate in all reasonable respects to allow Purchaser to structure the transaction as contemplated by this Agreement to effect a like-kind exchange pursuant to in compliance with the provisions of Section 1031 of the Code, and the regulations Regulations promulgated thereunder, thereunder (the “Regulations”). The agreement of Seller to cooperate in all reasonable respects with respect Purchaser’s efforts to any or all structure the transaction contemplated by this Agreement as part of a like-kind exchange under Section 1031 and the Properties (a “Like-Kind Exchange”) at any time prior Regulations shall be subject to the date of Closing. In order to effect a Like-Kind Exchangefollowing terms, non-electing party shall cooperate provisions and do all acts as may be reasonably required or requested by conditions: (a) 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 its rights under this Agreement to a Qualified Intermediary (“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 Closing shall not be required delayed as a result of any like-kind exchange aspects of the transaction; (b) if Purchaser is unsuccessful in its efforts to structure the transaction contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to Purchaser’s obligations under this Agreement; and in such case, the Closing shall proceed as if this paragraph were not included in this Agreement; and (c) in no event shall Seller be obligated to take title to any property other than the Properties Property of any nature or kind or to assume any other liability or exposure to facilitate Purchaser’s like-kind exchange, and in no event shall Purchaser be released from any of its obligations under this Agreement as a result of or in connection with the LikePurchaser’s like-Kind Exchange, kind exchange. Purchaser shall pay and Buyer’s possession of the Properties will not be delayed reimburse Seller for any and all costs and expenses (if any) incurred by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or Seller as a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 Likeelection by Purchaser to structure the Closing as part of a like-Kind Exchangekind exchange (but only to the extent such costs and expenses exceed the costs and expenses that otherwise would have been incurred by Seller hereunder). Furthermore, Purchaser shall indemnify and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold Seller harmless and indemnify the other party from and against any and all damages, demands, claims, losses costs, and liabilities, if any, resulting from expenses (including court costs and reasonable attorneys’ fees and expenses) incurred by or asserted against Seller as a result of the Likeelection by Purchaser to structure the Closing as part of a like-Kind Exchangekind exchange.

Like-Kind Exchange. Either party Purchaser and Seller hereby acknowledge that Purchaser may elect desire to structure this transaction effectuate a tax-deferred exchange (also known as a like-kind “1031” exchange pursuant to Section 1031 of (the Code, and the regulations promulgated thereunder, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to 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 its rights under this Agreement to a Qualified Intermediary (“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 Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting the purchase of all or a Like-Kind Exchangeportion of the Property. Seller hereby agrees to cooperate with the Purchaser in connection with the Exchange, provided that: (a) All documents executed in connection with the Exchange (the “Exchange Documents”) shall recognize that Seller is acting solely as an accommodating party to such Exchange, shall have no liability with respect thereto, and Buyer acknowledge is making no representation or warranty that the transactions qualify as a tax-free exchange under Section 1031 of the Internal Revenue Code or any applicable state or local laws and agree shall have no liability whatsoever if any such transactions fail to so qualify. All Exchange Documents executed by Seller in connection with the Exchange shall be in form and substance reasonably acceptable to Seller. (b) The Exchange shall not result in Purchaser incurring any additional costs or liabilities (and Purchaser shall pay all additional costs and expenses to the extent that such are incurred, including, without limitation, any additional costs or expenses incurred by Seller as a whole result of its participation in the Exchange). Purchaser shall indemnify, defend and hold Seller (c) In no event shall Seller be obligated to acquire any property or partial assignment otherwise be obligated to take title, or appear in the records of title, to any other property in connection with the Exchange. (d) In no event shall Purchaser’s consummation of the Exchange constitute a condition precedent to Purchaser’s obligations under this Agreement to a QI or QEAT nor shall not release either Seller or Buyer from, or expand, the Exchange modify any of their respective liabilities the dates and obligations times for performance set forth in this Agreement and Purchaser’s failure or inability to each other under this Agreement. The party not participating in consummate the Like-Kind Exchange shall not be obligated deemed to pay any additional costs excuse or incur any additional release Purchaser from its 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 the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchangeunder this Agreement.

Like-Kind Exchange. Either party may elect to structure this transaction as Sellers are considering the disposition of the SLSJ Assets through a like-qualified intermediary within the meaning of Treas. Reg. Section 1. 1031(k)-i (g)(4) for the purpose of effecting a like kind exchange pursuant to (an "Exchange") within the meaning of Section 1031 of the Code, and the regulations promulgated thereunder, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to 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 its rights under this Agreement to a Qualified Intermediary (“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 If Sellers decide to effect an exchangeExchange, Sellers may, in their sole discretion, notify Purchaser in writing, and Purchaser agrees to cooperate with Sellers, if requested by Sellers, to structure the disposition of the SLSJ Assets as an Exchange; provided, however, Buyer shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 Purchaser shall not be obligated to pay any additional costs or incur any additional obligations cost, liability (including warranty or other liability) or expense (including the reasonable expenses of its counsel in its sale or purchase, as applicable, advising and representing Purchaser with respect to structuring the disposition of the Properties if such costs are the SLSJ Assets as an Exchange), and is held harmless by Sellers against any loss, liability or expense, arising as a result of the other party’s Like-Kind intended Exchange or any challenge to, or failure of, the disposition of the SLSJ Assets hereunder to qualify as an Exchange. The ability or inability of Sellers to structure the disposition of the SLSJ Assets as an Exchange shall not be a condition precedent to, and shall not under any circumstances constitute a cause for the delay of, the Closing. In connection with an Exchange, all of Sellers' respective representations, warranties, covenants, rights and obligations hereunder shall remain with Sellers, and Sellers shall transfer legal title to the party electing SLSJ Assets directly over to consummate Purchaser. In the sale as a Like-Kind Exchange agrees event of any dispute regarding the SLSJ Assets, the transactions contemplated hereby or Sellers' respective obligations hereunder, Purchaser may look solely to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind ExchangeJournal Register Parties with respect to resolving any such dispute.

Like-Kind Exchange. Either party Seller may elect to structure this transaction as a like-kind exchange pursuant to Section 1031 of the Code, Code and the regulations promulgated thereunder, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to the date of First Closing (or, as the case may be, the Supplemental Closing). In order to effect a Like-Kind Exchange, non-electing party Buyer shall cooperate and do all acts as may be reasonably required or requested by the party electing for a Like-Kind Exchange Seller with regard to effecting such the Like-Kind Exchange, including, but not limited to, including permitting such party Seller to assign its rights under this Agreement to a Qualified Intermediary (“QI”) qualified intermediary of such partySeller’s choice in accordance with Treasury Regulation Treas. Reg. § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange; provided, however, 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) Seller 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 contemplated exchange, including reasonable attorneys’ fees and costs of defense; (d) the consummation of the transactions described in this Agreement shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not be delayed or affected by reason of any such Like-Kind Exchange. exchange nor shall the consummation or accomplishment of such exchange be a condition precedent or condition subsequent to Seller’s obligations under this Agreement; (e) Buyer reserves the rightshall not, at by this Agreement or prior acquiescence to Closingsuch exchange, to assign have its rights or a portion thereof under this Agreement affected or diminished in any manner; and (f) Buyer shall not, by this Agreement or acquiescence to such exchange, be responsible for compliance with respect or deemed to any or all have warranted to Seller that such exchange in fact complies with Section 1031 of the Properties Code or any state or local tax Law. If any exchange contemplated by Seller should fail to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined occur, for whatever reason, the transactions contemplated in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 nonetheless be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, consummated as applicable, of the Properties if such costs are the result of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchangeprovided herein.

Like-Kind Exchange. Either party may elect Notwithstanding anything to structure the contrary in this Agreement, Purchaser acknowledges and agrees that 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 liketax-kind free exchange pursuant to Section under SECTION 1031 of the CodeInternal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the regulations promulgated thereunderInternal Revenue Service (collectively, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to the date of Closing"CODE"). In order If Seller elects to effect a LikeTax-Kind ExchangeFree Exchange pursuant to this SECTION 10.24, non-electing party Seller shall cooperate provide written notice to Purchaser prior to Closing, in which case Seller shall enter into an exchange agreement and do other exchange documents with a "qualified intermediary" (as defined in Treas. Reg. ss. 1.1031(k)-1(g)(4) of the Code) (the "EXCHANGE PARTY"), pursuant to which Seller shall assign 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 Exchangeof its right, including, but not limited to, permitting such party to assign its rights title and interest under this Agreement to a Qualified Intermediary (“QI”) of the Exchange Party. Purchaser shall execute and deliver 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 documents as may be required to take title complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to any property other than Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the Properties Tax-Free Exchange. Purchaser agrees that if Seller elects to effect a Tax-Free Exchange pursuant to this SECTION 10.24, at Closing, Purchaser shall pay the Purchase Price to the Exchange Party and direct Escrow Agent to disburse the Xxxxxxx Money to the Exchange Party. Notwithstanding the foregoing in this SECTION 10.24, the Tax-Free Exchange shall not diminish Purchaser's rights, nor increase Purchaser's liabilities or obligations, under this Agreement. Seller shall pay for all fees, costs and expenses in connection with the LikeTax-Kind Exchange, and Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Free Exchange.

Like-Kind Exchange. Either party may elect Notwithstanding anything to structure the contrary in this Agreement, Purchaser acknowledges and agrees that Seller shall have the right at 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 liketax-kind free exchange pursuant to under Section 1031 of the Code, and Code (the regulations promulgated thereunder, with respect to any or all of the Properties (a “LikeTax-Kind Free Exchange”) at any time prior to the date of Closing). In order If Seller elects to effect a LikeTax-Kind ExchangeFree Exchange pursuant to this Section 3.5, nonSeller shall provide written notice to Purchaser prior to 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)) (the “Exchange Party”) pursuant to the Exchange Party’s standard form of such exchange documents (the “Exchange Agreement”), pursuant to which Seller shall assign all of its right, title and interest under this Agreement to the Exchange Party; provided, however, (i) that such assignment shall not relieve Seller of any of its obligations under this Agreement , (ii) Seller shall save, protect, defend, indemnify and hold the Purchaser Indemnitees harmless from any and all additional costs, liabilities or expenses as a result of such Tax-electing party Free Exchange and such indemnification shall cooperate not be subject to the limitation of Section 14.3(b) of this Agreement, (iii) Seller shall remain liable for any of its obligations under this Agreement, (iv) such exchange shall not cause or result in any delay of the Closing, and do all acts (v) Purchaser shall not be obligated to take title to any other property in connection with such exchange. Purchaser shall execute and deliver such documents as may be reasonably required or requested to complete the transactions contemplated by the party electing for 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 LikeTax-Kind Free Exchange pursuant to this Section 3.5, the Xxxxxxx Money shall be deposited with regard or transferred to effecting such Likethe Exchange Party pursuant to the Exchange Agreement, subject to the same terms applicable thereto under the Xxxxxxx Money Escrow Agreement. Notwithstanding the foregoing in this Section 3.5, the Tax-Kind ExchangeFree Exchange shall not diminish Purchaser’s rights, includingnor increase Purchaser’s obligations, but not limited to, permitting such party to assign its rights under this Agreement to a Qualified Intermediary (“QI”) of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructionsAgreement. Seller shall pay for all fees, documents, agreements or instruments to effect an exchange; provided, however, Buyer shall not be required to take title to any property other than the Properties costs and expenses in connection with the LikeTax-Kind Exchange, and Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Free Exchange.

Like-Kind Exchange. Either party Seller may elect to structure this transaction consummate the Transaction in whole or in part as a like-kind exchange pursuant to Section 1031 of the CodeInternal Revenue Code of 1986, and as amended, so long as such election does not delay the regulations promulgated thereunderClosing hereunder. If Seller so elects, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to the date of Closing. In order to effect a Like-Kind Exchange, non-electing party Buyer shall cooperate with Seller, executing such documents and do all acts taking such action as may be reasonably required or requested by the party electing for necessary in order to effectuate this Transaction as a Likelike-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, permitting such party to assign its rights under this Agreement to a Qualified Intermediary (“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 kind exchange; provided, however, that (i) Buyer’s cooperation hereunder shall be without cost, expense or liability to Buyer of any kind or character, including, without limitation, any attorneys’ fees, costs or expense incurred in connection with the review or preparation of documentation in order to effectuate such like-kind exchange, and Buyer shall not be required have no obligation to take title to any property other than the Properties real property; (ii) Seller shall assume all risks in connection with the Like-Kind Exchangedesignation, selection and Buyer’s possession setting of terms of the Properties will not be delayed by reason purchase or sale of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or exchange property; (iii) Seller shall bear all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) costs and expenses in connection with effecting any such exchange transaction in excess of the costs and expenses which would have otherwise been incurred in acquiring or selling the Property by means of a Like-Kind Exchange. Seller and straight purchase, so that the net effect to Buyer acknowledge and agree shall be materially identical to that a whole or partial assignment of which would have resulted had this Agreement closed on a purchase and sale; (iv) any documents to a QI or QEAT shall not release either Seller or Buyer from, or expand, any of their respective liabilities effectuate such exchange transaction are consistent with the terms and obligations to each other under conditions contained in this Agreement. The party not participating in the Like-Kind Exchange ; and (v) Seller shall not be obligated to pay indemnify, defend and hold Buyer harmless from 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 the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilitiesdemands, if anypenalties, resulting from loss, causes of action, suits, risks, liability, costs or expenses of any kind or nature (including, without limitation, reasonable attorneys’ fees) which Buyer may incur or sustain, directly or indirectly, related to or in connection with, or arising out of, the Likeconsummation of this Transaction as a like-Kind Exchangekind exchange as contemplated hereunder.

Like-Kind Exchange. Either party (a) (i) Purchaser acknowledges that Seller may, at Seller’s option, effect a like-kind exchange of the Property under Internal Revenue Code Section 1031 (the “Code”). Purchaser further acknowledges that, prior to closing, Seller may elect convey to structure one of its members (a “Seller Transferee”) an interest in the Property as a tenant-in-common, in order to accommodate such Seller Transferee and/or Seller in effecting a like-kind exchange of an interest in the Property. Any transfer of an interest in the Property by Seller to a Seller Transferee shall be made subject to this transaction as Agreement. Purchaser shall reasonably cooperate with Seller and the Seller Transferee and shall execute any documents reasonably required to permit Seller and/or the Seller Transferee to effect such a like-kind exchange pursuant to Section 1031 of the Code, provided (w) Seller shall reimburse Purchaser for reasonable fees and expenses incurred by Purchaser in connection with the regulations promulgated thereunderexchanges contemplated by this Section 12.2(a), with respect to any or all of the Properties (a “Like-Kind Exchange”x) at any time prior to the date of Closing. In order to effect a Like-Kind Exchange, non-electing party in no event shall cooperate and do all acts as may Purchaser 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 its rights under this Agreement to a Qualified Intermediary (“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 obligated to take title to any property other than the Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 Property or incur any additional obligations liability in its sale or purchaseconnection with such exchange, as applicable, (y) in no event shall the Closing Date be delayed on account of the Properties if any such costs are the result of the other party’s Like-Kind Exchangeexchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchange(z) in no event shall Seller be relieved of any of its obligations or liability hereunder in connection with any such exchange.

Like-Kind Exchange. Either party may elect Notwithstanding the provisions contained in this Agreement relating to structure this transaction the sale of the Real Property, the parties acknowledge that it is the desire and intention of Seller, if possible, to exchange the Real Property for property of a like kind in an exchange qualifying as a liketax-kind free exchange pursuant to under Section 1031 of the CodeInternal Revenue Code of 1986. If requested by Seller, Purchaser shall reasonably cooperate with Seller in attempting to implement such exchange as hereinafter provided, at Seller's sole cost and expense, in lieu of the regulations promulgated thereundersale provided for above, with respect provided that such cooperation shall be limited to any or (a) acknowledging and agreeing to the assignment by Seller of all of the Properties its rights (a “Like-Kind Exchange”) at any time prior to 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 its rights obligations) under this Agreement to a Qualified Intermediary qualified intermediary in a manner consistent with the provisions of Treasury Regulations Sections 1.1031(k)-1(g)(4), (“QI”b) of such party’s choice to paying the net Purchase Price (after deposits to required escrowees and other adjustments provided hereunder) in accordance with Treasury Regulation § 1.1031(k)-1(g)(4the joint directions of Seller and any such qualified intermediary and (c) or executing additional escrow instructions, documents, agreements or instruments taking any other action as may otherwise be reasonably required to effect an such exchange and further provided that: (a) Purchaser incurs no risk, liability, obligation, cost or expense associated with the exchange; provided(b) the exchange does not affect or delay settlement of Purchaser's acquisition of the Real Property as provided in this Agreement; (c) Seller hereby waives any and all claims it may have against Purchaser resulting from the transaction described in this Article 27 and agrees to indemnify and hold Purchaser harmless from and against all liability arising out of its cooperation in effecting the exchange as requested by Seller including, howeverwithout limitation, Buyer any liability or costs incurred by Purchaser arising from any tax proceedings or investigation conducted in connection with the exchange; (d) if the terms regarding the purchase of the exchange property provides for any financing other than the payment of all costs, Purchaser shall have no liability for such financing; (e) Purchaser shall not be required to take title to any exchange property; and (f) any documentation required to be signed by Purchaser shall be delivered to Purchaser and its counsel at least three (3) days prior to the Closing Date and shall be in form and substance reasonably satisfactory to Purchaser. In the event Seller elects to exchange the Real Property as set forth herein, any exchange contract to be signed by Purchaser shall provide that the sole and exclusive remedy of the seller of the exchange property other than the Properties shall be forfeiture of any deposit which may be required thereunder. The parties hereto acknowledge that Purchaser shall not be deemed Seller's agent in connection with said exchange. All costs and expenses in connection with the Likeacquisition or transfer of any exchange property, including any deposit required by any exchange property contract, shall be the obligation of Seller and all costs and expenses incurred by Purchaser in conjunction with the acquisition of such exchange property pursuant to the contact therefor and transferring same to Seller shall, at Purchaser's sole option, either be (i) credited toward the Purchase Price otherwise due Seller under this Agreement, or (ii) fully reimbursed to the Purchaser (or if requested by Purchaser, advanced by Seller to Purchaser prior to the time that Purchaser incurs, or becomes obligated to pay, such cost or expense); provided, however, if Purchaser reasonably anticipates that attorneys' fees and costs incurred by Purchaser in cooperating with any such like-Kind Exchangekind exchange transaction will exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00), and Buyer’s possession Purchaser shall immediately notify Seller, in writing, of the Properties will not be delayed by reason same, and, anything herein to the contrary notwithstanding, Seller shall have no liability for payment of Purchaser's attorneys' fees and costs in excess of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) unless and until Seller has notified Purchaser, in writing, that Seller shall pay any such Likeexcess attorneys' fees and costs. If Seller fails to so notify Purchaser, in writing, Purchaser's obligation to cooperate with Seller in effecting any such like-Kind Exchangekind exchange transaction shall terminate. Buyer reserves In the rightevent that for any reason exchange property is not located or any transaction involving the acquisition by Seller or exchange property is not consummated, at or prior Seller shall be obligated to Closing, to assign its rights or a portion thereof consummate settlement under this Agreement with respect to any or all of as fully and as effectively as if the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment provision of this Agreement to a QI or QEAT shall Article 27 were not release either Seller or Buyer from, or expand, any of their respective liabilities and obligations to each other under set forth in 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 the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.

Like-Kind Exchange. Either party Tenant understands that Landlord may elect seek to structure the disposition of its interest in the Premises in such a way that will afford Landlord an opportunity to take advantage of the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended and the Treasury Regulations promulgated thereunder governing “like-kind” exchanges. Tenant shall cooperate with Landlord in such efforts provided Tenant shall not be responsible for any costs and/or expenses in connection therewith. Without limiting the generality of the foregoing, Tenant as directed by Landlord, shall make all payments on account of the purchase price under any contract of sale entered pursuant to the terms of this transaction Lease including any deposit thereunder, to a Qualified Intermediary (as defined in the Treas. Reg. 1.1031(k)-1(g)(4)). Landlord reserves the right, in effectuating such like-kind exchange, to assign Landlord’s rights, but not its obligations, under any agreement to the Qualified Intermediary and Tenant hereby consents to such assignment. Tenant agrees to execute such reasonable documents and otherwise to cooperate in such respects as may reasonably be requested by Landlord in order to enable Landlord to carry out a like-kind exchange pursuant to Section 1031 of the Code, and the regulations promulgated thereunder, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior as aforesaid. Notwithstanding anything contained herein to the date contrary, (a) Tenant shall not incur (except to a de minimus extent) additional costs or expenses, or have any of Closing. In order to effect a Like-Kind Exchange, non-electing party shall cooperate and do all acts as may be reasonably required its obligations under any agreement increased 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 any of its rights under this Agreement to a Qualified Intermediary (“QI”) of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructionshereunder reduced, documents, agreements or instruments to effect an exchange; provided, however, Buyer shall not be required to take title to any property other than the Properties in connection with the Likelike-Kind Exchangekind exchange, and Buyer’s possession of the Properties will not be delayed (b) Landlord shall indemnify Tenant for all loss, cost, expense, damages and liabilities, including, without limitation, attorneys’ costs and expenses, incurred by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) Tenant in connection with effecting such like-kind exchange. In the event that the Landlord fails to arrange such a Likelike-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT kind exchange, the transaction shall not release either 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 nevertheless 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 the party electing to consummate the sale consummated as a Like-Kind Exchange agrees to hold harmless sale and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchangepurchase.

Like-Kind Exchange. Either party Purchaser acknowledges that Seller has indicated that Seller may elect wish, at its sole cost and expense, to structure this transaction in such a manner so as to effectuate a simultaneous or deferred like-kind exchange (“Exchange”) pursuant to the applicable provisions of Section 1031 of the Internal Revenue Code, as amended. Accordingly and without any representation by Purchaser that such an Exchange is possible or permissible, Purchaser agrees that Seller shall have the regulations promulgated thereunder, with respect to any or all of the Properties (a “Like-Kind Exchange”) at any time prior to 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 right to assign its rights under this Agreement to a Qualified Intermediary (“QI”) third party for the purpose of effectuating 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 exchangeExchange; provided, however, Buyer that (i) the Settlement pursuant to this Agreement shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not be delayed by reason of such exchange, (ii) Purchaser shall not be required to incur any additional cost or expense as a result of such Like-Kind Exchange. Buyer reserves , including the rightcost of reasonable attorney’s fees incurred by Purchaser for review of documents prepared by Seller for Purchaser’s execution to effectuate the Exchange, which reasonable costs shall be reimbursed to Purchaser by Seller at or prior Settlement, (iii) Purchaser shall not be required to Closing, to assign its rights or a portion thereof under this Agreement with respect acquire title to any or all of real property other than the Properties Property, (iv) Seller’s ability to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 consummate such an Exchange shall not be obligated a condition to pay the obligations of Seller or Purchaser under this Agreement, and (v) Seller’s obligation to cooperate with Purchaser shall not be impacted by any additional costs such assignment. SELLER: XXXX. SOMERVILLE CO., a Delaware corporation By: Name: Title: Date: United States of America ss. District of Columbia I, , a Notary Public in and for the District of Columbia, DO HEREBY CERTIFY THAT , who is personally known to me (or incur any additional obligations proved by oaths of credible witnesses to be) the person named as the Attorney-in-Fact in its sale or purchasethe foregoing Land Purchase Agreement, as applicable, bearing the date of the Properties if such costs are day of , 2013, personally appeared before me in said District of Columbia, and as Attorney-in-Fact as aforesaid, acknowledged the result same to be the act and deed of XXXX. XXXXXXXXXX CO., a Delaware corporation, one of the other party’s Like-Kind Exchangeparties thereto. IN TESTIMONY WHEREOF, I have hereunto set my hand and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claimsofficial seal this day of , losses and liabilities, if any, resulting from the Like-Kind Exchange2013.

Like-Kind Exchange. Either party may elect Buyer acknowledges that Seller may, at its option, seek to structure this transaction the sale of the Property as a like-kind exchange pursuant to of property within the meaning of Section 1031 of the Code, and the regulations promulgated thereunder, with respect to any or all Internal Revenue Code of the Properties 1986 (a “"Like-Kind Exchange”) at any time prior "). Buyer agrees to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by Seller, including the means set forth in this Section; and Buyer consents and agrees to the date following if requested by Seller and provided the same is in furtherance 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 : (i) Seller has the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, permitting such party right to assign its rights under this Agreement to a Qualified Intermediary qualified intermediary without Buyer's consent, and in such event, such qualified intermediary shall have the right to execute and deliver the Closing Statement (“QI”which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructionsSeller's counsel, documentsnecessary and/or desirable to qualify the sale and purchase transaction contemplated by this Agreement as a Like-Kind Exchange, agreements or instruments to effect an exchange; provided, however, that Buyer shall not in no event be required to take title to any real property (other than the Properties in connection with the Like-Kind Exchange, Property) and Buyer and Buyer’s possession of the Properties will 's counsel shall have determined that such transactional matters and accommodations are without material expense or obligation to Buyer and do not be delayed by reason of any such Like-Kind Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to increase Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either Seller or Buyer from, or expand, any of their respective 's liabilities and obligations to each other under this Agreement. The party not participating in ; and (iii) Seller shall still convey the Like-Kind Exchange shall not be obligated Property to pay any additional costs Buyer (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 the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchangepermitted assignee).

Like-Kind Exchange. Either party may elect Both Buyer and Seller agree to structure this transaction as accommodate each other in effecting a like-kind tax deferred exchange pursuant to Section under Internal Revenue Code §1031 of the Code, and the regulations promulgated thereunder, with respect to any or all of the Properties (each a “Like-Kind 1031 Exchange”) ). Each party shall have the right, expressly reserved herein, at such party’s sole expense, to elect a 1031 Exchange at any time prior to within five (5) Business Days before 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, Closing Date (including, but not limited towithout limiting the foregoing, permitting such Seller’s right to substitute an accommodating party to assign its rights under this Agreement to a Qualified Intermediary (“QI”) as Seller 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 exchangethe Property); provided, however, Seller and Buyer hereby acknowledge and agree that consummation of the sale of the Property shall not be predicated or conditioned on any such 1031 Exchange(s), and, without in any way limiting the foregoing, the Closing of Escrow for the Property as provided herein shall not be contingent, delayed or otherwise subject to the closing of any other escrow. Also, neither Buyer nor Seller shall be required to take title to any real property other than the Properties in connection with Real Property, to accommodate the Like-Kind other party’s 1031 Exchange. If a party elects to effect a 1031 Exchange, the other party shall promptly execute all amendments to this Agreement, escrow instructions pertaining to the 1031 Exchange transaction and Buyerall other documents as may be necessary to carry out such 1031 Exchange; provided, however, that the accommodating party shall have the right to approve any and all such documents (which approval may be withheld in the accommodating party’s possession of reasonable discretion), and the Properties will not be delayed by reason of accommodating party shall have no liability to the other party or to any other person for any act or omission, condition, representation, warranty, defect in title or other matter concerning such Like-Kind 1031 Exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either 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 greater cost or expense due to Seller’s 1031 Exchange(s) than would have been the case in its sale or purchase, as applicable, a purchase of the Properties if such costs are Property as otherwise specified in this Agreement, and Seller shall not be obligated to incur any greater cost or expense due to Buyer’s 1031 Exchange(s) than would have been the result case in a purchase of the Property as otherwise specified in this Agreement. Buyer and Seller each agree to hold the other harmless from any liability, damages, or costs, including reasonable attorneys’ fees, that may arise from the accommodating party’s participation in a 1031 Exchange. Notwithstanding the foregoing, each party shall be responsible for their own attorney’s fees incurred in reviewing any documents such party is requested to execute to facilitate such other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchange1031 Exchange(s).