Common use of Tax Deferred Exchange Clause in Contracts

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's ’s obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's ’s fees that may result from Non-Exchanging Party's ’s cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer Purchaser and Seller respectively acknowledge that the purchase and sale Seller --------------------- may desire to structure its disposition of the Property contemplated hereby may be part in a manner intended by it to constitute an exchange of the Property for property of a separate exchange like kind (an “Exchange”"Replacement Property") being made by each party pursuant to that is described in Section 1031 of the Internal Revenue Code of 1986, as amendedamended (an "Exchange"). Notwithstanding anything in this Agreement to the contrary, Seller shall have the right to assign (provided such assignment does not affect Seller's or Purchaser's rights and obligations under this Agreement) its interest in this Agreement without Purchaser's consent to such person or entity as Seller may designate to serve as a "qualified intermediary" (within the regulations promulgated with respect thereto. In meaning of Treasury Regulation (S)1.103(k)-1(g)(4)) for the event that either party (the “Exchanging Party”) desires sole purpose of enabling Seller to effectuate effect such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchangeExchange; provided, however, that notwithstanding any such assignment, Seller shall not be released from any of its liabilities, obligations or indemnities under this Agreement. Purchaser shall cooperate in all reasonable respects with respect Seller to such Exchange effect any Exchange; provided however, that (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Seller's ability to consummate an Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations of Seller under this Agreement, and Purchaser does not warrant and shall not be responsible for any of the Agreementtax consequences to Seller with respect to the transactions contemplated hereunder; and (eb) the Non-Exchanging Party Purchaser shall not be required to hold enter into any document or agreement (or take title to any land other than the Property for purposes property) with respect to Seller's acquisition of the Exchange. The Exchanging Party agrees any Replacement Property; and (c) Purchaser shall not be required to defend, indemnify and hold the Non-Exchanging Party harmless from incur any and all liability, damage additional cost or cost, expense (including, without limitation, reasonable attorney's legal fees that may or taxes of any kind) as a result from Non-Exchanging Party's cooperation with the of any Exchange. The Non-Exchanging Party This paragraph shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, survive Closing without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer Purchaser and Seller respectively acknowledge that or their permitted assigns, have the purchase and right to structure the sale of the Subject Property contemplated hereby may be as part of a separate exchange (an “Exchange”) being made by each party pursuant to one or more deferred exchanges in accordance with the provisions of Section 1031 of the Internal Revenue Code. Purchaser and Seller will make reasonable efforts to cooperate with any such exchange requested by the other; so long as such exchange does not require Purchaser to execute any additional documentation other than a simple consent, and provided that: (i) the Closing Date hereunder will not thereby be delayed, (ii) the cooperating Purchaser or Seller, as the case may be, does not incur any additional expense or liability, nor assume any personal liability in connection with a request by the other party to cooperate with said exchange, (iii) the exchanging party shall not be released from its obligations under this Agreement if the exchanging party’s exchange fails for any reason, and the exchanging party shall remain obligated under this Agreement, (iv) the cooperating party shall not be required to acquire title to any other real property (other than the Real Property), and (v) the exchanging party shall indemnify, defend and hold the cooperating party harmless from and against all expenses, losses, costs (including, without limitation, reasonable attorneys’ fees), damages and claims resulting from the exchanging party’s exchange or attempted exchange. The cooperating party hereby disclaims any responsibility for the qualification of the transactions contemplated by this Agreement as a tax-deferred exchange under Internal Revenue Code of 1986Section 1031, as amended, and the regulations promulgated with respect thereto. In the event that either exchanging party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing cooperating party shall not be delayed liable for any tax liability, interest or adversely affected penalties arising thereunder by reason virtue of the Exchange; (d) cooperating party’s cooperation in the accomplishment consummation of the Exchange shall not be a condition precedent any such exchange or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Codeattempted exchange.

Tax Deferred Exchange. Buyer and Seller Sellers respectively acknowledge that the purchase and sale of the Property Properties contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property Properties for purposes of the Exchange, and (f) the Exchanging Party shall not be relieved of its obligations hereunder. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if any Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if any Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Purchaser or Seller respectively acknowledge that may consummate the purchase and sale or sale, as applicable, of the Property contemplated hereby may be as part of a separate so called like kind exchange (an the “Exchange”) being made by each party pursuant to Section §1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party amended (the “Exchanging PartyCode”) desires to effectuate such an exchange), then the other party provided that: (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b1) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) Exchange nor shall the consummation or accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's either party’s obligations under the this Agreement; (ii) Purchaser and/or Seller, as applicable, shall effect the Exchange through an assignment of its rights and obligations under this Agreement to a qualified intermediary, but no such assignment shall release or relieve Purchaser or Seller, as applicable, of its obligations hereunder; (eiii) no party hereto shall incur any costs or expenses in connection with the Non-Exchanging Party other party’s Exchange; (iv) no party hereto 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 land other than the Property real property for purposes of consummating such Exchange; and (v) performance by the Exchangequalified intermediary hereunder shall be deemed performance by Purchaser or Seller, as applicable, hereunder. The Exchanging Party agrees Neither Purchaser nor Seller shall by this Article 13 or by its acquiescence to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, Exchange (i1) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, manner or (ii2) be responsible for compliance with or be deemed to have warranted to the Exchanging Party other party hereto that the Exchange in fact complies with Section §1031 of the Code. Purchaser and Seller each shall indemnify the other party hereto against any additional liabilities and costs and fees incurred solely as a result of such party’s participation in the Exchange. The indemnities in this Article 13 shall survive the Closing or the termination of this Agreement, as applicable.

Tax Deferred Exchange. Buyer Purchaser and Seller respectively acknowledge that (or any Subsidiary, as appropriate), or their permitted assigns, have the purchase and right to structure the sale of the Subject Property contemplated hereby may be as part of a separate exchange (an “Exchange”) being made by each party pursuant to one or more deferred exchanges in accordance with the provisions of Section 1031 of the Internal Revenue Code. Purchaser and Seller will make reasonable efforts to cooperate with any such exchange requested by the other, including without limitation executing consents to assignments and other documents reasonably requested by the exchanging party; provided that: (i) the Closing Date hereunder will not thereby be delayed, (ii) the cooperating Purchaser or Seller, as the case may be, does not incur any additional expense or liability, nor assume any personal liability in connection with a request by the other party to cooperate with said exchange, (iii) the exchanging party shall not be released from its obligations under this Agreement if the exchanging party's exchange fails for any reason, and the exchanging party shall remain obligated under this Agreement, (iv) the cooperating party shall not be required to acquire title to any other real property (other than the Real Property), and (v) the exchanging party shall indemnify, defend and hold the cooperating party harmless from and against all expenses, losses, costs (including, without limitation, reasonable attorneys' fees), damages and claims resulting from the exchanging party's exchange or attempted exchange. The cooperating party hereby disclaims any responsibility for the qualification of the transactions contemplated by this Agreement as a tax-deferred exchange under Internal Revenue Code of 1986Section 1031, as amended, and the regulations promulgated with respect thereto. In the event that either exchanging party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing cooperating party shall not be delayed liable for any tax liability, interest or adversely affected penalties arising thereunder by reason virtue of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Partycooperating party's cooperation with in the Exchange. The Non-Exchanging Party shall not, by reason consummation of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), such exchange or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Codeattempted exchange.

Tax Deferred Exchange. Notwithstanding Section 17.G, Buyer and Seller respectively acknowledge and agree that either party hereto (the purchase and sale “Exchange Party”) may assign its interest in this Agreement to an exchange facilitator (or, in the case of Seller, to the owner of the property identified by Seller as the Exchange Property) for the purpose of completing an exchange of the Property contemplated hereby may be part of in a separate transaction which will qualify for treatment as a tax-deferred exchange (an “Exchange”) being made by each party pursuant to the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended, 1986 and the regulations promulgated with respect theretoapplicable state revenue and taxation codes sections (a “1031 Exchange”). In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the The other party hereto (the “Non-Exchanging Exchange Party”) agrees to cooperate fully with provide reasonable cooperation requested by the Exchanging Exchange Party in order implementing any such assignment and 1031 Exchange, including the execution of reasonable documentation required in connection therewith and/or payment of the Purchase Price to a facilitator identified by Seller, provided that such cooperation shall not entail any additional expense or liability to the Non-Exchange Party beyond its existing obligations under this Agreement, and provided further that the Exchanging Exchange Party may effectuate shall reimburse the Non-Exchange Party, upon demand, for any expense incurred by the Non-Exchange Party relating to such an exchange; provided1031 Exchange. The Non-Exchange Party shall not, however, that with respect be obligated to such Exchange take title to any property (a) all additional costsother than the Property, fees and expenses related thereto shall be in the sole responsibility ofcase of Buyer), and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the Closing. The accomplishment of the Exchange a like-kind exchange shall not be a condition precedent or condition subsequent to the Exchanging Exchange Party's ’s obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, includingand the Exchange Party’s failure to locate an Exchange Property or to consummate a like-kind exchange for any reason or for no reason at all shall in no way relieve the Exchange Party of its obligations under this Agreement. In addition, without limitation, any representations, warranties and covenants made by the Exchanging Party Buyer acknowledges that this Section 17.K is included in this Agreement (including but not limited to any warranties of titleentirely at the request of, whichand as an accommodation to, if Seller is the Exchanging PartyBuyer. Accordingly, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.Buyer covenants and agrees as follows:

Tax Deferred Exchange. Buyer and Seller respectively The parties acknowledge that the Purchaser intends to purchase and sale of acquire the Property contemplated hereby may be as a part of a separate tax-deferred exchange (an “Exchange”) being made by each party under and pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedamended (the "Code"), and the regulations Treasury Regulations promulgated with respect thereto. In the event that either party thereunder (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) "Regulations"). Seller covenants and agrees to reasonably cooperate fully with Purchaser's efforts to structure and consummate the transactions which are the subject of this Agreement as a part of a tax-deferred exchange in compliance with the Exchanging Party in order that Code and the Exchanging Party may effectuate such an exchangeRegulations; provided, however, that with respect to such Exchange however (a) all additional costs, fees and expenses related thereto such cooperation shall be the sole responsibility ofat no additional costs or expense to Seller, and borne by, the Exchanging Party; (b) structuring of the Non-Exchanging Party shall incur no additional liability transaction as a result of such exchange; (c) the contemplated tax-deferred exchange shall not delay Closing as provided for in Section 8 hereof, (c) neither such cooperation, nor anything in this Section 27 provided, shall be construed to require Seller to sell, purchase or acquire any of property (real or personal) or to take title to any property (real or personal), other than the time periods Property, as an accommodation to Purchaser, or for any other obligations of the Exchanging Party herebyreason, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange no such structuring shall not be a condition precedent limit or condition subsequent in any manner modify either party's obligations, duties, responsibilities or liabilities under or with respect to the Exchanging Party's obligations under the this Agreement; and , (e) the Non-Exchanging Party Purchaser shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party Seller harmless from and against any and all liabilityliability that otherwise might be suffered or incurred by Seller, damage to the extent such liability arises out of or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's by virtue of its cooperation with Purchaser in the Exchangemanner described in this Section 27, with counsel acceptable to Seller, in its sole and absolute discretion; and (f) although Seller shall cooperate with Purchaser in accordance with the terms of this Section 27, Seller shall have no responsibility whatsoever for ensuring that Purchaser successfully accomplishes a tax-deferred exchange in accordance with the Code and the Regulations. The NonAll documents or agreements necessary in order to effect a tax-Exchanging Party deferred exchange shall notbe prepared at the expense of Purchaser. Purchaser may assign its rights under this Agreement (but not its obligations or liabilities), by reason means of an assignment to be executed by and among Seller, Purchaser and Purchaser's intermediary, and Seller shall execute such an assignment at Purchaser's request, so long as the Exchange, (i) have its assignment does not adversely affect Seller's rights under this Agreement, including, without limitation, any representations, warranties and covenants made by so long as such assignment complies with the Exchanging Party terms set forth in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code27.

Tax Deferred Exchange. Buyer and Seller respectively The parties acknowledge that either party may wish to structure all or a portion of this transaction as a tax deferred exchange of like-kind property within the purchase and sale meaning of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated Code. Each party agrees to reasonably cooperate with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate effect such an exchange; provided, however, that with respect to such Exchange that: (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (bi) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party cooperating party shall not be required to hold acquire or take title to any land other than exchange property; (ii) the Property for purposes cooperating party shall not be required to incur any expense (excluding its own attorneys’ fees incurred in reviewing any drafts of the Exchange. The Exchanging Party agrees to defendExchange Documents, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage as defined below) or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation liability whatsoever in connection with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreementexchange, including, without limitation, any representationsobligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties and covenants made by the Exchanging Party or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (including but not limited iv) the effectuating party shall give the cooperating party at least five (5) business days prior notice of the proposed changes required to effect such exchange and the identity of any warranties of titleparty to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, whichdocuments and escrow instructions (collectively, if Seller is the Exchanging Party“Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall remain warranties of Seller)be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 exchange transaction arising by reason of the Codecooperating party’s performance of the acts required hereby; and, (vii) except as provide in Section 1.6, the Closing shall not be delayed as a result of a party’s election to structure the transaction as a tax deferred exchange in accordance with this Section 7.18. SAN XXXXXXX FARMS, LLC/GLADSTONE LAND CORPORATION PURCHASE AND SALE AGREEMENT, AND JOINT ESCROW INSTRUCTIONS (DIEGO RANCH) (C&B 090516) PAGE 39 OF 58 7.19.

Tax Deferred Exchange. Buyer and Seller Sellers respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 19861986 (the “Code”), as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller Sellers is the Exchanging Party, shall remain warranties of SellerSellers), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller Sellers is the Exchanging Party, shall remain warranties of SellerSellers) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code. Notwithstanding anything to the contrary provided herein, the Non-Exchanging party makes no representations or warranties as to the tax treatment of the transaction contemplated hereby or the ability of the transaction contemplated to qualify for like-kind exchange treatment pursuant to Section 1031 of the Code. In the event both parties desire to effectuate a like-kind exchange as described herein, each party shall pay any and all costs associated with their respective transactions.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party Seller pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) Seller desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) Buyer agrees to cooperate fully with the Exchanging Party Seller in order that the Exchanging Party Seller may effectuate such an exchangeExchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging PartySeller; (b) the Non-Exchanging Party Buyer shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party Seller hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging PartySeller's obligations under the Agreement; and (e) the Non-Exchanging Party Buyer shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party Seller agrees to defend, indemnify and hold the Non-Exchanging Party Buyer harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging PartyBuyer's cooperation with the Exchange. The Non-Exchanging Party Buyer shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party Seller in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, which shall remain warranties of Seller), or in any of the closing documents Closing Documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, which shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party Seller that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and In the event that Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of wishes to enter into a separate tax-deferred exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder (“1031 Exchange”) for the Property, or Purchaser wishes to enter into a 1031 Exchange with respect thereto. In to property owned by Purchaser in connection with this transaction, each of the event that either party (the “Exchanging Party”) desires parties agrees to effectuate such an exchange, then cooperate with the other party in connection with such exchange, including the execution of such documents as may be reasonably necessary to complete the exchange, including, but not limited to, executing and delivering a consent of an assignment to a qualified exchange intermediary of rights (the “Non-Exchanging Party”but not obligations) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchangeunder this Agreement; provided, however, that with respect to such Exchange provided that: (a) all additional costs, fees and expenses related thereto shall the other party will not be obligated to delay the sole responsibility of, and borne by, the Exchanging PartyClosing; (b) all additional costs in connection with the Non-Exchanging Party shall incur no additional liability as a result of such exchange will be borne by the party requesting the exchange; (c) the contemplated exchange shall other party will not delay be obligated to execute any of the time periods note, contract, deed or other obligations of document providing for any personal liability which would survive the Exchanging Party hereby, exchange; and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall other party will not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold take title to any land property other than the Property for purposes Property. Any risk that such an exchange or conveyance might not qualify as a tax-deferred transaction shall be borne solely by the party seeking to effectuate the same, and each party acknowledges that the other has not provided, and will not provide, any tax, accounting, legal or other advice regarding the efficacy of any attempt to structure the transaction as a 1031 Exchange. The Exchanging Party It is understood that a party’s rights and obligations under this Agreement may be assigned to a third party intermediary to facilitate the exchange. Each party hereby agrees to save, protect, defend, indemnify and hold the Non-Exchanging Party other harmless from any and all liabilitylosses, damage or costcosts, claims, liabilities, penalties and expenses, including, without limitation, reasonable attorney's attorneys’ fees, fees that of accountants and other experts, and costs of any judicial or administrative proceeding or alternative dispute resolution to which the other may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall notbe exposed, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited due to any warranties of title, which, if Seller is attempt to structure the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section transaction as a 1031 of the CodeExchange.

Tax Deferred Exchange. Buyer Seller and Seller respectively acknowledge that Purchaser (the purchase "Cooperating Party") each agree to fully cooperate with the other and sale their owners (the "Exchangor") (including cooperation with any Intermediary (as defined herein) selected by Exchangor) to structure the acquisition of the Property contemplated hereby may be part and/or the Real Property as an exchange of property held for productive use in a separate exchange (an “Exchange”) being made by each party pursuant to trade or business or for investment within the meaning of Section 1031 of the Internal Revenue Code of 1986, 1986 (as amended), and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchangeupon request, then the other party (the “Non-Exchanging Party”) Cooperating Party agrees to cooperate fully with execute additional escrow instructions, documents, agreements or instruments to effect the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Cooperating Party shall incur no additional liability costs or expenses in this transaction, or be required to acquire, accept or hold title to any property (other than the Property), as a result of or in connection with any such exchange; , unless because of Cooperating Party's default hereunder or under any agreement executed by reason of this Section 12.15. In connection therewith, Seller shall have the right to dissolve and distribute the Property to the owners of Seller as tenants-in-common, who will then be obligated to convey title thereto to Purchaser consistent with the terms of this Agreement. In the event of any such dissolution and liquidation of Seller, Purchaser covenants and agrees to cooperate with Seller and such owners/assignees in connection therewith, and to execute new purchase and sale agreements with each such owner/assignee on the same terms hereof (cwith appropriate cross-default and conveyance covenants/conditions precedent in favor of Purchaser) except that the Purchase Price and Earnest Money Deposit would be adjusted prorata based upon each such xxxxx's/assignee's percentage interest and title. No such dissolution and assignment would delay the Close of Escrow. Exchangor agrees to indemnify, defend or hold Cooperating Party harmless from and against any and all additional costs, expenses, claims, demands, liabilities, losses, obligations, damages, recoveries, and deficiencies (such categories being collectively referred to herein as "Liabilities") in excess of those Liabilities that Cooperating Party would otherwise have if the transaction contemplated in this Agreement closes as a sale transaction, and that Cooperating Party may incur or suffer, as a result of or in connection with (i) the structuring of the transaction contemplated in this Agreement as an exchange under Internal Revenue Code Section 1031 and/or (ii) the execution of any documents in connection with the exchange. Exchangor's foregoing indemnity shall not delay indemnify Cooperating Party for any Liabilities arising as a result of or in connection with any default by Cooperating Party under this Agreement or any default by Cooperating Party under any of the time periods documents or other obligations agreements entered into by Cooperating Party in connection with the exchange or for any negligence or willful misconduct on the part of Cooperating Party. Implementation of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (dexchange(s) the accomplishment of the Exchange contemplated in this Section 12.15 shall not be a condition precedent or condition subsequent to the Exchanging Party's Close of Escrow. Exchangor, at its election, may substitute for any one or more of them, one or more persons or entities ("Intermediary") as a party(ies) to the Escrow and this Agreement, in which event the Intermediary shall assume and perform the obligations of Exchangor under this Agreement (but without the Agreement; release of liability of Exchangor for such performance), and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Cooperating Party agrees to defend, indemnify accept the performance by Intermediary and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have tender its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited performance to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the CodeIntermediary.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge and agree that either party hereto (the purchase and sale of the Property contemplated hereby “Exchange Party”) may be part of a separate exchange (assign its interest in this Purchase Agreement to an “Exchange”) being made by each party pursuant to Section 1031 of qualified intermediary” or “exchange accommodation title holder” as defined in the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party amended or its related United States Treasury Regulations (the “Exchanging PartyCode”), or in the case of Seller, to the owner of a property identified by Seller as the exchange property) desires for the purpose of completing an exchange of the Property in a transaction which will qualify for treatment as a tax deferred exchange pursuant to effectuate such an exchange, then the provisions of Section 1031 of the Code and applicable state revenue and taxation code sections (a “1031 Exchange”). The other party thereto (the “Non-Exchanging Exchange Party”) agrees to cooperate fully with provide reasonable cooperation requested by the Exchanging Exchange Party in order implementing any such assignment and 1031 Exchange, including the execution of any necessary documentation in connection therewith and, an in the case of the Buyer, payment of the Purchase Price to a facilitator identified by the Exchange Party, provided that the Exchanging Party may effectuate such an exchange; provided, however, that with respect cooperation shall not entail any additional expense or liability to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Exchange Party beyond its existing obligations under the Purchase Agreement and the Exchange Party shall incur no additional liability as a result of reimburse the Non-Exchange Party, upon demand, for any expense incurred by the Non-Exchange Party relating to such exchange; 1031 Exchange (c) other than its attorneys’ fees in reviewing the contemplated exchange shall not delay any of documentation for the time periods or other obligations of the Exchanging Party hereby1031 Exchange), and without limiting further, that the foregoing, the scheduled date for Closing Non-Exchange Party shall not be delayed or adversely affected by reason obligated to take title to any property, other than the Property, in the case of Buyer, and no such exchange shall delay the Exchange; Closing (d) subject to Seller’s rights to extend the Closing under Section 5). The accomplishment of the Exchange a like-kind exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's ’s obligations under the Agreement; or to Closing, and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, ’s failure to locate an exchange property or to consummate a like-kind exchange for any reason or for no reason at all shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that no way relieve the Exchange complies with Section 1031 Party of the Codeits obligations under this Purchase Agreement.

Tax Deferred Exchange. Buyer Purchaser and Seller respectively understand and acknowledge that the purchase rights of Purchaser and sale Seller, at their option, to structure any portion of the Property transaction contemplated hereby may be part by this Agreement so as to qualify as a tax-free exchange of a separate exchange (an “Exchange”) being made by each party pursuant to like-kind property in compliance with the provisions of Section 1031 of the Internal Revenue Code of 1986(“Section 1031”). The parties agree to use their commercially reasonable efforts, at the requesting party’s sole expense, to cooperate to allow Purchaser or Seller, as amendedthe case may be, to structure any portion of the transaction contemplated by this Agreement to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder. Accordingly, Purchaser or Seller, as the case may be, may enter into a written exchange agreement or assignment agreement at any time prior to Closing with a “Qualified Intermediary” (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) or an “Exchange Accommodation Titleholder” (as described in Revenue Procedure 2000-37) for the assignment of the rights of Purchaser or Seller, as the case may be, under this Agreement in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary shall be designated in writing by Seller to Purchaser or vice versa and Purchaser or Seller, as the case may be, agrees that Purchaser or Seller, as the case may be, shall sign and deliver to Purchaser or Seller, as the case may be, a written instrument (to be prepared by Purchaser or Seller, as the case may be) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser or Seller, as the case may be, under this Agreement in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser or Seller, as the case may be, and upon the regulations promulgated with respect theretoIntermediary’s written assumption of the obligations of Purchaser or Seller, as the case may be, hereunder, the Intermediary shall be substituted for Purchaser or Seller, as the case may be, as the seller under this Agreement. In Purchaser or Seller, as the event that either party (case may be, agrees in such case to take title to the “Exchanging Party”) desires applicable Transferred Assets from the Intermediary and to effectuate such an exchangerender Purchaser’s or Seller’s, then as the other party (case may be, performance of all of its obligations under this Agreement to the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchangeIntermediary; provided, however, that with respect the conveyance of title to such Exchange (a) all additional coststhe applicable Transferred Assets by the Intermediary to Purchaser or Seller, fees and expenses related thereto as the case may be, shall be in the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any form of the time periods Asset Conveyance Documents from Seller to Purchaser, or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for vice versa. The Closing shall not be delayed or adversely affected by reason as a result of any like-kind exchange aspects of the Exchange; (d) transaction. If Purchaser or Seller, as the accomplishment case may be, is unsuccessful in its efforts to structure the transaction contemplated by this Agreement as part of the Exchange a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent or condition subsequent to the Exchanging Party's Seller’s obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but Purchaser’s or Seller’s, as the case may be, obligation to consummate the transaction contemplated herein); and in such case, Closing shall proceed as if this Section 9.04 were not limited included in this Agreement. In the event Purchaser or Seller, as the case may be, designates a party or entity to any warranties of titleserve as an Intermediary, whichPurchaser or Seller, if Seller is as the Exchanging Partycase may be, shall remain warranties unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be) of the Intermediary (as the successor Purchaser or Seller, as the case may be, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser or Seller, as the case may be, shall be treated as a primary obligor with respect to such representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be), and, in the event of a breach by the Intermediary under this Agreement or in any of the closing documents Ancillary Agreements, Purchaser may proceed directly against Seller (including but not limited or vice versa) on the guarantee without the need to any warranties of title, which, if Seller is join the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted Intermediary as a party to the Exchanging Party action. Purchaser or Seller, as the case may be, unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and undertakings (as the Exchange complies with Section 1031 of the Codecase may be) directly.

Tax Deferred Exchange. Buyer Seller and Seller respectively acknowledge that Purchaser (the purchase “Cooperating Party”) each agree to fully cooperate with the other (and sale any owner of such other party) (the “Exchangor”) (including cooperation with any Intermediary (as defined herein) selected by Exchangor) to structure the acquisition of the Property contemplated hereby may be part and/or the Real Property as an exchange of property held for productive use in a separate exchange (an “Exchange”) being made by each party pursuant to trade or business or for investment within the meaning of Section 1031 of the Internal Revenue Code of 1986, 1986 (as amended), and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchangeupon request, then the other party (the “Non-Exchanging Party”) Cooperating Party agrees to cooperate fully with execute additional escrow instructions, documents, agreements or instruments to effect the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Cooperating Party shall incur no additional liability costs or expenses in this transaction, or be required to incur any additional liability, acquire, accept or hold title to any property (other than the Property) or to agree to the extension of the Closing Date, as a result of or in connection with any such exchange; , unless because of Cooperating Party’s default hereunder or under any agreement executed by reason of this Section 9.22. In connection with any such exchange transaction, Seller shall have the right to distribute all or any portion of the Property to Seller’s owners (cor any of them) as tenants-in-common. In the event thereof, Purchaser, Seller and such other tenants-in-common shall enter into separate replacement purchase and sale agreements in the same form and content hereof (except as to the “Seller” and the purchase price (which shall be the proportionate amount of the Purchase Price based upon the ratio of the tenant-in-common interests), and as necessary to effectuate the intent hereof), and new separate escrows, all of which shall be cross-defaulted, and this Agreement and the Escrow shall then be terminated. Exchangor agrees to indemnify, defend or hold Cooperating Party harmless from and against any and all additional costs, expenses, claims, demands, liabilities, losses, obligations, damages, recoveries, and deficiencies (such categories being collectively referred to herein as “Liabilities”) in excess of those Liabilities that Cooperating Party would otherwise have if the transaction contemplated in this Agreement closes as a sale transaction, and that Cooperating Party may incur or suffer, as a result of or in connection with (i) the structuring of the transaction contemplated in this Agreement as an exchange under Internal Revenue Code Section 1031 and/or (ii) the execution of any documents in connection with the exchange. Exchangor’s foregoing indemnity shall not delay indemnify Cooperating Party for any Liabilities arising as a result of or in connection with any default by Cooperating Party under this Agreement or any default by Cooperating Party under any of the time periods documents or other obligations agreements entered into by Cooperating Party in connection with the exchange or for any negligence or willful misconduct on the part of Cooperating Party. Implementation of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (dexchange(s) the accomplishment of the Exchange contemplated in this Section 9.22 shall not be a condition precedent or condition subsequent to the Exchanging Party's Closing. Exchangor, at its election, may substitute for any one or more of them, one or more persons or entities (“Intermediary”) as a party(ies) to the Escrow and this Agreement, in which event the Intermediary shall assume and perform the obligations of Exchangor under this Agreement (but without the Agreement; release of liability of Exchangor for such performance), and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Cooperating Party agrees to defend, indemnify accept the performance by Intermediary and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have tender its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited performance to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the CodeIntermediary.

Tax Deferred Exchange. Buyer Either party hereto may, upon written notice delivered to the other party hereto not later than ten (10) days prior to the Closing Date, structure the transfer of the Property as a tax deferred exchange to such party pursuant to Internal Revenue Code Section 1031, and Seller respectively acknowledge each party agrees to cooperate with the exchanging party, and to take such action as the exchanging party may reasonably request in order to consummate such transfer. Any such exchanging party is granted the authority to transfer its rights to this Agreement but not its obligations under an Assignment of Rights Under Contract to be signed by the exchanging party, an exchange entity designated by such exchanging party, and the other party hereto prior to passing title and ownership. At the request of the exchanging party, the other party hereto will sign the written Assignment of Rights Under Contract referred to in this paragraph with the clear understanding that all obligations under the purchase and Agreement remain with the exchanging party. Notwithstanding anything herein to the contrary, (i) the non-exchanging party shall not be required to incur any additional liabilities or financial obligations as a consequence of any such tax deferred exchange, (ii) neither party shall be relieved of its obligations, representations or warranties under this Agreement as a consequence of such tax deferred exchange, (iii) any attempt to structure an acquisition or sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated tax deferred exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; to, and (e) the Non-Exchanging Party shall not delay or extend, the Closing, (iv) neither party shall be required to hold acquire title to any land property other than the Property, and (v) the legal title to the Property for purposes shall be directly deeded over to the Purchaser at Closing. Any risk that the proposed structuring of the Exchangetransfer of the Property might not qualify as a tax deferred transaction shall be borne solely by the party seeking to effectuate the same, and each party acknowledges that the other has not provided, and will not provide, any tax, accounting, legal or other advice regarding the efficacy of any attempt to structure the transaction as a tax deferred exchange. The Exchanging Party Each party hereby agrees to save, protect, defend, indemnify and hold the Non-Exchanging Party other harmless from any and all liabilitylosses, damage or costcosts, claims, liabilities, penalties, and expenses, including, without limitation, reasonable attorney's attorneys’ fees, fees that of accountants and other experts, and costs of any judicial or administrative proceeding or alternative dispute resolution to which the other may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall notbe exposed, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, due to any representations, warranties and covenants made attempt by the Exchanging Party in this Agreement (including but not limited indemnifying party to any warranties of title, which, if Seller is structure the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Codetransaction as a tax deferred exchange.

Tax Deferred Exchange. Buyer and Upon the written request of Seller respectively acknowledge that or Purchaser, the purchase and sale of other party agrees to cooperate with the Property contemplated hereby may be part of requesting party to effectuate a separate tax deferred like kind exchange (an “Exchange”"EXCHANGE") being made as contemplated by each party pursuant to Section 1031 of the Internal Revenue Code Code, or other tax efficient transaction, including, in the case of 1986an Exchange, as amendedby use of a qualified intermediary (a "QUALIFIED INTERMEDIARY"), and the regulations promulgated with respect thereto. In to (a) the event that either party sale of any Property by Seller and/or (b) the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchangeacquisition of any Property by Purchaser or a permitted assignee of Purchaser; provided, however, that with respect (i) neither party shall have any liability to the other if such other party is unable to effectuate an Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party herebytax efficient transaction) for any reason, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected other than by reason of a default under this Agreement by the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or costparty, including, without limitation, reasonable attorneythat neither party shall have liability under any circumstances for any part of any tax savings or tax benefit that the other party might have enjoyed by reason of an Exchange; (ii) either party's fees that may result from Non-Exchanging Party's cooperation ability to effectuate an Exchange (or other tax efficient transaction) shall not be a condition to its obligation to consummate any transaction contemplated by this Agreement, and (iii) neither party shall be obligated to incur any costs, expenses or liabilities of the other party with respect to the Exchange. The Non-Exchanging Party Either party's election to exchange, rather than sell or buy any Property for other real estate of a like kind shall notbe at no cost or liability to the other, by reason and the Exchanger (as defined below) shall pay all additional costs associated with the use of the Qualified Intermediary. Should a Property become part of an Exchange, each party electing to exchange the Property (ithe "EXCHANGER") have its rights hereby agrees that the other party may enforce and all representations, warranties, covenants and other obligations of the Exchanger under this AgreementAgreement directly against the Exchanger, including, without limitation, and the other party agrees that the Exchanger may enforce any and all representations, warranties warranties, covenants and covenants made by other obligations of the Exchanging Party in other party under this Agreement (including but not limited to any warranties of title, which, if Seller is directly against the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance other party. If both parties request an Exchange with or deemed to have warranted respect to the Exchanging Party that same Property, the parties agree to cooperate to effectuate such Exchange complies in accordance with Section 1031 of the Codepreceding principles.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code. The obligations under this Section 23 shall survive the Closing.

Tax Deferred Exchange. Buyer Purchaser and Seller respectively acknowledge that Partnership (or any Subsidiary, as appropriate), or their permitted assigns, have the purchase and right to structure the sale of the Subject Property contemplated hereby may be as part of a separate exchange (an “Exchange”) being made by each party pursuant to one or more deferred exchanges in accordance with the provisions of Section 1031 of the Internal Revenue Code. Purchaser and Partnership will make reasonable efforts to cooperate with any such exchange requested by the other; so long as such exchange does not require Purchaser to execute any additional documentation other than a simple consent, and provided that: (i) the Closing Date hereunder will not thereby be delayed, (ii) the cooperating Purchaser or Partnership, as the case may be, does not incur any additional expense or liability, nor assume any personal liability in connection with a request by the other party to cooperate with said exchange, (iii) the exchanging party shall not be released from its obligations under this Agreement if the exchanging party’s exchange fails for any reason, and the exchanging party shall remain obligated under this Agreement, (iv) the cooperating party shall not be required to acquire title to any other real property (other than the Real Property), and (v) the exchanging party shall indemnify, defend and hold the cooperating party harmless from and against all expenses, losses, costs (including, without limitation, reasonable attorneys’ fees), damages and claims resulting from the exchanging party’s exchange or attempted exchange. The cooperating party hereby disclaims any responsibility for the qualification of the transactions contemplated by this Agreement as a tax-deferred exchange under Internal Revenue Code of 1986Section 1031, as amended, and the regulations promulgated with respect thereto. In the event that either exchanging party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing cooperating party shall not be delayed liable for any tax liability, interest or adversely affected penalties arising thereunder by reason virtue of the Exchange; (d) cooperating party’s cooperation in the accomplishment consummation of the Exchange shall not be a condition precedent any such exchange or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Codeattempted exchange.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that either party may wish to structure this transaction as a tax deferred exchange of like kind property within the purchase and sale meaning of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated Code. Each party agrees to reasonably cooperate with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate effect such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party cooperating party shall not be required to hold acquire or take title to any land other than exchange property, (b) the Property for purposes of the Exchange. The Exchanging Party agrees cooperating party shall not be required to defend, indemnify and hold the Non-Exchanging Party harmless from incur any and all liability, damage expense or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation liability whatsoever in connection with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreementexchange, including, without limitation, any representationsobligation for the payment of any escrow, title, brokerage or other costs including attorneys’ fees incurred with respect to the exchange, (c) no substitution of the effectuating - 27 - party shall release said party from any of its obligations, warranties and covenants made by the Exchanging Party or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor, (including but not limited d) the effectuating party shall give the cooperating party at least two (2) business days prior notice of the proposed changes required to effect such exchange and the identity of any warranties of titleparty to be substituted in the escrow, which(e) the effectuating party shall be responsible for preparing all additional agreements, if Seller is documents and escrow instructions (collectively, “Exchange Documents”) required by the Exchanging Partyexchange, at its sole cost and expense, (f) the effectuating party shall remain warranties of Seller)be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the closing documents exchange transaction, and (g) the election to effect such an exchange shall not delay Closing. The effectuating party shall indemnify and hold the cooperating party harmless and defend the cooperating party from any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including but not limited reasonable attorneys' fees and expenses and court costs) of any kind and nature in connection with such exchange or with cooperating party’s cooperation hereunder to accomplish such exchange. The terms of this Section 14.15 shall survive Closing or any warranties earlier termination of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Codethis Agreement.

Tax Deferred Exchange. Buyer Purchaser and Seller respectively acknowledge that either Party may wish to structure this transaction as a tax deferred exchange of like kind property within the purchase and sale meaning of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated Code. Each Party agrees to reasonably cooperate with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees Party to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate effect such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging cooperating Party shall not be required to hold acquire or take title to any land other than exchange property; (b) the Property for purposes of the Exchange. The Exchanging cooperating Party agrees shall not be required to defend, indemnify and hold the Non-Exchanging Party harmless from incur any and all liability, damage expense or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation liability whatsoever in connection with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreementexchange, including, without limitation, any representationsobligation for the payment of any escrow, title, brokerage or other costs including attorneys’ fees incurred with respect to the exchange; (c) no substitution of the effectuating Party shall release said Party from any of its obligations, warranties and covenants made by the Exchanging Party or representations set forth in this Agreement (including but not limited to or from liability for any warranties of title, which, if Seller is prior or subsequent default under this Agreement by the Exchanging effectuating Party, its successors, or assigns, which obligations shall remain warranties continue as the obligations of Seller)a principal and not of a surety or guarantor; (d) the effectuating Party shall give the cooperating Party at least two (2) Business Days’ prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow; (e) the effectuating Party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (f) the effectuating Party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating Party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the closing documents exchange transaction; and (including but g) the election to effect such an exchange shall not limited to any warranties of title, which, if Seller is delay the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 Closing of the CodeTransaction as defined herein.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange Exchange, (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's ’s obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's ’s fees that may result from Non-Exchanging Party's ’s cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Non- Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, Exchange (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Each party agrees to reasonably cooperate with the other in the event a party attempts to effectuate a Section 1031 exchange with respect to the Property. Such reasonable cooperation shall not require the cooperating party to obtain title to any exchange or target property, execute any promissory note or other document or instrument which would or could impose personal liability upon such cooperating party, or incur any additional expense, cost or liability whatsoever (including, but not limited to, liabilities or warranties of title, or assumption of indebtedness) with regard to the Section 1031 exchange or exchanges. If Buyer is the party desiring to effect a Section 1031 exchange with respect to the Property, Seller agrees to convey title to the Property at Closing to a qualified intermediary designated by Buyer if so requested by Buyer in writing. The party attempting to effectuate a Section 1031 exchange hereby agrees to indemnify, defend and Seller respectively acknowledge that hold harmless the purchase and sale other party from any claim, damage, liability, demand, cause of action, loss, cost, or expense (including, without limitation, reasonable attorney’s fees) the other party may suffer or incur as a result of the Property cooperating party’s participation in the aforesaid exchange or exchanges. Notwithstanding the foregoing, a cooperating party’s agreement hereunder to participate in a tax-deferred exchange or exchanges shall not extend the closing date hereunder. A cooperating party in such 1031 exchange shall not, by this Agreement or acquiescence to the exchange contemplated hereby may by this Section 12.6, (x) have its rights under this Agreement affected or diminished in any manner, or (y) be part of a separate responsible for compliance with or be deemed to have warranted to the other party that any exchange (an “Exchange”) being made by each party pursuant to in fact complies with Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other The obligations of the Exchanging Party hereby, Seller and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights Buyer under this Agreement, including, without limitation, any representations, warranties and covenants made by Section 12.6 shall survive the Exchanging Party in this Agreement (including but not limited to any warranties Close of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the CodeEscrow.

Tax Deferred Exchange. Each party agrees to reasonably cooperate with the other in the event a party attempts to effectuate a Section 1031 exchange with respect to the Property. Such reasonable cooperation shall not require the cooperating party to obtain title to any exchange or target property, execute any promissory note or other document or instrument which would or could impose personal liability upon such cooperating party, or incur any additional expense, cost or liability whatsoever (including, but not limited to, liabilities or warranties of title, or assumption of indebtedness) with regard to the Section 1031 exchange or exchanges. If Buyer is the party desiring to effect a Section 1031 exchange with respect to the Property, Seller agrees to convey title to the Property at Closing to a qualified intermediary designated by Buyer if so requested by Buyer in writing. The party attempting to effectuate a Section 1031 exchange hereby agrees to indemnify and Seller respectively acknowledge that hold harmless the purchase and sale other party from any claim, damage, liability, demand, cause of action, loss, cost, or expense (including, without limitation, reasonable attorney’s fees) the other party may suffer or incur as a result of the Property cooperating party’s participation in the aforesaid exchange or exchanges. Notwithstanding the foregoing, a cooperating party’s agreement hereunder to participate in a tax-deferred exchange or exchanges shall not extend the Closing Date hereunder. A cooperating party in such 1031 exchange shall not, by this Agreement or acquiescence to the exchange contemplated hereby may by this Section 12.6, (x) have its rights under this Agreement affected or diminished in any manner or (y) be part of a separate responsible for compliance with or be deemed to have warranted to the other party that any exchange (an “Exchange”) being made by each party pursuant to in fact complies with Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other The obligations of the Exchanging Party hereby, Seller and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights Buyer under this Agreement, including, without limitation, any representations, warranties and covenants made by Section 12.6 shall survive the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the CodeClosing.

Tax Deferred Exchange. Buyer and Seller Sellers respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's ’s obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's ’s fees that may result from Non-Exchanging Party's ’s cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively The parties acknowledge that either party may wish to structure all or a portion of this transaction as a tax deferred exchange of like-kind property within the purchase and sale meaning of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated Code. Each party agrees to reasonably cooperate with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate effect such an exchange; provided, however, that with respect to such Exchange that: (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (bi) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party cooperating party shall not be required to hold acquire or take title to any land other than exchange property; (ii) the Property for purposes cooperating party shall not be required to incur any expense (excluding its own attorneys’ fees incurred in reviewing any drafts of the Exchange. The Exchanging Party agrees to defendExchange Documents, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage as defined below) or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation liability whatsoever in connection with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreementexchange, including, without limitation, any representationsobligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties and covenants made by the Exchanging Party or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (including but not limited iv) the effectuating party shall give the cooperating party at least five (5) business days prior notice of the proposed changes required to effect such exchange and the identity of any warranties of titleparty to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, whichdocuments and escrow instructions (collectively, if Seller is the Exchanging Party“Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall remain warranties of Seller)be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 exchange transaction arising by reason of the Code.cooperating party’s performance of the acts required hereby; and, (vii) except as provide in Section 1.6, the Closing shall not be delayed as a result of a party’s election to structure the transaction as a tax deferred exchange in accordance with this Section 7.18. SAN XXXXXXX FARMS, LLC/GLADSTONE LAND CORPORATION PURCHASE AND SALE AGREEMENT, AND JOINT ESCROW INSTRUCTIONS (DIEGO RANCH) (C&B 090516) PAGE 39 OF 58

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “"Exchange”") being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “"Exchanging Party”") desires to effectuate such an exchange, then the other party (the “"Non-Exchanging Party”") agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. Exchange The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that either party may wish to structure this transaction as a tax deferred exchange of like-kind property within the purchase and sale meaning of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated Code. Each party agrees to reasonably cooperate with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate effect such an exchange; provided, however, that with respect to such Exchange that: (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (bi) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party cooperating party shall not be required to hold title to incur any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage expense or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation liability whatsoever in connection with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreementexchange, including, without limitation, any representationsobligation for the payment of any escrow, warranties and covenants made by title, brokerage or other costs incurred with respect to the Exchanging Party exchange; (ii) no substitution of the effectuating party shall release said party from any of its obligations, warranties, or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (including but not limited iii) the effectuation party shall give the cooperating party at least five (5) business days’ prior notice of the proposed changes required to effect such exchange and the identity of any warranties of titleparty to be substituted in the escrow; (iv) the effectuating party shall be responsible for preparing all additional agreements, whichdocuments, if Seller is and escrow instructions (collectively, the Exchanging Party“Exchange Documents”) required by the exchange, at its sole cost and expense; and (v) the effectuating party shall remain warranties of Seller)be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 exchange transaction arising by reason of the Code.cooperating party’s performance of the acts required hereby. 7.2

Tax Deferred Exchange. A Seller or an affiliate and/or Buyer and Seller respectively acknowledge that the purchase and sale or an affiliate may desire to dispose of all or a portion of the Property contemplated hereby may be part through a tax deferred exchange which qualifies for non-recognition of a separate exchange (an “Exchange”) being made by each party pursuant to gain under Section 1031 of the Internal Revenue Code of 1986(in each case, an “Exchange”; the applicable party engaging in such Exchange being referred to herein as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then ” and the other party (being referred to herein as the “Non-Exchanging Party”) agrees to ). The Non-Exchanging Party shall cooperate fully with the Exchanging Party in order that the Exchanging Party may attempting to effectuate such an exchange; providedExchange, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be including the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result execution of such exchange; documentation as may be reasonably necessary to effect such Exchange, provided that (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (ei) the Non-Exchanging Party shall not incur any additional liability in connection with an Exchange for the benefit of the Exchanging Party, (ii) The Non-Exchanging Party shall not be required obligated to hold take title to any land real property (other than the Property for purposes Property), (iii) the Closing Date shall not be extended as a result of the exchange, without the Non-Exchanging Party’s prior written consent, and (iv) any additional costs and charges attributable to the Exchange, including attorneys’ fees, brokers’ commissions and other transaction-related expenses shall be paid for by the Exchanging Party. The Exchanging Party agrees to defend, shall indemnify and hold the Non-Exchanging Party harmless from any and against all liabilityclaims, damage or costdemands, includingactions, without limitationproceedings, reasonable attorney's fees that may result damages, losses, liabilities, costs and expenses resulting from Non-such Exchange by such Exchanging Party's cooperation with . The Exchanging Party may substitute an intermediary (“Intermediary”) to act in place of such Exchanging Party as the Exchangeseller or buyer, as the case may be, of any Subject Property. The Non-Exchanging Party shall notconvey or accept, as the case may be, such Subject Property and all other required performance from Intermediary and render its performance of all of its obligations to Intermediary. Performance by reason Intermediary will be treated as performance by such Exchanging Party. Such Exchanging Party unconditionally guarantees the full and timely performance by Intermediary of each and every one of the Exchangerepresentations, (i) have its rights under warranties, covenants, indemnities, obligations and undertakings of Intermediary. As guarantor, such Exchanging Party shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in the event of breach, the Non-Exchanging Party may proceed directly against such Exchanging Party, subject to the terms and conditions of this Agreement, includingon this guarantee without the need to join Intermediary as a party to any action against such Exchanging Party. The Exchanging Party unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, without limitationwarranties, covenants, indemnities, obligations and undertakings directly. In the event of the breach of any representations, warranties warranties, covenants, obligations and covenants made undertakings by such Exchanging Party or Intermediary or in the event of any claim upon any indemnity of such Exchanging Party or Intermediary (whether the representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), the Non-Exchanging Party’s exclusive recourse shall be against the Exchanging Party in accordance with the terms of this Agreement (including but not limited to any warranties of title, which, if Seller is and the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Non-Exchanging Party that the Exchange complies with Section 1031 shall have no recourse of the Codeany type against Intermediary arising from this transaction.

Tax Deferred Exchange. Seller hereby acknowledges that Seller does not contemplate an Exchange (hereinafter defined) relating to the Property. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party Buyer pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party Buyer (the “Exchanging Party”) desires to effectuate such an exchange, then the other party Seller (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively The parties acknowledge that the purchase and sale conveyance of the Property contemplated hereby to Purchaser may be part of structured by Seller as a separate like-kind exchange (an which may include a “Exchange”) being made by each party forward” exchange and/or a “reverse” exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated Code). Purchaser agrees to reasonably cooperate with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate Seller in effecting such an like-kind exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order provided that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) Seller shall bear all additional costsof the expenses associated therewith, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) that Seller’s ability to undertake any such exchange (and/or the Non-Exchanging Party consummation thereof) shall incur no additional liability as not in any manner be considered a result condition of Seller’s obligations under this Agreement. It is contemplated that Seller may assign all or a portion of its rights and obligations under this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and, notwithstanding any other provision hereof, Purchaser expressly consents to such assignment. Accordingly, in the event of such exchange; (c) assignment, Purchaser shall, upon notice from Seller, direct Purchaser’s payment for the contemplated exchange Property directly to the qualified intermediary and shall not delay any to the extent of the time periods or other obligations of assignment, treat the Exchanging Party herebyqualified intermediary as the valid assignee hereof. Notwithstanding anything contained herein, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party Purchaser shall not be required to acquire or hold legal or beneficial title to to, or any land other interest, in any property other than the Property for purposes of consummating the Exchangeexchange. The Exchanging Party agrees Purchaser shall incur no costs, expenses, obligations or liabilities in connection with Seller’s exchange, and Purchaser shall not be required to defendcontract for purchase of any other property. In the event of any exchange, indemnify and hold notwithstanding that in connection with such exchange record title to the Non-Exchanging Party harmless from any Property may be conveyed by Seller to an accommodation entity which thereupon conveys title to the Property to Purchaser, all covenants, agreements and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party indemnifications of Seller pursuant to this Agreement shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants be deemed to be made by Seller, shall survive any conveyance to an accommodation party, shall continue in favor of and inure to the Exchanging Party benefit of Purchaser and shall be enforceable by Purchaser against Seller to the extent provided in this Agreement (including but not limited as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller)’s obligations or any of Purchaser’s rights or remedies hereunder. Purchaser will have no liability to Seller under or in connection with the exchange, including in the event the exchange is not consummated, or in the event Seller does not achieve the desired tax treatment. It shall be a further condition that Purchaser’s obligations under this Section that Purchaser shall in no way be obligated to pay escrow costs, brokerage commissions, title charges, recording costs or other charges incurred with respect to any exchange property and/or the exchange and (b) in no way shall the Closing be subject to the consummation of the closing documents exchange, and the Seller shall not be relieved of its obligation to timely perform in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the exchange to be consummated, (including but c) if, for any reason, the Closing does not limited occur, Purchaser shall have no responsibility or liability to any third party involved in the exchange, (d) Purchaser will not be required to make any representations or warranties nor assume any obligations or liabilities, nor spend any sum or incur any liability whatsoever in connection with the exchange, and (e) the exchange shall not release the Seller from any representation, warranty or covenant of title, which, if Seller is the Exchanging Party, shall remain warranties of or diminish any right or remedy with respect to Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 . The obligations of the CodeSeller under this Section and the provisions of this Section shall survive the Closing and shall also survive any termination of this Agreement.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge and agree that either party hereto (the purchase and sale “Exchange Party”) may assign its interest in this Agreement to an exchange facilitator (or, in the case of Seller, to the owner of a property identified by Seller as the exchange property) for the purpose of completing an exchange of the Property contemplated hereby may be part of Land in a separate transaction which will qualify for treatment as a tax deferred exchange (an “Exchange”) being made by each party pursuant to the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended, 1986 and the regulations promulgated with respect theretoapplicable state revenue and taxation code sections (a “1031 Exchange”). In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the The other party thereto (the “Non-Exchanging Exchange Party”) agrees to cooperate fully with provide reasonable cooperation requested by the Exchanging Exchange Party in order implementing any such assignment and 1031 Exchange, including the execution of any necessary documentation in connection therewith and/or payment of the Purchase Price to a facilitator identified by Seller, provided that the Exchanging Party may effectuate such an exchange; provided, however, that with respect cooperation shall not entail any additional expense or liability to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Exchange Party beyond its existing obligations under this Agreement and the Exchange Party shall incur no additional liability as a result of reimburse the Non-Exchange Party, upon demand, for any expense incurred by the Non-Exchange Party relating to such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby1031 Exchange, and without limiting further, that the foregoing, the scheduled date for Closing Non-Exchange Party shall not be delayed or adversely affected by reason obligated to take title to any property, other than the Land, in the case of Buyer, and no such exchange shall delay the Exchange; (d) the Closing. The accomplishment of the Exchange a like-kind exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under ’s obligations, and the Agreement; and (e) Exchanging Party’s failure to locate an exchange property or to consummate a like-kind exchange for any reason or for no reason at all shall in no way relieve the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights obligations under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that either party may wish to structure this transaction as a tax deferred exchange of like-kind property within the purchase and sale meaning of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated Code. Each party agrees to reasonably cooperate with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate effect such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (bi) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party cooperating party shall not be required to hold acquire or take title to any land other than exchange property, (ii) the Property for purposes of the Exchange. The Exchanging Party agrees cooperating party shall not be required to defend, indemnify and hold the Non-Exchanging Party harmless from incur any and all liability, damage expense or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation liability whatsoever in connection with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreementexchange, including, without limitation, any representationsobligation for the payment of any escrow, title, brokerage or other costs including attorneys' fees incurred with respect to the exchange, (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties and covenants made by the Exchanging Party or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor, (including but not limited iv) the effectuating party shall give the cooperating party at least five (5) business days prior notice of the proposed changes required to effect such exchange and the identity of any warranties of titleparty to be substituted in the escrow, which(v) the effectuating party shall be responsible for preparing all additional agreements, if Seller is documents and escrow instructions (collectively, the Exchanging Party"Exchange Documents") required by the exchange, at its sole cost and expense, (vi) the effectuating party shall remain warranties of Seller)be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the closing documents exchange transaction, (including but not limited to vii) the effectuating party shall indemnify, defend and hold the cooperating party harmless from and against any warranties and all adverse tax consequences and administrative or judicial Internal Revenue Service proceedings arising by reason of title, which, if Seller is the Exchanging Party, shall remain warranties cooperating party's performance of Seller) contemplated the acts required hereby, adversely affected or diminished in any manner, or and (iiviii) be responsible for compliance with or deemed the election to have warranted to effect such an exchange shall not delay the Exchanging Party that the Exchange complies with Section 1031 Closing of the Codetransaction as defined herein.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a one or more separate exchange exchanges (each an “"Exchange”") being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “"Exchanging Party”") desires to effectuate such an exchange, then the other party (the “"Non-Exchanging Party”") agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging PartyParty (excluding attorney fees for the review and approval of typical exchange documentation); (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the ExchangeExchange (except as expressly provided above). The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that Either party may treat the purchase and sale of the Property transactions contemplated hereby may be part of by this Agreement as a separate tax-deferred exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code (the “Exchange Transaction”). At the request of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Requesting Party”) desires to effectuate such an exchange), then the other party (the “Non-Exchanging Requesting Party”) agrees to shall cooperate fully with the Exchanging Requesting Party in order that to effect the Exchanging Party may effectuate such an exchange; provided, however, that with respect to Exchange Transaction. To implement such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne byTransaction, the Exchanging Party; (b) Requesting Party may, upon written notice to the Non-Exchanging Requesting Party, assign the Requesting Party’s rights, but not its obligations, under this Agreement to a third party designated by the Requesting Party shall incur no additional liability to act as a result of qualified intermediary (as such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party herebyphrase is defined in applicable Internal Revenue Service regulations), and without limiting the Non-Requesting Party agrees to perform its obligations under this Agreement as to any such qualified intermediary. Notwithstanding the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Requesting Party shall not be required to hold title to any land other than required, solely for the Property for purposes purpose of the ExchangeNon-Requesting Party’s cooperation related to the Requesting Party’s Exchange Transaction, to incur any other cost, expense, obligation or liability whatsoever. The Exchanging Requesting Party agrees shall in all events be responsible for all incremental costs and expenses related to defendthe Exchange Transaction, indemnify and shall fully indemnify, defend and hold the Non-Exchanging Requesting Party harmless from and against any and all liability, damage claims, damages, expenses (including reasonable attorneys’ fees), proceedings and causes of actions of any kind or cost, including, without limitation, reasonable attorney's fees that may result from nature whatsoever actually incurred by the Non-Exchanging Party's cooperation with the ExchangeRequesting Party and solely attributable to such Exchange Transaction. The Non-Exchanging Party shall not, by reason provisions of the Exchange, (i) have its rights under this Agreement, including, without limitation, immediately preceding sentence shall survive Closing. In no event whatsoever shall the Closing be delayed because of any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted delay relating to the Exchanging Party that the Exchange complies with Section 1031 of the CodeTransaction.

Tax Deferred Exchange. Buyer Seller and Seller respectively acknowledge that Purchaser (the purchase “Cooperating Party”) each agree to fully cooperate with the other (and sale any owner of such other party) (the “Exchangor”) (including cooperation with any Intermediary (as defined herein) selected by Exchangor) to structure the acquisition of the Property contemplated hereby may be part Land and the Land Rights as an exchange of property held for productive use in a separate exchange (an “Exchange”) being made by each party pursuant to trade or business or for investment within the meaning of Section 1031 of the Internal Revenue Code of 1986, 1986 (as amended), and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchangeupon request, then the other party (the “Non-Exchanging Party”) Cooperating Party agrees to cooperate fully with execute additional escrow instructions, documents, agreements or instruments to effect the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Cooperating Party shall incur no additional liability costs or expenses in this transaction, or be required to acquire, accept or hold title to any property (other than the Land and the Land Rights), as a result of or in connection with any such exchange; , unless because of Cooperating Party’s default hereunder or under any agreement executed by reason of this Section 12.15. Exchangor agrees to indemnify, defend or hold Cooperating Party harmless from and against any and all additional costs, expenses, claims, demands, liabilities, losses, obligations, damages, recoveries, and deficiencies (csuch categories being collectively referred to herein as “Liabilities”) in excess of those Liabilities that Cooperating Party would otherwise have if the transaction contemplated in this Agreement closes as a sale transaction, and that Cooperating Party may incur or suffer, as a result of or in connection with (i) the structuring of the transaction contemplated in this Agreement as an exchange under Internal Revenue Code Section 1031 and/or (ii) the execution of any documents in connection with the exchange. Exchangor’s foregoing indemnity shall not delay indemnify Cooperating Party for any Liabilities arising as a result of or in connection with any default by Cooperating Party under this Agreement or any default by Cooperating Party under any of the time periods documents or other obligations agreements entered into by Cooperating Party in connection with the exchange or for any gross negligence or willful misconduct on the part of Cooperating Party. Implementation of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (dexchange(s) the accomplishment of the Exchange contemplated in this Section 12.15 shall not be a condition precedent or condition subsequent to the Exchanging Party's Close of Escrow. Exchangor, at its election, may substitute for any one or more of them, one or more persons or entities (“Intermediary”) as a party(ies) to the Escrow and this Agreement, in which event the Intermediary shall assume and perform the obligations of Exchangor under this Agreement (but without the Agreement; release of liability of Exchangor for such performance), and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Cooperating Party agrees to defend, indemnify accept the performance by Intermediary and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have tender its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited performance to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the CodeIntermediary.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that Upon the purchase and request of either party (the “Requesting Party”) to this Agreement, the other party (the “Non-Requesting Party”) at no cost or expense to the Non-Requesting Party agrees to reasonably cooperate with the Requesting Party in consummating the sale of the Property contemplated hereby may be as part of a separate simultaneous or non-simultaneous tax-deferred exchange (an the “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event provided that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (bi) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Requesting Party shall not be required to hold take title to any land property other than the Property for purposes Property, and (ii) the Closing Date shall not be delayed or extended thereby. The Requesting Party shall have the right to assign its rights and obligations hereunder to an accommodation entity (the “Intermediary”), who will cause the Closing to occur on the Requesting Party’s behalf. All of the Exchange. The Exchanging Requesting Party’s liabilities, representations and warranties under this Agreement shall remain those of the Requesting Party agrees to defend, indemnify and hold the Non-Exchanging Requesting Party shall not seek recourse against the Intermediary with respect to such liabilities or for the breach of any such representations or warranties. Performance by an Intermediary in effectuating an exchange will be treated as if such performance were made by the Requesting Party, and the Requesting Party shall remain the primary obligor for the full and timely performance of all obligations of the Requesting Party under this Agreement. In the event of any breach of such representations, warranties, covenants, or other obligations, the Non-Requesting Party shall proceed directly against the Requesting Party. The Non-Requesting Party shall not be required to assume any liabilities as a result of the exchange transaction that are in addition to those which would exist if the transaction were effectuated as a sale by the Requesting Party and not effectuated as an exchange. The Requesting Party hereby agrees to indemnify, defend (with counsel reasonably satisfactory to the Non-Requesting Party) and hold harmless the Non-Requesting Party from and against any and all liabilityclaims, damage or loss, cost, damage, or expense (including, without limitation, reasonable attorney's fees that may result from attorneys’ fees) incurred by the Non-Exchanging Requesting Party and arising out of or relating to the Non-Requesting Party's cooperation with ’s participation in the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that Upon the purchase and request of either party (the “Requesting Party”) to this Agreement, the other party (the “Non-Requesting Party”) agrees to reasonably cooperate with the Requesting Party in consummating the sale of the Property contemplated hereby may be as part of a separate simultaneous or non-simultaneous tax-deferred exchange (an the “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event provided that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (bi) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Requesting Party shall not be required to hold take title to any land property other than the Property for purposes Property, and (ii) the Closing Date shall not be delayed or extended thereby. The Requesting Party shall have the right to assign its rights and obligations hereunder to an accommodation entity (the “Intermediary”), who will cause the Closing to occur on the Requesting Party’s behalf. All of the Exchange. The Exchanging Requesting Party’s liabilities, representations and warranties under this Agreement shall remain those of the Requesting Party agrees to defend, indemnify and hold the Non-Exchanging Requesting Party shall not seek recourse against the Intermediary with respect to such liabilities or for the breach of any such representations or warranties. Performance by an Intermediary in effectuating an exchange will be treated as if such performance were made by the Requesting Party, and the Requesting Party shall remain the primary obligor for the full and timely performance of all obligations of the Requesting Party under this Agreement. In the event of any breach of such representations, warranties, covenants, or other obligations, the Non-Requesting Party shall proceed directly against the Requesting Party. The Non-Requesting Party shall not be required to assume any liabilities as a result of the exchange transaction that are in addition to those which would exist if the transaction were effectuated as a sale by the Requesting Party and not effectuated as an exchange. The Requesting Party hereby agrees to indemnify, defend (with counsel reasonably satisfactory to the Non-Requesting Party) and hold harmless the Non-Requesting Party from and against any and all liability, damage or claims, loss, cost, damage, or expense (including, without limitation, reasonable attorney's fees that may result from attorneys’ fees) incurred by the Non-Exchanging Requesting Party and arising out of or relating to the Non-Requesting Party's cooperation with ’s participation in the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “"Exchange”") being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “"Exchanging Party”") desires to effectuate such an exchange, then the other party (the “"Non-Exchanging Party”") agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not nbt be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively The parties acknowledge that either party may wish to structure all or a portion of this transaction as a tax deferred exchange of like-kind property within the purchase and sale meaning of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated Code. Each party agrees to reasonably cooperate with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate effect such an exchange; provided, however, that with respect to such Exchange that: (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (bi) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party cooperating party shall not be required to hold acquire or take title to any land other than exchange property; (ii) the Property for purposes cooperating party shall not be required to incur any expense (excluding its own attorneys’ fees incurred in reviewing any drafts of the Exchange. The Exchanging Party agrees to defendExchange Documents, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage as defined below) or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation liability whatsoever in connection with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreementexchange, including, without limitation, any representationsobligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties and covenants made by the Exchanging Party or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (including but not limited iv) the effectuating party shall give the cooperating party at least five (5) business days prior notice of the proposed changes required to effect such exchange and the identity of any warranties of titleparty to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, whichdocuments and escrow instructions (collectively, if Seller is the Exchanging Party“Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall remain warranties of Seller)be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 exchange transaction arising by reason of the Codecooperating party’s performance of the acts required hereby; and, (vii) except as provide in Section 1.6, the Closing shall not be delayed as a result of a party’s election to structure the transaction as a tax deferred exchange in accordance with this Section 7.18.

Tax Deferred Exchange. Buyer and Either Purchaser or a Seller respectively acknowledge shall have the right to structure the sale or purchase of the applicable Membership Interests, as applicable, as a forward or reverse exchange thereof for other real property of a like-kind to be designated by such party (including the ability to partially assign this Agreement with respect to the applicable Membership Interests to the individual principals of such party as tenants-in-common, an entity established in order to effectuate such exchange including a qualified intermediary, an exchange accommodation title holder or one or more single member limited liability companies that are owned by any of the foregoing persons) (the “1031 Exchange”), with the result that the purchase and sale 1031 Exchange shall qualify for non-recognition of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended, the Treasury Regulations thereunder and the regulations promulgated with respect thereto. In the event that either party IRS Revenue Procedure 2000-37 (the “Exchanging PartyLike Kind Exchange Provisions”) desires ). The non-exchanging party shall execute any and all documents reasonably requested by the exchanging party to effectuate effect such an exchange1031 Exchange (but shall have no obligation to take title or incur liability), then the other party (the “Non-Exchanging Party”) agrees to and otherwise assist and cooperate fully with the Exchanging Party exchanging party in order effecting such 1031 Exchange, provided that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees any out-of-pocket costs and expenses related thereto shall be incurred by the sole responsibility of, and borne by, the Exchanging Party; (b) the Nonnon-Exchanging Party shall incur no additional liability exchanging party as a result of structuring such exchange; transaction as a 1031 Exchange, as opposed to an outright sale of the applicable Membership Interests, shall be borne by the exchanging party. The exchanging party agrees to indemnify, defend, and hold the non-exchanging party, its officers, directors, shareholders, beneficiaries, members, partners, agents, employees and attorneys, and their respective successors and assigns (ceach, an “1031 Indemnified Party”) harmless from and against any claims, costs, damages, expenses (including, but not limited to, reasonable attorney’s fees and costs), liabilities and losses incurred by, claimed against or suffered by any Indemnified Party arising in connection with such 1031 Exchange. The foregoing indemnity shall survive the contemplated exchange Closing or any termination of this Agreement. The exchanging party’s failure to effectuate any intended 1031 Exchange shall not delay any relieve the exchanging party from its obligations to consummate the purchase and sale transaction contemplated by this Agreement and the consummation of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the a 1031 Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's such exchanging party’s obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by . The provisions of this Section 11.18 shall survive the Exchanging Party in applicable Closing or earlier termination of this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the CodeAgreement.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that Upon the purchase and request of either party (the “Requesting Party”) to this Agreement, the other party (the “Non-Requesting Party”) agrees to reasonably cooperate with the Requesting Party in consummating the sale of the Property contemplated hereby may be as part of a separate simultaneous or non-simultaneous tax-deferred exchange (an the “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event provided that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (bi) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Requesting Party shall not be required to hold take title to any land property other than the Property for purposes of Property, (ii) the Closing Date shall not be delayed or extended thereby; and (iii) this Agreement and the Closing shall not be contingent upon consummating the Exchange. The Exchanging Requesting Party agrees shall have the right to defendassign its rights and obligations hereunder to an accommodation entity (the “Intermediary”), indemnify which will cause the Closing to occur on the Requesting Party’s behalf. All of the Requesting Party’s liabilities, representations and hold warranties under this Agreement shall remain those of the Requesting Party and the Non-Exchanging Requesting Party shall not seek recourse against the Intermediary with respect to such liabilities or for the breach of any such representations or warranties. Performance by an Intermediary in effectuating an exchange will be treated as if such performance were made by the Requesting Party, and the Requesting Party shall remain the primary obligor for the full and timely performance of all obligations of the Requesting Party under this Agreement. In the event of any breach of such representations, warranties, covenants, or other obligations, the Non-Requesting Party shall proceed directly against the Requesting Party. The Non-Requesting Party shall not be required to assume any liabilities as a result of the exchange transaction that are in addition to those which would exist if the transaction were effectuated as a sale by the Requesting Party and not effectuated as an exchange. The Requesting Party hereby agrees to indemnify, defend (with counsel reasonably satisfactory to the Non-Requesting Party) and hold harmless the Non-Requesting Party from and against any and all liabilityclaims, damage or loss, cost, damage, or expense (including, without limitation, reasonable attorney's fees that may result from attorneys’ fees) incurred by the Non-Exchanging Requesting Party and arising out of or relating to the Non-Requesting Party's cooperation with ’s participation in the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “"Exchange”") being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “"Exchanging Party”") desires to effectuate such an exchange, then the other party (the “"Non-Exchanging Party”") agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i1) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Upon the written request of Seller respectively acknowledge that or Purchaser, the purchase and sale of other party agrees to cooperate with the Property contemplated hereby may be part of requesting party to effectuate a separate tax deferred like kind exchange (an “Exchange”) being made as contemplated by each party pursuant to Section 1031 of the Internal Revenue Code Code, or other tax efficient transaction, including, in the case of 1986an Exchange, as amendedby use of a qualified intermediary (a “Qualified Intermediary”), and the regulations promulgated with respect thereto. In to (a) the event that either party sale of any Property by Seller and/or (b) the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchangeacquisition of any Property by Purchaser or a permitted assignee of Purchaser; provided, however, that with respect (i) neither party shall have any liability to the other if such other party is unable to effectuate an Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party herebytax efficient transaction) for any reason, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected other than by reason of a default under this Agreement by the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or costparty, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation neither party shall have liability under any circumstances for any part of any tax savings or tax benefit that the other party might have enjoyed by reason of an Exchange; (ii) either party’s ability to effectuate an Exchange (or other tax efficient transaction) shall not be a condition to its obligation to consummate any transaction contemplated by this Agreement, and (iii) neither party shall be obligated to incur any costs, expenses or liabilities of the other party with respect to the Exchange. The Non-Exchanging Party Either party’s election to exchange, rather than sell or buy any Property for other real estate of a like kind shall notbe at no cost or liability to the other, by reason and the Exchanger (as defined below) shall pay all additional costs associated with the use of the Qualified Intermediary. Should a Property become part of an Exchange, each party electing to exchange the Property (ithe “Exchanger”) have its rights hereby agrees that the other party may enforce and all representations, warranties, covenants and other obligations of the Exchanger under this AgreementAgreement directly against the Exchanger, including, without limitation, and the other party agrees that the Exchanger may enforce any and all representations, warranties warranties, covenants and covenants made by other obligations of the Exchanging Party in other party under this Agreement (including but not limited to any warranties of title, which, if Seller is directly against the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance other party. If both parties request an Exchange with or deemed to have warranted respect to the Exchanging Party that same Property, the parties agree to cooperate to effectuate such Exchange complies in accordance with Section 1031 of the Codepreceding principles.

Tax Deferred Exchange. Each party agrees to reasonably cooperate with the other in the event a party attempts to effectuate a Section 1031 exchange with respect to the Property. Such reasonable cooperation shall not require the cooperating party to obtain title to any exchange or target property, execute any promissory note or other document or instrument which would or could impose personal liability upon such cooperating party, or incur any additional expense, cost or liability whatsoever (including, but not limited to, liabilities or warranties of title, or assumption of indebtedness) with regard to the Section 1031 exchange or exchanges. If Buyer is the party desiring to affect a Section 1031 exchange with respect to the Property, Seller agrees to convey title to the Property at Closing to a qualified intermediary designated by Buyer if so requested by Buyer in writing. The party attempting to effectuate a Section 1031 exchange hereby agrees to indemnify and Seller respectively acknowledge that hold harmless the purchase and sale other party from any claim, damage, liability, demand, cause of action, loss, cost, or expense (including, without limitation, reasonable attorney’s fees) the other party may suffer or incur as a result of the Property cooperating party’s participation in the aforesaid exchange or exchanges. Notwithstanding the foregoing, a cooperating party’s agreement hereunder to participate in a tax-deferred exchange or exchanges shall not extend the Closing Date hereunder. A cooperating party in such 1031 exchange shall not, by this Agreement or acquiescence to the exchange contemplated hereby may by this Section 12.6, (x) have its rights under this Agreement affected or diminished in any manner or (y) be part of a separate responsible for compliance with or be deemed to have warranted to the other party that any exchange (an “Exchange”) being made by each party pursuant to in fact complies with Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other The obligations of the Exchanging Party hereby, Seller and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights Buyer under this Agreement, including, without limitation, any representations, warranties and covenants made by Section 12.6 shall survive the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the CodeClosing.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that Upon the purchase and request of either party (the “Requesting Party”) to this Agreement, the other party (the “Non-Requesting Party”) agrees to reasonably cooperate with the Requesting Party in consummating the sale of the Property contemplated hereby may be as part of a separate simultaneous or non-simultaneous tax-deferred exchange (an the “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event provided that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (bi) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Requesting Party shall not be required to hold take title to any land property other than the Property for purposes Property, and (ii) the Closing Date shall not be delayed or extended thereby. The Requesting Party shall have the right to assign its rights and obligations hereunder to an accommodation entity (the “Intermediary”), who will cause the Closing to occur on the Requesting Party’s behalf. All of the Exchange. The Exchanging Requesting Party’s liabilities, representations and warranties under this Agreement shall remain those of the Requesting Party agrees to defend, indemnify and hold the Non-Exchanging Requesting Party shall not seek recourse against the Intermediary with respect to such liabilities or for the breach of any such representations or warranties. Performance by an Intermediary in effectuating an exchange will be treated as if such performance were made by the Requesting Party, and the Requesting Party shall remain the primary obligor for the full and timely performance of all obligations of the Requesting Party under this Agreement. In the event of any breach of such representations, warranties, covenants, or other obligations, the Non-Requesting Party shall proceed directly against the Requesting Party. The Non-Requesting Party shall not be required to assume any liabilities as a result of the exchange transaction that are in addition to those which would exist if the transaction were effectuated as a sale by the Requesting Party and not effectuated as an exchange. The Requesting Party hereby agrees to indemnify, defend (with counsel reasonably satisfactory to the Non-Requesting Party) and hold harmless the Non-Requesting Party from and against any and all liabilityclaims, damage or loss, cost, damage, or expense (including, without limitation, reasonable attorney's fees that may result from attorneys’ fees) incurred by the Non-Exchanging Requesting Party and arising out of or relating to the Non-Requesting Party's cooperation with ’s participation in the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge Each party acknowledges that the purchase and sale of other may elect to convey the Property contemplated hereby may be part in connection with the completion of a separate tax-deferred exchange (an “Exchange”) being made by each party pursuant to under Section 1031 of the Internal Revenue Code of 1986, as amendedamended (the "Code"). Each party hereby agrees to take such steps as the other may reasonably require, except as hereafter specifically provided, in order to complete the tax-deferred exchange including, without limitation, making payment of all or a portion of the Purchase Price to a third party. Either party may elect, in its sole and absolute discretion, to exchange the Property for other property of like kind. If so elected, the parties acknowledge that it is their intent that the exchange qualify as a tax-deferred exchange under Section 1031 of the Code. Therefore, to the extent possible, the provisions of this Section shall be interpreted consistently with this intent. The foregoing notwithstanding, if a tax- deferred exchange cannot be effected for any reason other than breach of the Buyer, Seller shall still be obligated to close the transaction as a purchase and sale pursuant to the terms of this Agreement. If either party exercises its right to exchange, such party may, on or before the Date of Closing, assign its rights under this Agreement to a "qualified intermediary", as defined in Treasury Regulation 1.031 (I)-(g) (4) (the "Accommodator") or transfer the Property to the Accommodator subject to all of such party's obligations under this Agreement. In either case, all payments which Purchaser is obligated to make to Seller under this Agreement shall be made to an escrow agent or the Accommodator, as appropriate, and the regulations promulgated not to Seller. Each party agrees to cooperate with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (and the “NonAccommodator in arranging the exchange. Each party shall execute any and all documents reasonably requested by the other party and the Accommodator to facilitate the exchange as a tax-Exchanging Party”) agrees deferred exchange under Section 1031 of the Code and the Treasury Regulations effective thereunder at the time of the Closing, including but not limited to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; any appropriate amendments to this Agreement and appropriate escrow instructions, provided, however, that no such document shall adversely affect Buyer in any respect or change any of the economic terms and conditions of the transaction with respect to such Exchange (a) all additional costsBuyer. For example, fees if Seller assigns its rights under this Agreement to the Accommodator and/or transfers the Property to the Accommodator, Seller shall simultaneously execute an appropriate document affirming to Buyer that the warranties and expenses related thereto representations of Seller set forth in this Agreement and the deed required pursuant to this Agreement shall be remain the sole responsibility of, representations and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result warranties of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing Seller. Buyer shall not be delayed obligated to incur any costs, expenses, losses, liabilities or adversely affected damages greater than those Buyer would have incurred had Seller not elected to effect an exchange. Seller shall reimburse Buyer at Closing for all out-of-pocket expenses incurred by reason Xxxxx in excess of the Exchange; (d) the accomplishment of the Exchange those that would have been incurred if Seller had not elected to effect an exchange. In no event shall not Buyer be a condition precedent or condition subsequent obligated to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold acquire title to any land other than property, whether by deed or contract right, for the benefit of Seller or its assignee, nor shall Buyer be obligated to accommodate any exchange in any similar manner. Buyer's sole obligation in connection with any exchange shall be to acquire the Property for purposes of the Exchangepurchase price or as otherwise provided herein. The Exchanging Party Xxxxxx agrees to defend, indemnify and hold the Non-Exchanging Party Buyer free and harmless from any and all costs, expenses, losses, damages or liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to reasonable attorneys, fees and costs of suit, arising out of or in connection with any warranties of title, which, if exchange attempted pursuant to this Section and Xxxxx's cooperation hereunder. Seller acknowledges that Seller is not relying on any representations of Buyer or Xxxxx's counsel with respect to the Exchanging Partyfederal, shall remain warranties state or local income tax treatment of Seller), or Seller in any connection with this transaction. The obligations of the closing documents (including but not limited to any warranties of title, which, if Seller is parties under this Section shall survive the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to Closing and the Exchanging Party that the Exchange complies with Section 1031 delivery of the Codedeed.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that Either party or their respective permitted assigns have the purchase and right to structure the sale of the Property contemplated hereby may be Property, or any portion thereof, as part of a separate exchange (an “Exchange”) being made by each party pursuant to one or more deferred exchanges in accordance with the provisions of Section 1031 of the Internal Revenue Code. Accordingly, each party hereto will make reasonable efforts to cooperate with any such exchange requested by the other party, including without limitation executing consents to assignments and other documents reasonably requested by the exchanging party; provided that: (i) the Closing Date hereunder will not thereby be delayed, (ii) the cooperating party does not incur any additional expense or liability, nor assume any personal liability in connection with a request by the other party to cooperate with said exchange, (iii) the exchanging party shall not be released from its obligations under this Agreement if the exchanging party’s exchange fails for any reason, and the exchanging party shall remain obligated under this Agreement, (iv) the cooperating party shall not be required to acquire title to any other real property (other than the applicable real property), and (v) the exchanging party shall indemnify, defend and hold the cooperating party harmless from and against all expenses, losses, costs (including, without limitation, reasonable attorneys’ fees), damages and claims resulting from the exchanging party’s exchange or attempted exchange. The cooperating party hereby disclaims any responsibility for the qualification of the transactions contemplated by this Agreement as a tax-deferred exchange under Code of 1986Section 1031, as amended, and the regulations promulgated with respect thereto. In the event that either exchanging party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing cooperating party shall not be delayed liable for any tax liability, interest or adversely affected penalties arising thereunder by reason virtue of the Exchange; (d) cooperating party’s cooperation in the accomplishment consummation of the Exchange shall not be a condition precedent any such exchange or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Codeattempted exchange.

Tax Deferred Exchange. Buyer and Seller respectively acknowledge that each agree to cooperate with the purchase other and sale of any escrow agent or exchange facilitator selected by the Property contemplated hereby may be part of a separate other in facilitating an exchange (an “Exchange”) being made by each party pursuant to under Section 1031 of the Internal Revenue Code of 1986, as most recently amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then undertaken by the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange the Property, provided that: (aA) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result consummation or accomplishment of such exchange; (c) the contemplated an exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's either party’s obligations under this Agreement and shall not delay the Closing Date; (B) the party undertaking the exchange shall effect the exchange through an assignment of this Agreement, or their rights under this Agreement, to a qualified intermediary without release of the assigning party from any liability hereunder; (C) the party undertaking the exchange shall pay any additional out-of-pocket costs that Seller’s Initial: /s/ RB, JF & DZ Buyer’s Initials: /s/ DD would not otherwise have been incurred by such party or the cooperating party had such party not undertaken such exchange; and (eD) the Non-Exchanging Party cooperating party shall not be required to take an assignment of the purchase agreement for any exchange property or be required to acquire or hold title to any land other than the Property real property for purposes of consummating the Exchangeexchange. The Exchanging Party agrees Neither party by this Agreement or acquiescence to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party an exchange shall not, by reason of the Exchange, (i) have its their rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, manner or (ii) be responsible for compliance with or be deemed to have warranted to the Exchanging Party other party that the Exchange exchange in fact complies with Section 1031 of the Internal Revenue Code, Exchanging party shall indemnify and hold the cooperating party harmless from any claims, costs or liabilities against the cooperating party, including attorney’s fees, arising out of or in connection with the exchange transaction.