Common use of Tax Deferred Exchange Clause in Contracts

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at its option, to structure any portion of the transactions contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directly.

Tax Deferred Exchange. Either or both Buyer and/or Seller acknowledges the rights of Purchasermay, at its optionor before the Closing, elect to affect a tax-deferred exchange of the Assets for other qualifying properties (hereinafter collectively called the "Exchange Property") in accordance with the following: (a) In the event Seller makes such an election prior to the Closing, Seller may elect, by notice to Buyer delivered on or before the Closing Date, to structure have the Purchase Price paid to a qualified intermediary until Seller has designated the Exchange Property. The Exchange Property shall be designated by Seller and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of the Internal Revenue Code, and shall thereupon be conveyed to Seller. In the event Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to Seller. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Seller delivered on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Seller, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be determined by Seller and Buyer, each in their sole discretion, to be necessary to accomplish a tax deferred exchange under Section 1031 of the Internal Revenue Code, subject, however, to the limitations on costs and liabilities of Buyer and Seller set forth below. If Seller makes a tax deferred exchange election, Buyer shall not be obligated to pay any portion additional costs or incur any additional obligations in the acquisition of the Assets. If Buyer makes a tax deferred exchange election, Seller shall not be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated by in this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence Buyer shall not be deemed relieved of any obligation hereunder. Any such tax deferred exchange election by either Party shall not affect the duties, rights or construed obligations of the Parties except as expressly set forth in this Section 9.03. Should either Seller or Buyer make such an election and should the failure of a condition precedent tax deferred exchange fail or be disallowed by the Internal Revenue Service for any reason, the non-electing party's sole responsibility and liability to the Parties’ obligations under this Agreement electing party shall be to take such actions as are required by subsections (a), (b) or (c) above and in such case, Closing non-electing party shall proceed as if this Section 9.12 were not included in this Agreement. In have no other responsibility or liability whatsoever to the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement electing party; and the Ancillary Agreements. As such guarantorelecting party shall release, Purchaser shall be treated as a primary obligor with respect indemnify, defend and hold harmless the non-electing party from any responsibility or liability related to such representations, warranties, covenants, indemnities, obligations and undertakings election except for such actions as may be required by subsections (as the case may bea), and, in the event of a breach by the Intermediary under this Agreement (b) or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may bec) directlyabove.

Tax Deferred Exchange. Seller acknowledges The parties acknowledge that the rights of Purchaser, at its option, to structure any portion conveyance of the transactions contemplated Property to Purchaser may be structured by this Agreement so Seller as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of pursuant to Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond Internal Revenue Code (the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “IntermediaryCode”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide Seller in effecting such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, provided that Seller shall bear all of the expenses associated therewith, and provided further that Seller’s ability to undertake any such occurrence exchange shall not in any manner be deemed or construed as the failure of considered a condition precedent to the Parties’ of Seller’s obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates It is contemplated that Seller may assign this Agreement to a party or entity “qualified intermediary” pursuant to serve as an IntermediaryTreasury Regulation Section 1.103(k)-I(g)4(v) and, notwithstanding any other provision hereof, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser shall be treated as a primary obligor with respect expressly consents to such representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be), andassignment. Accordingly, in the event of a breach such assignment, Purchaser shall, upon notice from Seller, direct Purchaser’s payment for the Property directly to the qualified intermediary and shall to the extent of the assignment, treat the qualified intermediary as the valid assignee hereof. Notwithstanding anything contained herein, Purchaser shall not be required to acquire or hold legal or beneficial title to, or any other interest, in any property other than the Property for purposes of consummating the exchange. In the event of any exchange, and notwithstanding that in connection with such exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon conveys title to the Intermediary under Property to Purchaser, all covenants, agreements and indemnifications of Seller pursuant to this Agreement or the Ancillary Agreementsshall be deemed to be made by Seller, Seller may proceed directly against Purchaser on the guarantee without the need shall survive any conveyance to join the Intermediary as a party an accommodation party, shall continue in favor of and inure to the actionbenefit of Purchaser and shall be enforceable by Purchaser against Seller to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Seller’s obligations or any of Purchaser’s rights or remedies hereunder. Purchaser unconditionally waives 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. Seller acknowledges that Purchaser may, at Purchaser’s option, include Purchaser’s purchase of the Property in a like-kind exchange under the Code. Seller shall reasonably cooperate with Purchaser and shall execute any defense documents reasonably required to permit Purchaser to effect such a like-kind exchange pursuant to the Code, provided there shall be no additional cost to Seller. Purchaser acknowledges that it might have as guarantor that it would not have if it had made or undertaken these representationsSeller may, warrantiesat Seller’s option, covenantsinclude Seller’s sale of the Property in a like-kind exchange under the Code. Purchaser shall reasonably cooperate with Seller and shall execute any documents reasonably required to permit Seller to effect such a like-kind exchange pursuant to the Code, indemnities, obligations and undertakings (as the case may be) directlyprovided there shall be no additional cost to Purchaser.

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at its option, may desire to structure any portion dispose of the transactions contemplated by this Agreement so as to qualify as Property through a taxtax deferred exchange which qualifies for non-free exchange recognition of like-kind property in compliance with the provisions of gain under Section 1031 of the Code Internal Revenue Code. Purchaser shall cooperate with Seller in attempting to effectuate such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (“Section 1031”i) Purchaser shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion (iii) the date of Closing shall not be extended as a result of the transactions exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by this Agreement with respect Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to any act in place of Seller as the seller of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”)Property. The Intermediary and the applicable Transferred Assets shall be designated desig nated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the IntermediarySeller. Upon designation identification of the Intermediary by PurchaserInterme diary, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser Seller as the purchaser under this Agreement with respect seller of the Property. Purchaser agrees to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to accept the Intermediary, Property and all other required performance from Intermediary and to render Seller’s its performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided . Purchaser agrees that all Ancillary Agreements, including the Asset Conveyance Documents, shall performance by Intermediary will be in the forms agreed to treated as performance by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination)Seller. Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary AgreementsIntermediary. As such guarantor, Purchaser Seller shall be treated as a primary obligor with respect to such these representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be)undertakings, and, in the event of a breach by the Intermediary under this Agreement or the Ancillary Agreementsbreach, Seller Purchaser may proceed directly against Purchaser Seller on the this guarantee without the need to join the Intermediary as a party to the actionany action against Seller. Purchaser Seller 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 directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (as whether the case may be) directlyrepresentation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transaction.

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at its option, to structure any portion of the transactions contemplated by and Buyer agree that this Agreement so transaction may be completed as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of under Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond Internal Revenue Code of 1986, as amended (the terms of this Agreement. Accordingly, Purchaser 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)Internal Revenue Code”) or an “Exchange Accommodation Titleholder” (as described in Revenue Procedure 2000-37) for the assignment of the rights of Purchaser under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) each party will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to completing the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing sale as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange. Either of both Seller or Buyer may, at or before the Closing, elect to affect a tax deferred exchange of the Assets for other qualifying properties (hereinafter collectively called the “Exchange Property” in accordance with the following: (a) In the event Seller makes such occurrence an election, Seller shall notify and instruct Buyer, on or before the Closing Date, to have the Purchase Price paid to a qualified intermediary (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(iii)) until Seller has designated the Exchange Property. The Exchange Property shall be designated by Seller and acquired by the qualified intermediary with the time periods prescribed by Section 1031(a)(3) of the Internal Revenue Code. In the event Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property with such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid in accordance with the terms of the agreements entered into between Seller and such qualified intermediary. (b) In the event Buyer makes such an election, Buyer shall notify and instruct Seller, on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Seller, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Seller and Buyer to be necessary to accomplish a tax deferred exchange under Section 1031 of the Internal Revenue Code, subject, however, to the limitations on costs and liabilities of Buyer and Seller set forth below. If Seller makes a tax deferred exchange election, Buyer shall not be deemed obligated to pay any additional costs or construed incur any additional obligations in the acquisition of the Assets. If Buyer makes a tax deferred exchange election, Seller shall not be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated in this Agreement. Any such tax deferred exchange election by either party, shall be effected through an assignment of this Agreement, or rights under this Agreement, to a qualified intermediary or an exchange accommodation titleholder, but such assignment shall not affect the duties, rights or obligations of the parties under this Agreement, except as expressly set forth in this Section 4.4. (d) Should either Seller or Buyer make such an election and should the failure tax deferred exchange fail or be disallowed by the Internal Revenue Service for any reason, the non-electing party’s sole responsibility and liability to the electing party shall be to take such actions as are required by Subsections (a), (b) or (c) above and such non-electing party shall have no other responsibility or liability whatsoever to the electing party; and the electing party shall release, indemnify, defend and hold harmless the non-electing party from any responsibility or liability related to such election except for such actions as may be required by Subsections (a), (b) or (c) above. (e) Notwithstanding Subsections (a) through (d) above, the Closing shall not be delayed or affected by reason of any tax deferred exchange election nor shall consummation or accomplishment of a tax deferred exchange be a condition precedent or condition subsequent to the Parties’ exchanging party’s duties, rights and obligations under this Agreement and in such casethe exchanging party’s failure or inability to consummate a tax deferred exchange for any reason shall not excuse or release the exchanging party from its duties, Closing shall proceed as if this Section 9.12 were not included in rights and obligations under this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directly.

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at its option, may desire to structure any portion dispose of the transactions contemplated by this Agreement so as to qualify as Property through a taxtax deferred exchange which qualifies for non-free exchange recognition of like-kind property in compliance with the provisions of gain under Section 1031 of the Code Internal Revenue Code. Purchaser shall cooperate with Seller in attempting to effectuate such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (“Section 1031”i) Purchaser shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Purchaser shall not be obligated to take title to any real property (other than the Property). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion (iii) the date of Closing shall not be extended as a result of the transactions exchange, without Purchaser's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by this Agreement with respect Seller. Purchaser and Seller further agree that Seller may substitute an intermediary ("Intermediary") to any act in place of Seller as the seller of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”)Property. The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the IntermediarySeller. Upon designation identification of the Intermediary by PurchaserIntermediary, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser Seller as the purchaser under this Agreement with respect seller of the Property. Purchaser agrees to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to accept the Intermediary, Property and all other required performance from Intermediary and to render Seller’s its performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided . Purchaser agrees that all Ancillary Agreements, including the Asset Conveyance Documents, shall performance by Intermediary will be in the forms agreed to treated as performance by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination)Seller. Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary AgreementsIntermediary. As such guarantor, Purchaser Seller shall be treated as a primary obligor with respect to such these representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be)undertakings, and, in the event of a breach by the Intermediary under this Agreement or the Ancillary Agreementsbreach, Seller Purchaser may proceed directly against Purchaser Seller on the this guarantee without the need to join the Intermediary as a party to the actionany action against Seller. Purchaser Seller 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 directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (as whether the case may be) directly.representation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Purchaser's exclusive recourse shall be against the Seller and Purchaser shall have no recourse of any type against the Intermediary arising from this transaction. (m)

Tax Deferred Exchange. To the extent allowable by law, any combination of Sellers and/or Buyer may, by giving written notice to the other Party at least five days before the Closing, elect to effect a Tax-deferred exchange of the Assets for other qualifying properties (the “Exchange Property”) in accordance with the following: (a) In the event either Seller acknowledges makes such an election prior to the rights of PurchaserClosing, at its optionsuch Seller may elect, by notice to Buyer delivered five days before the Closing Date, to structure have the Purchase Price payable to such Seller paid to a qualified intermediary until such Seller has designated the Exchange Property. The Exchange Property shall be designated by such Seller and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and shall thereupon be conveyed to such Seller. In the event such Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to such Seller. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Sellers delivered on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Sellers, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Sellers and Buyer to be necessary to accomplish a Tax deferred exchange under Section 1031 of the Code, subject, however, to the limitations on costs and liabilities of Buyer and Sellers set forth below. If either Seller makes a Tax deferred exchange election, Buyer and the other Seller shall not be obligated to pay any portion additional costs or incur any additional obligations in the acquisition of the Assets. If Buyer makes a Tax deferred exchange election, neither Seller shall be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In Any such Tax deferred exchange election by any Party shall not affect the event Purchaser designates a party duties, rights or entity to serve obligations of the other Parties, except as expressly set forth in this Section 9.04. (d) Should either one or both Sellers or Buyer make such an Intermediary, Purchaser shall unconditionally guarantee election and should the full and timely performance Tax deferred exchange fail or be disallowed by the Intermediary of each Internal Revenue Service for any reason, the non-electing Party’s or Parties’ sole responsibility and every one of liability to the representationselecting Party shall be to take such actions as are required by subsections (a), warranties, covenants, indemnities, obligations (b) or (c) above and undertakings of such non-electing Party or Parties shall have no other responsibility or liability whatsoever to the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement electing Party; and the Ancillary Agreements. As such guarantorelecting Party shall release, Purchaser shall be treated as a primary obligor with respect indemnify, defend and hold harmless the non-electing Party or Parties from any responsibility or liability related to such representations, warranties, covenants, indemnities, obligations and undertakings election except for such actions as may be required by subsections (as the case may bea), and, in the event of a breach by the Intermediary under this Agreement (b) or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may bec) directlyabove.

Tax Deferred Exchange. Buyer and Seller acknowledges respectively acknowledge that the rights of Purchaser, at its option, to structure any portion purchase and sale of the transactions Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by this Agreement so as Seller pursuant to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Internal Revenue Code (“Section 1031”)of 1986, as amended, and the regulations promulgated with respect thereto. In the event that Seller desires to effectuate such an exchange, then the Buyer agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance fully with the provisions of Section 1031 and Seller in order that the Treasury Regulations promulgated thereunderSeller may effectuate such Exchange; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Seller; (b) the 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 in part other obligations of the 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 Intermediary. Upon designation of Seller's obligations under the Intermediary by Purchaser, Agreement; and upon (e) the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary Buyer shall not be substituted for Purchaser as the purchaser under this Agreement with respect required to only such designated Transferred Assets. Seller agrees in such case to transfer hold title to such designated Transferred Assets to any land other than the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets Property for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase priceExchange. The parties Seller agrees to defend, indemnify and hold the Buyer harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Buyer's cooperation with the Exchange. The Buyer shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delaynot, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects by reason of the transaction. If Purchaser is unsuccessful Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Seller in its efforts this Agreement (including but not limited to structure any warranties of title, which shall remain warranties of Seller), or in any of the transactions Closing Documents (including but not limited to any warranties of title, which shall remain warranties of Seller) contemplated by this Agreement as part of a like-kind exchangehereby, such occurrence shall not adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed or construed as the failure of a condition precedent to have warranted to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Seller that the Exchange complies with Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one 1031 of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyCode.

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at its option, to structure any portion may effect one or more tax-deferred exchanges under Internal Revenue Code §1031 in respect of the transactions contemplated by this Agreement so as Real Property (or a portion thereof). Purchaser agrees to qualify as a accommodate Seller in effecting any such tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”)deferred exchange. Seller agrees shall have the right to use its commercially reasonable efforts, elect such tax-deferred exchange at Purchaser’s sole cost any time before the Closing Date. Seller and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; providedagree, however, that neither Seller nor any member consummation of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 purchase and sale of the rights of Purchaser Real Property under this Agreement with is not conditioned on such exchange. If Seller elects to make a tax-deferred exchange, Purchaser agrees to timely execute such additional escrow instructions, deeds, documents, agreements, or instruments to effect such exchange, and Purchaser acknowledges that time is of the essence in respect to the applicable Transferred Assets of Purchaser’s cooperation hereunder, provided that Purchaser shall incur no additional costs, expenses, or liabilities in whole this transaction as a result of or in part connection with such exchange. If Seller does elect to such “Qualified Intermediary” effect one or “Exchange Accommodation Titleholder” more tax-deferred exchanges hereunder, it may in furtherance thereof substitute an intermediary (in either event, an the “Intermediary”)) to act in place of Seller as the seller of one or more of such parcels. The Intermediary and the applicable Transferred Assets shall would be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the IntermediarySeller. Upon designation identification of the Intermediary by PurchaserIntermediary, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser Seller as the purchaser under this Agreement with respect to only such designated Transferred Assetsseller of the real property. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary AgreementsIntermediary. As such guarantor, Purchaser Seller shall be treated as a primary obligor with respect to such those representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be)undertakings, and, in the event of a breach by the Intermediary under this Agreement or the Ancillary Agreementsbreach, Seller Purchaser may proceed directly against Purchaser Seller on the this guarantee without the need to join the Intermediary as a party to the actionany action against Seller. Purchaser Seller 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 case may be) directly.

Tax Deferred Exchange. (a) Seller acknowledges the rights has advised Buyer of Purchaser, at its option, intention to structure any portion of the transactions contemplated by this Agreement so as effect tax deferred exchanges pursuant to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Internal Revenue Code (“Section 1031”)in connection with the sale of the Interests in one or more of the Companies. Seller may assign all or part of its rights under this Agreement to a Qualified Intermediary of Seller's choice for the purpose of completing such exchanges. Buyer agrees to use its commercially reasonable efforts, at Purchaser’s sole cost cooperate with Seller and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement Qualified Intermediary with respect to any of the Transferred Assets contemplated such exchange and agrees to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunderexecute all documentation required to effectuate such exchange; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser may enter into a written exchange agreement or assignment agreement at any time prior to Closing with a “Qualified Intermediary” that: (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)a) or an “Exchange Accommodation Titleholder” (as described in Revenue Procedure 2000-37) for the assignment of the rights of Purchaser under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser Buyer shall not have the right incur additional liability or costs as a consequence of Seller's exchange activities; (b) Buyer shall not be obligated to delay, and Purchaser shall not delayor agree to the delay of, the Closing as a result of Seller's contemplated exchange activities; and (c) Seller shall indemnify and hold Buyer harmless from any like-kind exchange aspects and all liability, claims, losses or actions which Buyer incurs or to which Buyer may be exposed as a result of Buyer's participation in the contemplated exchange. Buyer makes no warranty whatsoever with respect to the qualification of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchangetransaction for tax deferred exchange treatment under Section 1031 and Buyer shall have no responsibility, such occurrence shall not be deemed obligation or construed as the failure of a condition precedent liability with respect to the Parties’ obligations under this tax consequences to Seller. This Agreement and in such case, Closing shall proceed as if this Section 9.12 were is not included in this Agreementsubject to or contingent upon Seller's ability to effectuate a contemplated exchange. In the event Purchaser designates a party or entity any exchange contemplated by Seller should fail to serve as an Intermediaryoccur, Purchaser shall unconditionally guarantee for whatever reason, the full and timely performance by the Intermediary of each and every one sale of the representations, warranties, covenants, indemnities, obligations and undertakings Interests shall nonetheless be consummated as otherwise provided in this Agreement. (b) In the event that Buyer wishes to enter into a Section 1031 tax deferred exchange in connection with the Interests in one or more of the Intermediary Companies, Sellers agree to cooperate with Buyer in connection with such exchange, including the execution of such documents as may be reasonably necessary to effectuate the same provided that: (as the successor Purchaser, hereunder, by assignmenta) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser Sellers shall be treated not incur any additional liability or cost as a primary obligor consequence of Buyer's exchange activities; (b) Sellers shall not be obligated to delay, or agree to the delay of, the Closing as a result of Buyer's contemplated exchange; and (c) Buyer shall indemnify and hold Sellers harmless from any and all liabilities claims, losses or actions which Sellers incur or to which Sellers may be exposed as a result of Sellers' participation in the contemplated exchange. Sellers makes no warranty whatsoever with respect to such representationsthe qualification of the transaction for tax deferred exchange treatment under Section 1031 and Sellers shall have no responsibility, warranties, covenants, indemnities, obligations and undertakings (as obligation or liability with respect to the case may be), and, in tax consequences to Buyer. This Agreement is not subject to or contingent upon Buyer's ability to effectuate a contemplated exchange. In the event any exchange contemplated by Buyer should fail to occur, for whatever reason, the sale of a breach by the Intermediary under Interests shall nonetheless be consummated as otherwise provided herein this Agreement or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyAgreement.

Tax Deferred Exchange. Seller acknowledges the rights of PurchaserEither one or both Sellers and/or Buyer may, at its optionor before the Closing, elect to effect a tax-deferred exchange of the Assets for other qualifying properties (hereinafter collectively called the “Exchange Property”) in accordance with the following: (a) In the event either Seller makes such an election prior to the Closing, such Seller may elect, by notice to Buyer delivered on or before the Closing Date, to structure have the Purchase Price paid to a qualified intermediary until such Seller has designated the Exchange Property. The Exchange Property shall be designated by such Seller and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of the Internal Revenue Code as amended (the “Code”), and shall thereupon be conveyed to such Seller. In the event such Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to such Seller. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Sellers delivered on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Sellers, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Sellers and Buyer to be necessary to accomplish a tax deferred exchange under Section 1031 of the Code, subject, however, to the limitations on costs and liabilities of Buyer and Sellers set forth below. If either Seller makes a tax deferred exchange election, Buyer and the other Seller shall not be obligated to pay any portion additional costs or incur any additional obligations in the acquisition of the Assets. If Buyer makes a tax deferred exchange election, neither Seller shall be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In Any such tax deferred exchange election by any Party shall not affect the event Purchaser designates a party duties, rights or entity to serve obligations of the other Parties, except as expressly set forth in this Section 9.03. (d) Should either one or both Sellers or Buyer make such an Intermediary, Purchaser shall unconditionally guarantee election and should the full and timely performance tax deferred exchange fail or be disallowed by the Intermediary of each Internal Revenue Service for any reason, the non-electing Party’s or Parties’ sole responsibility and every one of liability to the representationselecting Party shall be to take such actions as are required by subsections (a), warranties, covenants, indemnities, obligations (b) or (c) above and undertakings of such non-electing Party or Parties shall have no other responsibility or liability whatsoever to the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement electing Party; and the Ancillary Agreements. As such guarantorelecting Party shall release, Purchaser shall be treated as a primary obligor with respect indemnify, defend and hold harmless the non-electing Party or Parties from any responsibility or liability related to such representations, warranties, covenants, indemnities, obligations and undertakings election except for such actions as may be required by subsections (as the case may bea), and, in the event of a breach by the Intermediary under this Agreement (b) or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may bec) directlyabove.

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at its option, may desire to structure any portion dispose of the transactions contemplated by this Agreement so as to qualify as Property through a tax-free tax deferred exchange which qualifies for non- recognition of like-kind property in compliance with the provisions of gain under Section 1031 of the Code Internal Revenue Code. Buyer shall cooperate with Seller in attempting to effectuate such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (“Section 1031”i) Buyer shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Buyer shall not be obligated to take title to any real property (other than the Property). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion (iii) the date of Closing shall not be extended as a result of the transactions exchange, without Buyer's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by this Agreement with respect Seller. Buyer and Seller further agree that Seller may substitute an intermediary ("Intermediary") to any act in place of Seller as the seller of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”)Property. The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the IntermediarySeller. Upon designation identification of the Intermediary by PurchaserIntermediary, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser Seller as the purchaser under this Agreement with respect to only such designated Transferred Assetsseller of the Property. Buyer agrees that performance by Intermediary will be treated as performance by Seller. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser shall be treated as a primary obligor with respect to such representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be)undertakings, and, in the event of a breach by the Intermediary under this Agreement or the Ancillary Agreementsbreach, Seller Buyer may proceed directly against Purchaser Seller on the this guarantee without the need to join the Intermediary as a party to the actionany action against Seller. Purchaser Seller 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 directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (as whether the case may be) directlyrepresentation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Buyer's exclusive recourse shall be against the Seller and Buyer shall have no recourse of any type against the Intermediary arising from this transaction.

Tax Deferred Exchange. Seller acknowledges PURCHASER understands that the rights transaction contemplated hereby may be part of Purchaser, at its option, to structure any portion SELLER’s tax-deferred exchange under Section 1031 of the transactions contemplated Internal Revenue Code. PURCHASER shall provide reasonable cooperation to SELLER in connection with any desire by this Agreement so as SELLER to elect to qualify the sale of the Property or the Site as a tax-free deferred exchange of like-kind property in compliance with the provisions of under Section 1031 of the Internal Revenue Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost including execution and expense, to reasonably cooperate to allow Purchaser to structure any portion delivery of documents and instruments required by the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunderqualified intermediary; provided, however, that neither Seller nor in connection with such tax-deferred exchange (a) PURCHASER shall not incur any member cost or expense whatsoever, (b) PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be required to acquire title to any property other than the Property, (d) upon payment of the Seller Group shall have any increased obligations beyond the terms of this Agreement. AccordinglyPurchase Price hereunder, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets PURCHASER shall be designated entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be relieved or released from any liabilities or obligations hereunder. Property Total Real Property Non-Compete Goodwill Westy Self Storage - Hicksville 00 Xxxx Xxxx Xxxxxx Hicksville, New York 11801 129,460± rentable square feet of indoor self storage space $ 32,950,000 $ 23,065,000 $ 5,000 $ 9,880,000 The Property is legally described and/or depicted in writing by Purchaser to Seller by no later than 45 days prior to the Closing Dateattached Schedule “A-1”. PURCHASER, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documentshowever, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, review and Purchaser shall not delay, approve the Closing as a result of any like-kind exchange aspects attached legal descriptions following PURCHASER’s receipt of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement updated title commitment and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyupdated survey.

Tax Deferred Exchange. Seller acknowledges To the rights extent allowable by Law, any combination of PurchaserSellers and/or Buyer may, at its optionor before the Closing, elect to effect a tax-deferred exchange of the Assets for other qualifying properties (the “Exchange Property”) in accordance with the following: (a) In the event any Seller makes such an election prior to the Closing, such Seller may elect, by notice to Buyer delivered on or before the Closing Date, to structure have the Purchase Price payable to such Seller paid to a qualified intermediary until such Seller has designated the Exchange Property. The Exchange Property shall be designated by such Seller and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of the Code, and shall thereupon be conveyed to such Seller. In the event such Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to such Seller. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Sellers delivered on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Sellers, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Sellers and Buyer to be necessary to accomplish a tax-deferred exchange under Section 1031 of the Code, subject, however, to the limitations on costs and liabilities of Buyer and Sellers set forth below. If any portion Seller makes a tax-deferred exchange election, Buyer and the other Seller shall not be obligated to pay any additional costs or incur any additional obligations in the acquisition of the Assets. If Buyer makes a tax-deferred exchange election, no Seller shall be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated in this Agreement. Any such tax-deferred exchange election by any Party shall not affect the duties, rights or obligations of the other Parties, except as expressly set forth in this Agreement so Section 9.04. Neither Sellers nor Buyer makes any representations as to qualify as a tax-free exchange any particular tax treatment that may be afforded to the other Party by reason of like-kind property such assignment or any other actions taken in compliance connection with the provisions of exchange under Section 1031 of the Code Code. (“Section 1031”d) Should either one or both Sellers or Buyer make such an election and should the tax-deferred exchange fail or be disallowed by the Internal Revenue Service for any reason, the non-electing Party’s or Parties’ sole responsibility and liability to the electing Party shall be to take such actions as are required by subsections (a). Seller agrees , (b) or (c) above and such non-electing Party or Parties shall have no other responsibility or liability whatsoever to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 electing Party; and the Treasury Regulations promulgated thereunder; providedelecting Party shall release, howeverindemnify, that neither Seller nor defend and hold harmless the non-electing Party or Parties from any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordinglyresponsibility or liability related to such election except for such actions as may be required by subsections (a), Purchaser 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)b) or an “Exchange Accommodation Titleholder” (as described in Revenue Procedure 2000-37c) for the assignment of the rights of Purchaser under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyabove.

Tax Deferred Exchange. Seller acknowledges The parties acknowledge that the rights of Purchaser, at its option, to structure any portion conveyance of the transactions contemplated Property to Purchaser may be structured by this Agreement so Seller as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of pursuant to Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond Internal Revenue Code (the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “IntermediaryCode”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide Seller in effecting such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, provided that Seller shall bear all of the expenses associated therewith, and provided further that Seller’s ability to undertake any such occurrence exchange shall not in any manner be deemed or construed as the failure of considered a condition precedent to the Parties’ of Seller’s obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates It is contemplated that Seller may assign this Agreement to a party or entity “qualified intermediary” pursuant to serve as an IntermediaryTreasury Regulation Section 1.103(k)-I(g)4(v) and, notwithstanding any other provision hereof, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser shall be treated as a primary obligor with respect expressly consents to such representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be), andassignment. Accordingly, in the event of a breach such assignment, Purchaser shall, upon notice from Seller, direct Purchaser’s payment for the Property directly to the qualified intermediary and shall to the extent of the assignment, treat the qualified intermediary as the valid assignee hereof. Notwithstanding anything contained herein, Purchaser shall not be required to acquire or hold legal or beneficial title to, or any other interest, in any property other than the Property for purposes of consummating the exchange. In the event of any exchange, and notwithstanding that in connection with such exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon conveys title to the Intermediary under Property to Purchaser, all covenants, agreements and indemnifications of Seller pursuant to this Agreement or the Ancillary Agreementsshall be deemed to be made by Seller, Seller may proceed directly against Purchaser on the guarantee without the need shall survive any conveyance to join the Intermediary as a party an accommodation party, shall continue in favor of and inure to the actionbenefit of Purchaser and shall be enforceable by Purchaser against Seller to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Seller’s obligations or any of Purchaser’s rights or remedies hereunder. Purchaser unconditionally waives 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. Seller acknowledges that Purchaser may, at Purchaser’s option, include Purchaser’s purchase of the Property in a like-kind exchange under the Code. Seller shall reasonably cooperate with Purchaser and shall execute any defense that it might have as guarantor that it would not have if it had made or undertaken these representationsdocuments reasonably required to permit Purchaser to effect such a like-kind exchange pursuant to the Code, warranties, covenants, indemnities, obligations and undertakings (as the case may be) directlyprovided there shall be no additional cost to Seller.

Tax Deferred Exchange. Seller acknowledges PURCHASER understands that the rights transaction contemplated hereby may be part of Purchaser, at its option, to structure any portion SELLER’s tax-deferred exchange under Section 1031 of the transactions contemplated Internal Revenue Code. PURCHASER shall provide reasonable cooperation to SELLER in connection with any desire by this Agreement so as SELLER to elect to qualify the sale of the Property or the Site as a tax-free deferred exchange of like-kind property in compliance with the provisions of under Section 1031 of the Internal Revenue Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost including execution and expense, to reasonably cooperate to allow Purchaser to structure any portion delivery of documents and instruments required by the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunderqualified intermediary; provided, however, that neither Seller nor in connection with such tax-deferred exchange (a) PURCHASER shall not incur any member cost or expense whatsoever, (b) PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be required to acquire title to any property other than the Property, (d) upon payment of the Seller Group Purchase Price hereunder, PURCHASER shall be entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be relieved or released from any liabilities or obligations hereunder. SCHEDULE A TO PURCHASE AGREEMENT DESCRIPTION OF REAL ESTATE AND ALLOCATION OF PRICE Property Total Real Property Non-Compete Goodwill Westy Self Storage - Farmingdale $ 25,650,000 $ 19,955,000 $ 5,000 $ 7,690,000 Xxxxxxxxxxx, Xxx Xxxx 00000 96,397± rentable square feet of indoor self storage space The Property is legally described and/or depicted in attached Schedule “A-1”. PURCHASER, however, shall have any increased obligations beyond the terms right to review and approve the attached legal descriptions following PURCHASER’s receipt of this Agreementthe updated title commitment and updated survey. AccordinglySCHEDULE A-1 TO PURCHASE AGREEMENT [Legal Description] ALL that certain plot, Purchaser may enter into piece or parcel of land, situate, lying and being in the Town of Babylon, County of Suffolk and State of New York, known and designated as parts of Lots Nos. 11 and 12 on the “Map of Executive Park at Babylon, situated in Farmingdale, Town of Babylon, Suffolk County, N.Y.”, filed in the Office of the Clerk of the County of Suffolk on July 23, 1979 as Map No. 6833, said parts of lots, when taken together are bounded and described as follows: BEGINNING at a written exchange agreement or assignment agreement point on the northerly side of Executive Boulevard, at any time prior to Closing with a “Qualified Intermediary” point where it is intersected by the westerly side of Broad Hollow Road (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iiiwidened)) or an “Exchange Accommodation Titleholder” (as described in Revenue Procedure 2000-37) for ; RUNNING THENCE along said northerly side of Executive Boulevard, North 70 degrees 10 minutes 28 seconds West, 208.76 feet per N.Y.S. Highway taking map; RUNNING THENCE along the assignment arc of the rights of Purchaser under this Agreement with respect a curve to the applicable Transferred Assets in whole or in part right having a radius of 25.00 feet, which curve connects said northerly side of Executive Boulevard with the easterly side of Executive Boulevard, a distance of 37.85 feet to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either eventsaid easterly side of Executive Boulevard; RUNNING THENCE along said easterly side of Executive Boulevard, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior North 16 degrees 34 minutes 48 seconds East 437.34 feet; RUNNING THENCE South 73 degrees 25 minutes 12 seconds East 273.87 feet to the Closing Date, westerly side of Broad Hollow Road as widened; RUNNING THENCE along said westerly side of Broad Hollow Road on a curve to the left having a radius of 2178.23 feet an arc length of 144.12 feet on a curve to the left having a radius of 5807.68 feet an arc length of 304.37 feet and Seller agrees South 52 degrees 17 minutes 40 seconds West 32.47 feet to sign and deliver a written instrument (to the point or place of BEGINNING. SCHEDULE B TO PURCHASE AGREEMENT [Personal Property] A list shall be prepared by Purchaser) acknowledging Seller and Purchaser for attachment to the designation Xxxx of the Intermediary Sale SCHEDULE “C” TO PURCHASE AGREEMENT Intentionally Omitted. SCHEDULE “D” TO PURCHASE AGREEMENT FORM OF XXXX OF SALE (“Seller”), for good and the assignment valuable consideration paid by SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Buyer”), does hereby sell, grant, transfer, assign and convey to Buyer all of the Seller’s right, title and interest of Purchaser with respect in and to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation all of the Intermediary following personal property owned by PurchaserSeller that is located at, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunderor used in connection with, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, self storage facilities and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreementsreal located at (“Property”), including the Asset Conveyance Documents“Personal Property”: 1. All items listed in attached Schedule A; 2. To the extent assignable, shall be all existing permits, approvals and licenses, including, without limitation, all use permits, variances, certificates of occupancy, building and other operating permits, franchise rights, construction permits, business registration and other occupancy permits, computer software licenses and other licenses related to or used in connection with the existing business operation on the Property; and 3. To the extent assignable, all existing guaranties and warranties (express or implied), if any, issued in connection with the construction, alteration, maintenance and repair of the Property. Plans and specifications all specifically excluded from this assignment. Notwithstanding anything to the contrary herein, and except as set forth in the forms agreed to Sovran Lease, Buyer is not assuming, nor is Buyer liable for, any liability or obligation of Seller of any kind or nature whatsoever (whether accrued, absolute, contingent or otherwise), and Seller shall remain solely responsible for, all of Seller’s (and each of those persons and entities comprising Seller) liabilities and obligations (a) not expressly assumed by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days Buyer and/or (b) arising or accruing prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of date that Buyer acquires title to the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination)Property. Seller shall have 10 days to review such purchase price. The parties shall cooperate warrants that it owns the Personal Property in good faith to agree on such purchase price prior its entirety, that there are no liens or encumbrances affecting the Personal Property, and that it is transferring title to the Closing DatePersonal Property free and clear of all such liens and encumbrances. Purchaser shall not have Except for and subject to the right representations and warranties set forth in the Lease dated as of , 201 to delay, which Seller and Purchaser shall not delayBuyer are parties, the Closing Personal Property is being conveyed “As Is” and “With All Faults”, without any representations or warranties as to condition, merchantability or fitness for a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed particular purpose or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyotherwise.

Tax Deferred Exchange. Either or both Buyer and Seller acknowledges the rights of Purchasermay, at its optionor before the Closing, elect to affect a tax-deferred exchange of the Assets for other qualifying properties (hereinafter collectively called the “Exchange Property”) in accordance with the following: (a) In the event Seller makes such an election prior to the Closing, Seller may elect, by notice to Buyer delivered on or before the Closing Date, to structure have the Purchase Price paid to a qualified intermediary until Seller has designated the Exchange Property. The Exchange Property shall be designated by Seller and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of die Internal Revenue Code, and shall thereupon be conveyed to Seller. In the event Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to Seller. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Seller delivered on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15,2000). (c) The rights and responsibilities of Seller, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Seller and Buyer to be necessary to accomplish a tax deferred exchange under Section 1031 of the Internal Revenue Code, subject, however, to the limitations on costs and liabilities of Buyer and Seller set forth below. If Seller makes a tax deferred exchange election, Buyer shall not be obligated to pay any portion additional costs or incur any additional obligations in the acquisition of the Assets. If Buyer makes a tax deferred exchange election, Seller shall not be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In Any such tax deferred exchange election by either Party shall not affect the event Purchaser designates a party duties, rights or entity to serve obligations of the Parties except as expressly set forth in this Section 15.17. Should either Seller or Buyer make such an Intermediary, Purchaser shall unconditionally guarantee election and should the full and timely performance tax deferred exchange fail or be disallowed by the Intermediary of each Internal Revenue Service for any reason, the non-electing party’s sole responsibility and every one of liability to the representationselecting party shall be to take such actions as are required by subsections (a), warranties, covenants, indemnities, obligations (b) or (c) above and undertakings of such non-electing party shall have no other responsibility or liability whatsoever to the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement electing party; and the Ancillary Agreements. As such guarantorelecting party shall release, Purchaser shall be treated as a primary obligor with respect indemnify, defend and hold harmless the non-electing party from any responsibility or liability related to such representations, warranties, covenants, indemnities, obligations and undertakings election except for such actions as may be required by subsections (as the case may bea), and, in the event of a breach by the Intermediary under this Agreement (b) or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may bec) directlyabove.

Tax Deferred Exchange. Buyer ("Accommodator") shall cooperate with --------------------- Seller acknowledges the rights of Purchaser, at its option, to structure any portion ("Requesting Party") in effectuating disposition of the transactions contemplated by this Agreement so as Property pursuant to qualify as a tax-free tax deferred exchange of like-kind property in compliance with the provisions of under Section 1031 of the Internal Revenue Code of 1986, as and if amended (“Section 1031”an "Exchange"). Seller agrees , subject to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group following limitations: A. The Requesting Party shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser may enter into a written exchange agreement or assignment agreement right to proceed with an Exchange 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, provided it gives reasonable advance notice of its desire to have Accommodator participate in the Exchange, together with each and Seller agrees to sign and deliver a written instrument (all of the documents to be prepared executed by Purchaser) acknowledging Accommodator with respect to the designation Exchange. B. Neither the Closing, nor consummation of any other aspect of this Agreement, shall in any way be predicated or conditioned on the Intermediary and the assignment of Exchange or completion thereof. C. Any documents to be executed by Accommodator in connection with an Exchange shall not cause Accommodator to incur any additional cost, expense or liability. D. Accommodator shall have the right, title and interest of Purchaser with respect as a condition to such designated Transferred Assets participation in whole or in part the Exchange, to the Intermediary. Upon designation require Requesting Party to provide advance payment to Accommodator of the Intermediary reasonably anticipated extra costs, including attorneys' fees, to be incurred by PurchaserAccommodator solely by reason of participation in the Exchange. E. Accommodator does not make any representation or warranty to Requesting Party or any other third party, including state or federal tax authorities, that the Exchange will qualify for any particular or deferred tax treatment. F. Requesting Party shall indemnify and upon hold Accommodator harmless for, from and against any and all liability, damages, or costs, including actual attorneys' fees, incurred or that may be incurred by Accommodator by virtue of Accommodator's participation in the Intermediary’s written assumption Exchange. G. The Exchange shall not in any limit, terminate or otherwise effect all or any of the obligations of Purchaser hereunderany party's rights or obligations, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directly.

Tax Deferred Exchange. Seller acknowledges To the rights extent allowable by Law, any combination of PurchaserSellers and/or Buyer may, at its optionor before the Closing, elect to effect a tax-deferred exchange of the Assets for other qualifying properties (the “Exchange Property”) in accordance with the following: (a) In the event any Seller makes such an election prior to the Closing, such Seller may elect, by notice to Buyer delivered on or before the Closing Date, to structure have the Purchase Price payable to such Seller paid to a qualified intermediary until such Seller has designated the Exchange Property. The Exchange Property shall be designated by such Seller and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of the Code, and shall thereupon be conveyed to such Seller. In the event such Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to such Seller. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Sellers delivered on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Sellers, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Sellers and Buyer to be necessary to accomplish a tax-deferred exchange under Section 1031 of the Code, subject, however, to the limitations on costs and liabilities of Buyer and Sellers set forth below. If any portion Seller makes a tax-deferred exchange election, Buyer and the other Seller shall not be obligated to pay any additional costs or incur any additional obligations in the acquisition of the Assets. If Xxxxx makes a tax-deferred exchange election, no Seller shall be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated in this Agreement. Any such tax-deferred exchange election by any Party shall not affect the duties, rights or obligations of the other Parties, except as expressly set forth in this Agreement so Section 9.04. Neither Sellers nor Buyer makes any representations as to qualify as a tax-free exchange any particular tax treatment that may be afforded to the other Party by reason of like-kind property such assignment or any other actions taken in compliance connection with the provisions of exchange under Section 1031 of the Code Code. (“Section 1031”d) Should either one or both Sellers or Buyer make such an election and should the tax-deferred exchange fail or be disallowed by the Internal Revenue Service for any reason, the non-electing Party’s or Parties’ sole responsibility and liability to the electing Party shall be to take such actions as are required by subsections (a). Seller agrees , (b) or (c) above and such non-electing Party or Parties shall have no other responsibility or liability whatsoever to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 electing Party; and the Treasury Regulations promulgated thereunder; providedelecting Party shall release, howeverindemnify, that neither Seller nor defend and hold harmless the non-electing Party or Parties from any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordinglyresponsibility or liability related to such election except for such actions as may be required by subsections (a), Purchaser 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)b) or an “Exchange Accommodation Titleholder” (as described in Revenue Procedure 2000-37c) for the assignment of the rights of Purchaser under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyabove.

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at its option, 37.11.1 Landlord may desire to structure any portion make a qualified tax deferred exchange of the transactions contemplated by this Agreement so Purchased Land (or such appropriate portion qualifying as real estate for such exchange, which shall be referred to qualify herein as a tax-free exchange the "REAL ESTATE PROPERTY") for other property or properties of like-like kind property pursuant to and in compliance accordance with the provisions of Section 1031 of the Internal Revenue Code (“Section 1031”)of 1986 as amended, the Treasury Income Tax Regulations promulgated thereunder and corresponding provisions of state tax laws. Seller If Landlord elects to effect a qualified tax deferred exchange, then, and at no cost or expense to Tenant, Tenant agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate with Landlord, pursuant to allow Purchaser to structure any portion the terms as set forth herein, in closing the sale of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect Real Estate Property as a like-kind exchange in compliance with the provisions of under Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group Internal Revenue Code of 1986, as amended. 37.11.2 Landlord and Tenant agree that Landlord shall have any increased obligations beyond (to effect this tax deferred exchange) substitute an intermediary ("INTERMEDIARY") to act in place of Landlord as the terms of this Agreement. Accordingly, Purchaser 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 seller of the rights of Purchaser under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”)Real Estate Property. The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser Landlord to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation Tenant. Upon identification of the an Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the upon Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s 's written assumption of the Landlord's obligations of Purchaser hereunderunder this ARTICLE 37 (in form reasonably satisfactory to Tenant), the Intermediary shall be substituted for Purchaser Landlord as seller upon the purchaser under sale of the Land. Tenant agrees to accept the Land in accordance with this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, ARTICLE 37 from Intermediary and to render Seller’s its performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; , provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be rendering of such performance to Intermediary in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms lieu of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser Landlord shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of in any like-kind exchange aspects of the transactionmaterial additional costs or expenses being incurred by Tenant. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely Tenant agrees that performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser shall will be treated as a primary obligor with respect performance by Landlord, and Landlord agrees that Tenant's performance to such representations, warranties, covenants, indemnities, obligations and undertakings (Intermediary will be treated as the case may be), and, in the event of a breach by the Intermediary under this Agreement or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need performance to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyLandlord.

Tax Deferred Exchange. Seller acknowledges the rights (a) If Sellers advise Buyer of Purchaser, at its option, their intention to structure any portion of the transactions contemplated by this Agreement so as seek to qualify as a effect one or more tax-free exchange of like-kind property in compliance with the provisions of deferred exchanges (an “Exchange”) under Section 1031 of the Code Code, as amended, and the Treasury Regulations, revenue procedures and other guidance promulgated thereunder (the “Section 1031Exchange Rules”). Seller , Buyer agrees to use its commercially reasonable effortsaccommodate Sellers in seeking to effect an Exchange, at Purchaser’s sole cost subject to and expense, in accordance with Section 29(c) below. Buyer agrees to reasonably cooperate to allow Purchaser to structure any portion with Sellers and a qualified intermediary of the transactions by this Agreement Sellers’ choice with respect to any of the Transferred Assets contemplated such Exchange and agrees to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; providedexecute all documentation reasonably necessary to effectuate such Exchange, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreementat no cost or liability to Buyer. Accordingly, Purchaser 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 under this Agreement Buyer makes no warranty whatsoever with respect to the applicable Transferred Assets qualification of the transaction for tax deferred exchange treatment under Section 1031 and Buyer shall have no responsibility, obligation or liability with respect to the tax consequences to Sellers. (b) The Sellers acknowledge and agree that the Buyer may engage in whole one or in part to such more deferred or reverse Exchanges utilizing a qualified intermediary of Buyer’s choice (the “Buyer Qualified Intermediary” ”) or an exchange accommodator titleholder (“Exchange Accommodation Titleholder” (in either event, an “IntermediaryEAT”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior ) pursuant to the Closing DateExchange Rules. Notwithstanding any provision herein to the contrary, and Seller agrees in the event Buyer elects to sign and deliver a written instrument (engage in one or more deferred or reverse like-kind Exchanges, the Sellers agree to be prepared by Purchaser) acknowledging the designation of the Intermediary and consent to the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the IntermediaryBuyer’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser rights under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and Buyer Qualified Intermediary or EAT in order to render Seller’s performance of all of its obligations under this Agreement with respect to facilitate such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any deferred or reverse like-kind exchange aspects Exchanges. Sellers further agree to execute any and all documents reasonably necessary to consummate the purposes of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement29. In the event Purchaser designates a party Buyer engages an EAT for an Exchange, Sellers agree to transfer legal title to each individual Property for which Buyer desires to engage in an Exchange to one or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary more EATs (or subsidiaries of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignmentEATs) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 same form of a breach by the Intermediary instruments of transfer contemplated under this Agreement for transfer of legal title to Buyer. If Buyer elects to use the Buyer Qualified Intermediary or EAT in connection with an Exchange, then at the Closing the Sellers shall direct the Title Company to credit the Deposit against the Purchase Price on behalf of the EAT or the Ancillary AgreementsBuyer Qualified Intermediary. (c) In furtherance of the foregoing, Seller may proceed directly against Purchaser on the guarantee without Sellers and the need to join Buyer agree: (i) the Intermediary as Closing shall not be delayed or affected by reason of an Exchange, nor shall the consummation or accomplishment of an Exchange be a party condition precedent or condition subsequent to the action. Purchaser unconditionally waives exchanging party’s obligations under this Agreement; (ii) no party shall be required to take an assignment of the agreement for the relinquished or replacement property or be required to acquire or hold title to any defense real property for purposes of consummating an Exchange desired by the other party; (iii) the exchanging party shall pay any additional costs that it might have as guarantor that it would not otherwise have if it been incurred by the non-exchanging party had made the exchanging party not consummated the transaction through an Exchange; and (iv) the exchanging party agrees to indemnify and hold harmless the other party from and against all actual damages incurred by the other party arising from any tax deferred Exchange conducted by the exchanging party. Neither party shall by this Agreement or undertaken these representationsacquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with Section 1031 of the Code, warranties, covenants, indemnities, obligations and undertakings (as provided that each party shall reasonably cooperate with the case may be) directlyother party in furtherance of an Exchange of the exchanging party. The provisions of this Section 29 shall survive Closing.

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at At its option, Seller may assign its rights to sell the Property pursuant to this Contract to a Qualified Intermediary Trustee or Escrow Agent as those terms are defined in Treasury Regulations ss.1.1031(k)-1 or successor provisions (collectively, the "Qualified Intermediary") for the purpose of conveying the Property pursuant to a transaction which qualifies as an Exchange of Property pursuant to the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"). If Seller assigns its rights to sell the Property pursuant to this Contract to the Qualified Intermediary and Seller provides written notice of such assignment to Buyer on or prior to the date of the Closing, Buyer agrees to fully cooperate with Seller and with the Qualified Intermediary and to take all reasonable actions requested by the Qualified Intermediary or by Seller to assist Seller and the Qualified Intermediary in satisfying the requirements of Section 1031 of the Code, including satisfying any of Buyer's obligations under this Contract directly to the Qualified Intermediary. If Seller assigns its right to sell the Property pursuant to this Contract to the Qualified Intermediary, the Qualified Intermediary will direct Seller to convey the Property to Buyer on the date of Closing in accordance with the terms of this Contract. Simultaneously with the conveyance of the Property to the Buyer, Buyer shall pay the Purchase Price to the Qualified Intermediary. Buyer understands and acknowledges that a material inducement to Seller's entry into this Contract is Seller's right to structure any portion of the transactions contemplated by this Agreement transaction so as to qualify the same as a tax-free exchange an Exchange of like-kind property Property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller Code, and agrees that this Contract shall be interpreted, construed and applied in such a manner as to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of qualify the transactions by this Agreement with respect to any contemplated herein as an Exchange of the Transferred Assets contemplated to effect a like-kind exchange Property in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this AgreementCode. Accordingly, Purchaser 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 under this Agreement Buyer makes no representations and gives no warranties with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation tax effects of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination)proposed exchange transactions. Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing reimburse Buyer for any closing costs incurred by Buyer as a result of any like-kind exchange aspects transaction arranged by Seller which Buyer would have otherwise not incurred but for the Seller's structuring of the transactiontransaction as an exchange. If Purchaser is unsuccessful in its efforts Additionally, notwithstanding Seller's assignment of this Contract to structure a Qualified Intermediary, Seller shall remain fully liable to Buyer for the performance of all indemnities and other obligations hereunder and under no circumstances shall Buyer take title to any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence replacement property for Seller and Seller shall not be deemed contractually obligate itself or construed as the failure of a condition precedent Buyer to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlydo so.

Tax Deferred Exchange. Seller acknowledges the rights of PurchaserBuyer, at its optionthe request of Seller, agrees to structure any portion cooperate with Seller so that Seller may dispose of the transactions contemplated by this Agreement so as to qualify as Property in a tax-free deferred exchange of like-kind property in compliance with the provisions of pursuant to Section 1031 of the Internal Revenue Code (“Section 1031”the "EXCHANGE TRANSACTION"). In order to implement such Exchange Transaction, Seller agrees may, upon written notice to use Buyer, assign its commercially reasonable effortsrights, at Purchaser’s sole cost and expensebut not its obligations, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the a third party designated by Seller to act as a qualified intermediary (as such phrase is defined in applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”Internal Revenue Service regulations). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller Buyer agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of perform its obligations under this Agreement with respect as to any such qualified intermediary. Notwithstanding the foregoing, Buyer shall not be required, solely for the purpose of Buyer's cooperation related to Seller's Exchange Transaction, to (i) take title to or convey any real or personal property (other than the Property), (ii) execute any note or other instrument providing for personal or other liability or assume any indebtedness encumbering any real property, or (iii) incur any other cost, expense, obligation or liability whatsoever. Seller shall in all events be responsible for all incremental costs and expenses related to the Exchange Transaction, and shall fully indemnify, defend and hold Buyer harmless from and against any and all liability, claims, damages, expenses (including reasonable attorneys' fees), proceedings and causes of action of any kind or nature whatsoever actually incurred by Buyer and solely attributable to such designated Transferred Assets Exchange Transaction. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Intermediary; provided that all Ancillary AgreementsProperty to Buyer. In no event whatsoever shall the Closing be delayed because of any delay relating to the Exchange Transaction. If Seller's actions shall propose such delay, including the Asset Conveyance Documents, transaction contemplated hereby shall be proceed to close in accordance with the forms agreed to by Seller other terms and Purchaser and shall otherwise be in the forms required by the terms provisions of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if event the terms and provisions of this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 13.02 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 no further force or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyeffect.

Tax Deferred Exchange. Seller acknowledges the rights has advised Buyer of Purchaser, at its option, intention to structure any portion of the transactions contemplated by this Agreement so as seek to qualify as effect a tax-free tax deferred exchange of like-kind property in compliance with the provisions of pursuant to Section 1031 of the Code Internal Revenue Code, in connection with the conveyance of the Property (“Section 1031”or any portion thereof). If Seller is able to negotiate terms acceptable to Seller for the transfer or acquisition of an exchange property or properties, then Buyer agrees to use its commercially reasonable effortsaccommodate Seller in seeking to effect a tax deferred exchange for that property or properties. Seller shall have the right, at Purchaser’s sole cost and expenseexpressly reserved here, to reasonably cooperate to allow Purchaser to structure transfer the Property (or any portion thereof) in exchange for such exchange property or exchange properties so identified by Seller so that Seller shall become the owner of the transactions by exchange property or properties and the owner of the exchange property or properties shall become the owner of the Property (or any portion thereof) subject to all obligations of Seller hereunder. The owner of the exchange property then shall complete this Agreement Contract. In the alternative, Buyer agrees to cooperate with Seller with respect to any such exchange and agrees to execute all documentation required to effectuate such exchange, including, but not limited to, an Exchange Trust Agreement, Designation of the Transferred Assets contemplated to effect a like-kind exchange Exchange Property and Notice of Assignment of Contract of Sale For Relinquished Property in compliance accordance with the provisions of Section 1031 forms as set forth in Exhibit G annexed hereto and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreementmade a part hereof. Accordingly, Purchaser 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 under this Agreement Buyer makes no warranty whatsoever with respect to the applicable Transferred Assets qualification of the transaction for tax deferred exchange treatment under Section 1031 and Buyer shall have no responsibility, obligation or liability with respect to the tax consequences to Seller. Buyer's expenses with respect to the conveyance of the Properties shall be limited to the expenses as set forth in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” this Contract (in either event, an “Intermediary”although Buyer shall be responsible for its own attorneys' fees and expenses). The Intermediary covenants and obligations contained in this Paragraph shall survive the applicable Transferred Assets Closing. Notwithstanding the foregoing, Seller agrees that the Deed conveying title to the Property from Seller to Buyer shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, executed and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to delivered directly by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expenseaccordance with subparagraph 9(a)(i) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyherein above.

Tax Deferred Exchange. Seller acknowledges To the rights extent allowable by Law, any combination of PurchaserSellers and/or Buyer may, at its optionor before the Closing, elect to effect a tax-deferred exchange of the Assets for other qualifying properties (the “Exchange Property”) in accordance with the following: (a) In the event any Seller makes such an election prior to the Closing, such Seller may elect, by notice to Buyer delivered on or before the Closing Date, to structure have the Purchase Price payable to such Seller paid to a qualified intermediary until such Seller has designated the Exchange Property. The Exchange Property shall be designated by such Seller and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of the Code, and shall thereupon be conveyed to such Seller. In the event such Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to such Seller. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Sellers delivered on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Sellers, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Sellers and Buyer to be necessary to accomplish a tax-deferred exchange under Section 1031 of the Code, subject, however, to the limitations on costs and liabilities of Buyer and Sellers set forth below. If any portion Seller makes a tax-deferred exchange election, Buyer and the other Seller shall not be obligated to pay any additional costs or incur any additional obligations in the acquisition of the Assets. If Buyer makes a tax-deferred exchange election, no Seller shall be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated in this Agreement. Any such tax-deferred exchange election by any Party shall not affect the duties, rights or obligations of the other Parties, except as expressly set forth in this Agreement so Section 9.04. Neither Sellers nor Buyer makes any representations as to qualify as a tax-free exchange any particular tax treatment that may be afforded to the other Party by reason of like-kind property such assignment or any other actions taken in compliance connection with the provisions of exchange under Section 1031 of the Code Code. (“Section 1031”d) Should either one or both Sellers or Buyer make such an election and should the tax-deferred exchange fail or be disallowed by the Internal Revenue Service for any reason, the non-electing Party's or Parties' sole responsibility and liability to the electing Party shall be to take such actions as are required by subsections (a). Seller agrees , (b) or (c) above and such non-electing Party or Parties shall have no other responsibility or liability whatsoever to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 electing Party; and the Treasury Regulations promulgated thereunder; providedelecting Party shall release, howeverindemnify, that neither Seller nor defend and hold harmless the non-electing Party or Parties from any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordinglyresponsibility or liability related to such election except for such actions as may be required by subsections (a), Purchaser 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)b) or an “Exchange Accommodation Titleholder” (as described in Revenue Procedure 2000-37c) for the assignment of the rights of Purchaser under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyabove.

Tax Deferred Exchange. Seller acknowledges PURCHASER understands that the rights transaction contemplated hereby may be part of Purchaser, at its option, to structure any portion SELLER’s tax-deferred exchange under Section 1031 of the transactions contemplated Internal Revenue Code. PURCHASER shall provide reasonable cooperation to SELLER in connection with any desire by this Agreement so as SELLER to elect to qualify the sale of the Property or the Site as a tax-free deferred exchange of like-kind property in compliance with the provisions of under Section 1031 of the Internal Revenue Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost including execution and expense, to reasonably cooperate to allow Purchaser to structure any portion delivery of documents and instruments required by the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunderqualified intermediary; provided, however, that neither Seller nor in connection with such tax-deferred exchange (a) PURCHASER shall not incur any member cost or expense whatsoever, (b) PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be required to acquire title to any property other than the Property, (d) upon payment of the Seller Group shall have any increased obligations beyond the terms of this Agreement. AccordinglyPurchase Price hereunder, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets PURCHASER shall be designated entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be relieved or released from any liabilities or obligations hereunder. Property Total Real Property Non-Compete Goodwill Westy Self Storage - Milford 0000 Xxxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxxx 00000 138,165± rentable square feet of indoor self storage space $ 33,150,000 $ 23,205,000 $ 5,000 $ 9,940,000 The Property is legally described and/or depicted in writing by Purchaser to Seller by no later than 45 days prior to the Closing Dateattached Schedule “A-1”. PURCHASER, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documentshowever, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, review and Purchaser shall not delay, approve the Closing as a result of any like-kind exchange aspects attached legal descriptions following PURCHASER’s receipt of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement updated title commitment and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyupdated survey.

Tax Deferred Exchange. (a) Seller acknowledges the rights has advised Buyer of Purchaser, at its option, intention to structure any portion of the transactions contemplated by this Agreement so as effect tax deferred exchanges pursuant to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Internal Revenue Code (“Section 1031”)in connection with the sale of the Interests in one or more of the Companies. Seller may assign all or part of its rights under this Agreement to a Qualified Intermediary of Seller’s choice for the purpose of completing such exchanges. Buyer agrees to use its commercially reasonable efforts, at Purchaser’s sole cost cooperate with Seller and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement Qualified Intermediary with respect to any of the Transferred Assets contemplated such exchange and agrees to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunderexecute all documentation required to effectuate such exchange; provided, however, that neither Seller nor any member that: (a) Buyer shall not incur additional liability or costs as a consequence of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediaryexchange activities; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expenseb) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser Buyer shall not have the right be obligated to delay, and Purchaser shall not delayor agree to the delay of, the Closing as a result of Seller’s contemplated exchange activities; and (c) Seller shall indemnify and hold Buyer harmless from any like-kind exchange aspects and all liability, claims, losses or actions which Buyer incurs or to which Buyer may be exposed as a result of Buyer’s participation in the contemplated exchange. Buyer makes no warranty whatsoever with respect to the qualification of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchangetransaction for tax deferred exchange treatment under Section 1031 and Buyer shall have no responsibility, such occurrence shall not be deemed obligation or construed as the failure of a condition precedent liability with respect to the Parties’ obligations under this tax consequences to Seller. This Agreement and in such case, Closing shall proceed as if this Section 9.12 were is not included in this Agreementsubject to or contingent upon Seller’s ability to effectuate a contemplated exchange. In the event Purchaser designates a party or entity any exchange contemplated by Seller should fail to serve as an Intermediaryoccur, Purchaser shall unconditionally guarantee for whatever reason, the full and timely performance by the Intermediary of each and every one sale of the representations, warranties, covenants, indemnities, obligations and undertakings Interests shall nonetheless be consummated as otherwise provided in this Agreement. (b) In the event that Buyer wishes to enter into a Section 1031 tax deferred exchange in connection with the Interests in one or more of the Intermediary Companies, Sellers agree to cooperate with Buyer in connection with such exchange, including the execution of such documents as may be reasonably necessary to effectuate the same provided that: (as the successor Purchaser, hereunder, by assignmenta) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser Sellers shall be treated not incur any additional liability or cost as a primary obligor consequence of Buyer's exchange activities; (b) Sellers shall not be obligated to delay, or agree to the delay of, the Closing as a result of Buyer's contemplated exchange; and (c) Buyer shall indemnify and hold Sellers harmless from any and all liabilities claims, losses or actions which Sellers incur or to which Sellers may be exposed as a result of Sellers’ participation in the contemplated exchange. Sellers makes no warranty whatsoever with respect to such representationsthe qualification of the transaction for tax deferred exchange treatment under Section 1031 and Sellers shall have no responsibility, warranties, covenants, indemnities, obligations and undertakings (as obligation or liability with respect to the case may be), and, in tax consequences to Buyer. This Agreement is not subject to or contingent upon Buyer's ability to effectuate a contemplated exchange. In the event any exchange contemplated by Buyer should fail to occur, for whatever reason, the sale of a breach by the Intermediary under Interests shall nonetheless be consummated as otherwise provided herein this Agreement or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyAgreement.

Tax Deferred Exchange. Either or both Buyer and Seller acknowledges the rights of Purchasermay, at its optionor before the Closing, elect to effect a tax-deferred exchange of the Assets for other qualifying properties (hereinafter collectively called the “Exchange Property”) in accordance with the following: (a) In the event Seller makes such an election prior to the Closing, Seller may elect, by notice to Buyer delivered on or before the Closing Date, to structure have the Purchase Price paid to a qualified intermediary until Seller has designated the Exchange Property. The Exchange Property shall be designated by Seller and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of the Internal Revenue Code, and shall thereupon be conveyed to Seller. In the event Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to Seller. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Seller delivered on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Seller, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Seller and Buyer to be necessary to accomplish a tax deferred exchange under Section 1031 of the Internal Revenue Code, subject, however, to the limitations on costs and liabilities of Buyer and Seller set forth below. If Seller makes a tax deferred exchange election, Buyer shall not be obligated to pay any portion additional costs or incur any additional obligations in the acquisition of the Assets. If Buyer makes a tax deferred exchange election, Seller shall not be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In Any such tax deferred exchange election by either Party shall not affect the event Purchaser designates a party duties, rights or entity to serve obligations of the Parties except as expressly set forth in this Section 15.16. (d) Should either Seller or Buyer make such an Intermediary, Purchaser shall unconditionally guarantee election and should the full and timely performance tax deferred exchange fail or be disallowed by the Intermediary of each Internal Revenue Service for any reason, the non-electing party’s sole responsibility and every one of liability to the representationselecting party shall be to take such actions as are required by subsections (a), warranties, covenants, indemnities, obligations (b) or (c) above and undertakings of such non-electing party shall have no other responsibility or liability whatsoever to the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement electing party; and the Ancillary Agreements. As such guarantorelecting party shall release, Purchaser shall be treated as a primary obligor with respect indemnify, defend and hold harmless the non-electing party from any cost, responsibility or liability related to such representations, warranties, covenants, indemnities, obligations and undertakings election except for such actions as may be required by subsections (as the case may bea), and, in the event of a breach by the Intermediary under this Agreement (b) or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may bec) directlyabove.

Tax Deferred Exchange. Seller acknowledges the rights or an affiliate may desire to dispose of Purchaser, at its option, to structure any all or a portion of the transactions contemplated by this Agreement so as to qualify as Property through a taxtax deferred exchange which qualifies for non-free exchange recognition of like-kind property in compliance with the provisions of gain under Section 1031 of the Code Internal Revenue Code. Buyer shall cooperate with Seller in attempting to effectuate such exchange, including the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (“Section 1031”i) Buyer shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Buyer shall not be obligated to take title to any real property (other than the Property), (iii) the Closing Date shall not be extended as a result of the exchange, without Buyer’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 Seller. Seller agrees to use its commercially reasonable effortsshall indemnify and hold Buyer harmless from and against all claims, at Purchaser’s sole cost demands, actions, proceedings, damages, losses, liabilities, costs and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions expenses resulting from such tax deferred exchange by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller. Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser may enter into a written exchange agreement or assignment agreement at any time prior to Closing with a “Qualified Intermediary” substitute an 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”)) to act in place of Seller as the seller of the Property. The Buyer shall accept the Property and all other required performance from Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s its performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall . Performance by Intermediary will be in the forms agreed to treated as performance by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination)Seller. Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee guarantees the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary AgreementsIntermediary. As such guarantor, Purchaser Seller shall be treated as a primary obligor with respect to such these representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be)undertakings, and, in the event of a breach by the Intermediary under this Agreement or the Ancillary Agreementsbreach, Seller Buyer may proceed directly against Purchaser Seller, subject to the terms and conditions of this Agreement, on the this guarantee without the need to join the Intermediary as a party to the actionany action against Seller. Purchaser Seller 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 directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (as whether the case may be) directlyrepresentation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Buyer’s exclusive recourse shall be against Seller in accordance with the terms of this Agreement and Buyer shall have no recourse of any type against Intermediary arising from this transaction. Notwithstanding the foregoing, any tax deferred exchange by Seller shall not delay the Closing nor obligate Buyer to execute any document other than a simple consent.

Tax Deferred Exchange. Either or both Buyer and Seller acknowledges the rights of Purchasermay, at its optionor before the Closing, elect to effect a tax-deferred exchange of the Assets for other qualifying properties (hereinafter collectively called the “Exchange Property”) in accordance with the following: (a) In the event Seller makes such an election prior to the Closing, Seller may elect by notice to the Buyer delivered on or before the Closing Date to have the Purchase Price paid to a qualified intermediary until the Seller has designated the Exchange Property. The Exchange Property shall be designated by Seller and acquired by the qualified intermediary within the time periods prescribed in Section 103(a)(3) of the Internal Revenue Code, and shall thereupon be conveyed to Seller. In the event Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to Seller. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Seller delivered on or before the Closing Date, to structure have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Seller, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Seller and Buyer to be necessary to accomplish a tax deferred exchange under Section 1031 of the Internal Revenue Code subject, however, to the limitations on costs and liabilities of Buyer and Seller set forth below. If Seller makes a tax deferred exchange election, Buyer shall not be obligated to pay any portion additional costs or incur any additional obligations in the acquisition of the Assets. If Buyer makes a tax deferred exchange election, Seller shall not be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In Any such tax deferred exchange election by either party shall not affect the event Purchaser designates a party duties, rights or entity to serve obligations of the parties except as expressly set forth in this Section 10. (d) Should either Seller or Buyer make such an Intermediary, Purchaser shall unconditionally guarantee election and should the full and timely performance tax deferred exchange fail or be disallowed by the Intermediary of each Internal Revenue Service for any reason, the non-electing party’s sole responsibility and every one of liability to the representationselecting party shall be to take such actions as are required by subsections (a), warranties, covenants, indemnities, obligations (b) or (c) above and undertakings of such non-electing party shall have no other responsibility or liability whatsoever to the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement electing party; and the Ancillary Agreements. As such guarantorelecting party shall release, Purchaser shall be treated as a primary obligor with respect indemnify, defend and hold harmless the non-electing party from any responsibility or liability related to such representations, warranties, covenants, indemnities, obligations and undertakings election except for such actions as may be required by subsections (as the case may bea), and, in the event of a breach by the Intermediary under this Agreement (b) or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may bec) directlyabove.

Tax Deferred Exchange. Seller acknowledges PURCHASER understands that the rights transaction contemplated hereby may be part of Purchaser, at its option, to structure any portion SELLER’s tax-deferred exchange under Section 1031 of the transactions contemplated Internal Revenue Code. PURCHASER shall provide reasonable cooperation to SELLER in connection with any desire by this Agreement so as SELLER to elect to qualify the sale of the Property or the Site as a tax-free deferred exchange of like-kind property in compliance with the provisions of under Section 1031 of the Internal Revenue Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost including execution and expense, to reasonably cooperate to allow Purchaser to structure any portion delivery of documents and instruments required by the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunderqualified intermediary; provided, however, that neither Seller nor in connection with such tax-deferred exchange (a) PURCHASER shall not incur any member cost or expense whatsoever, (b) PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be required to acquire title to any property other than the Property, (d) upon payment of the Seller Group shall have any increased obligations beyond the terms of this Agreement. AccordinglyPurchase Price hereunder, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets PURCHASER shall be designated entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be relieved or released from any liabilities or obligations hereunder. Property Total Real Property Non-Compete Goodwill Westy Self Storage - Danbury $ 28,250,000 $ 19,775,000 $ 5,000 $ 8,470,000 00-00 Xxxxxxx Xxxxxx and 00-00 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxx 00000 101,488± rentable square feet of indoor self storage space The Property is legally described and/or depicted in writing by Purchaser to Seller by no later than 45 days prior to the Closing Dateattached Schedule “A-1”. PURCHASER, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documentshowever, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, review and Purchaser shall not delay, approve the Closing as a result of any like-kind exchange aspects attached legal descriptions following PURCHASER’s receipt of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement updated title commitment and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyupdated survey.

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at At its option, Purchaser may assign its rights to structure any portion of purchase the transactions contemplated by Property pursuant to this Agreement so to a Qualified Intermediary Trustee or Escrow Agent as those terms are defined in Treasury Regulations ss.1.1031(k)-1 or successor provisions (collectively, the "QUALIFIED INTERMEDIARY") for the purpose of conveying the Property pursuant to qualify a transaction which qualifies as a tax-free exchange an Exchange of like-kind property in compliance with Property pursuant to the provisions of Section 1031 of the Internal Revenue Code (“Section 1031”the "Code"). If Purchaser assigns its rights to purchase the Property pursuant to this Agreement to the Qualified Intermediary and Purchaser provides written notice of such assignment to Purchaser on or prior to the date of the Closing, Seller agrees to use its commercially fully cooperate with Purchaser and with the Qualified Intermediary and to take all reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow actions requested by the Qualified Intermediary or by Purchaser to structure any portion of assist Purchaser and the transactions by this Agreement with respect to any of Qualified Intermediary in satisfying the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions requirements of Section 1031 and of the Treasury Regulations promulgated thereunderCode, including satisfying any of Seller's obligations under this Agreement directly to the Qualified Intermediary. If Purchaser assigns its right to sell the Property pursuant to this Agreement to the Qualified Intermediary, the Qualified Intermediary will direct Seller to convey the Property to Qualified Intermediary on the date of Closing in accordance with the terms of this Agreement; provided, however, the Qualified Intermediary shall take such action as is necessary to allow Purchaser to execute and deliver the Lease at Closing, so that neither Seller nor any member the Lease and the obligations of the Seller Group landlord thereunder shall have any increased obligations beyond be valid, binding and enforceable against Purchaser. Simultaneously with the terms conveyance of this Agreement. Accordinglythe Property to Qualified Intermediary, Purchaser may enter into a written exchange agreement or assignment agreement at any time prior shall pay the Purchase Price 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 under this Agreement Seller. Seller makes no representations and gives no warranties with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation tax effects of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Dateproposed exchange transactions. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing reimburse Seller for any closing costs incurred by Seller as a result of any like-kind exchange aspects transaction arranged by Purchaser, which Seller would have otherwise not incurred but for Purchaser's structuring of the transactiontransaction as an exchange. If Purchaser is unsuccessful in its efforts to structure any Additionally, notwithstanding Purchaser's assignment of the transactions contemplated by this Agreement as part of to a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Qualified Intermediary, Purchaser shall unconditionally guarantee remain fully liable to Seller for the full performance of all indemnities and timely performance by the Intermediary of each other obligations hereunder and every one of the representations, warranties, covenants, indemnities, obligations under no circumstances shall Seller take title to any replacement property for Purchaser and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser shall be treated as a primary obligor with respect not contractually obligate itself or Seller 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlydo so.

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at At its option, Seller may assign its rights to sell the Property pursuant to this Contract to a Qualified Intermediary Trustee or Escrow Agent as those terms are defined in Treasury Regulations ss.1 .1031 (k)- l or successor provisions (collectively, the "Qualified Intermediary") for the purpose of conveying the Property pursuant to a transaction which qualifies as an Exchange of Property pursuant to the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"). If Seller assigns its rights to sell the Property pursuant to this Contract to the Qualified Intermediary and Seller provides written notice of such assignment to Buyer on or prior to the date of the Closing, Buyer agrees to fully cooperate with Seller and with the Qualified Intermediary and to take all reasonable actions requested by the Qualified Intermediary or by Seller to assist Seller and the Qualified Intermediary in satisfying the requirements of Section 1031 of the Code, including satisfying any of Buyer's obligations under this Contract directly to the Qualified Intermediary. If Seller assigns its right to sell the Property pursuant to this Contract to the Qualified Intermediary, the Qualified Intermediary will direct Seller to convey the Property to Buyer on the date of Closing in accordance with the terms of this Contract. Simultaneously with the conveyance of the Property to the Buyer, Buyer shall pay the Purchase Price to the Qualified Intermediary. Buyer understands and acknowledges that a material inducement to Seller's entry into this Contract is Seller's right to structure any portion of the transactions contemplated by this Agreement transaction so as to qualify the same as a tax-free exchange an Exchange of like-kind property Property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller Code, and agrees that this Contract shall be interpreted, construed and applied in such a manner as to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of qualify the transactions by this Agreement with respect to any contemplated herein as an Exchange of the Transferred Assets contemplated to effect a like-kind exchange Property in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this AgreementCode. Accordingly, Purchaser 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 under this Agreement Buyer makes no representations and gives no warranties with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation tax effects of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination)proposed exchange transactions. Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing reimburse Buyer for any closing costs incurred by Buyer as a result of any like-kind exchange aspects transaction arranged by Seller which Buyer would have otherwise not incurred but for the Seller's structuring of the transactiontransaction as an exchange. If Purchaser is unsuccessful in its efforts Additionally, notwithstanding Seller's assignment of this Contract to structure a Qualified Intermediary, Seller shall remain fully liable to Buyer for the performance of all indemnities and other obligations hereunder and under no circumstances shall Buyer take title to any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence replacement property for Seller and Seller shall not be deemed contractually obligate itself or construed as the failure of a condition precedent Buyer to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlydo so.

Tax Deferred Exchange. Seller acknowledges the rights or an affiliate of Purchaser, at its option, Seller may desire to structure any portion dispose of the transactions contemplated by this Agreement so as to qualify as Property through a taxtax deferred exchange which qualifies for non-free exchange recognition of like-kind property in compliance with the provisions of gain under Section 1031 of the Code Internal Revenue Code. Buyer shall cooperate with Seller in attempting to effectuate such exchange, including the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (“Section 1031”i) Buyer shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Buyer shall not be obligated to take title to any real property (other than the Property), (iii) the Closing Date shall not be extended as a result of the exchange, without Buyer’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 Seller. Seller agrees to use its commercially reasonable effortsshall indemnify and hold Buyer harmless from and against all claims, at Purchaser’s sole cost demands, actions, proceedings, damages, losses, liabilities, costs and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions expenses resulting from such tax deferred exchange by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller. Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser may enter into a written exchange agreement or assignment agreement at any time prior to Closing with a “Qualified Intermediary” substitute an 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”)) to act in place of Seller as the seller of the Property. The Buyer shall accept the Property and all other required performance from Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s its performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall . Performance by Intermediary will be in the forms agreed to treated as performance by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination)Seller. Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee guarantees the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary AgreementsIntermediary. As such guarantor, Purchaser Seller shall be treated as a primary obligor with respect to such these representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be)undertakings, and, in the event of a breach by the Intermediary under this Agreement or the Ancillary Agreementsbreach, Seller Buyer may proceed directly against Purchaser Seller, subject to the terms and conditions of this Agreement, on the this guarantee without the need to join the Intermediary as a party to the actionany action against Seller. Purchaser Seller 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 directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (as whether the case may be) directlyrepresentation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Buyer’s exclusive recourse shall be against Seller in accordance with the terms of this Agreement and Buyer shall have no recourse of any type against Intermediary arising from this transaction.

Tax Deferred Exchange. Seller acknowledges PURCHASER understands that the rights transaction contemplated hereby may be part of Purchaser, at its option, to structure any portion SELLER’s tax-deferred exchange under Section 1031 of the transactions contemplated Internal Revenue Code. PURCHASER shall provide reasonable cooperation to SELLER in connection with any desire by this Agreement so as SELLER to elect to qualify the sale of the Property or the Site as a tax-free deferred exchange of like-kind property in compliance with the provisions of under Section 1031 of the Internal Revenue Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost including execution and expense, to reasonably cooperate to allow Purchaser to structure any portion delivery of documents and instruments required by the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunderqualified intermediary; provided, however, that neither Seller nor in connection with such tax-deferred exchange (a) PURCHASER shall not incur any member cost or expense whatsoever, (b) PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be required to acquire title to any property other than the Property, (d) upon payment of the Seller Group Purchase Price hereunder, PURCHASER shall be entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be relieved or released from any liabilities or obligations hereunder. SCHEDULE A TO PURCHASE AGREEMENT DESCRIPTION OF REAL ESTATE AND ALLOCATION OF PRICE Property Total Real Property Non-Compete Goodwill Westy Self Storage - Milford 0000 Xxxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxxx 00000 138,165± rentable square feet of indoor self storage space $ 33,150,000 $ 23,205,000 $ 5,000 $ 9,940,000 The Property is legally described and/or depicted in attached Schedule “A-1”. PURCHASER, however, shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser may enter into a written exchange agreement or assignment agreement at any time prior right 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 review and approve the assignment attached legal descriptions following PURCHASER’s receipt of the rights updated title commitment and updated survey. SCHEDULE A-1 TO PURCHASE AGREEMENT [Legal Description] A certain piece or parcel of Purchaser under this Agreement with respect land situated in the Town of Milford, County of New Haven and State of Connecticut containing 201,918 Square Feet or 4.64 Acres and being shown a a map entitled: “Existing Conditions, Property of Yellow Properties, Inc., 0000 Xxxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx”, prepared by Xxxxxxx-Xxxxxxx Design Group. 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxx, 00000. dated December 26. 1995, revised January 8, 1997, February 12, 1997, and January 26, 1998) and being more particularly bounded and described as follows: Beginning at a concrete monument on the southerly highway line of Boston Post Road (U.S. Route 1 ), said monument being at the division line of land now or formerly Xxxx Chemock and land now or formerly Yellow Properties, Inc. and said monument being the northeasterly corner of the herein described parcel of land: Thence running S 39”-57’-00” E approximately 437.4 feet along land now or formerly Xxxx Chemock to a point; Thence running in a southerly direction approximately 317 feet along the Indian River to a point; Thence running N 78°-38’-24” W approximately 117.1 feet to a point, S 64”-25’-59” W 128.77 feet all along the northerly streetline of Roses Mill Road to a point, Thence running N 28°-15’-51” W 395.58 feet along land now or formerly Xxx X. Xxxxxxxx to an iron pin; Thence running N 42°-09’-09” E 385.26 feel along the southerly highway line of Boston Post Road (U.S. Route 1) to the applicable Transferred Assets point and place of beginning. AND A certain piece or parcel of land situated in whole the Town of Milford, County of New Haven and State of Connecticut containing 19,913 Square Feet or in part to such 0.457 Acres and being shown on a map entitled: “Qualified IntermediaryProperty Survey Showing Land of Yellow Properties, Inc., Roses Mill Road, Milford, Connecticut” Scale: I”=20’; Dated: January 6, 1997 and Prepared by Xxxxxxx-Xxxxxxx Design Group and being more particularly bounded and described as follows: Beginning at a point on the southerly streetline of Roses Mill Road, said point being at the division line of land now or “Exchange Accommodation Titleholderformerly Mill Properties, Inc. and land now or formerly Yellow Properties, Inc., and said point being N 32°-15’-28” (in either event, W 2.32 feet from an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior iron pin; Thence running along a curve to the Closing Dateright having a radius of 630.00 feet, central angle of 17°-07’-12”, length of 188.25 feet and Seller agrees a chord bearing S 88°-14’-28” E 187.55 feel along the southerly streetline of Roses Mill Road to sign a point; Thence running in a southeasterly direction approximately 44 feet along the southerly streetline of Roses Mill Road to a point; Thence running in a southeasterly direction approximately 23 feet along the east bank of the Indian River and deliver land now or formerly Department of Environmental Protection to a written instrument (point; Thence running S 51 °-50’-21” W approximately 160 feet along land now or formerly Mill Properties, Inc. to an iron pin; Thence running N 32°-15’-28” W 180.57 feet along land now or formerly Mill Properties, Inc. to the point and place of beginning. SCHEDULE B TO PURCHASE AGREEMENT [Personal Property] A list shall be prepared by Purchaser) acknowledging Seller and Purchaser for attachment to the designation Xxxx of the Intermediary Sale SCHEDULE “C” TO PURCHASE AGREEMENT Intentionally Omitted. SCHEDULE “D” TO PURCHASE AGREEMENT FORM OF XXXX OF SALE (“Seller”), for good and the assignment valuable consideration paid by SOVRAN ACQUISITION LIMITED PARTNERSHIP (“Buyer”), does hereby sell, grant, transfer, assign and convey to Buyer all of the Seller’s right, title and interest of Purchaser with respect in and to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation all of the Intermediary following personal property owned by PurchaserSeller that is located at, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunderor used in connection with, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, self storage facilities and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreementsreal located at (“Property”), including the Asset Conveyance Documents“Personal Property”: 1. All items listed in attached Schedule A; 2. To the extent assignable, shall be all existing permits, approvals and licenses, including, without limitation, all use permits, variances, certificates of occupancy, building and other operating permits, franchise rights, construction permits, business registration and other occupancy permits, computer software licenses and other licenses related to or used in connection with the existing business operation on the Property; and 3. To the extent assignable, all existing guaranties and warranties (express or implied), if any, issued in connection with the construction, alteration, maintenance and repair of the Property. Plans and specifications all specifically excluded from this assignment. Notwithstanding anything to the contrary herein, and except as set forth in the forms agreed to Sovran Lease, Buyer is not assuming, nor is Buyer liable for, any liability or obligation of Seller of any kind or nature whatsoever (whether accrued, absolute, contingent or otherwise), and Seller shall remain solely responsible for, all of Seller’s (and each of those persons and entities comprising Seller) liabilities and obligations (a) not expressly assumed by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days Buyer and/or (b) arising or accruing prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of date that Buyer acquires title to the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination)Property. Seller shall have 10 days to review such purchase price. The parties shall cooperate warrants that it owns the Personal Property in good faith to agree on such purchase price prior its entirety, that there are no liens or encumbrances affecting the Personal Property, and that it is transferring title to the Closing DatePersonal Property free and clear of all such liens and encumbrances. Purchaser shall not have Except for and subject to the right representations and warranties set forth in the Lease dated as of , 201 to delay, which Seller and Purchaser shall not delayBuyer are parties, the Closing Personal Property is being conveyed “As Is” and “With All Faults”, without any representations or warranties as to condition, merchantability or fitness for a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed particular purpose or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyotherwise.

Tax Deferred Exchange. Either or both Buyer or Seller acknowledges the rights of Purchasermay, at its optionor before the Closing, elect to affect a tax-deferred exchange of the Assets for other qualifying properties (hereinafter collectively called the “Exchange Property”) in accordance with the following: (a) In the event Seller makes such an election prior to the Closing, Seller may elect, by notice to Buyer delivered on or before the Closing Date, to structure have the Purchase Price paid to a qualified intermediary until Seller has designated the Exchange Property. The Exchange Property shall be designated by Seller and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of the Internal Revenue Code, and shall thereupon be conveyed to Seller. In the event Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to Seller. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Seller delivered on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Seller, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Seller and Buyer to be necessary to accomplish a tax deferred exchange under Section 1031 of the Internal Revenue Code, subject, however, to the limitations on costs and liabilities of Buyer and Seller set forth below. If Seller makes a tax deferred exchange election, Buyer shall not be obligated to pay any portion additional costs or incur any additional obligations in the acquisition of the Assets. If Buyer makes a tax deferred exchange election, Seller shall not be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In Any such tax deferred exchange election by either Party shall not affect the event Purchaser designates a party duties, rights or entity to serve obligations of the Parties except as expressly set forth in this Section 9.03. (d) Should either Seller or Buyer make such an Intermediary, Purchaser shall unconditionally guarantee election and should the full and timely performance tax deferred exchange fail or be disallowed by the Intermediary of each Internal Revenue Service for any reason, the non-electing Party’s sole responsibility and every one of liability to the representationselecting Party shall be to take such actions as are required by Subsections (a), warranties, covenants, indemnities, obligations (b) or (c) above and undertakings of such non-electing Party shall have no other responsibility or liability whatsoever to the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement electing Party; and the Ancillary Agreements. As such guarantorelecting Party shall release, Purchaser shall be treated as a primary obligor with respect indemnify, defend and hold harmless the non-electing Party from any responsibility or liability related to such representations, warranties, covenants, indemnities, obligations and undertakings election except for such actions as may be required by Subsections (as the case may bea), and, in the event of a breach by the Intermediary under this Agreement (b) or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may bec) directlyabove.

Tax Deferred Exchange. (a) Seller acknowledges the rights of Purchaser, at its option, to structure any portion of the transactions contemplated by has executed this Agreement so for the purpose of exchanging the Real Estate for real estate referred to herein as to qualify “Replacement Property,” as a tax-free exchange of like-kind property that term is used in compliance with the provisions of Section 1031 of the Code (Internal Revenue Code, and does not intend to transfer the Real Estate through direct sale, but intends to assign Seller’s interest as Seller under this Agreement to an exchange intermediary serving as a “Qualified Intermediary” to facilitate a tax-deferred exchange of real estate under said Section 1031”). Seller therefore reserves the right to assign Seller’s interest in this Agreement and to assign Seller’s right to sell and exchange for Replacement Property the Real Estate to such Qualified Intermediary. Seller may, in its discretion, transfer the Real Estate to Purchaser through direct sale and not as part of a tax-deferred exchange. (b) Purchaser agrees that Seller may assign this Agreement and the rights and obligations of Seller hereunder to an exchange intermediary of Seller’s choice, and Purchaser agrees to use its commercially reasonable efforts, at Purchaser’s sole cost cooperate with Seller in such assignment and expense, in allowing Seller to reasonably cooperate to allow Purchaser to structure any portion qualify this transaction as a part of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereundersuch tax deferred exchange; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right be required to delay, and Purchaser shall not delay, the Closing incur additional expense as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement to cooperate with Seller in the structuring of this transaction as a part of a liketax-kind deferred exchange, such occurrence and if the cooperation of Purchaser causes Purchaser to incur or pay additional expense in excess of that which would have been incurred by Purchaser if this transaction were completed as a simple sale and purchase between Seller and Purchaser, then Seller shall not reimburse Purchaser for the reasonable additional expenses incurred. (c) Subject to the requirements of Section 1031 of the Internal Revenue Code, nothing within this Section shall be deemed construed to prohibit a direct conveyance from Seller to Purchaser (or construed Purchaser’s nominee) at the direction of the Qualified Intermediary selected by Seller. Seller assumes all responsibility for causing to be prepared all documents and for giving of all notices required in order that the transaction may be qualified as the failure a part of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary tax-deferred exchange for benefit of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlySeller.

Tax Deferred Exchange. Seller acknowledges PURCHASER understands that the rights transaction contemplated hereby may be part of Purchaser, at its option, to structure any portion SELLER’s tax-deferred exchange under Section 1031 of the transactions contemplated Internal Revenue Code. PURCHASER shall provide reasonable cooperation to SELLER in connection with any desire by this Agreement so as SELLER to elect to qualify the sale of the Property or the Site as a tax-free deferred exchange of like-kind property in compliance with the provisions of under Section 1031 of the Internal Revenue Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost including execution and expense, to reasonably cooperate to allow Purchaser to structure any portion delivery of documents and instruments required by the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunderqualified intermediary; provided, however, that neither Seller nor in connection with such tax-deferred exchange (a) PURCHASER shall not incur any member cost or expense whatsoever, (b) PURCHASER shall make no warranty or representation whatsoever concerning such tax-deferred exchange, including without limitation, the tax qualification or ramification thereof, (c) PURCHASER shall not be required to acquire title to any property other than the Property, (d) upon payment of the Seller Group shall have any increased obligations beyond the terms of this Agreement. AccordinglyPurchase Price hereunder, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets PURCHASER shall be designated entitled to acquire the Property without condition, (e) PURCHASER shall incur absolutely no liability or obligation except as expressly set forth herein and (f) SELLER shall not be relieved or released from any liabilities or obligations hereunder. Property Total Real Property Non-Compete Goodwill Westy Self Storage - Farmingdale $ 25,650,000 $ 19,955,000 $ 5,000 $ 7,690,000 Xxxxxxxxxxx, Xxx Xxxx 00000 96,397± rentable square feet of indoor self storage space The Property is legally described and/or depicted in writing by Purchaser to Seller by no later than 45 days prior to the Closing Dateattached Schedule “A-1”. PURCHASER, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documentshowever, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, review and Purchaser shall not delay, approve the Closing as a result of any like-kind exchange aspects attached legal descriptions following PURCHASER’s receipt of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement updated title commitment and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyupdated survey.

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at its option, may desire to structure any portion dispose of the transactions contemplated by this Agreement so as to qualify as Property through a taxtax deferred exchange which qualifies for non-free exchange recognition of like-kind property in compliance with the provisions of gain under Section 1031 of the Code Internal Revenue Code. Buyer shall cooperate with Seller in attempting to effectuate such exchange, including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (“Section 1031”i) Buyer shall not incur any additional liability in connection with an exchange for the benefit of Seller, (ii) Buyer shall not be obligated to take title to any real property (other than the Property). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion (iii) the date of Closing shall not be extended as a result of the transactions exchange, without Buyer's prior written consent, and (iv) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys' fees, brokers' commissions and other transaction related expenses shall be paid for by this Agreement with respect Seller. Buyer and Seller further agree that Seller may substitute an intermediary ("Intermediary") to any act in place of Seller as the seller of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”)Property. The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the IntermediarySeller. Upon designation identification of the Intermediary by PurchaserIntermediary, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser Seller as the purchaser under this Agreement with respect to only such designated Transferred Assetsseller of the Property. Buyer agrees that performance by Intermediary will be treated as performance by Seller. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser shall be treated as a primary obligor with respect to such representations, warranties, covenants, indemnities, obligations and undertakings (as the case may be)undertakings, and, in the event of a breach by the Intermediary under this Agreement or the Ancillary Agreementsbreach, Seller Buyer may proceed directly against Purchaser Seller on the this guarantee without the need to join the Intermediary as a party to the actionany action against Seller. Purchaser Seller 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 directly. In the event of the breach of any representations, warranties, covenants, obligations and undertakings by Seller or Intermediary or in the event of any claim upon any indemnity of Seller or Intermediary (as whether the case may be) directlyrepresentation, warranty, covenant, indemnity, obligation or undertaking is express or implied), Buyer's exclusive recourse shall be against the Seller and Buyer shall have no recourse of any type against the Intermediary arising from this transaction.

Tax Deferred Exchange. In the event Buyer so elects, Seller acknowledges the rights of Purchaser, at its option, agrees to structure any portion of the transactions contemplated by this Agreement so as to qualify as cooperate with Buyer in effectuating a tax-free deferred exchange of like-kind property in compliance with the provisions of under Section 1031 of the Internal Revenue Code of 1986, as amended, including all regulations promulgated thereunder (the “Section 1031Code”). Buyer shall have the right to elect a tax-deferred exchange by giving Seller notice of such election (including the name of the proposed qualified intermediary and drafts of any proposed exchange documents) prior to the Contingency Date. If Buyer so elects to effectuate a tax-deferred exchange, Seller agrees to use execute such escrow instructions, documents, agreements, or instruments to effectuate an exchange as Seller may reasonably request, it being understood that Seller shall not be required to incur any additional costs, expenses, fees or liabilities, not reimbursed or indemnified by Buyer, as a result of or connected with an exchange. In no event shall Seller be required to acquire title to other real property as a consequence of Buyer’s election to effectuate an exchange. Buyer may assign its commercially reasonable efforts, at Purchaser’s sole cost rights and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of delegate its duties under this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to a “qualified intermediary,” as defined under the Code, in order to effectuate such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either eventexchange, an “Intermediary”). The Intermediary and the applicable Transferred Assets thereafter such assignee will exercise and perform Buyer’s rights and duties under this Agreement; provided, that Buyer shall be designated in writing by Purchaser remain liable and responsible to Seller by no later than 45 days prior to for the Closing Datefull and prompt performance of those rights and duties, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided further that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, reasonably approve or disapprove of a “qualified intermediary,” including the Closing as a result right to disapprove of any like-kind proposed qualified intermediary with whom Seller has a conflict of interest. Buyer shall indemnify and hold Seller and its Affiliates harmless from and against all Claims made or incurred resulting from Buyer’s participation in any exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) undertaken pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyParagraph.

Tax Deferred Exchange. Seller acknowledges the rights of PurchaserEither or both Buyer and/or Sellers may, at its optionor before the Closing, elect to affect a tax-deferred exchange of the Assets for other qualifying properties (hereinafter collectively called the “Exchange Property”) in accordance with the following: (a) In the event Sellers make such an election prior to the Closing, Sellers may elect, by notice to Buyer delivered on or before the Closing Date, to structure have the Purchase Price paid to a qualified intermediary until Sellers have designated the Exchange Property. The Exchange Property shall be designated by Sellers and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of the Internal Revenue Code, and shall thereupon be conveyed to Sellers. In the event Sellers fail to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to Sellers. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Sellers delivered on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Sellers, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Sellers and Buyer to be necessary to accomplish a tax deferred exchange under Section 1031 of the Internal Revenue Code, subject, however, to the limitations on costs and liabilities of Buyer and Sellers set forth below. If Sellers makes a tax deferred exchange election, Buyer shall not be obligated to pay any portion additional costs or incur any additional obligations in the acquisition of the Assets. If Buyer makes a tax deferred exchange election, Sellers shall not be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In Any such tax deferred exchange election by either Party shall not affect the event Purchaser designates a party duties, rights or entity to serve obligations of the Parties except as expressly set forth in this Section 9.03. Should either Sellers or Buyer make such an Intermediary, Purchaser shall unconditionally guarantee election and should the full and timely performance tax deferred exchange fail or be disallowed by the Intermediary of each Internal Revenue Service for any reason, the non-electing party’s sole responsibility and every one of liability to the representationselecting party shall be to take such actions as are required by subsections (a), warranties, covenants, indemnities, obligations (b) or (c) above and undertakings of such non-electing party shall have no other responsibility or liability whatsoever to the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement electing party; and the Ancillary Agreements. As such guarantorelecting party shall release, Purchaser shall be treated as a primary obligor with respect indemnify, defend and hold harmless the non-electing party from any responsibility or liability related to such representations, warranties, covenants, indemnities, obligations and undertakings election except for such actions as may be required by subsections (as the case may bea), and, in the event of a breach by the Intermediary under this Agreement (b) or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may bec) directlyabove.

Tax Deferred Exchange. Seller acknowledges and Buyer shall cooperate in the rights event Seller elects to engage in a tax deferred exchange of Purchaserthe Assets for other qualifying properties as more particularly set forth in herein, Seller may, at its optionor before the Closing, elect to affect a tax-deferred exchange of the Assets for other qualifying properties (hereinafter collectively called the “Exchange Property”) in accordance with the following: (a) In the event Seller makes such an election prior to the Closing, Seller may elect, by notice to Buyer delivered on or before the Closing Date, to structure have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (b) The rights and responsibilities of Seller, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Seller and Buyer to be necessary to accomplish a tax deferred exchange under Section 1031 of the Internal Revenue Code, subject, however, to the limitations on costs and liabilities of Buyer set forth below. If Seller makes a tax deferred exchange election, Buyer shall not be obligated to pay any portion additional costs or incur any additional obligations in the consummation of the transactions contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In Any such tax deferred exchange election by Seller shall not affect the event Purchaser designates a party duties, rights or entity to serve obligations of the Parties, except as expressly set forth in this Section 5.04. (c) Should Seller make such an Intermediary, Purchaser shall unconditionally guarantee election and should the full and timely performance tax deferred exchange fail or be disallowed by the Intermediary of each Internal Revenue Service for any reason, the Buyer’s sole responsibility and every one of liability to the representations, warranties, covenants, indemnities, obligations Seller shall be to take such actions as are required by Subsections (a) or (b) above and undertakings of Buyer shall have no other responsibility or liability whatsoever to the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement Seller; and the Ancillary Agreements. As such guarantorSeller shall release, Purchaser shall be treated as a primary obligor with respect indemnify, defend and hold harmless Buyer from any responsibility or liability related to such representations, warranties, covenants, indemnities, obligations and undertakings election except for such actions as may be required by Subsections (as the case may be), and, in the event of a breach by the Intermediary under this Agreement a) or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may beb) directlyabove.

Tax Deferred Exchange. If either or both Seller acknowledges or Buyer so requests, the rights of Purchaser, at its option, other party shall cooperate with the requesting party to structure any the extent reasonably necessary for the requesting party to qualify all or a portion of the transactions contemplated by this Agreement so as to qualify sale or purchase of the Premises as a tax-free tax deferred exchange of like-kind property in compliance with within the provisions meaning of Section 1031 of the Internal Revenue Code (“Section 1031”). Seller agrees to use its commercially reasonable effortsof 1986, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunderas amended; provided, however, that neither Seller nor the non-requesting party shall not be obligated to take title to any member property other than the Property, incur any additional expenses (including attorneys' fees or transfer tax liability) or liability on account of its accommodation of the Seller Group requesting party nor shall have any increased obligations beyond such tax deferred exchange delay the terms Closing Date. 9/12/2013 12:02 PM 28 Additional Covenants of Seller. Between the Effective Date and the Close of Escrow (or earlier termination of this Agreement. Accordingly), Purchaser may Seller covenants and agrees that it shall: 28.1 Maintain, or cause to be maintained, the Property in generally the same condition as exists as of the date hereof, and operate the Property in accordance with the same management standards as were employed by Seller prior to the Effective Date, subject to the changes anticipated by this Agreement and the Lease. 28.2 Not enter into a any contracts or agreements affecting the Property, the term of which will extend beyond the Close of Escrow, or amend, alter, or terminate any Service Contract without first obtaining the written exchange consent of Buyer (which consent shall not be unreasonably withheld). 28.3 Not transfer the Property nor execute or consent to the execution of any new lease (other than the Lease contemplated to be entered into between Seller, as tenant, and Buyer, as landlord) or other agreement granting third parties rights to occupancy or assignment agreement at possess any time portion of the Property, modify, amend or terminate the Cell Tower Lease, or suffer the creation of any lien or encumbrance whatsoever which may affect the condition of title of the Property, or any portion thereof, without the prior written consent of Buyer. Seller shall not accept any rent from the tenant under the Cell Tower Lease more than one month in advance of the rent’s due date. 28.4 Pay for all work performed, materials furnished, or obligations incurred by Seller and/or its contractors, subcontractors, agents, and employees in regard to the Property and keep the Property free and clear from any and all claims, liens, demands, charges, attachments, encumbrances, or litigation arising out of any work performed, materials furnished, or obligations incurred by the persons identified in this Section 29.4 relating thereto, and if any such lien is filed or levied, Seller shall secure its release prior to Closing with a “Qualified Intermediary” (as defined the Closing. Seller’s obligations under the immediately preceding sentence shall survive the Closing. 28.5 Deliver to Buyer each and every material notice or communication Seller receives in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) writing from any governmental body pertaining to the ownership, operation, use, repair, maintenance or an “Exchange Accommodation Titleholder” (as described in Revenue Procedure 2000-37) for the assignment replacement of the rights Property, or applicable part thereof, promptly following Seller’s receipt of Purchaser the same. 28.6 Fully perform the obligations of the landlord or lessor under this Agreement the Cell Tower Lease and promptly notify Buyer of any and all defaults or alleged defaults by the tenant under the Cell Tower Lease. 28.7 Keep in effect all insurance coverage currently in force with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary Property and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation promptly comply with all requirements of the Intermediary and the assignment of the right, title and interest of Purchaser insurance companies with respect to such designated Transferred Assets coverage. 9/12/2013 12:02 PM 29.1 This Agreement shall be governed by and construed in whole accordance with the laws of the State of California (excluding choice of law principles). 29.2 Neither this Agreement nor any provision hereof may be waived, amended, discharged or terminated except by instrument in part writing signed by the party against which the enforcement of such waiver, amendment, discharge or termination is sought and then only to the Intermediaryextent set forth in such instrument. 29.3 It is understood and agreed that all understandings and agreements heretofore had between the parties hereto are merged in this Agreement which, together with the exhibits attached hereto, fully and completely express their agreement. 29.4 Whenever the context shall require, the singular shall include the plural, the plural shall include the singular and words of any gender shall be deemed to include words of any other gender. Upon designation of the Intermediary by PurchaserIf two or more persons or entities constitute Buyer hereunder, then they shall be jointly and upon the Intermediary’s written assumption of severally liable for the obligations of Purchaser Buyer hereunder, the Intermediary and Seller may rely on, and all of such persons or entities shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees bound by, any writing executed by any one or more of them. 29.5 The time in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms which any act required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated or permitted by this Agreement as part of is to be performed shall be determined by excluding the day upon which the event occurs from whence the time commences. The term "Business Day" shall mean a like-kind exchangeday other than a Saturday, Sunday, federal holiday or other day on which commercial banks in California are authorized or required by law or executive order to close. If the last day upon which performance hereunder would otherwise be required or permitted is not a Business Day, then the time for such occurrence performance shall not be deemed or construed as the failure of a condition precedent extended to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In the event Purchaser designates next day that is a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directlyBusiness Day.

Tax Deferred Exchange. Seller acknowledges the rights of PurchaserEither one or both Sellers and/or Buyer may, at its optionor before the Closing, elect to effect a tax- deferred exchange of the Assets for other qualifying properties (hereinafter collectively called the “Exchange Property”) in accordance with the following: (a) In the event either Seller makes such an election prior to the Closing, such Seller may elect, by notice to Buyer delivered on or before the Closing Date, to structure have the Purchase Price paid to a qualified intermediary until such Seller has designated the Exchange Property. The Exchange Property shall be designated by such Seller and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of the Internal Revenue Code as amended (the “Code”), and shall thereupon be conveyed to such Seller. In the event such Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property within such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to such Seller. (b) In the event Buyer makes such an election prior to the Closing, Buyer may elect, by notice to Sellers delivered on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Sellers, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Sellers and Buyer to be necessary to accomplish a tax deferred exchange under Section 1031 of the Code, subject, however, to the limitations on costs and liabilities of Buyer and Sellers set forth below. If either Xxxxxx makes a tax deferred exchange election, Buyer and the other Seller shall not be obligated to pay any portion additional costs or incur any additional obligations in the acquisition of the Assets. If Xxxxx makes a tax deferred exchange election, neither Seller shall be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond the terms of this Agreement. Accordingly, Purchaser 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 under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to the Parties’ obligations under this Agreement and in such case, Closing shall proceed as if this Section 9.12 were not included in this Agreement. In Any such tax deferred exchange election by any Party shall not affect the event Purchaser designates a party duties, rights or entity to serve obligations of the other Parties, except as expressly set forth in this Section 9.03. (d) Should either one or both Sellers or Buyer make such an Intermediary, Purchaser shall unconditionally guarantee election and should the full and timely performance tax deferred exchange fail or be disallowed by the Intermediary of each Internal Revenue Service for any reason, the non-electing Party’s or Parties’ sole responsibility and every one of liability to the representationselecting Party shall be to take such actions as are required by subsections (a), warranties, covenants, indemnities, obligations (b) or (c) above and undertakings of such non-electing Party or Parties shall have no other responsibility or liability whatsoever to the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement electing Party; and the Ancillary Agreements. As such guarantorelecting Party shall release, Purchaser shall be treated as a primary obligor with respect indemnify, defend and hold harmless the non-electing Party or Parties from any responsibility or liability related to such representations, warranties, covenants, indemnities, obligations and undertakings election except for such actions as may be required by subsections (as the case may bea), and, in the event of a breach by the Intermediary under this Agreement (b) or the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may bec) directlyabove.

Tax Deferred Exchange. Seller acknowledges the rights of Purchaser, at its option, to structure any portion of the transactions contemplated by and Buyer agree that this Agreement so transaction may be completed as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Code (“Section 1031”). Seller agrees to use its commercially reasonable efforts, at Purchaser’s sole cost and expense, to reasonably cooperate to allow Purchaser to structure any portion of the transactions by this Agreement with respect to any of the Transferred Assets contemplated to effect a like-kind exchange in compliance with the provisions of under Section 1031 and the Treasury Regulations promulgated thereunder; provided, however, that neither Seller nor any member of the Seller Group shall have any increased obligations beyond Internal Revenue Code of 1986, as amended (the terms of this Agreement. Accordingly, Purchaser 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)Internal Revenue Code”) or an “Exchange Accommodation Titleholder” (as described in Revenue Procedure 2000-37) for the assignment of the rights of Purchaser under this Agreement with respect to the applicable Transferred Assets in whole or in part to such “Qualified Intermediary” or “Exchange Accommodation Titleholder” (in either event, an “Intermediary”). The Intermediary and the applicable Transferred Assets shall be designated in writing by Purchaser to Seller by no later than 45 days prior to the Closing Date, and Seller agrees to sign and deliver a written instrument (to be prepared by Purchaser) acknowledging the designation of the Intermediary and the assignment of the right, title and interest of Purchaser with respect to such designated Transferred Assets in whole or in part to the Intermediary. Upon designation of the Intermediary by Purchaser, and upon the Intermediary’s written assumption of the obligations of Purchaser hereunder, the Intermediary shall be substituted for Purchaser as the purchaser under this Agreement with respect to only such designated Transferred Assets. Seller agrees in such case to transfer title to such designated Transferred Assets to the Intermediary, and to render Seller’s performance of all of its obligations under this Agreement with respect to such designated Transferred Assets to the Intermediary; provided that all Ancillary Agreements, including the Asset Conveyance Documents, shall be in the forms agreed to by Seller and Purchaser and shall otherwise be in the forms required by the terms of this Agreement. No later than 45 days prior to the Closing Date, Purchaser (at its sole expense) each party will provide Seller with its determination of the purchase price for such designated Transferred Assets for purposes of the transactions contemplated by this Section 9.12 (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser in preparing such determination). Seller shall have 10 days to review such purchase price. The parties shall cooperate in good faith to agree on such purchase price prior to completing the Closing Date. Purchaser shall not have the right to delay, and Purchaser shall not delay, the Closing sale as a result of any like-kind exchange aspects of the transaction. If Purchaser is unsuccessful in its efforts to structure any of the transactions contemplated by this Agreement as part of a like-kind exchange. Either of both Seller or Buyer may, at or before the Closing, elect to affect a tax deferred exchange of the Assets for other qualifying properties (hereinafter collectively called the “Exchange Property” in accordance with the following: (a) In the event Seller makes such occurrence an election, Seller shall notify and instruct Buyer, on or before the Closing Date, to have the Purchase Price paid to a qualified intermediary (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(iii)) until Seller has designated the Exchange Property. The Exchange Property shall be designated by Seller and acquired by the qualified intermediary with the time periods prescribed by Section 1031(a)(3) of the Internal Revenue Code. In the event Seller fails to designate and the qualified intermediary fails to acquire the Exchange Property with such time periods, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid in accordance with the terms of the agreements entered into between Seller and such qualified intermediary. (b) In the event Buyer makes such an election, Buyer shall notify and instruct Seller, on or before the Closing Date, to have the Assets conveyed to a qualified intermediary or an exchange accommodation titleholder (as that term is defined in Rev. Proc. 2000-37 issued effective September 15, 2000). (c) The rights and responsibilities of Seller, Buyer and the qualified intermediary or exchange accommodation titleholder shall be documented with such agreements containing such terms and provisions as shall be reasonably determined by Seller and Buyer to be necessary to accomplish a tax deferred exchange under Section 1031 of the Internal Revenue Code, subject, however, to the limitations on costs and liabilities of Buyer and Seller set forth below. If Seller makes a tax deferred exchange election, Buyer shall not be deemed obligated to pay any additional costs or construed incur any additional obligations in the acquisition of the Assets. If Buyer makes a tax deferred exchange election, Seller shall not be obligated to pay any additional costs or incur any additional obligations in the consummation of the transactions contemplated in this Agreement. Any such tax deferred exchange election by either party, shall be effected through an assignment of this Agreement, or rights under this Agreement, to a qualified intermediary or an exchange accommodation titleholder, but such assignment shall not affect the duties, rights or obligations of the parties under this Agreement, except as expressly set forth in this Section 4.4. (d) Should either Seller or Buyer make such an election and should the failure tax deferred exchange fail or be disallowed by the Internal Revenue Service for any reason, the non-electing party’s sole responsibility and liability to the electing party shall be to take such actions as are required by Subsections (a), (b) or (c) above and such non-electing party shall have no other responsibility or liability whatsoever to the electing party; and the electing party shall release, indemnify, defend and hold harmless the non- electing party from any responsibility or liability related to such election except for such actions as may be required by Subsections (a), (b) or (c) above. (e) Notwithstanding Subsections (a) through (d) above, the Closing shall not be delayed or affected by reason of any tax deferred exchange election nor shall consummation or accomplishment of a tax deferred exchange be a condition precedent or condition subsequent to the Parties’ exchanging party’s duties, rights and obligations under this Agreement and in such casethe exchanging party’s failure or inability to consummate a tax deferred exchange for any reason shall not excuse or release the exchanging party from its duties, Closing shall proceed as if this Section 9.12 were not included in rights and obligations under this Agreement. In the event Purchaser designates a party or entity to serve as an Intermediary, Purchaser shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of the Intermediary (as the successor Purchaser, hereunder, by assignment) pursuant to this Agreement and the Ancillary Agreements. As such guarantor, Purchaser 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 the Ancillary Agreements, Seller may proceed directly against Purchaser on the guarantee without the need to join the Intermediary as a party to the action. Purchaser 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 case may be) directly.