Common use of Tax Deferred Exchange Clause in Contracts

Tax Deferred Exchange. Buyer ("Accommodator") shall cooperate with --------------------- Seller ("Requesting Party") in effectuating disposition of the Property pursuant to a tax deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as and if amended (an "Exchange"), subject to the following limitations: A. The Requesting Party shall have the right to proceed with an Exchange at any time 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 all of the documents to be executed by Accommodator with respect to the Exchange. B. Neither the Closing, nor consummation of any other aspect of this Agreement, shall in any way be predicated or conditioned on the 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, as a condition to participation in the Exchange, to require Requesting Party to provide advance payment to Accommodator of the reasonably anticipated extra costs, including attorneys' fees, to be incurred by Accommodator 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 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 Exchange. G. The Exchange shall not in any limit, terminate or otherwise effect all or any of any party's rights or obligations, under this Agreement.

Tax Deferred Exchange. Buyer ("Accommodator") shall cooperate with --------------------- Purchaser and Seller ("Requesting Party") in effectuating disposition of the Property pursuant acknowledge that either party may wish to structure this transaction as a tax tax-deferred exchange under of like-kind property within the meaning of Section 1031 of the Internal Revenue Code Code. Each party agrees to reasonably cooperate with the other party to effect this exchange; provided, that (a) the cooperating party shall not be required to acquire or take title to any exchange property, (b) the cooperating party shall not be required to incur any expense or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of 1986any escrow, as and if amended (an "Exchange")title, subject to the following limitations: A. The Requesting Party shall have the right to proceed with an Exchange at any time 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 all of the documents to be executed by Accommodator brokerage or other costs including attorneys' fees incurred with respect to the Exchange. B. Neither exchange, (c) no substitution of the Closingeffectuating party shall release it from any of its obligations, nor consummation warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor, (d) the effectuating party shall give the cooperating party at least two (2) business days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow, (e) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, "Exchange Documents") required by the exchange, at its sole cost and expense, (f) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other aspect of this Agreementconsiderations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be predicated deemed to warrant or conditioned on represent any tax or other consequences of the Exchange or completion thereof. C. Any documents exchange transaction, and (g) the election to be executed by Accommodator in connection with effect such an Exchange exchange shall not cause Accommodator to incur any additional cost, expense or liability. D. Accommodator shall have delay the right, as a condition to participation in the Exchange, to require Requesting Party to provide advance payment to Accommodator Closing of the reasonably anticipated extra costs, including attorneys' fees, to be incurred by Accommodator solely by reason of participation in the Exchangetransaction as defined herein. 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 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 Exchange. G. The Exchange shall not in any limit, terminate or otherwise effect all or any of any party's rights or obligations, under this Agreement.

Tax Deferred Exchange. Buyer ("Accommodator") shall cooperate with --------------------- Purchaser and Seller ("Requesting Party") in effectuating disposition of the Property pursuant acknowledge that either party may wish to structure this transaction as a tax deferred exchange under of like kind property within the meaning of Section 1031 of the Internal Revenue Code Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, however, that (a) the cooperating party shall not be required to acquire or take title to any exchange property, (b) the cooperating party shall not be required to incur any expense or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of 1986any escrow, as and if amended (an "Exchange")title, subject to the following limitations: A. The Requesting Party shall have the right to proceed with an Exchange at any time 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 all of the documents to be executed by Accommodator brokerage or other costs including attorneys’ fees incurred with respect to the Exchange. B. Neither exchange, (c) no substitution of the Closingeffectuating party shall release said party from any of its obligations, nor consummation warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor, (d) the effectuating party shall give the cooperating party at least two (2) business days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow, (e) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense, (f) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other aspect of this Agreementconsiderations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be predicated deemed to warrant or conditioned on represent any tax or other consequences of the Exchange or completion thereof. C. Any documents exchange transaction, and (g) the election to be executed by Accommodator in connection with effect such an Exchange exchange shall not cause Accommodator to incur any additional cost, expense or liability. D. Accommodator shall have delay the right, as a condition to participation in the Exchange, to require Requesting Party to provide advance payment to Accommodator Closing of the reasonably anticipated extra costs, including attorneys' fees, to be incurred by Accommodator solely by reason of participation in the Exchangetransaction as defined herein. 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 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 Exchange. G. The Exchange shall not in any limit, terminate or otherwise effect all or any of any party's rights or obligations, under this Agreement.

Tax Deferred Exchange. Buyer ("Accommodator") shall cooperate with --------------------- and Seller ("Requesting Party") in effectuating disposition of the Property pursuant acknowledge that either party may wish to structure this transaction as a tax deferred exchange under of like-kind property within the meaning of Section 1031 of the Internal Revenue Code Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, however, that: (i) the cooperating party shall not be required to incur any expense or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of 1986any escrow, as and if amended (an "Exchange")title, subject to the following limitations: A. The Requesting Party shall have the right to proceed with an Exchange at any time 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 all of the documents to be executed by Accommodator brokerage or other costs incurred with respect to the Exchange. B. Neither exchange; (ii) no substitution of the Closingeffectuating party shall release said party from any of its obligations, nor consummation warranties, or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iii) the effectuation party shall give the cooperating party at least five (5) business days’ prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow; (iv) the effectuating party shall be responsible for preparing all additional agreements, documents, and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; and (v) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other aspect of this Agreementconsiderations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be predicated deemed to warrant or conditioned on the Exchange represent any tax 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, as a condition to participation in the Exchange, to require Requesting Party to provide advance payment to Accommodator other consequences of the reasonably anticipated extra costs, including attorneys' fees, to be incurred by Accommodator solely exchange transaction arising by reason of participation in the Exchangecooperating party’s performance of the acts required hereby. 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 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 Exchange. G. The Exchange shall not in any limit, terminate or otherwise effect all or any of any party's rights or obligations, under this Agreement.

Tax Deferred Exchange. Buyer ("Accommodator") shall cooperate with --------------------- Either Purchaser or Seller ("Requesting Party"or both) in effectuating disposition of the Property pursuant may elect to treat this transaction as a tax tax-deferred exchange under Section 1031 of the Internal Revenue Code of 1986Code, as amended, and if amended each party agrees to cooperate and to execute such documents as may be reasonably necessary in connection therewith, provided and upon the conditions that: (an "Exchange")a) The party requesting such tax-deferred exchange shall pay all costs and expenses and shall perform all obligations required in order to accomplish such tax-deferred exchange; (b) Such tax-deferred exchange shall be accomplished through a third-party intermediary, subject and the other party shall not be required to acquire title to any other property, to assume any other purchase or sale agreements, or to enter into any other agreement with any party (including the intermediary) pay or incur any costs, expenses or liabilities in connection therewith; (c) The Closing of this sale shall not be delayed as the result of such tax-deferred exchange, and the obligations and liabilities hereunder of the party requesting such exchange, and the rights and remedies hereunder of the other party, shall not be reduced or affected as the result of such exchange; and (d) The consummation of the transaction evidenced by this Agreement shall not be conditioned upon the ability of such party to effect such tax-deferred exchange. In the event the exchange transaction does not close, the transaction contemplated by this Agreement shall be consummated directly between Seller and Purchaser pursuant to the following limitations: A. The Requesting Party shall have the right to proceed with an Exchange at terms and conditions hereof. Neither party makes any time prior representation to the Closing Date, provided it gives reasonable advance notice of its desire other as to have Accommodator participate in the Exchange, together with each and all of the documents to be executed by Accommodator with respect to the Exchange. B. Neither the Closing, nor consummation of whether or not any other aspect of this Agreement, shall in any way be predicated or conditioned on the 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, such exchange transaction will qualify as a condition to participation in the Exchange, to require Requesting Party to provide advance payment to Accommodator of the reasonably anticipated extra costs, including attorneys' fees, to be incurred by Accommodator solely by reason of participation in the Exchangetax-deferred 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 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 Exchange. G. The Exchange shall not in any limit, terminate or otherwise effect all or any of any party's rights or obligations, under this Agreement.

Tax Deferred Exchange. Buyer ("Accommodator") shall cooperate with --------------------- Purchaser and Seller ("Requesting Party") in effectuating disposition of the Property pursuant acknowledge that either party may wish to structure this transaction as a tax tax-deferred exchange under of like-kind property within the meaning of Section 1031 of the Internal Revenue Code Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, however, that (a) the cooperating party shall not be required to acquire or take title to any exchange property, (b) the cooperating party shall not be required to incur any expense or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of 1986any escrow, as and if amended (an "Exchange")title, subject to the following limitations: A. The Requesting Party shall have the right to proceed with an Exchange at any time 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 all of the documents to be executed by Accommodator brokerage or other costs including attorneys’ fees incurred with respect to the Exchange. B. Neither exchange, (c) no substitution of the Closingeffectuating party shall release said party from any of its obligations, nor consummation warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor, (d) the effectuating party shall give the cooperating party at least two (2) business days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow, (e) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense, (f) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other aspect of this Agreementconsiderations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be predicated deemed to warrant or conditioned on represent any tax or other consequences of the Exchange or completion thereof. C. Any documents exchange transaction, and (g) the election to be executed by Accommodator in connection with effect such an Exchange exchange shall not cause Accommodator to incur any additional cost, expense or liability. D. Accommodator shall have delay the right, as a condition to participation in the Exchange, to require Requesting Party to provide advance payment to Accommodator Closing of the reasonably anticipated extra costs, including attorneys' fees, to be incurred by Accommodator solely by reason of participation in the Exchangetransaction as defined herein. 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 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 Exchange. G. The Exchange shall not in any limit, terminate or otherwise effect all or any of any party's rights or obligations, under this Agreement.

Tax Deferred Exchange. Buyer ("Accommodator") shall and Seller each agree to cooperate with --------------------- Seller ("Requesting Party") the other and any escrow agent or exchange facilitator selected by the other in effectuating disposition of the Property pursuant to a tax deferred facilitating an exchange under Section 1031 of the Internal Revenue Code of 1986, as and if amended (an "Exchange")most recently amended, subject to undertaken by the following limitations: A. The Requesting Party shall have the right to proceed with an Exchange at any time 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 all of the documents to be executed by Accommodator other with respect to the Exchange. B. Neither Property, provided that: (A) consummation or accomplishment of such an exchange shall not be a condition precedent or a condition subsequent to either party’s obligations under this Agreement and shall not delay the Closing, nor consummation of any other aspect Closing Date; (B) the party undertaking the exchange shall effect the exchange through an assignment of this Agreement, or their rights under this Agreement, to a qualified intermediary without release of the assigning party from any liability hereunder; (C) the party undertaking the exchange shall pay any additional out-of-pocket costs that would not otherwise have been incurred by such party or the cooperating party had such party not undertaken such exchange; and (D) the cooperating party shall not be required to take an assignment of the purchase agreement for any exchange property or be required to acquire or hold title to any real property for purposes of consummating the exchange. Neither party by this Agreement or acquiescence to an exchange shall their rights under this Agreement affected or diminished in any way manner or be predicated responsible for compliance with or conditioned on be deemed to have warranted to the Exchange or completion thereof. C. Any documents to be executed by Accommodator other party that the exchange in connection fact complies with an Exchange shall not cause Accommodator to incur any additional cost, expense or liability. D. Accommodator shall have the right, as a condition to participation in the Exchange, to require Requesting Party to provide advance payment to Accommodator Section 1031 of the reasonably anticipated extra costsInternal Revenue Code, including attorneys' fees, to be incurred by Accommodator 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 Exchanging party shall indemnify and hold Accommodator the cooperating party harmless forfrom any claims, from and costs or liabilities against any and all liability, damages, or coststhe cooperating party, including actual attorneys' attorney’s fees, incurred arising out of or that may be incurred by Accommodator by virtue of Accommodator's participation in connection with the Exchangeexchange transaction. G. The Exchange shall not in any limit, terminate or otherwise effect all or any of any party's rights or obligations, under this Agreement.

Tax Deferred Exchange. Buyer ("Accommodator") shall cooperate with --------------------- Purchaser and Seller ("Requesting Party") in effectuating disposition of the Property pursuant acknowledge that either party may wish to structure this transaction as a tax deferred exchange under of like kind property within the meaning of Section 1031 of the Internal Revenue Code Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, however, that (a) the cooperating party shall not be required to acquire or take title to any exchange property, (b) the cooperating party shall not be required to incur any expense or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of 1986any escrow, as and if amended (an "Exchange")title, subject to the following limitations: A. The Requesting Party shall have the right to proceed with an Exchange at any time 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 all of the documents to be executed by Accommodator brokerage or other costs including attorneys’ fees incurred with respect to the Exchange. B. Neither exchange, (c) no substitution of the Closingeffectuating party shall release said party from any of its obligations, nor consummation warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor, (d) the effectuating party shall give the cooperating party at least two (2) business days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow, (e) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “ Exchange Documents”) required by the exchange, at its sole cost and expense, (f) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other aspect of this Agreementconsiderations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be predicated deemed to warrant or conditioned on represent any tax or other consequences of the Exchange or completion thereof. C. Any documents exchange transaction, and (g) the election to be executed by Accommodator in connection with effect such an Exchange exchange shall not cause Accommodator to incur any additional cost, expense or liability. D. Accommodator shall have delay the right, as a condition to participation in the Exchange, to require Requesting Party to provide advance payment to Accommodator Closing of the reasonably anticipated extra costs, including attorneys' fees, to be incurred by Accommodator solely by reason of participation in the Exchangetransaction as defined herein. 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 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 Exchange. G. The Exchange shall not in any limit, terminate or otherwise effect all or any of any party's rights or obligations, under this Agreement.

Tax Deferred Exchange. Buyer ("Accommodator") shall cooperate with --------------------- Purchaser and Seller ("Requesting Party") in effectuating disposition of the Property pursuant acknowledge that either Party may wish to structure this transaction as a tax deferred exchange under of like kind property within the meaning of Section 1031 of the Internal Revenue Code of 1986Code. Each Party agrees to reasonably cooperate with the other Party to effect such an exchange; provided, as and if amended however, that (an "Exchange"), subject to a) the following limitations: A. The Requesting cooperating Party shall have not be required to acquire or take title to any exchange property; (b) the right cooperating Party shall not be required to proceed incur any expense or liability whatsoever in connection with an Exchange at the exchange, including, without limitation, any time prior to obligation for the Closing Datepayment of any escrow, provided it gives reasonable advance notice of its desire to have Accommodator participate in the Exchangetitle, together with each and all of the documents to be executed by Accommodator brokerage or other costs including attorneys’ fees incurred with respect to the Exchange. B. Neither exchange; (c) no substitution of the Closingeffectuating Party shall release said Party from any of its obligations, nor consummation warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating Party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (d) the effectuating Party shall give the cooperating Party at least two (2) Business Days’ prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow; (e) the effectuating Party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (f) the effectuating Party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other aspect of this Agreementconsiderations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating Party shall in no event be responsible for, or in any way be predicated deemed to warrant or conditioned on represent any tax or other consequences of the Exchange or completion thereof. C. Any documents exchange transaction; and (g) the election to be executed by Accommodator in connection with effect such an Exchange exchange shall not cause Accommodator to incur any additional cost, expense or liability. D. Accommodator shall have delay the right, as a condition to participation in the Exchange, to require Requesting Party to provide advance payment to Accommodator Closing of the reasonably anticipated extra costs, including attorneys' fees, to be incurred by Accommodator solely by reason of participation in the ExchangeTransaction as defined herein. 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 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 Exchange. G. The Exchange shall not in any limit, terminate or otherwise effect all or any of any party's rights or obligations, under this Agreement.

Tax Deferred Exchange. Buyer ("Accommodator") shall cooperate with --------------------- and Seller ("Requesting Party") in effectuating disposition of the Property pursuant acknowledge that either party may wish to structure this transaction as a tax deferred exchange under of like-kind property within the meaning of Section 1031 of the Internal Revenue Code Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, however, that (i) the cooperating party shall not be required to acquire or take title to any exchange property, (ii) the cooperating party shall not be required to incur any expense or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of 1986any escrow, as and if amended (an "Exchange")title, subject to the following limitations: A. The Requesting Party shall have the right to proceed with an Exchange at any time 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 all of the documents to be executed by Accommodator brokerage or other costs including attorneys' fees incurred with respect to the Exchange. B. Neither exchange, (iii) no substitution of the Closingeffectuating party shall release said party from any of its obligations, nor consummation warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor, (iv) the effectuating party shall give the cooperating party at least five (5) business days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow, (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the "Exchange Documents") required by the exchange, at its sole cost and expense, (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other aspect of this Agreementconsiderations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be predicated deemed to warrant or conditioned on the Exchange represent any tax 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, as a condition to participation in the Exchange, to require Requesting Party to provide advance payment to Accommodator other consequences of the reasonably anticipated extra costsexchange transaction, including attorneys' fees(vii) the effectuating party shall indemnify, to be incurred by Accommodator 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 defend and hold Accommodator the cooperating party harmless for, from and against any and all liabilityadverse tax consequences and administrative or judicial Internal Revenue Service proceedings arising by reason of the cooperating party's performance of the acts required hereby, damages, or costs, including actual attorneys' fees, incurred or that may be incurred by Accommodator by virtue of Accommodator's participation in and (viii) the Exchange. G. The Exchange election to effect such an exchange shall not in any limit, terminate or otherwise effect all or any delay the Closing of any party's rights or obligations, under this Agreementthe transaction as defined herein.