Common use of Like-Kind Exchange Clause in Contracts

Like-Kind Exchange. At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchange.

Like-Kind Exchange. At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate The Seller may structure all or any part a portion of the transactions transaction contemplated by this Agreement a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement relating to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense Properties sold to the otherBuyer, as a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; providedCode in accordance with this Section 15.04 (Seller, howeverif it so elects, that such assignment will not relieve herein called the requesting party “Electing Party”). Such transfer shall be effectuated by mutually acceptable instruments, including without limitation, an exchange agreement and related assignments and consents to assignment. If Electing Party elects to structure the transaction as a like-kind exchange, the Electing Party shall substitute a third party, qualified intermediary (the “Intermediary”) as the Seller of any all or a portion of its obligations hereunderthe Properties. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed Intermediary shall be designated in writing by the requesting party Electing Party prior to Closing. Notwithstanding The Electing Party is and shall remain primarily liable for the foregoingfull and timely performance of each and every one of the representations, warranties, indemnities, obligations, and undertakings ascribed to the Electing Party under this Agreement, notwithstanding its substitution of the Intermediary, and in no the event shall of a breach by either Buyer, Seller, or the non-exchanging Intermediary, then Buyer or Seller may proceed directly against the other without the need to join the Intermediary as a party incur or be subject to any liability action. Neither party represents to the other party that is not otherwise provided for in this Agreement; any particular tax treatment will be given to the Closing Date other party as a result of the Electing Party’s election to structure the transaction as a like-kind exchange. Buyer shall not be delayed incur any additional costs expenses, fees, or liabilities as the a result of such exchange; all additional costs or connected with expenses incurred in connection with such exchange shall be borne by the exchanging party; and exercise of the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claimsrights under this Section 15.04. THE ELECTING PARTY SHALL PROTECT, demandsINDEMNIFY, liabilitiesAND HOLD HARMLESS BUYER FROM ANY LIABILITY, costsDAMAGES, expensesOR COSTS, penaltiesINCLUDING REASONABLE ATTORNEYS’ FEES, damages and lossesCOURT COSTS, includingAND RELATED EXPENSES, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeTHAT MAY ARISE IN CONNECTION WITH ITS SECTION 1031 EXCHANGE UNDER THIS SECTION.

Like-Kind Exchange. At either party’s requestAny of the parties hereto may desire, and each other party is willing to cooperate (subject to the non-requesting party will take all actions reasonably requested by the requesting party in order limitations set forth below), to effectuate all the sale or any part purchase of the transactions contemplated Project by this Agreement means of a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-like kind exchange under Section 1031 of the Internal Revenue Code; providedCode of 1986, howeveras amended, and the regulations promulgated thereunder. Each party expressly reserves the right to assign its rights, but not its obligations, hereunder to a qualified intermediary on or before the date of Closing. Upon written notice from any party (a "Requesting Party") to the other, the party to whom such notice is given (the "Other Party") agrees to cooperate with the Requesting Party to effect a like-kind exchange with respect to the Project, provided that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event cooperation shall the non-exchanging party incur or be subject to any liability that is the following conditions: (a) such exchange shall not otherwise provided for in this Agreement; delay the Closing Date and shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller shall upon Seller's prior written direction to Buyer, be paid to a third party escrow agent or intermediary such that Buyer shall not be delayed required to participate in any subsequent closing, (b) the Other Party shall not be obligated to incur any liability, obligation or expenses in excess of the liability, obligation or expenses which would have been incurred if there had been no exchange, and (c) Buyer shall not be obligated to acquire or accept title to any property other than the Project, and Seller shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of any property made pursuant to this Section 13.1 shall qualify for a like-kind exchange. Once Buyer has paid the purchase money proceeds as directed by Seller (if Seller is the result of Requesting Party), or Seller has conveyed the Project as directed by Buyer (if Buyer is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such like-kind exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall . The Requesting Party hereby agrees to indemnify the non-exchanging party and hold the non-exchanging party Other Party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages liabilities and losses, including, without limitation, expenses (including reasonable attorneys’ fees relating to fees) incurred or suffered by the nonOther Party in connection with a like-exchanging party’s participation in such kind exchange, which indemnity shall survive the Closing until the expiration of any applicable statute of limitations. This Agreement is not subject to or conditioned upon the ability to consummate an exchange.[Signatures follow on next page(s)]

Like-Kind Exchange. At either party’s request, Each of Seller and Buyer shall have the non-requesting party will take all actions reasonably requested by the requesting party in order right at any time prior to effectuate Closing to assign all or any part a portion of the transactions contemplated by this Agreement a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(iii) of the Treasury Regulations) or an “exchange accommodation titleholder” Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to facilitateaccomplish the transaction in a manner that will comply, at no cost either in whole or expense to in part, with the other, requirements of a forward or reverse like-kind exchange under pursuant to Section 1031 of the Internal Revenue Code; provided, however, provided that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; (A) the Closing Date shall not be delayed as the result or affected by reason of such exchangelike-kind exchange or any actions taken by either Seller or Buyer in connection with this Section 6.16, (B) an assignment under this Section 6.16 shall not release any Party from its liabilities and obligations under this Agreement nor shall the consummation or accomplishment of such like-kind exchange be a condition to the Parties’ obligations under this Agreement; (C) the non-assigning Party’s rights under this Agreement shall not be altered or diminished in any manner; (D) the assigning Party shall indemnify, defend, and hold the Party that is not assigning harmless from all claims, damages, liabilities, costs and expenses (including, but not limited to reasonable legal fees and any additional costs Taxes, including Transfer Taxes) in connection with such exchange like-kind exchange; (E) neither Party represents to the other that any particular tax treatment will be given to either Party as a result of any such assignment and (F) any such Qualified Intermediary or Exchange Accommodation Titleholder to which Buyer assigns all or a portion of its rights pursuant to this Section 6.16 shall be borne a corporation or limited liability company, in either case formed in a jurisdiction other than Texas. In the event either Party assigns its rights under this Agreement pursuant to this Section 6.16, such Party agrees to notify the other Party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Buyer agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the exchanging party; Qualified Intermediary, and (ii) pay all or a portion of the exchanging party shall indemnify Adjusted Purchase Price and any adjustments thereto into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement in the non-exchanging party form reasonably requested by Buyer’s Qualified Intermediary or Exchange Accommodation Titleholder (but in no event will Seller be required to transfer the Company Assets in any form other than through a transfer of the Interests and hold in no event will Seller be required to transfer Interests in any Company to more than one transferee, i.e. all of the non-exchanging party harmless Interests in any Company will be transferred to a single transferee), (ii) accept all or a portion of the payments payable under this Agreement from the account designated by Buyer’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and against any and all claims(iii) at Closing, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating subject to the non-exchanging partylimitations otherwise set forth herein, convey and assign directly to Buyer’s participation assignee under Section 6.31, Buyer’s Qualified Intermediary or Buyer’s Exchange Accommodation Titleholder (as directed in such exchange. This writing) the Interests which are the subject of this Agreement is not subject upon satisfaction of the other conditions to or conditioned upon the ability to consummate an exchangeClosing and other terms and conditions hereof.

Like-Kind Exchange. At either party’s request, Purchaser and Seller each understand that the non-requesting other party will take all actions reasonably requested by the requesting party in order to effectuate all (or any of their affiliates) may consummate the purchase or sale of the Property as part of the transactions contemplated by this Agreement a so-called like-kind or tax-deferred exchange for (the benefit of the requesting party in accordance with “Exchange”) pursuant to Section 1031 of the Internal Code and the Treasury Regulations thereunder, as well as pursuant to Revenue CodeProcedure 2000-37, including executing an instrument acknowledging 2000-2 C.B. 38 (the “Revenue Procedure”), and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and that, notwithstanding anything contained in this Agreement hereunder to the contrary, each of Purchaser and Seller agrees to cooperate with the requesting exchanging party in connection therewith (including, but not limited to, executing such documents, and acknowledging receipt thereof in writing, as the other party may assign reasonably request), provided that: (i) Seller shall effect the Exchange through an assignment of its rights rights, but not its obligations, under this Agreement to a “qualified intermediary” of Seller (within the meaning of, and as provided in, Treasury Regulations Section 1.1031(k)-1(g)(4)) (“Seller Intermediary”) whereby the Seller Intermediary shall not be required to acquire or hold title to any real property for purposes of consummating the Exchange; (ii) Purchaser may effect its Exchange through either: (a) an assignment of its rights, but not its obligations, under this Agreement to a “exchange accommodation titleholderqualified intermediary” (within the meaning of Treasury Regulations Section 1.1031(k)-1(g)(4)(iii) (“Purchaser Intermediary”), whereby the Purchaser Intermediary shall not be required to acquire or hold title to any real property for purposes of consummating the Exchange; and/or (b) any assignment referred to in order to facilitateclause (b) of Section 20; (iii) the exchanging party shall pay any additional costs that would not otherwise have been incurred by either party had the exchanging party not consummated the sale through the Exchange and (iv) the exchanging party shall, at no cost and hereby does, indemnify and hold the other party harmless from any loss, cost, damage, liability or expense which may arise or which the other party may suffer in connection with, an Exchange. Purchaser and Seller shall not by this Agreement or acquiescence to the other, a forward Exchange by the other of them (1) have its rights under this Agreement affected or reverse like-kind exchange under diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging that the Exchange in fact complies with Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for indemnification provisions set forth in this Agreement; Section 34 shall survive the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeClosing.

Like-Kind Exchange. At either party’s request, Either party may desire to close the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions transaction contemplated by this Agreement as part of a like-like kind exchange for within the benefit meaning of the requesting party in accordance with Section 1031 of the Internal Revenue CodeCode of 1986, including executing as amended, and the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an instrument acknowledging and consenting “Exchanging Party”) reserves the right to any assignment by the requesting party of assign its rights hereunder rights, but not its obligations hereunder, to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or an exchange accommodation titleholderbefore each or any Closing. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that No such assignment will not relieve shall release the requesting party Exchanging Party of any of its obligations hereunderunder this Agreement. The non-requesting other party will also agree (the “Cooperating Party”) hereby agrees to issue reasonably cooperate with, and take all closing documentsreasonable steps requested by, including the deed, to the applicable qualified intermediary Exchanging Party on or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; before the Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party shall not be delayed as required to acquire any substitute property, (b) such exchange shall not affect the result representations, warranties, liabilities and obligations of such exchange; all Seller or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional costs cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended as a result thereof, (e) the consummation or accomplishment of an exchange shall not be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating a condition precedent or a condition subsequent to the non-exchanging party’s participation in Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange. This Agreement is not subject to or conditioned upon 's compliance with the ability to consummate an exchangeCode.

Like-Kind Exchange. At either party’s request(a) Purchaser, at the non-requesting party will take all actions request of Seller, agrees to cooperate reasonably requested by the requesting party in order with Seller to effectuate all or any part that Seller may dispose of the transactions contemplated by this Agreement Property in a liketransaction intended to qualify in whole or in part as a tax-kind deferred exchange for the benefit of the requesting party in accordance with pursuant to Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement order to the contraryimplement such exchange: (i) Seller, the requesting party may upon notice to Purchaser, shall assign its rights rights, but not its obligations, under this Agreement to a “third party designated by Seller to act as a qualified intermediary (as such phrase is defined in applicable regulations issued under the Code); (ii) Purchaser shall, and hereby agrees to, acknowledge such assignment and make all payments due hereunder to or as may be directed by such intermediary” or an “exchange accommodation titleholder” in order ; and (iii) at Closing, Seller shall convey the Property directly to facilitatePurchaser; provided, at no cost or expense however, that: (w) Purchaser's cooperation shall be limited to the otheractions specifically contemplated by the foregoing sentence; (x) none of Purchaser's rights or obligations hereunder shall be affected or modified in any way, a forward nor shall any time periods contained herein be affected in any way; (y) Purchaser shall have no responsibility or reverse like-kind liability to Seller or any other person for the qualification of Seller's purported exchange transaction under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve Code other than as a result of Purchaser's failure to perform the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for actions specifically contemplated in this AgreementParagraph; the Closing Date and (z) Purchaser shall not be delayed required to incur any additional expense (unless reimbursed by Seller) or liability as the a result of such exchange; all additional costs in connection with such cooperation, exchange or assignment. Seller hereby agrees to and shall be borne by the exchanging party; and the exchanging party shall save, defend, indemnify the non-exchanging party and hold the non-exchanging party Purchaser harmless from and against any and all liabilities, claims, demands, liabilities, costs, expenses, penalties, damages and losses, includingdamages, without limitationcosts or expenses incurred by Purchaser as a result of any such cooperation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to exchange or conditioned upon the ability to consummate an exchangeassignment.

Like-Kind Exchange. At either party’s request, Any Seller or the non-requesting party will take all actions reasonably requested by Buyer may consummate the requesting party in order to effectuate all purchase or sale (as applicable) of a Property or any portion thereof as part of the transactions contemplated by this Agreement a likeso-called like kind exchange for the benefit of the requesting party in accordance with Section (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), including executing provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an instrument acknowledging and consenting Exchange be a condition precedent or condition subsequent to any the exchanging party’s obligations under this Agreement, (b) the exchanging party shall effect its Exchange through an assignment by the requesting party of this Agreement, or its rights hereunder under this Agreement, to a qualified intermediary or intermediary, (c) neither party shall be required to take an exchange accommodation titleholder. In furtherance assignment of the foregoing purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party, (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange, and notwithstanding anything contained in (e) 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 relating to such Property conducted by the exchanging party. Neither party shall by this Agreement or acquiescence to an Exchange desired by the contrary, the requesting other party may assign have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense have warranted to the other, a forward or reverse like-kind exchange under Section exchanging party that its Exchange in fact complies with § 1031 of the Internal Revenue Code; provided, however, provided that such assignment will not relieve each party shall reasonably cooperate with the requesting other party in furtherance of any an Exchange of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchange.

Like-Kind Exchange. At either party’s request, the non-requesting Either party will take all actions reasonably requested by the requesting party in order may elect to effectuate all or any part of the transactions contemplated by structure this Agreement transaction as a like-kind exchange for the benefit of the requesting party in accordance with pursuant to Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting the regulations promulgated thereunder, with respect to any assignment or all of the Properties (a “Like-Kind Exchange”) at any time prior to the date of Closing. In order to effect a Like-Kind Exchange, non-electing party shall cooperate and do all acts as may be reasonably required or requested by the requesting party of its rights hereunder electing for a Like-Kind Exchange with regard to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement effecting such Like-Kind Exchange, including, but not limited to, permitting such party to the contrary, the requesting party may assign its rights under this Agreement to a Qualified Intermediary (“qualified intermediary” QI”) of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Codeexchange; provided, however, that such assignment Buyer shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not relieve the requesting party be delayed by reason of any of its obligations hereundersuch Like-Kind Exchange. The non-requesting party will also agree to issue all closing documentsBuyer reserves the right, including the deed, to the applicable qualified intermediary at or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur to assign its rights or be subject a portion thereof under this Agreement with respect to any liability or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not otherwise provided for in release either Seller or Buyer from, or expand, any of their respective liabilities and obligations to each other under this Agreement; . The party not participating in the Closing Date Like-Kind Exchange shall not be delayed obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Properties if such costs are the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging other party; ’s Like-Kind Exchange, and the exchanging party shall electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the non-exchanging other party and hold the non-exchanging party harmless from and against any and all claims, demands, losses and liabilities, costsif any, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to resulting from the nonLike-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeKind Exchange.

Like-Kind Exchange. At either party’s request, the non-requesting Any party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement may elect to structure this transaction as a like-kind exchange for the benefit of the requesting party in accordance with pursuant to Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting the regulations promulgated thereunder, with respect to any assignment or all of the Assets (a “Like-Kind Exchange”) at any time prior to the Closing Date of the Asset Contribution. In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and do all acts as may be reasonably required or requested by the requesting party of its rights hereunder electing for a Like-Kind Exchange with regard to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement effecting such Like-Kind Exchange, including, but not limited to, permitting such Party to the contrary, the requesting party may assign its rights under this Agreement to a Qualified Intermediary (“qualified intermediary” QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an “exchange accommodation titleholder” in order to facilitateexchange. EQM reserves the right, at no cost or expense prior to the other, a forward or reverse like-kind exchange under Section 1031 Closing of the Internal Asset Contribution, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Assets to EQM’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Code; providedProcedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. EQT Gathering and EQM acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either EQT Gathering or EQM from, howeveror expand, that such assignment will not relieve the requesting party of any of its their respective liabilities and obligations hereunderto each other under this Agreement. The nonparty not participating in the Like-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date Kind Exchange shall not be delayed obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Assets if such costs are the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging other party; ’s Like-Kind Exchange, and the exchanging party shall electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the non-exchanging other party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penaltiesclaims, damages losses and lossesliabilities, includingif any, without limitation, reasonable attorneys’ fees relating to resulting from the nonLike-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeKind Exchange.

Like-Kind Exchange. At either party’s request, Notwithstanding the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything provisions contained in this Agreement relating to the contrarysale of the Real Property, the requesting party may assign its rights under this Agreement parties acknowledge that it is the desire and intention of Seller, if possible, to exchange the Real Property for property of a “qualified intermediary” or like kind in an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, qualifying as a forward or reverse liketax-kind free exchange under Section 1031 of the Internal Revenue CodeCode of 1986. If requested by Seller, Purchaser shall reasonably cooperate with Seller in attempting to implement such exchange as hereinafter provided, at Seller's sole cost and expense, in lieu of the sale provided for above, provided that such cooperation shall be limited to (a) acknowledging and agreeing to the assignment by Seller of all of its rights (but not its obligations) under this Agreement to a qualified intermediary in a manner consistent with the provisions of Treasury Regulations Sections 1.1031(k)-1(g)(4), (b) to paying the net Purchase Price (after deposits to required escrowees and other adjustments provided hereunder) in accordance with the joint directions of Seller and any such qualified intermediary and (c) taking any other action as may otherwise be reasonably required to effect such exchange and further provided that: (a) Purchaser incurs no risk, liability, obligation, cost or expense associated with the exchange; (b) the exchange does not affect or delay settlement of Purchaser's acquisition of the Real Property as provided in this Agreement; (c) Seller hereby waives any and all claims it may have against Purchaser resulting from the transaction described in this Article 27 and agrees to indemnify and hold Purchaser harmless from and against all liability arising out of its cooperation in effecting the exchange as requested by Seller including, without limitation, any liability or costs incurred by Purchaser arising from any tax proceedings or investigation conducted in connection with the exchange; (d) if the terms regarding the purchase of the exchange property provides for any financing other than the payment of all costs, Purchaser shall have no liability for such financing; (e) Purchaser shall not be required to take title to any exchange property; and (f) any documentation required to be signed by Purchaser shall be delivered to Purchaser and its counsel at least three (3) days prior to the Closing Date and shall be in form and substance reasonably satisfactory to Purchaser. In the event Seller elects to exchange the Real Property as set forth herein, any exchange contract to be signed by Purchaser shall provide that the sole and exclusive remedy of the seller of the exchange property shall be forfeiture of any deposit which may be required thereunder. The parties hereto acknowledge that Purchaser shall not be deemed Seller's agent in connection with said exchange. All costs and expenses in connection with the acquisition or transfer of any exchange property, including any deposit required by any exchange property contract, shall be the obligation of Seller and all costs and expenses incurred by Purchaser in conjunction with the acquisition of such exchange property pursuant to the contact therefor and transferring same to Seller shall, at Purchaser's sole option, either be (i) credited toward the Purchase Price otherwise due Seller under this Agreement, or (ii) fully reimbursed to the Purchaser (or if requested by Purchaser, advanced by Seller to Purchaser prior to the time that Purchaser incurs, or becomes obligated to pay, such cost or expense); provided, however, if Purchaser reasonably anticipates that attorneys' fees and costs incurred by Purchaser in cooperating with any such assignment like-kind exchange transaction will not relieve exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00), Purchaser shall immediately notify Seller, in writing, of the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documentssame, including the deedand, anything herein to the applicable qualified intermediary contrary notwithstanding, Seller shall have no liability for payment of Purchaser's attorneys' fees and costs in excess of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) unless and until Seller has notified Purchaser, in writing, that Seller shall pay any such excess attorneys' fees and costs. If Seller fails to so notify Purchaser, in writing, Purchaser's obligation to cooperate with Seller in effecting any such like-kind exchange transaction shall terminate. In the event that for any reason exchange property is not located or any transaction involving the acquisition by Seller or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that property is not otherwise provided for consummated, Seller shall be obligated to consummate settlement under this Agreement as fully and as effectively as if the provision of this Article 27 were not set forth in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchange.

Like-Kind Exchange. At either party’s request, Tenant understands that Landlord may seek to structure the non-requesting party disposition of its interest in the Premises in such a way that will afford Landlord an opportunity to take all actions reasonably requested by the requesting party in order to effectuate all or any part advantage of the transactions contemplated by this Agreement a like-kind exchange for the benefit provisions of the requesting party in accordance with Section 1031 of the Internal Revenue CodeCode of 1986, as amended and the Treasury Regulations promulgated thereunder governing “like-kind” exchanges. Tenant shall cooperate with Landlord in such efforts provided Tenant shall not be responsible for any costs and/or expenses in connection therewith. Without limiting the generality of the foregoing, Tenant as directed by Landlord, shall make all payments on account of the purchase price under any contract of sale entered pursuant to the terms of this Lease including executing an instrument acknowledging any deposit thereunder, to a Qualified Intermediary (as defined in the Treas. Reg. 1.1031(k)-1(g)(4)). Landlord reserves the right, in effectuating such like-kind exchange, to assign Landlord’s rights, but not its obligations, under any agreement to the Qualified Intermediary and consenting Tenant hereby consents to such assignment. Tenant agrees to execute such reasonable documents and otherwise to cooperate in such respects as may reasonably be requested by Landlord in order to enable Landlord to carry out a like-kind exchange as aforesaid. Notwithstanding anything contained herein to the contrary, (a) Tenant shall not incur (except to a de minimus extent) additional costs or expenses, or have any assignment by the requesting party of its obligations under any agreement increased or any of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of reduced, in connection with the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; providedexchange, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party (b) Landlord shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and Tenant for all claimsloss, demandscost, liabilities, costs, expenses, penaltiesexpense, damages and lossesliabilities, including, without limitation, reasonable attorneys’ fees relating to the noncosts and expenses, incurred by Tenant in connection with such like-exchanging party’s participation in such kind exchange. This Agreement is not subject In the event that the Landlord fails to or conditioned upon arrange such a like-kind exchange, the ability to consummate an exchangetransaction shall nevertheless be consummated as a sale and purchase.

Like-Kind Exchange. At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchange. The indemnification provision set forth in this Section 12.14 shall survive the Closing.

Like-Kind Exchange. At either party’s requestNotwithstanding anything else in this Agreement, each Party shall have the non-requesting party will take all actions reasonably requested by the requesting party in order right to effectuate all or any part of structure the transactions contemplated by under the terms of this Agreement as a likeLike-kind exchange for Kind Exchange. Notwithstanding any other provisions of this Agreement, in connection with effectuating a Like-Kind Exchange, each Party shall have the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Coderight, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary at or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement prior to the contraryClosing Date or any subsequent closing, the requesting party may to assign all or a portion of its rights under this Agreement (the “Assigned Rights”) to a “qualified intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4) of the Treasury Regulations) or to an “Exchange Accommodation Titleholder” (as that term is defined in U.S. Revenue Procedure 2000-37). In the event a Party (in its capacity as an exchanging party, referred to in this Section 15.16 as an “Exchanging Party”) assigns the Assigned Rights to a “qualified intermediary” pursuant to this Section 15.16, then such Exchanging Party agrees to notify the other Party in writing of such assignment reasonably in advance of the Closing Date. In addition, should a Party choose to effectuate a Like-Kind Exchange, the Parties agree to use reasonable best efforts to cooperate with one another in the completion of such an exchange, including the execution of all documents reasonably necessary to effectuate such a Like-Kind Exchange; provided, however, that (a) the Closing Date shall not be delayed or affected by reason of the Like-Kind Exchange, (b) the Exchanging Party shall effect its Exchange through an assignment of the Assigned Rights to a “qualified intermediary” or to an “exchange accommodation titleholderExchange Accommodation Titleholder,” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that but such assignment will shall not relieve the requesting party of release such Exchanging Party from any of its liabilities or obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall under this Agreement and (c) the non-exchanging party Exchanging Party shall incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all no additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, unreimbursed costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to or liabilities as a result of or in connection with the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchange.exchange HN\1533753.22

Like-Kind Exchange. At either party’s request, the non-requesting Any party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement may elect to structure this transaction as a like-kind exchange for the benefit of the requesting party in accordance with pursuant to Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting the regulations promulgated thereunder, with respect to any assignment or all of the Sunrise Assets (a “Like-Kind Exchange”) at any time prior to the Closing Date. In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and do all acts as may be reasonably required or requested by the requesting party of its rights hereunder electing for a Like-Kind Exchange with regard to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement effecting such Like-Kind Exchange, including, but not limited to, permitting such Party to the contrary, the requesting party may assign its rights under this Agreement to a Qualified Intermediary (“qualified intermediary” QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an “exchange accommodation titleholder” in order to facilitateexchange. EQM reserves the right, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur to assign its rights or be subject a portion thereof under this Agreement with respect to any liability or all of the Sunrise Assets to EQM’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Holdings and EQM acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not otherwise provided for in release either Holdings or EQM from, or expand, any of their respective liabilities and obligations to each other under this Agreement; . The party not participating in the Closing Date Like-Kind Exchange shall not be delayed obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Sunrise Assets if such costs are the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging other party; ’s Like-Kind Exchange, and the exchanging party shall electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the non-exchanging other party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penaltiesclaims, damages losses and lossesliabilities, includingif any, without limitation, reasonable attorneys’ fees relating to resulting from the nonLike-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeKind Exchange.

Like-Kind Exchange. At either party’s request, the non-requesting Either party will take all actions reasonably requested by the requesting party in order may elect to effectuate all or any part of the transactions contemplated by structure this Agreement transaction as a like-kind exchange for the benefit of the requesting party in accordance with pursuant to Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting the regulations promulgated thereunder, with respect to any assignment or all of the Assets (a “Like-Kind Exchange”) at any time prior to the date of Closing. In order to effect a Like-Kind Exchange, non-electing party shall cooperate and do all acts as may be reasonably required or requested by the requesting party of its rights hereunder electing for a Like-Kind Exchange with regard to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement effecting such Like-Kind Exchange, including, but not limited to, permitting such party to the contrary, the requesting party may assign its rights under this Agreement to a Qualified Intermediary (“qualified intermediary” QI”) of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an “exchange accommodation titleholder” in order to facilitateexchange. Buyer reserves the right, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur to assign its rights or be subject a portion thereof under this Agreement with respect to any liability or all of the Assets to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not otherwise provided for in release either Seller or Buyer from, or expand, any of their respective liabilities and obligations to each other under this Agreement; . The party not participating in the Closing Date Like-Kind Exchange shall not be delayed obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Assets if such costs are the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging other party; ’s Like-Kind Exchange, and the exchanging party shall electing to consummate the sale or purchase as a Like-Kind Exchange agrees to hold harmless and indemnify the non-exchanging other party and hold the non-exchanging party harmless from and against any and all claims, demands, losses and liabilities, costsif any, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to resulting from the nonLike-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchange.Kind Exchange..

Like-Kind Exchange. At either party’s request, the non-requesting Either party will take all actions reasonably requested by the requesting party in order may elect to effectuate all or any part of the transactions contemplated by structure this Agreement transaction as a like-kind exchange for the benefit of the requesting party in accordance with pursuant to Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting the regulations promulgated thereunder, with respect to any assignment or all of the Properties (a “Like-Kind Exchange”) at any time prior to the date of Closing. In order to effect a Like-Kind Exchange, non-electing party shall cooperate and do all acts as may be reasonably required or requested by the requesting party of its rights hereunder electing for a Like-Kind Exchange with regard to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement effecting such Like-Kind Exchange, including, but not limited to, permitting such party to the contrary, the requesting party may assign its rights under this Agreement to a Qualified Intermediary (“qualified intermediary” QI”) of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Codeexchange; provided, however, that such assignment Buyer shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and Buyer’s possession of the Properties will not relieve the requesting party be delayed by reason of any of its obligations hereundersuch Like-Kind Exchange. The non-requesting party will also agree to issue all closing documentsBuyer reserves the right, including the deed, to the applicable qualified intermediary at or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur to assign its rights or be subject a portion thereof under this Agreement with respect to any liability or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not otherwise provided for in release either Seller or Buyer from, or expand, any of their respective liabilities and obligations to each other under this Agreement; . The party not participating in the Closing Date Like-Kind Exchange shall not be delayed obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Properties if such costs are the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging other party; ’s Like-Kind Exchange, and the exchanging party shall electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the non-exchanging other party and hold the non-exchanging party harmless from and against any and all claims, demands, losses and liabilities, costsif any, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to resulting from the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeLike- Kind Exchange.

Like-Kind Exchange. At either party’s request, Purchaser and Seller agree and acknowledge that each of them shall have the non-requesting party will take all actions reasonably requested by right to seek to qualify the requesting party in order to effectuate all or any part of the transactions transaction contemplated by this Agreement herein as a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code. In the event that either party (as applicable, the “Requesting Party”) exercises its right under this Agreement to seek to qualify any such transaction contemplated herein as a like-kind transaction under Section 1031, the other party (the “Non-Requesting Party”) agrees to cooperate reasonably in the exchange, at the Requesting Party’s sole cost, expense and liability (whether before, at or after Closing), and execute any additional agreements which such Requesting Party reasonably determines to be necessary, and the Non-Requesting Party reasonably approves, for the transaction or transactions represented by this Agreement to qualify as part of a like-kind exchange under Code Section 1031 either prior to or after Closing provided that (i) the Non-Requesting Party incurs no additional liability, cost or expense; and (ii) the Non-Requesting Party shall not be required to take title to any property other than the Properties. Furthermore, each party expressly acknowledges and agrees that both party’s rights under this Agreement are assignable only to the extent necessary to permit such assigning party to seek to qualify the transaction as part of a like-kind exchange under the Code provided, however, that any such assignment will shall not relieve release the requesting assigning party from its obligations hereunder. The Requesting Party further agrees to indemnify and hold Non-Requesting Party free and harmless from any cost, expense or liability, including reasonable attorney fees, resulting from the Non-Requesting Party’s participation in any such exchange for the benefit of the Requesting Party. Notwithstanding the foregoing, (i) any exchange or proposed exchange (including any tax consequences to either party) shall be at the sole risk of the Requesting Party, (ii) no such exchange or proposed exchange shall delay or postpone Closing, and (iii) should the Requesting Party fail for any reason to effect a tax deferred exchange as contemplated in this Section 12.15, then and in any such event, the purchase by the Requesting Party of the Properties shall be consummated in accordance with the terms and conditions of this Agreement as though the provisions of this Section 12.15 had been omitted herefrom, except that the Non-Requesting Party shall be reimbursed and indemnified from resulting costs and expenses as provided in this Section. Nothing contained in this Section 12.15 shall release the Requesting Party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in liabilities under this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demandswhether arising before, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to at or conditioned upon the ability to consummate an exchangeafter Closing.

Like-Kind Exchange. At either party’s request, Purchaser may elect to treat the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part acquisition of the transactions contemplated by this Agreement a Acquired Interests as an exchange of like-kind exchange for the benefit of the requesting party in accordance with property under Section 1031 of the Code (an “Exchange”) provided that the Closing shall not be delayed by reason of the Exchange. Sellers agree to use reasonable efforts to cooperate with Purchaser in the completion of such an Exchange including an Exchange subject to the procedures outlined in Treasury Regulation § 1.1031(k)-1 and/or Internal Revenue Code, including executing an instrument acknowledging and consenting Service Revenue Procedure 2000-37. Purchaser shall have the right at any time prior to any assignment by the requesting party Closing to assign all or a part of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” intermediary (as that term is defined in Treasury Regulation § 1.1031(k)-1(g)(4)(iii)) or an “exchange accommodation titleholder” titleholder (as that term is defined in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; providedService Revenue Procedure 2000-37) to effect an Exchange. Each Party acknowledges and agrees that neither an assignment of Purchaser’s rights under this Agreement nor any other actions taken by Purchaser or any other Person in connection with the Exchange shall release any Party from, howeveror modify, that such assignment will not relieve the requesting party of any of its Liabilities (including indemnity obligations hereunder. The non-requesting party will also agree to issue all closing documentseach other) under this Agreement, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in and no event shall the non-exchanging party incur or be subject Party makes any representations as to any liability particular Tax treatment that is not otherwise provided for in this Agreement; the Closing Date shall not may be delayed as the result afforded to any other Party by reason of such exchange; assignment or any other actions taken in connection with the Exchange. If Purchaser elects to treat the acquisition of the Acquired Interests as an Exchange, Purchaser shall be obligated to pay all additional costs incurred hereunder as a result of the Exchange, and in connection consideration for the cooperation of Sellers, Purchaser shall agree to pay all costs associated with such exchange shall be borne by the exchanging party; Exchange and the exchanging party shall to indemnify the non-exchanging party and hold the non-exchanging party Sellers, their Affiliates, and their respective former, current and future partners, members, shareholders, owners, officers, directors, managers, employees, agents and representatives harmless from and against any and all claimsLiabilities and Taxes arising out of, demandsbased upon, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject attributable to or conditioned upon resulting from the ability to consummate an exchangeExchange or transactions or actions taken in connection with the Exchange that would not have been incurred by Sellers but for Purchaser’s Exchange election.

Like-Kind Exchange. At either party’s request, the non-requesting Any party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement may elect to structure this transaction as a like-kind exchange for the benefit of the requesting party in accordance with pursuant to Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting the regulations promulgated thereunder, with respect to any assignment or all of the Transferred Assets (a “Like-Kind Exchange”) at any time prior to the Closing Date. In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and do all acts as may be reasonably required or requested by the requesting party of its rights hereunder electing for a Like-Kind Exchange with regard to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement effecting such Like-Kind Exchange, including, but not limited to, permitting such Party to the contrary, the requesting party may assign its rights under this Agreement to a Qualified Intermediary (“qualified intermediary” QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an “exchange accommodation titleholder” in order to facilitateexchange. EQM reserves the right, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur to assign its rights or be subject a portion thereof under this Agreement with respect to any liability or all of the Transferred Assets to EQM’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. EQT Gathering or EQT Gathering Holdings, as applicable, and EQM acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not otherwise provided for in release either EQT Gathering or EQT Gathering Holdings, as applicable, or EQM from, or expand, any of their respective liabilities and obligations to each other under this Agreement; . The party not participating in the Closing Date Like-Kind Exchange shall not be delayed obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Transferred Assets if such costs are the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging other party; ’s Like-Kind Exchange, and the exchanging party shall electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the non-exchanging other party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penaltiesclaims, damages losses and lossesliabilities, includingif any, without limitation, reasonable attorneys’ fees relating to resulting from the nonLike-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeKind Exchange.

Like-Kind Exchange. At either party’s requestAny of the parties hereto may desire, and each other party is willing to cooperate (subject to the non-requesting party will take all actions reasonably requested by the requesting party in order limitations set forth below), to effectuate all or any part the sale of the transactions contemplated Property by this Agreement a means of an exchange of “like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediarykind” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange property which will qualify as such under Section 1031 of the Internal Revenue Code; providedCode of 1986, howeveras amended, and the regulations promulgated thereunder. Each party expressly reserves the right to assign its rights, but not its obligations, hereunder to a qualified intermediary as provided in I.R.C. Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event cooperation shall the non-exchanging party incur or be subject to any liability that is the following conditions: (a) such exchange shall not otherwise provided for in this Agreement; delay the Closing Date and shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller shall be paid, upon Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall not be delayed as required to participate in any subsequent closing, (b) the result Other Party shall not be obligated to spend any sums or incur any expenses in excess of such exchange; all additional costs in connection with such exchange shall be borne the sums and expenses which would have been spent or incurred by the exchanging party; Other Party if there had been no exchange, and (c) Purchaser shall not be obligated to acquire or accept title to any property other than the exchanging party Property, and Seller shall indemnify not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the nonconveyance of the Property made pursuant to this Section 12.11 shall qualify for a like-exchanging party kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Seller (if Seller is the Requesting Party), or Seller has conveyed the Property as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. Each Requesting Party hereby indemnifies and hold holds the non-exchanging party Other Party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages liabilities and losses, including, without limitation, reasonable attorneys’ fees relating expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon Property, which indemnity shall survive the ability to consummate an exchangeClosing until the expiration of any applicable statute of limitations.

Like-Kind Exchange. At either party’s request, Either party may desire to close the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions transaction contemplated by this Agreement as part of a like-like kind exchange for within the benefit meaning of the requesting party in accordance with Section 1031 of the Internal Revenue CodeCode of 1986, including executing as amended, and the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an instrument acknowledging and consenting “Exchanging Party”) reserves the right to any assignment by the requesting party of assign its rights hereunder rights, but not its obligations hereunder, to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or an exchange accommodation titleholder. In furtherance of before the foregoing and notwithstanding anything contained in Closing; provided that this Agreement shall be binding upon the assignee in all respects as to the contraryobligations to the Buyer. The other party (the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the requesting party may assign its rights under this Agreement to a “qualified intermediary” Exchanging Party on or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; before the Closing Date to facilitate such an exchange, provided that (a) Buyer shall not be delayed as required to acquire any additional or substitute property or interests, (b) such exchange shall not affect the result representations, warranties, liabilities and obligations of such exchange; all Seller or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional costs cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange) or any reduction or alteration of its rights under this Agreement, and (d) no dates in this Agreement will be extended as a result thereof, except as specifically provided herein. As part of such Exchange, Seller shall be borne by convey the exchanging party; and the exchanging party Property directly to Buyer. The Exchanging Party shall indemnify the non-exchanging party and hold the non-exchanging party Cooperating Party harmless and defend the Cooperating Party from and against any and all claims, demands, causes of action, liabilities, losses, costs, expenses, penalties, damages and losses, including, without limitation, expenses (including reasonable attorneys’ ' fees relating and expenses and court costs) of any kind and nature in connection with such Exchange or the Cooperating Party’s cooperation with the Exchanging Party to the non-exchanging party’s participation in accomplish such exchangeExchange. This Agreement is not subject to The terms of this Section shall survive Closing or conditioned upon the ability to consummate an exchangeany earlier termination of this Agreement.

Like-Kind Exchange. At either party’s request, the non-requesting Each party will hereby agrees to take any and all actions at closing as are reasonably requested by necessary to help the requesting party in order other to effectuate all or any part of the transactions contemplated by this Agreement a like-kind exchange for the benefit of the requesting party in accordance with Property pursuant to Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting including, but not limited to any assignment (i) entering into a like-kind exchange trust agreement authorized by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order acceptable to facilitate, at no cost or expense Purchaser and Seller to the other, effectuate a forward or reverse like-kind exchange of the Property, which agreement shall be in the form and substance sufficient to allow such party’s exchange of the Property to qualify as a tax-free exchange under Section 1031 of the Internal Revenue Code, (ii) paying to the qualified intermediary the cash at closing for the Property in accordance with the instructions of the intermediary, and (iii) executing a notification statement acknowledging that the other party has elected to effectuate a like-kind exchange; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging requesting party incur or be subject required to take title to any other real property or to incur any additional expenses or liability that is in order to effectuate the like-kind exchange and, except as set forth below in subsection (b), the like-kind exchange shall not otherwise provided for in this Agreement; delay the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging Date. The requesting party; and the exchanging party shall indemnify the non-exchanging party , whether Seller or Purchaser, agrees to indemnify, defend and hold the non-exchanging other party harmless from and against any and all claims, demands, liabilities, costs, expenses, penaltiesclaims and other liabilities of any kind arising with regard to the effectuation of a tax free exchange as described herein. Notwithstanding anything to the contrary provided herein, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject requesting party makes no representations or warranties as to the tax treatment for the transaction contemplated hereby or conditioned upon the ability of the transaction contemplated to consummate an exchangequalify for like-kind exchange treatment pursuant to Section 1031 of the Code. In the event both parties desire to effectuate a like-kind exchange as described herein, each party shall pay any and all costs associated with their respective transactions.

Like-Kind Exchange. At either party’s requestNotwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and agrees that Seller shall have the non-requesting party will take all actions reasonably requested by right at Closing, in lieu of receiving the requesting party in order to effectuate all or any part Purchase Price for the sale of the transactions contemplated by this Agreement Property, to exchange the Property (the "TAX-FREE EXCHANGE") in a liketransaction intended to qualify as a tax-kind free exchange for the benefit of the requesting party in accordance with Section under SECTION 1031 of the Internal Revenue CodeCode of 1986, including executing an instrument acknowledging as amended from time to time, and consenting to any assignment regulations, rulings and guidance issued by the requesting party Internal Revenue Service (collectively, the "CODE"). If Seller elects to effect a Tax-Free Exchange pursuant to this SECTION 10.24, Seller shall provide written notice to Purchaser prior to Closing, in which case Seller shall enter into an exchange agreement and other exchange documents with a "qualified intermediary" (as defined in Treas. Reg. ss. 1.1031(k)-1(g)(4) of the Code) (the "EXCHANGE PARTY"), pursuant to which Seller shall assign all of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing right, title and notwithstanding anything contained in interest under this Agreement to the contraryExchange Party. Purchaser shall execute and deliver such documents as may be required to complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the requesting party may assign its rights under Tax-Free Exchange. Purchaser agrees that if Seller elects to effect a Tax-Free Exchange pursuant to this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitateSECTION 10.24, at no cost or expense Closing, Purchaser shall pay the Purchase Price to the other, a forward or reverse like-kind exchange under Section 1031 of Exchange Party and direct Escrow Agent to disburse the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, Xxxxxxx Money to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to ClosingExchange Party. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for foregoing in this Agreement; SECTION 10.24, the Closing Date Tax-Free Exchange shall not be delayed as the result of such exchange; diminish Purchaser's rights, nor increase Purchaser's liabilities or obligations, under this Agreement. Seller shall pay for all additional fees, costs and expenses in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the nonTax-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeFree Exchange.

Like-Kind Exchange. At either party’s requestAny of the Parties hereto may desire, and each other party is willing to cooperate (subject to the non-requesting party will take all actions reasonably requested by the requesting party in order limitations set forth below), to effectuate all the sale or any part purchase of the transactions contemplated Project by this Agreement means of a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-like kind exchange under Section 1031 of the Internal Revenue Code; providedCode of 1986, howeveras amended, and the regulations promulgated thereunder. Each party expressly reserves the right to assign its rights, but not its obligations, hereunder to a qualified intermediary on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with the Requesting Party to effect a like-kind exchange with respect to the Project, provided that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event cooperation shall the non-exchanging party incur or be subject to any liability that is the following conditions: (a) such exchange shall not otherwise provided for in this Agreement; delay the Closing Date and shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller shall upon Seller’s prior written direction to Buyer, be paid to a third party escrow agent or intermediary such that Buyer shall not be delayed as required to participate in any subsequent closing, (b) the result Other Party shall not be obligated to incur any expenses in excess of such the expenses which would have been incurred if there had been no exchange; all additional costs in connection with such exchange , and (c) Buyer shall not be borne obligated to acquire or accept title to any property other than the Project, and Seller shall not be obligated to acquire or accept title to any property. The Other Party agrees to acknowledge, prior to the time of Closing, the foregoing assignment by the exchanging party; Requesting Party. Such cooperation shall extend both to a forward and a reverse Section 1031 exchange. The Other Party makes no representation or warranty that the exchanging party conveyance of any property made pursuant to this Section 13.1 shall qualify for a like-kind exchange. Once Buyer has paid the purchase money proceeds as directed by Seller (if Seller is the Requesting Party), or Seller has conveyed the Project as directed by Buyer (if Buyer is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such like-kind exchange. The Requesting Party hereby agrees to indemnify the non-exchanging party and hold the non-exchanging party Other Party harmless from and against any and all claims, demands, liabilities, costs, expensesliabilities and expenses incurred or suffered by the Other Party in connection with a like-kind exchange, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to which indemnity shall survive the non-exchanging party’s participation in such exchangeClosing until the expiration of any applicable statute of limitations. This Agreement is not subject to or conditioned upon the ability to consummate an exchange.[Signatures follow on next page(s)]

Like-Kind Exchange. At The parties hereby agree to cooperate with one another in the event either party’s request, party desires to structure the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement Closing as a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue CodeCode (“I.R.C.”) provided that: (i) either or both parties may structure the transaction using an exchange agreement involving a “Qualified Intermediary” as defined in the regulations issued under Section 1031 of the I.R.C.; provided(ii) Seller and/or Purchaser, howeveras the case may be, that such assignment will not relieve shall receive notice of the requesting party proposed structure of the transaction and the identity and organizational form or the Qualified Intermediary and a copy of any exchange agreement or other agreements pertinent to the transaction with sufficient time to review the same prior to the Closing Date: (iii) the structure of the transaction shall be designated so that the Purchase Price hereunder is paid to Seller or Seller’s designee on the Closing Date; and (iv) nothing herein shall obligate either party to take any action which either party believes, in its obligations hereunderreasonable discretion, adversely affects that party’s tax position; does not have a reasonable basis in law; will place the party in the position of possessing any legal, equitable or beneficial ownership in any real property involved in the exchange other than the Property, or requires actions on the part of the party which cannot reasonably be accomplished by the party within the time frame necessary for the transaction to quality as a like-kind exchange. Seller further acknowledges that Purchaser may close on the purchase of the Property in a tenancy-in-common with one or more other tenants-in-common if necessary to complete the like-kind exchange. Neither party makes any representations or warranties that the other party’s proposed transaction will qualify as a like-kind exchange under I.R.C. 1031 and applicable regulations there under. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject agrees to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party indemnify, defend, and hold the non-exchanging party harmless from and against for any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to or other liabilities which might arise as a result of the non-exchanging other party’s participation cooperating with and assisting with the indemnifying party in such exchange. This Agreement is not subject to or conditioned upon accomplishing the ability to consummate an exchange.

Like-Kind Exchange. At either party’s requestXxxxxx agrees to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party as taxpayer, a like-kind exchange of real property, whether a simultaneous, reverse or deferred exchange, pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. The cooperating Party specifically agrees to execute such documents and instruments as are reasonably necessary to implement such an exchange. The taxpayer shall be solely responsible for assuring that the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the non-requesting party will take all actions reasonably requested by cooperating Party specifically agrees that the requesting party in order to effectuate all or any part of the transactions contemplated by taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue CodeReal Property, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, provided that such assignment will shall not serve to relieve the requesting party taxpayer of any of its liability for the taxpayer’s obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event : (a) Neither Party shall the non-exchanging party be required to incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs or expense in connection with such its participation in the other Party’s exchange; (b) Neither Party shall be required to hold or otherwise acquire, or be in title to, any property other than the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; (d) The Party proposing the exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party indemnify, protect, defend and hold the non-exchanging party other Party and any of its partners, officers, directors, shareholders, members, attorneys and agents harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and lossesliability, including, without limitationbut not limited to, reasonable costs and attorneys’ fees relating fees, caused by or resulting from their participation in the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty to the non-exchanging party’s participation Party proposing the exchange that such exchange will qualify for tax deferral or other tax treatment, whether pursuant to the Internal Revenue Code or otherwise; (f) The transaction contemplated by this Agreement shall not in such exchange. This Agreement is not any way be postponed or, be subject to rescission or conditioned upon be contingent upon, completion of the ability to consummate an exchange.; and

Like-Kind Exchange. At either party’s request, the non-requesting Either party will take all actions reasonably requested by the requesting party in order may elect to effectuate all or any part of the transactions contemplated by structure this Agreement transaction as a like-kind exchange for the benefit of the requesting party in accordance with pursuant to Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting the regulations promulgated thereunder, with respect to any assignment or all of the Properties (a “Like-Kind Exchange”) at any time prior to the date of Closing. In order to effect a Like-Kind Exchange, non-electing party shall cooperate and do all acts as may be reasonably required or requested by the requesting party of its rights hereunder electing for a Like-Kind Exchange with regard to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement effecting such Like-Kind Exchange, including, but not limited to, permitting such party to the contrary, the requesting party may assign its rights under this Agreement to a Qualified Intermediary (“qualified intermediary” QI”) of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Codeexchange; provided, however, that such assignment Buyer shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and Xxxxx’s possession of the Properties will not relieve the requesting party be delayed by reason of any of its obligations hereundersuch Like-Kind Exchange. The non-requesting party will also agree to issue all closing documentsBuyer reserves the right, including the deed, to the applicable qualified intermediary at or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur to assign its rights or be subject a portion thereof under this Agreement with respect to any liability or all of the Properties to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Xxxxx acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not otherwise provided for in release either Seller or Buyer from, or expand, any of their respective liabilities and obligations to each other under this Agreement; . The party not participating in the Closing Date Like-Kind Exchange shall not be delayed obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Properties if such costs are the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging other party; ’s Like-Kind Exchange, and the exchanging party shall electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the non-exchanging other party and hold the non-exchanging party harmless from and against any and all claims, demands, losses and liabilities, costsif any, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to resulting from the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeLike- Kind Exchange.

Like-Kind Exchange. At either party’s request, In the non-requesting party will take all actions reasonably requested by the requesting party in order event that Seller and/or Purchaser shall elect to effectuate all or any the Closing as part of the transactions contemplated by this Agreement a “like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediarykind” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code, each party agrees to cooperate with and assist the other in all reasonable respects (at no cost other than incidental attorneys’ fees) in order that the exchange so qualifies as a “like-kind” exchange under Section 1031 of the Code and the Treasury Regulations promulgated, or to be promulgated, thereunder. If either party, or any member/shareholder of either party (the “Exchanging Party”), so elects, the other party (the “Cooperating Party”) shall execute such documents and take such action as may be reasonably necessary in order to effectuate this transaction as a like-kind exchange; provided, however, that such assignment will not relieve that: (i) the requesting party Cooperating Party’s cooperation hereunder shall be without cost, expense or liability to the Cooperating Party of any kind or character other than attorneys’ fees, costs or expenses incurred in connection with the review of its obligations hereunder. The noncustomary documentation in order to effectuate such like-requesting party will also agree kind exchange, and the Cooperating Party shall have no obligation to issue take title to any other real property; (ii) the Exchanging Party shall assume all closing documentsrisks in connection with the designation, including selection and setting of terms of the deedpurchase or sale of any exchange property; (iii) except as set forth above, the Exchanging Party shall bear all costs and expenses in connection with any such exchange transaction in excess of the costs and expenses which would have otherwise been incurred in acquiring or selling the Property by means of a straight purchase, so that the net effect to the applicable qualified intermediary or Cooperating Party shall be otherwise identical to that which would have resulted had this Agreement closed on a purchase and sale; (iv) there shall be no delay in the Scheduled Closing Date resulting from such exchange accommodation titleholder if so directed by the requesting party prior Exchanging Party; (v) any documents to Closing. Notwithstanding the foregoing, in effectuate such exchange transaction shall have no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for practical effect on terms and conditions contained in this Agreement; and (vi) the Closing Date Exchanging Party shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party indemnify, defend and hold the non-exchanging party Cooperating Party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and lossesloss, causes of action, suits, risks, liability, costs or expenses of any kind or nature (including, without limitation, reasonable attorneys’ fees relating to fees) which the non-exchanging party’s participation in such exchange. This Agreement is not subject Cooperating Party may incur or sustain, directly or indirectly, related to or conditioned upon in connection with, or arising out of, the ability to consummate an exchangeconsummation of this transaction as a like-kind exchange as contemplated hereunder.

Like-Kind Exchange. At either Buyer or Seller may elect to exchange the Property for other property of a like kind (or exchange other real estate for the Property), provided that: (a) the Closing shall not be delayed or affected by reason of the exchange nor shall the consummation or accomplishment of an exchange be a condition precedent or condition subsequent to the exchanging party’s requestobligations under this Agreement, (b) the exchanging party shall effect its exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an exchange desired by the other party, (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-requesting exchanging party will take all actions reasonably requested by had the requesting exchanging party not consummated the transaction through an exchange, and (e) the party acquiescing to the exchange shall not be responsible for compliance with or be deemed to have warranted to the other party that the exchange in order to effectuate all or any part of the transactions contemplated by this Agreement a like-kind exchange for the benefit of the requesting party in accordance fact complies with Section §1031 of the Internal Revenue CodeCode of 1986, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder as amended. Both parties shall reasonably cooperate with each other with respect to a qualified intermediary or an exchange accommodation titleholderlike kind exchange, subject to the conditions of this Section. In furtherance Should this Agreement become a part of a 1031 transaction, the exchanging party hereby agrees that the non-exchanging party may enforce any and all representations, warranties, covenants and other obligations of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting exchanging party may assign its rights under this Agreement to directly against the exchanging party and the non-exchanging party agrees that the exchanging party may enforce any and all representations, warranties, covenants and other obligations of the non-exchanging party under this Agreement directly against the non-exchanging party notwithstanding the use of a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense similar party contemplated by the applicable Treasury Regulations as a party to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereundertransaction. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchange.[Signature Page Follows]

Like-Kind Exchange. At either party’s requestEach Party shall accommodate the other Party, the non-requesting party will take all actions reasonably requested by the requesting party in order pursuant to effectuate all or any part Section 1031 of the transactions contemplated Code, to effect a tax-deferred exchange or like-kind property with respect to the Terminals. To effect such an exchange, Seller may require Buyer, among other things, to pay the Purchase Price for the Terminals to a trust or intermediary party ("Qualified Intermediary") designated by Seller, and Buyer may require Seller, among other things, to transfer title to the Terminals to a Qualified Intermediary. Such election shall be made, if at all, by notice to the other Party no later than ten (10) days after the signing of this Agreement Agreement. The Parties agree to execute such agreements and other documents as may be necessary to complete and otherwise effectuate a tax-deferred exchange in respect of the Terminals, provided that (a) neither Party's obligations hereunder will be increased; (b) such documents shall not modify either Party's representations, warranties or obligations hereunder; (c) the Purchase Price paid by Buyer shall not be different from that which Buyer would have paid pursuant to Section 3.1; (d) neither Party shall incur any additional cost, expense or liability as a result of its cooperation in such exchange; and (e) the Party requesting the like-kind exchange shall indemnify and hold harmless the other Party for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Codeany additional expenses, including executing an instrument acknowledging including, but not limited to, taxes and consenting to closing costs, and any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense (including reasonable counsel fees) that such Party may suffer, sustain or become subject to as a result of: (i) the other, Purchase Price being paid to a forward or reverse like-kind exchange under Section 1031 Qualified Intermediary rather than Seller; (ii) the Terminals title being transferred to a Qualified Intermediary rather than to Buyer; and (iii) the Qualified Intermediary's subsequent use of the Internal Revenue Code; provided, however, that such assignment will not relieve Purchase Price or the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeTerminals.

Like-Kind Exchange. At either party’s requestrequest (the “Requesting Party”), the non-requesting other party will take all actions reasonably requested by the requesting party Requesting Party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party Requesting Party in accordance with Section 1031 of the Internal Revenue CodeCode and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party Requesting Party of its rights (but not its obligations) hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party Requesting Party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the otherother party, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party Requesting Party of any of its obligations hereunder. The non-requesting If so requested, the other party will also agree to issue all closing documents, including the deed, documents to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party Requesting Party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging other party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as required, solely for the result purpose of such the other party’s cooperation with Purchaser’s like-kind exchange; all , to incur any additional costs in connection with such exchange shall be borne by the exchanging party; cost, obligation or liability, and the exchanging party Requesting Party shall indemnify the non-exchanging party indemnify, defend and hold the non-exchanging other party harmless from and against any and all claims, demands, liabilities, such costs, expenses, penalties, damages and losses, including, without limitation, obligations or liabilities (including reasonable attorneys’ fees relating fees), proceedings and causes of actions of any kind incurred or suffered by the other party and solely attributable to such like-kind exchange transaction. In no event shall the nonClosing be delayed because of the Requesting Party’s like-exchanging party’s participation in such exchangekind exchange transaction. This Agreement is not subject to or conditioned upon The provisions of this Section 10.4.3 shall survive the ability to consummate an exchangeClosing of this Agreement.

Like-Kind Exchange. At either party’s request, Purchaser and Seller agree and acknowledge that each of them shall have the non-requesting party will take all actions reasonably requested by right to seek to qualify the requesting party in order to effectuate all or any part of the transactions transaction contemplated by this Agreement herein as a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code. In the event that either party (as applicable, the “Requesting Party”) exercises its right under this Agreement to seek to qualify any such transaction contemplated herein as a like-kind transaction under Section 1031, the other party (the “Non-Requesting Party”) agrees to cooperate reasonably in the exchange, at the Requesting Party's sole cost, expense and liability (whether before, at or after Closing), and execute any additional agreements which such requesting party reasonably determines to be necessary, and the non-requesting party reasonably approves, for the transaction or transactions represented by this Agreement to qualify as part of a like-kind exchange under Code Section 1031 either prior to or after Closing provided that (i) the non-requesting party incurs no additional liability, cost or expense; and (ii) the non-requesting party shall not be required to take title to any property other than the property which is the subject of this Agreement. Furthermore, except as provided in Section 13.4 hereof each party expressly acknowledges and agrees that both party's rights under this Agreement are assignable only to the extent necessary to permit such assigning party to seek to qualify the transaction as part of a like-kind exchange under the Code provided, however, that any such assignment will shall not relieve release the assigning party from its obligations hereunder. The requesting party further agrees to indemnify and hold non-requesting free and harmless from any cost, expense or liability, including reasonable attorney fees, resulting from non-requesting party's participation in any such exchange for the benefit of requesting party. Notwithstanding the foregoing, (i) any exchange or proposed exchange (including any tax consequences to either party) shall be at the sole risk of the requesting party, (ii) no such exchange or proposed exchange shall delay or postpone Closing, and (ii) should requesting party fail for any reason to effect a tax deferred exchange as contemplated in this Section 13.14, then and in any such event, the purchase by requesting party of the Property shall be consummated in accordance with the terms and conditions of this Agreement as though the provisions of this Section 13.14 had been omitted herefrom, except that non-requesting shall be reimbursed and indemnified from resulting costs and expenses as provided in this Section. Nothing contained in this Section 13.14 shall release requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in liabilities under this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demandswhether arising before, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to at or conditioned upon the ability to consummate an exchangeafter Closing.

Like-Kind Exchange. At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate The Seller may structure all or any part a portion of the transactions transaction contemplated by this Agreement a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement relating to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense Properties sold to the otherBuyer, as a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; providedCode in accordance with this Section 15.04 (Seller, howeverif it so elects, that such assignment will not relieve herein called the requesting party “Electing Party”). Such transfer shall be effectuated by mutually acceptable instruments, including without limitation, an exchange agreement and related assignments and consents to assignment. If Electing Party elects to structure the transaction as a like-kind exchange, the Electing Party shall substitute a third party, qualified intermediary (the “Intermediary”) as the Seller of any all or a portion of its obligations hereunderthe Properties. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed Intermediary shall be designated in writing by the requesting party Electing Party prior to Closing. Notwithstanding The Electing Party is and shall remain primarily liable for the foregoingfull and timely performance of each and every one of the representations, warranties, indemnities, obligations, and undertakings ascribed to the Electing Party under this Agreement, notwithstanding its substitution of the Intermediary, and in no the event shall of a breach by either Xxxxx, Seller, or the non-exchanging Intermediary, then Buyer or Seller may proceed directly against the other without the need to join the Intermediary as a party incur or be subject to any liability action. Neither party represents to the other party that is not otherwise provided for in this Agreement; any particular tax treatment will be given to the Closing Date other party as a result of the Electing Party’s election to structure the transaction as a like-kind exchange. Buyer shall not be delayed incur any additional costs expenses, fees, or liabilities as the a result of such exchange; all additional costs or connected with expenses incurred in connection with such exchange shall be borne by the exchanging party; and exercise of the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claimsrights under this Section 15.04. THE ELECTING PARTY SHALL PROTECT, demandsINDEMNIFY, liabilitiesAND HOLD HARMLESS BUYER FROM ANY LIABILITY, costsDAMAGES, expensesOR COSTS, penaltiesINCLUDING REASONABLE ATTORNEYS’ FEES, damages and lossesCOURT COSTS, includingAND RELATED EXPENSES, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeTHAT MAY ARISE IN CONNECTION WITH ITS SECTION 1031 EXCHANGE UNDER THIS SECTION.

Like-Kind Exchange. At either party’s requestEither party may elect to structure the purchase or sale of the Property, the non-requesting party will take all actions reasonably requested by the requesting party in order as applicable, to effectuate all or any part of the transactions contemplated by this Agreement a like-kind tax deferred exchange for the benefit of the requesting party in accordance with pursuant to Section 1031 of the Internal Revenue Code, as amended, and the related regulations of the U.S. Treasury Department. In connection with any such tax deferred exchange, each party agrees to take such steps as the other exchanging party may reasonably request in order to complete the tax deferred exchange, including executing an instrument acknowledging and consenting allowing such party to any assignment by the requesting party of its rights hereunder to a qualified intermediary or substitute an exchange accommodation titleholder. In furtherance titleholder and/or qualified intermediary (the “Intermediary”) selected by such party to act in place of such party as purchaser or seller of the foregoing and notwithstanding anything contained in this Agreement to Property, as the contrary, the requesting party case may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Codebe; provided, however, that such assignment will substitution shall not relieve modify or alter such exchanging party’s liability under this Agreement, and such exchanging party shall remain wholly responsible for the requesting same, neither party of any of its obligations hereunder. The non-requesting party will also agree shall be required to issue all closing documents, including the deed, take title to the applicable qualified intermediary exchange property or exchange accommodation titleholder if so directed by any other property, the requesting other party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs required to incur any expense in connection with such exchange substitution, and such substitution shall not alter or amend any of the requirements of this Agreement or delay Closing. Upon designation of an Intermediary by an exchanging party, such Intermediary shall be borne substituted for the exchanging party as the party conveying or acquiring the Property, at the Closing, as the case may be, and the other party agrees that performance by such Intermediary will be treated as performance by the exchanging party; . A party electing to effectuate a tax deferred exchange will bear the costs associated with any such party’s exchange and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging other party harmless from and against any and all claimsexpense, demandscost, liabilitiesclaim, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating cause of action or damage arising from or out of the tax deferred exchange. No tax deferred exchange shall delay the Closing or be a condition precedent to the non-exchanging a party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability obligations to consummate an exchangethe transaction under this Agreement. The terms of this Section 14 shall survive the Closing.

Like-Kind Exchange. At either partyparry’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue CodeCode and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchange.

Like-Kind Exchange. At either Buyer and Seller understand and acknowledge that a material inducement to the other party’s request, entry into this Agreement is the non-requesting right of each party will take all actions reasonably requested by (or constituent members of each party) to structure the requesting party in order to effectuate all or any part of the transactions transaction contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind exchange for property in compliance with the benefit provisions of the requesting party in accordance with Section 1031 of the Internal Revenue CodeCode (the “code”) (“Section 1031”). Buyer and Seller agree to cooperate in all reasonable respects (at no material out-of-pocket expense to the cooperating party) to allow the other party (or constitute member) to structure the transaction contemplated by this Agreement to effect a like-kind exchange in compliance with the provisions of Section 1031 of the code and the Regulations promulgated thereunder (the “Regulations”). Accordingly, including executing either party (or constituent member) may enter into a written exchange agreement or assignment agreement at any time prior to Closing with a “Qualified Intermediary” (as defined in Section 1.1031(k)-1(g0(4)(iii) of the Regulations or an instrument acknowledging and consenting “Exchange Accommodation Titleholder” (as defined in Revenue Procedure 2000-37) for the assignment of the rights of that party under this Agreement to any assignment such “Qualified Intermediary” or “Exchange Accommodation titleholder” (in either case, an “Intermediary”). An Intermediary shall be designated in writing by the requesting assigning party (the “Assigning Party”) to the other party (the “Other Party”), and the Other Party hereby agrees that the Other Party shall sign and deliver to the Assigning Party a written instrument (to be prepared by the Assigning Party) solely acknowledging receipt of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance such written designation of the foregoing Intermediary and notwithstanding anything contained in of notice of such assignment of the right, title and interest of the Assigning Party under this Agreement to the contraryIntermediary. Notwithstanding any such assignment and assumption, the requesting party may assign Assigning Party shall not under any circumstances be released from its rights obligations under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchange.

Like-Kind Exchange. At Buyer and Seller agree that either party’s request, party (the non“Exchange Party”) may reasonably request cooperation of the other party (the “Cooperating Party”) in completing a like-requesting party kind exchange which will take all actions reasonably qualify for treatment as a tax deferred exchange pursuant to the provisions of Section 1031 of the Code (a “1031 Exchange”). The Cooperating Party shall provide reasonable cooperation requested by the requesting party Exchange Party in order implementing the 1031 Exchange. This cooperation shall not subject Cooperating Party to effectuate any additional liability beyond its existing obligations under this Agreement. The Exchange Party shall indemnify the Cooperating Party against any and all or costs and expenses incurred with respect to furnishing such cooperation and reimburse the Cooperating Party, upon demand, for any part increased expense incurred by the Cooperating Party relating to this 1031 Exchange. Cooperating Party shall not be obligated to take title to any property, other than the Assets, in the case of Buyer. A 1031 Exchange shall not delay the Closing. The accomplishment of the transactions contemplated by 1031 Exchange is not a condition to the Exchange Party’s obligations under this Agreement Agreement. The Exchange Party’s failure to locate an exchange property or to consummate a like-kind exchange for any reason or for no reason at all (other than on account of Cooperating Party’s material breach of this Agreement) shall in no way relieve the benefit Exchange Party of its obligations under this Agreement. Neither Party represents to the other that any particular tax treatment will be given to either Party as a result of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging like-kind exchange. Buyer and consenting to Seller acknowledge and agree that any assignment by the requesting party of its rights hereunder this Agreement to a qualified intermediary or an qualified exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained titleholder in this Agreement to the contrary, the requesting connection with a 1031 Exchange does not release either party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of from any of its respective liabilities and obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting other party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in under this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation indemnities, warranties, representations or covenants set forth in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangethis Agreement.

Like-Kind Exchange. At either party’s request, the non-requesting Any party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement may elect to structure this transaction as a like-kind exchange for the benefit of the requesting party in accordance with pursuant to Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting the regulations promulgated thereunder, with respect to any assignment or all of the Jupiter Assets (a “Like-Kind Exchange”) at any time prior to the Closing Date. In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and do all acts as may be reasonably required or requested by the requesting party of its rights hereunder electing for a Like-Kind Exchange with regard to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement effecting such Like-Kind Exchange, including, but not limited to, permitting such Party to the contrary, the requesting party may assign its rights under this Agreement to a Qualified Intermediary (“qualified intermediary” QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an “exchange accommodation titleholder” in order to facilitateexchange. EQM reserves the right, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur to assign its rights or be subject a portion thereof under this Agreement with respect to any liability or all of the Jupiter Assets to EQM’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. EQT Gathering and EQM acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not otherwise provided for in release either EQT Gathering or EQM from, or expand, any of their respective liabilities and obligations to each other under this Agreement; . The party not participating in the Closing Date Like-Kind Exchange shall not be delayed obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Jupiter Assets if such costs are the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging other party; ’s Like-Kind Exchange, and the exchanging party shall electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the non-exchanging other party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penaltiesclaims, damages losses and lossesliabilities, includingif any, without limitation, reasonable attorneys’ fees relating to resulting from the nonLike-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeKind Exchange.

Like-Kind Exchange. At either party’s request, Seller and Buyer intend to structure the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part purchase and sale of the transactions contemplated by this Agreement Property Assets as a transfer of property in an exchange of like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange property under Section 1031 of the Internal Revenue Code; providedCode of 1986, howeveras amended (the "Exchanges"), that which will be accomplished pursuant to the terms of separate exchange agreements (the "Exchange Agreements") between Seller and Buyer and qualified intermediaries to be engaged by Seller and Buyer, respectively (each an "Intermediary" and collective, the "Intermediaries"). Each party agrees to cooperate promptly and reasonably with the other (without liability or cost to the other) and the other's Intermediary in structuring the transfer and conveyance of the Interests as part of the Exchange. Such cooperation shall include, but not be limited to, (i) consent to the assignment of all of a party's rights (but not its obligations) under this Agreement to Intermediary, and the acknowledgment of such assignment will not relieve assignment, (ii) the requesting delivery of the net purchase price for the Real Property by Buyer to the Seller's Intermediary in accordance with the joint instructions of the Seller and its Intermediary, (iii) the transfer of the Real Property pursuant to a written direction of the Buyer's Intermediary and (iv) the reassignment of a party's rights under this Agreement from its Intermediary to the original assignor immediately following the completion of the Exchanges, and the acknowledgment by the other party of such reassignments. Each party agrees to fully indemnify the other from any resulting liability to third parties (including, but not limited to, the Intermediaries) arising out of its obligations hereunder. The non-requesting party will also agree to issue all closing documentscooperation with the Exchanges for the benefit of the other party, including which indemnity shall be effective from and after the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event date of this Agreement and shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; survive the Closing Date shall not be delayed as of the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangetransactions contemplated hereunder.

Like-Kind Exchange. At either party’s requestNotwithstanding anything else in this Agreement, each Party shall have the non-requesting party will take all actions reasonably requested by the requesting party in order right to effectuate all or any part of structure the transactions contemplated by under the terms of this Agreement as a likeLike-kind exchange for Kind Exchange. Notwithstanding any other provisions of this agreement, in connection with effectuating a Like-Kind Exchange, each Party shall have the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Coderight, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary at or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement prior to the contraryClosing Date or any subsequent closing, the requesting party may to assign all or a portion of its rights under this Agreement (the “Assigned Rights”) to a “qualified intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4) of the Treasury Regulations) or to a “qualified exchange accommodation titleholder” (as that term is defined in U.S. Revenue Procedure 2000-37). In the event a Party (in its capacity as an exchanging party, referred to in this Section 12.1 as an “Exchanging Party”) assigns the Assigned Rights to a “qualified intermediary” pursuant to this Section 12.1, then such Exchanging Party agrees to notify the other Party in writing of such assignment reasonably in advance of the Closing Date. In addition, should a Party choose to effectuate a Like-Kind Exchange, the Parties agree to use reasonable best efforts to cooperate with one another in the completion of such an exchange, including the execution of all documents reasonably necessary to effectuate such a Like-Kind Exchange; provided, however, that (a) the Closing Date shall not be delayed or affected by reason of the Like-Kind Exchange, (b) the Exchanging Party shall effect its Exchange through an assignment of the Assigned Rights to a “qualified intermediary” or an to a “qualified exchange accommodation titleholder,” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that but such assignment will shall not relieve the requesting party of release such Exchanging Party from any of its liabilities or obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall under this Agreement and (c) the non-exchanging party Exchanging Party shall incur no additional unreimbursed costs, 66 expenses, fees or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed liabilities as the a result of such exchange; all additional costs or in connection with such the exchange shall be borne requested by the exchanging party; Exchanging Party. Each of Seller and Buyer does hereby and shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and other Party against any and all claimscosts and expenses incurred with respect to furnishing such cooperation. Each of Seller and Purchaser hereby acknowledge and agree that any assignment of this Agreement pursuant to this Section 12.1 shall not release a Party from, demandsor modify, liabilitiesany of its respective liabilities and obligations (including indemnity obligations to each other) under this Agreement. Neither Party, costsby its consent to a Like-Kind Exchange, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to shall be responsible in any way for the nonExchanging Party’s compliance with such Like-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeKind Exchange.

Like-Kind Exchange. At either party’s requestthe request of a party hereto (a “Requesting Party”), the non-requesting other party will (a “Cooperating Party”) shall take all such actions as may be reasonably requested by the requesting party Requesting Party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party Requesting Party in accordance with Section 1031 of the Internal Revenue CodeCode and, including executing an instrument acknowledging in the case of a reverse exchange, Internal Revenue Service Revenue Procedure 2000-37; provided, however, the Cooperating Party shall not be obligated to bear (and consenting to the Requesting Party shall reimburse the Cooperating Party for) any assignment out-of-pocket cost or expense incurred by the requesting party of its rights hereunder Cooperating Party in connection with such cooperation other than the Cooperating Party’s incidental counsel fees related to a qualified intermediary or an exchange accommodation titleholdersuch cooperation. In furtherance of the foregoing this Section 4.7 and notwithstanding anything contained in this Agreement to the contrary, the requesting party Requesting Party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, facilitate a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code, and the Cooperating Party agrees to execute and deliver an acknowledgment and consent to any such assignment by the Requesting Party of its rights under this Agreement to a qualified intermediary or an exchange accommodation titleholder; provided, however, that such assignment will shall not relieve the requesting party Requesting Party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding Without limiting the foregoing, in no event shall the non-exchanging party incur or be subject to any liability Cooperating Party agrees that is not otherwise provided for in this Agreement; shall execute and deliver to the Requesting Party or the qualified intermediary at or prior to the Closing Date shall not be delayed as any and all documents reasonably required or requested by such Requesting Party or the result of qualified intermediary to complete such exchange; all additional costs in connection with such exchange provided, however, that, neither party shall be borne by required to (a) accept title to any property other than the exchanging party; and Properties, (b) expend additional amounts of money above those amount for which it is obligated under this Agreement, (c) extend the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against Closing Date, or (d) incur any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to other material liability or conditioned upon the ability to consummate an exchangeobligation.

Like-Kind Exchange. At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate The Seller may structure all or any part a portion of the transactions transaction contemplated by this Agreement a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement relating to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense Properties sold to the otherBuyer, as a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; providedCode in accordance with this Section 15.4 (Seller, howeverif it so elects, that such assignment will not relieve herein called the requesting party "Electing Party"). Such transfer shall be effectuated by mutually acceptable instruments, including without limitation, an exchange agreement and related assignments and consents to assignment. If Electing Party elects to structure the transaction as a like-kind exchange, the Electing Party shall substitute a third party, qualified intermediary (the "Intermediary") as the Seller of any all or a portion of its obligations hereunderthe Properties. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed Intermediary shall be designated in writing by the requesting party Electing Party prior to Closing. Notwithstanding The Electing Party is and shall remain primarily liable for the foregoingfull and timely performance of each and every one of the representations, warranties, indemnities, obligations, and undertakings ascribed to the Electing Party under this Agreement, notwithstanding its substitution of the Intermediary, and in no the event shall of a breach by either Buyer, Seller, or the non-exchanging Intermediary, then Buyer or Seller may proceed directly against the other without the need to join the Intermediary as a party incur or be subject to any liability action. Neither party represents to the other party that is not otherwise provided for in this Agreement; any particular tax treatment will be given to the Closing Date other party as a result of the Electing Party's election to structure the transaction as a like-kind exchange. Buyer shall not be delayed incur any additional costs expenses, fees, or liabilities as the a result of such exchange; all additional costs or connected with expenses incurred in connection with such exchange shall be borne by the exchanging party; and exercise of the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claimsrights under this Section 15.4. THE ELECTING PARTY SHALL PROTECT, demandsINDEMNIFY, liabilitiesAND HOLD HARMLESS BUYER FROM ANY LIABILITY, costsDAMAGES, expensesOR COSTS, penaltiesINCLUDING REASONABLE ATTORNEYS' FEES, damages and lossesCOURT COSTS, includingAND RELATED EXPENSES, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeTHAT MAY ARISE IN CONNECTION WITH ITS SECTION 1031 EXCHANGE UNDER THIS SECTION.

Like-Kind Exchange. At either party’s requestEither Party may structure the transaction contemplated hereby as, the nonor as part of, a tax-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement a deferred, like-kind exchange for the benefit of the requesting party in accordance (“Exchange”), including with a third party, pursuant to Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contraryconnection therewith, the requesting party each Party, at its option, may assign its rights under right in, and delegate its duties (in part or in whole) under, this Agreement Agreement, as well as the transfer of interests in any newly formed title holding entity or any cash consideration, as applicable, to a “qualified intermediary,” as defined in Section 1.1031 (k)-1 of the regulations promulgated under the Code, or another person selected by such Party (“Accommodator”), to accomplish the Exchange. In such event, the other Party agrees to cooperate with the first Party in connection with the exchange, including the execution of documents (including escrow instructions and amendments to escrow instructions) in connection therewith, provided that the other Party shall in no way be obligated to pay any charges incurred with respect to the first Party’s replacement property in the Exchange or to take title to the first Party’s replacement property. In addition, each Party will cooperate with the other Party in a manner similar to that described above in this paragraph to effect a “reverse like-kind exchange” as requested by the first Party, provided that such Party may make such assignment, delegation or transfer described above to an “exchange accommodation titleholdertitle holder,” as defined in order Revenue Procedure 2000-37, selected by such Party as Accommodator to facilitateaccomplish the Exchange, at no cost or expense all subject to the otherlimitations described above. Neither Party shall be required to make any representations or warranties, a forward assume any obligations, spend any out-of-pocket sum, or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject acquire title to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs other property in connection with such an exchange involving an Accommodator selected by the other Party. None of the representations, warranties, covenants, indemnification obligations or other agreements of the Parties hereunder shall be borne affected by any assignment to an Accommodator contemplated by this Section 5.5. Notwithstanding any other provision of this Agreement, the exchanging party; and provisions of this Section 5.5 shall survive the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, Closing without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchange.

Like-Kind Exchange. At either party’s request, the non-requesting Each party will hereby agrees to take any and all actions at Closing as are reasonably requested by necessary to help the requesting party in order other to effectuate all or any part of the transactions contemplated by this Agreement a like-kind exchange for the benefit of that portion of the requesting party in accordance with Property not encumbered by a lien created by any of the Loan Documents (the “Exchangeable Property”) pursuant to Section 1031 of the Internal Revenue Code, including including, but not limited to executing an instrument a notification statement acknowledging and consenting that the other party has elected to any assignment by the requesting party of its rights hereunder to effectuate a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; exchange, provided that neither party shall be required to execute any documents except as provided above, and provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging requesting party incur or be subject required to take title to any other real property or to incur any additional expenses or liability that is in order to effectuate the like-kind exchange and the like-kind exchange shall not otherwise provided for in this Agreement; delay the Closing Date or be a condition of Closing, and (d) with respect to an Exchange at the request of Buyer, delivery of a deed to Buyer at the direction of the qualified intermediary, acknowledgment of a re-assignment of this Agreement from the qualified intermediary to the Buyer following the exchange, and modification of the settlement statement to show funds being delivered at Closing from the qualified intermediary instead of from the Buyer. Notwithstanding any other provision of this Agreement to the contrary, at no time shall not Seller be delayed as required to enter into a contract with the result qualified intermediary (other than acceptance of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging notification of assignment). The requesting party; and the exchanging party shall indemnify the non-exchanging party , whether Seller or Buyer, agrees to indemnify, defend and hold the non-exchanging other party harmless from and against any and all claims, demands, liabilities, costs, expenses, penaltiesclaims, damages damages, losses and losses, other liabilities including, without limitation, reasonable attorneys’ fees relating and costs, of any kind arising with regard to the effectuation of a tax free exchange as described herein. Notwithstanding anything to the contrary provided herein, the non-exchanging party’s participation in such exchange. This Agreement is not subject requesting party makes no representations or warranties as to the tax treatment for the transaction contemplated hereby or conditioned upon the ability of the transaction contemplated to consummate an qualify for like-kind exchange treatment pursuant to Section 1031 of the Code. In the event both parties desire to effectuate a like-kind exchange as described herein, each party shall pay any and all costs associated with their respective transactions. The parties hereby acknowledge and agree that all references to a “like-kind exchange” in this Section 9.24 shall be deemed to include, but not be limited to, a reverse like-kind exchange of the Exchangeable Property pursuant to Section 1031 of the Code. Seller shall cooperate with Buyer in establishing a reasonable allocation of the Purchase Price among the properties that comprise the Exchangeable Property. Notwithstanding anything to the contrary herein, effectuation of a like-kind exchange as described herein shall not release the requesting party from any of its obligations under this Agreement.

Like-Kind Exchange. At either party’s request, The Parties acknowledge and agree that the non-requesting party will take all actions reasonably requested by purchase and sale of the requesting party in order to effectuate all or any Assets may be part of the transactions contemplated by this Agreement a liketax-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind free exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve Code for either the requesting party of any of its obligations hereunderPurchasers or the Sellers. The non-requesting party will also agree Each Party hereby agrees to issue take all closing documents, including the deed, to the applicable qualified intermediary reasonable steps on or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; before the Closing Date to facilitate such exchange if reasonably requested by the other Party, provided that (a) no Party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not be delayed as affect the result representations, warranties, liabilities and obligations of the exchanging Party to the other Parties under this Agreement, (c) no Party making such exchange; all accommodation shall incur any additional costs cost, expense or liability in connection with such exchange shall be borne exchange, unless indemnified by the exchanging partyParty, and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if one or more Sellers so elect to close the transfer of the Assets as an exchange, then (i) such Sellers, at their sole option, may delegate their obligations to transfer the Assets under this Agreement, and may assign their rights to receive the Purchase Price from the Purchasers, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of the Sellers or Xxxxx pursuant to this Agreement; (iii) the Sellers and Xxxxx shall remain fully liable for their obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) the closing of the transfer of the Assets to the Purchasers shall be undertaken by direct deed from the Sellers (or, if applicable, from other affiliates of the Sellers whom the Sellers will cause to execute such deeds) to the Purchasers or to exchange accommodation titleholder, as the case may be; and (v) the exchanging party Sellers shall indemnify the non-exchanging party indemnify, protect, defend and hold harmless the non-exchanging party harmless Purchasers from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages liability arising from and losses, including, without limitation, reasonable attorneys’ fees relating out of such exchange by the Sellers. Notwithstanding anything to the non-exchanging party’s participation contrary contained in such exchange. This Agreement is not subject the foregoing, if one or more Purchasers so elect to or conditioned upon close the ability to consummate acquisition of the Assets as an exchange, then (A) the Purchasers, at their sole option, may delegate their obligations to acquire the Assets under this Agreement, and may assign their rights to receive the Assets from the Sellers, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (B) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of the Purchasers pursuant to this Agreement; (C) the Purchasers shall remain fully liable for their obligations under this Agreement as if such delegation and assignment shall not have taken place; (D) the closing of the acquisition of the Assets by the Purchasers or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the Sellers (or, if applicable, from other affiliates of the Sellers whom the Sellers will cause to execute such deeds) to the Purchasers or to exchange accommodation titleholder, as the case may be; and (E) the Purchasers shall indemnify, protect, defend and hold harmless the Sellers from and against any and all liability arising from and out of such exchange by the Purchasers. No Party participating in a Section 1031 exchange transaction pursuant to this Section 6.9 shall make any representation or warranty to the other Party concerning the tax treatment of such transaction.

Like-Kind Exchange. At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate The Seller may structure all or any part a portion of the transactions transaction contemplated by this Agreement a like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement relating to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense Properties sold to the otherBuyer, as a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; providedCode in accordance with this Section 15.4 (Seller, howeverif it so elects, that such assignment will not relieve herein called the requesting party “Electing Party”). Such transfer shall be effectuated by mutually acceptable instruments, including without limitation, an exchange agreement and related assignments and consents to assignment. If Electing Party elects to structure the transaction as a like-kind exchange, the Electing Party shall substitute a third party, qualified intermediary (the “Intermediary”) as the Seller of any all or a portion of its obligations hereunderthe Properties. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed Intermediary shall be designated in writing by the requesting party Electing Party prior to Closing. Notwithstanding The Electing Party is and shall remain primarily liable for the foregoingfull and timely performance of each and every one of the representations, warranties, indemnities, obligations, and undertakings ascribed to the Electing Party under this Agreement, notwithstanding its substitution of the Intermediary, and in no the event shall of a breach by either Buyer, Seller, or the non-exchanging Intermediary, then Buyer or Seller may proceed directly against the other without the need to join the Intermediary as a party incur or be subject to any liability action. Neither party represents to the other party that is not otherwise provided for in this Agreement; any particular tax treatment will be given to the Closing Date other party as a result of the Electing Party’s election to structure the transaction as a like-kind exchange. Buyer shall not be delayed incur any additional costs expenses, fees, or liabilities as the a result of such exchange; all additional costs or connected with expenses incurred in connection with such exchange shall be borne by the exchanging party; and exercise of the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claimsrights under this Section 15.4. THE ELECTING PARTY SHALL PROTECT, demandsINDEMNIFY, liabilitiesAND HOLD HARMLESS BUYER FROM ANY LIABILITY, costsDAMAGES, expensesOR COSTS, penaltiesINCLUDING REASONABLE ATTORNEYS’ FEES, damages and lossesCOURT COSTS, includingAND RELATED EXPENSES, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeTHAT MAY ARISE IN CONNECTION WITH ITS SECTION 1031 EXCHANGE UNDER THIS SECTION.

Like-Kind Exchange. At either party’s requestNotwithstanding anything to the contrary in this Agreement, the non-requesting each party will take all actions reasonably requested by the requesting party in order to effectuate all or acknowledges and agrees that any part of the transactions contemplated by this Agreement other parties shall have the right at the Closing to designate a likeProperty as relinquished or replacement property, as appropriate in a transaction intended to qualify as a tax-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind free exchange under Section 1031 of the Internal Revenue CodeCode (the “Tax-Free Exchange”). If any party elects to effect a Tax-Free Exchange pursuant to this Section 3.5, such party shall provide written notice to the other prior to the Closing, in which case such designating party shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” and/or “exchange accommodation titleholder” (such intermediary or titleholder, the “Exchange Party”) pursuant to the Exchange Party’s standard form of such exchange documents (the “Exchange Agreement”), pursuant to which such designating party shall assign all of its right, title and interest under this Agreement to the Exchange Party; provided, however, that such assignment will shall not relieve the requesting such designating party of any of its obligations hereunder. The non-requesting under this Agreement and the designating party will also agree to issue all closing documentsshall unconditionally guarantee the full and timely performance by the Exchange Party of each and every one of the representations, including warranties, indemnities, obligations and undertakings of the deed, designating party under this Agreement (and any amendments or modifications hereto) subject to the limitations set forth in this Agreement. As such guarantor, the designating party shall be treated as a primary obligor with respect to those representations, warranties, indemnities, obligations and undertakings, shall be deemed to have waived all applicable qualified intermediary surety defenses, and in the event of a breach, the other party may proceed directly against the designating party on this guarantee without the need to join or exchange accommodation titleholder if so directed seek performance or collection from the Exchange Party. Each party shall execute and deliver such documents as may be required to complete the transactions contemplated by the requesting Tax-Free Exchange which are in form and substance reasonably acceptable to such party, and otherwise cooperate with the designating party prior in all reasonable respects to Closingeffectuate the Tax-Free Exchange. Purchaser agrees that if any Seller elects to effect a Tax-Free Exchange pursuant to this Section 3.5, the Xxxxxxx Money shall be deposited with or transferred to the Exchange Party pursuant to the Exchange Agreement, subject to the same terms applicable thereto under the Xxxxxxx Money Escrow Agreement. Notwithstanding the foregoingforegoing in this Section 3.5, in no event the Tax-Free Exchange shall not diminish the non-exchanging party incur or be subject to any liability that is not otherwise provided for in designating party’s rights, nor increase the non-designating party’s obligations, under this Agreement; the Closing Date . Each party electing to effect a Tax-Free Exchange shall not be delayed as the result of such exchange; pay for all additional fees, costs and expenses in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the nonits Tax-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating to the non-exchanging party’s participation in such exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchangeFree Exchange.

Like-Kind Exchange. At either party’s request, In the non-requesting party will take all actions reasonably requested by the requesting party in order event that Seller and/or Purchaser shall elect to effectuate all or any the Closing as part of the transactions contemplated by this Agreement a “like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediarykind” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code, each party agrees to cooperate with and assist the other in all reasonable respects (at no cost other than incidental attorneys’ fees) in order that the exchange so qualifies as a “like-kind” exchange under Section 1031 of the Code and the Treasury Regulations promulgated, or to be promulgated, thereunder. If either party, or any member/shareholder of either party (the “Exchanging Party”), so elects, the other party (the “Cooperating Party”) shall execute such documents identified at least ten (10) days prior to the scheduled Closing Date and take such action as may be reasonably necessary in order to effectuate this transaction as a like-kind exchange; provided, however, that such assignment will not relieve that: (i) the requesting party Cooperating Party’s cooperation hereunder shall be without cost, expense or liability to the Cooperating Party of any kind or character other than attorneys’ fees, costs or expenses incurred in connection with the review of its obligations hereunder. The noncustomary documentation in order to effectuate such like-requesting party will also agree kind exchange, and the Cooperating Party shall have no obligation to issue take title to any other real property; (ii) the Exchanging Party shall assume all closing documentsrisks in connection with the designation, including selection and setting of terms of the deedpurchase or sale of any exchange property; (iii) except as set forth above, the Exchanging Party shall bear all costs and expenses in connection with any such exchange transaction in excess of the costs and expenses which would have otherwise been incurred in acquiring or selling the Property by means of a straight purchase, so that the net effect to the applicable qualified intermediary or Cooperating Party shall be otherwise identical to that which would have resulted had this Agreement closed on a purchase and sale; (iv) there shall be no delay in the Scheduled Closing Date resulting from such exchange accommodation titleholder if so directed by the requesting party prior Exchanging Party; (v) any documents to Closing. Notwithstanding the foregoing, in effectuate such exchange transaction shall have no event shall the non-exchanging party incur or be subject to any liability that is not otherwise provided for practical effect on terms and conditions contained in this Agreement; and (vi) the Closing Date Exchanging Party shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party indemnify, defend and hold the non-exchanging party Cooperating Party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and lossesloss, causes of action, suits, risks, liability, costs or expenses of any kind or nature (including, without limitation, reasonable attorneys’ fees relating to fees) which the non-exchanging party’s participation in such exchange. This Agreement is not subject Cooperating Party may incur or sustain, directly or indirectly, related to or conditioned upon in connection with, or arising out of, the ability to consummate an exchangeconsummation of this transaction as a like-kind exchange as contemplated hereunder.

Like-Kind Exchange. At either party’s requestNotwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and agrees that Seller shall have the non-requesting party will take all actions reasonably requested by right at Closing, in lieu of receiving the requesting party in order to effectuate all or any part Purchase Price for the sale of the transactions contemplated by this Agreement Property, to exchange the Property in a liketransaction intended to qualify as a tax-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind free exchange under Section 1031 of the Internal Revenue CodeCode (the “Tax-Free Exchange”). If Seller elects to effect a Tax-Free Exchange pursuant to this Section 3.5, Seller shall provide written notice to Purchaser prior to Closing, in which case Seller shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” (as defined in Treas. Reg. § 1.1031(k)-1(g)(4)) (the “Exchange Party”) pursuant to the Exchange Party’s standard form of such exchange documents (the “Exchange Agreement”), pursuant to which Seller shall assign all of its right, title and interest under this Agreement to the Exchange Party; provided, however, (i) that such assignment will shall not relieve the requesting party Seller of any of its obligations hereunder. The nonunder this Agreement , (ii) Seller shall save, protect, defend, indemnify and hold the Purchaser Indemnitees harmless from any and all additional costs, liabilities or expenses as a result of such Tax-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event Free Exchange and such indemnification shall the non-exchanging party incur or not be subject to any liability that is not otherwise provided for in the limitation of Section 14.3(b) of this Agreement; , (iii) Seller shall remain liable for any of its obligations under this Agreement, (iv) such exchange shall not cause or result in any delay of the Closing Date Closing, and (v) Purchaser shall not be delayed as the result of such exchange; all additional costs obligated to take title to any other property in connection with such exchange exchange. Purchaser shall execute and deliver such documents as may be reasonably required to complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the Tax-Free Exchange. Purchaser agrees that if Seller elects to effect a Tax-Free Exchange pursuant to this Section 3.5, the Xxxxxxx Money shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees relating deposited with or transferred to the non-exchanging party’s participation in such exchange. This Agreement is not Exchange Party pursuant to the Exchange Agreement, subject to or conditioned upon the ability to consummate an exchangesame terms applicable thereto under the Xxxxxxx Money Escrow Agreement. Notwithstanding the foregoing in this Section 3.5, the Tax-Free Exchange shall not diminish Purchaser’s rights, nor increase Purchaser’s obligations, under this Agreement. Seller shall pay for all fees, costs and expenses in connection with the Tax-Free Exchange.