Common use of Like-Kind Exchange Clause in Contracts

Like-Kind Exchange. Buyer acknowledges and agrees that Seller may elect to exchange the Property (“Like Kind Exchange”) in a transaction intended to qualify as a tax-free exchange under Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchange.

Like-Kind Exchange. Buyer Seller understands and acknowledges and agrees that Seller may elect a material inducement to exchange Purchaser’s entry into this Agreement is the Property (“Like Kind Exchange”) in a right of Purchaser to structure the transaction intended contemplated by this Agreement so as to qualify as a tax-free exchange under of like-kind property in compliance with the provisions of Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “CodeSection 1031”). If Seller elects agrees to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate allow Purchaser to structure the Like Kind Exchangetransaction contemplated by this Agreement to effect a like-kind exchange in compliance with the provisions of Section 1031 and the Regulations promulgated thereunder (the “Regulations”). Notwithstanding The agreement of Seller to cooperate in all reasonable respects with Purchaser’s efforts to structure the foregoingtransaction contemplated by this Agreement as part of a like-kind exchange under Section 1031 and the Regulations shall be subject to the following terms, provisions and conditions: (a) the Like Kind Exchange Closing shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay be delayed as a result of any like-kind exchange aspects of the Closingtransaction; (b) Seller shall pay for all feesif Purchaser is unsuccessful in its efforts to structure the transaction contemplated by this Agreement as part of a like-kind exchange, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property such occurrence shall not be conditioned upon deemed or construed as the consummation failure of a condition precedent to Purchaser’s obligations under this Agreement; and in such case, the Like Kind ExchangeClosing shall proceed as if this paragraph were not included in this Agreement; and (dc) in no event shall Seller be relieved obligated to take title to any other Property of any nature or kind or to assume any other liability or exposure to facilitate Purchaser’s like-kind exchange, and in no event shall Purchaser be released from liability any of its obligations under this Agreement; Agreement as a result of or in connection with Purchaser’s like-kind exchange. Purchaser shall pay and reimburse Seller for any and all costs and expenses (eif any) the consummation incurred by Seller as a result of the Like Kind Exchange shall be at no liability, risk, fee or expense election by Purchaser to structure the Closing as part of a like-kind exchange (but only to the Buyer; (f) Buyer does not make extent such costs and has not made any representation or warranty expenses exceed the costs and does not provide and has not provided any taxexpenses that otherwise would have been incurred by Seller hereunder). Furthermore, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller Purchaser shall protect, indemnify, defend indemnify and hold Buyer free and Seller harmless from and against any and all lossesdamages, demands, claims, costs, claims, liabilities, lawsuits, demands and damages, expenses (including any court costs and reasonable attorneys’ fees and expenses, ) incurred by or asserted against Seller as a consequence result of effecting the transaction through election by Purchaser to structure the Like Kind ExchangeClosing as part of a like-kind exchange.

Like-Kind Exchange. Buyer acknowledges and Purchaser, at the request of Seller, agrees to cooperate reasonably with Seller so that Seller may elect to exchange dispose of the Property (“Like Kind Exchange”) in a transaction intended to qualify in whole or in part as a tax-free deferred exchange under pursuant to Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Tax Code”). If Seller elects In order to effect a Like Kind Exchange pursuant implement such exchange: (i) Seller, upon notice to this SectionPurchaser, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange shall not diminish Buyer’s assign its rights, nor increase Buyer’s liabilities or but not its obligations, under this AgreementAgreement to a third party designated by Seller to act as a qualified intermediary (as such phrase is defined in applicable regulations issued under the Tax 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; and (iii) at Closing, Seller shall convey the Property directly to Purchaser; provided, however, that: (w) Purchaser’s cooperation shall be limited to the actions specifically contemplated by the foregoing sentence; (x) none of Purchaser’s rights or obligations hereunder shall be affected or modified in any way, nor delay the Closingshall any time periods contained herein be affected in any way; (by) Purchaser shall have no responsibility or liability to Seller shall pay or any other person for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale qualification of Seller’s purported exchange transaction under Section 1031 of the Property Tax Code other than as a result of Purchaser’s failure to perform the actions specifically contemplated in this Paragraph; and (z) Purchaser shall not be conditioned upon the consummation required to incur any additional expense (unless reimbursed by Seller) or liability (other than to a de minimis extent) as a result of the Like Kind Exchange; (d) in no event such cooperation, exchange or assignment. Seller hereby agrees to and shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liabilitysave, riskdefend, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend indemnify and hold Buyer free and Purchaser harmless from and against any and all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, liability incurred by Purchaser as a consequence result of effecting the transaction through the Like Kind Exchangeany such cooperation, exchange or assignment.

Like-Kind Exchange. Buyer acknowledges and agrees that Seller may elect to exchange consummate the Property (“Like Kind Exchange”) Transaction in a transaction intended to qualify whole or in part as a taxlike-free kind exchange under pursuant to Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to timeamended, and any regulations, rulings and guidance issued by so long as such election does not delay the Internal Revenue Service (collectively, the “Code”)Closing hereunder. If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closingso elects, Buyer shall execute and deliver cooperate with Seller, executing such documents and taking such action as may be required reasonably necessary in order to complete effectuate this Transaction as a like-kind exchange; provided, however, that (i) Buyer’s cooperation hereunder shall be without cost, expense or liability to Buyer of any kind or character, including, without limitation, any attorneys’ fees, costs or expense incurred in connection with the transactions contemplated by the Like Kind Exchange which are review or preparation of documentation in form and substance reasonably acceptable order to Buyereffectuate such like-kind exchange, and otherwise cooperate with Seller in all reasonable respects Buyer shall have no obligation to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the Closingtake title to any real property; (bii) Seller shall pay for assume all feesrisks in connection with the designation, selection and setting of terms of the purchase or sale of any exchange property; (iii) Seller shall bear all costs and expenses in connection with any such exchange transaction in excess of the Like Kind Exchangecosts 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 Buyer shall be materially identical to that which would have resulted had this Agreement closed on a purchase and sale; (civ) any documents to effectuate such exchange transaction are consistent with the purchase terms and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) conditions contained in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (gv) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from any and all losses, costs, claims, liabilitiesdemands, lawsuitspenalties, demands and damagesloss, including causes of action, suits, risks, liability, costs or expenses of any kind or nature (including, without limitation, reasonable attorneys’ fees and expensesfees) which Buyer may incur or sustain, incurred directly or indirectly, related to or in connection with, or arising out of, the consummation of this Transaction as a consequence of effecting the transaction through the Like Kind Exchangelike-kind exchange as contemplated hereunder.

Like-Kind Exchange. Buyer acknowledges and agrees that Notwithstanding anything to the contrary in this Agreement, any Seller may elect shall have the right at Closing, in lieu of receiving the Purchase Price for the sale of the Property for any one or more Hotels as determined in Seller’s sole discretion (each, the “Exchange Property”), to exchange the Exchange Property (“Like Kind Exchange”) for any Hotel in a transaction intended to qualify as a tax-free an exchange transaction under Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the an “CodeExchange Transaction”). If any Seller elects to effect a Like Kind an Exchange Transaction pursuant to this SectionSection 2.4, Seller shall provide written notice of such fact to Buyer Purchaser prior to Closing, in which case Seller shall enter into an exchange agreement and other exchange documents for the Hotel with a “qualified intermediary” (as defined in Treas. During Reg. § 1.1031(k)-1(g)(4) of the three Code) (3the “Exchange Intermediary”), pursuant to which Seller shall assign all of its right, title and interest (but not its liabilities or obligations) year period following under this Agreement to the Closing, Buyer Exchange Intermediary. Purchaser shall execute and deliver such documents as may be required to complete the transactions for the Hotel contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to BuyerTransaction, and otherwise cooperate with Seller in all reasonable respects to effectuate effect the Like Kind ExchangeExchange Transaction. If Seller elects to effect an Exchange Transaction pursuant to this Section 2.4, at Closing, Purchaser shall pay the Cash Payment for the Hotel to the Exchange Intermediary. Notwithstanding the foregoingforegoing in this Section 2.4, (a) the Like Kind Exchange Transaction shall not diminish BuyerPurchaser’s rights, nor increase BuyerPurchaser’s liabilities or obligations, under this Agreement, nor delay the Closing; (b) . Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) Exchange Transaction. For the purchase and sale avoidance of doubt, this Section 2.4 shall not operate to change the Hotels being acquired by Purchaser hereunder or change the recipient of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind ExchangeShares being issued by Purchaser hereunder.

Like-Kind Exchange. Buyer Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and agrees that Seller may elect shall have the right at Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property (“Like Kind Exchange”the "TAX-FREE EXCHANGE") in a transaction intended to qualify as a tax-free exchange under Section SECTION 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”"CODE"). If Seller elects to effect a Like Kind Tax-Free Exchange pursuant to this SectionSECTION 10.24, Seller shall provide written notice of such fact to Buyer 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. During Reg. ss. 1.1031(k)-1(g)(4) of the three Code) (3) year period following the Closing"EXCHANGE PARTY"), Buyer pursuant to which Seller shall assign all of its right, title and interest under this Agreement to the Exchange Party. Purchaser shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Tax-Free Exchange which are in form and substance reasonably acceptable to BuyerPurchaser, and otherwise cooperate with Seller in all reasonable respects to effectuate effect the Like Kind Tax-Free Exchange. Purchaser agrees that if Seller elects to effect a Tax-Free Exchange pursuant to this SECTION 10.24, at Closing, Purchaser shall pay the Purchase Price to the Exchange Party and direct Escrow Agent to disburse the ▇▇▇▇▇▇▇ Money to the Exchange Party. Notwithstanding the foregoingforegoing in this SECTION 10.24, (a) the Like Kind Tax-Free Exchange shall not diminish Buyer’s Purchaser's rights, nor increase Buyer’s Purchaser's liabilities or obligations, under this Agreement, nor delay the Closing; (b) . Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Tax-Free Exchange.

Like-Kind Exchange. Buyer acknowledges Sellers are considering the disposition of the SLSJ Assets through a qualified intermediary within the meaning of Treas. Reg. Section 1. 1031(k)-i (g)(4) for the purpose of effecting a like kind exchange (an "Exchange") within the meaning of Section 1031 of the Code. If Sellers decide to effect an Exchange, Sellers may, in their sole discretion, notify Purchaser in writing, and Purchaser agrees to cooperate with Sellers, if requested by Sellers, to structure the disposition of the SLSJ Assets as an Exchange; provided, however, that Seller may elect Purchaser shall not be obligated to exchange incur any additional cost, liability (including warranty or other liability) or expense (including the Property (“Like Kind reasonable expenses of its counsel in advising and representing Purchaser with respect to structuring the disposition of the SLSJ Assets as an Exchange”) in ), and is held harmless by Sellers against any loss, liability or expense, arising as a transaction result of the intended Exchange or any challenge to, or failure of, the disposition of the SLSJ Assets hereunder to qualify as a tax-free exchange under Section 1031 an Exchange. The ability or 1033 inability of Sellers to structure the disposition of the Internal Revenue Code of 1986, SLSJ Assets as amended from time to timean Exchange shall not be a condition precedent to, and shall not under any regulations, rulings and guidance issued by circumstances constitute a cause for the Internal Revenue Service (collectivelydelay of, the “Code”). If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During In connection with an Exchange, all of Sellers' respective representations, warranties, covenants, rights and obligations hereunder shall remain with Sellers, and Sellers shall transfer legal title to the three (3) year period following SLSJ Assets directly over to Purchaser. In the Closingevent of any dispute regarding the SLSJ Assets, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyerhereby or Sellers' respective obligations hereunder, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense Purchaser may look solely to the Buyer; (f) Buyer does not make and has not made Journal Register Parties with respect to resolving any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchangesuch dispute.

Like-Kind Exchange. Buyer acknowledges The parties agree that either party may use a qualified intermediary, as such term is defined under Treasury Regulation Section 1.1031(k)-1(g)(4) ("Qualified Intermediary"), for purposes of consummating the transactions contemplated by this Agreement and agrees that Seller may elect effecting a like-kind exchange of property pursuant to exchange the Property (“Like Kind Exchange”) and in a transaction intended to qualify as a tax-free exchange under accordance with Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to timeamended, and any regulationsthe rules and regulations promulgated thereunder. Purchaser acknowledges that Seller may identify a Qualified Intermediary within ten (10) days of the Closing Date, rulings for purposes of consummating a like-kind exchange under this Agreement, its right under this Agreement to receive, pledge, borrow or otherwise obtain the benefits of the Purchase Price (all other rights, remedies, liabilities and guidance issued obligations arising under this Agreement are retained by the Internal Revenue Service (collectively, the “Code”Seller). If Seller elects Purchaser desires to effect use a Like Kind Exchange pursuant to this SectionQualified Intermediary, Seller it shall provide give written notice of such fact to Buyer Seller at least ten (10) days prior to Closingthe Closing Date of its intention to do so, and such notice shall identify such Qualified Intermediary. During the three (3) year period following the Closing, Buyer shall The parties agree to execute such agreements and deliver such other documents as may be required necessary to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoinglike-kind exchange, provided that: (a) the Like Kind Exchange a party's obligations hereunder shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the Closingbe increased; (b) Seller such documents shall pay for all feesnot modify a party's representations, costs and expenses in connection with the Like Kind Exchangewarranties or obligations hereunder; (c) the purchase and sale of the Property Purchase Price paid by Purchaser shall not be conditioned upon the consummation of the Like Kind Exchangedifferent from that which Purchaser would have paid pursuant to Section 3.1; (d) a party shall not incur any additional cost, expense or liability as a result of its cooperation in no event shall Seller be relieved from liability under this Agreement; such exchange, and (e) the consummation Seller shall indemnify and hold harmless Purchaser for additional expenses, including, but not limited to, taxes and closing costs, and any cost or expense (including reasonable counsel fees) which Purchaser may sustain or become subject to as a result of the Like Kind Exchange shall be at no liability, risk, fee or expense Purchase Price being paid to an intermediary party rather than to Seller and the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) intermediary's subsequent use of the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind ExchangePurchase Price.

Like-Kind Exchange. Buyer acknowledges and agrees that TAXES. 10.17.1 Seller may elect desires to exchange for other property of like-kind and qualifying use within the Property (“Like Kind Exchange”) in a transaction intended to qualify as a tax-free exchange under meaning of Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time and the Regulations promulgated thereunder, the Assets, which are the subject of this Agreement. To effect such an exchange, Seller reserves the right to timeassign its rights, but not its obligations, hereunder to a Qualified Intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4) on or before the Closing Date, and Buyer hereby agrees to recognize any regulationssuch assignment. Buyer agrees to cooperate with Seller and with the Qualified Intermediary to ensure that the formalities of a like-kind exchange are accomplished. Buyer shall not be obligated to pay any additional costs or incur any additional obligations in their acquisition of the Assets, rulings which are the subject of this Agreement, and guidance issued by Seller shall indemnify Buyer against all claims, expenses, losses and liabilities, if any, resulting from Buyer's participation in such an exchange. 10.17.2 Buyer desires to acquire in exchange for other property of like-kind and qualifying use within the meaning of Section 1031 of the Internal Revenue Service (collectivelyCode of 1986, as amended, and the Regulations promulgated thereunder, the “Code”)Assets, which are the subject of this Agreement. If To effect such an exchange, Buyer reserves the right to assign its rights, but not its obligations, hereunder to a Qualified Intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4) on or before the Closing Date, and Seller elects hereby agrees to effect recognize any such assignment. Seller agrees to cooperate with Buyer and with the Qualified Intermediary to ensure that the formalities of a Like Kind Exchange pursuant to this Section, like- kind exchange are accomplished. Seller shall provide written notice not be obligated to pay any additional costs or incur any additional obligations in its sale of such fact to Buyer prior to Closing. During the three (3) year period following the ClosingAssets, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under subject of this Agreement, nor delay the Closing; (b) and Buyer shall indemnify Seller shall pay for against all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, expenses, losses and liabilities, lawsuitsif any, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchangeresulting from Seller's participation in such an exchange.

Like-Kind Exchange. Buyer Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and agrees that Seller may elect shall have the right at Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property (“Like Kind Exchange”) in a transaction intended to qualify as a tax-free exchange under Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “CodeTax-Free Exchange”). If Seller elects to effect a Like Kind Tax-Free Exchange pursuant to this SectionSection 3.5, Seller shall provide written notice of such fact to Buyer 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. During Reg. § 1.1031(k)-1(g)(4)) (the three “Exchange Party”) pursuant to the Exchange Party’s standard form of such exchange documents (3the “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) year period following that such assignment shall not relieve Seller of any of its obligations under this Agreement , (ii) Seller shall save, protect, defend, indemnify and hold the Purchaser Indemnitees harmless from any and all additional costs, liabilities or expenses as a result of such Tax-Free Exchange and such indemnification shall not be subject to the limitation of Section 14.3(b) of this Agreement, (iii) Seller shall remain liable for any of its obligations under this Agreement, (iv) such exchange shall not cause or result in any delay of the Closing, Buyer and (v) Purchaser shall not be obligated to take title to any other property in connection with such exchange. Purchaser shall execute and deliver such documents as may be reasonably required to complete the transactions contemplated by the Like Kind Tax-Free Exchange which are in form and substance reasonably acceptable to BuyerPurchaser, and otherwise cooperate with Seller in all reasonable respects to effectuate effect the Like Kind Tax-Free Exchange. Purchaser agrees that if Seller elects to effect a Tax-Free Exchange pursuant to this Section 3.5, the ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Money Escrow Agreement. Notwithstanding the foregoingforegoing in this Section 3.5, (a) the Like Kind Tax-Free Exchange shall not diminish BuyerPurchaser’s rights, nor increase BuyerPurchaser’s liabilities or obligations, under this Agreement, nor delay the Closing; (b) . Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Tax-Free Exchange.

Like-Kind Exchange. Buyer acknowledges Notwithstanding the provisions contained in this Agreement relating to the sale of the Real Property, the parties acknowledge that it is the desire and agrees that Seller may elect intention of Seller, if possible, to exchange the Real Property (“Like Kind Exchange”) for property of a like kind in a transaction intended to qualify an exchange qualifying as a tax-free exchange under Section 1031 or 1033 of the Internal Revenue Code of 1986. If requested by Seller, Purchaser shall reasonably cooperate with Seller in attempting to implement such exchange as amended from time 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 time(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 regulations, rulings such qualified intermediary and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects c) taking any other action as may otherwise be reasonably required to effect a Like Kind Exchange pursuant 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 this Sectionindemnify and hold Purchaser harmless from and against all liability arising out of its cooperation in effecting the exchange as requested by Seller including, Seller 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 provide written notice of have no liability for such fact financing; (e) Purchaser shall not be required to Buyer prior take title to Closing. During the 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) year period following days prior to the Closing, Buyer Closing Date and shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable satisfactory to BuyerPurchaser. 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 otherwise cooperate with Seller in all reasonable respects to effectuate exclusive remedy of the Like Kind Exchangeseller of the exchange property shall be forfeiture of any deposit which may be required thereunder. Notwithstanding the foregoing, (a) the Like Kind Exchange The parties hereto acknowledge that Purchaser shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, be deemed Seller's agent in connection with said exchange. All costs and expenses in connection with the Like Kind Exchange; 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 (ci) credited toward the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Purchase Price otherwise due Seller be relieved from liability under this Agreement, or (ii) fully reimbursed to the Purchaser (or if requested by Purchaser, advanced by Seller to Purchaser prior to the time that Purchaser incurs, or becomes obligated to pay, such cost or expense); provided, however, if Purchaser reasonably anticipates that attorneys' fees and costs incurred by Purchaser in cooperating with any such like-kind exchange transaction will exceed Two Thousand Five Hundred and 00/100 Dollars (e) the consummation $2,500.00), Purchaser shall immediately notify Seller, in writing, of the Like Kind Exchange same, and, anything herein to the contrary notwithstanding, Seller shall have no liability for payment of Purchaser's attorneys' fees and costs in excess of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) unless and until Seller has notified Purchaser, in writing, that Seller shall pay any such 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 property is not consummated, Seller shall be at no liability, risk, fee or expense obligated to consummate settlement under this Agreement as fully and as effectively as if the Buyer; (f) Buyer does provision of this Article 27 were not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchangeset forth in this Agreement.

Like-Kind Exchange. Both Buyer acknowledges and agrees that Seller may elect agree to exchange the Property (“Like Kind Exchange”) accommodate each other in effecting a transaction intended to qualify as a tax-free tax deferred exchange under Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service §1031 (collectively, the each a “Code1031 Exchange”). If Seller elects Each party shall have the right, expressly reserved herein, at such party’s sole expense, to effect elect a Like Kind 1031 Exchange pursuant to this Sectionat any time within five (5) Business Days before the Closing Date (including, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding without limiting the foregoing, (a) Seller’s right to substitute an accommodating party as Seller of the Like Kind Exchange shall not diminish Buyer’s rightsProperty); provided, nor increase Buyer’s liabilities or obligationshowever, under this Agreement, nor delay Seller and Buyer hereby acknowledge and agree that consummation of the Closing; (b) Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be predicated or conditioned upon on any such 1031 Exchange(s), and, without in any way limiting the consummation foregoing, the Closing of Escrow for the Property as provided herein shall not be contingent, delayed or otherwise subject to the closing of any other escrow. Also, neither Buyer nor Seller shall be required to take title to any real property other than the Real Property, to accommodate the other party’s 1031 Exchange. If a party elects to effect a 1031 Exchange, the other party shall promptly execute all amendments to this Agreement, escrow instructions pertaining to the 1031 Exchange transaction and all other documents as may be necessary to carry out such 1031 Exchange; provided, however, that the accommodating party shall have the right to approve any and all such documents (which approval may be withheld in the accommodating party’s reasonable discretion), and the accommodating party shall have no liability to the other party or to any other person for any act or omission, condition, representation, warranty, defect in title or other matter concerning such 1031 Exchange. Buyer shall not be obligated to incur any greater cost or expense due to Seller’s 1031 Exchange(s) than would have been the case in a purchase of the Like Kind Exchange; (d) Property as otherwise specified in no event shall Seller be relieved from liability under this Agreement; (e, and Seller shall not be obligated to incur any greater cost or expense due to Buyer’s 1031 Exchange(s) than would have been the consummation case in a purchase of the Like Kind Exchange Property as otherwise specified in this Agreement. Buyer and Seller each agree to hold the other harmless from any liability, damages, or costs, including reasonable attorneys’ fees, that may arise from the accommodating party’s participation in a 1031 Exchange. Notwithstanding the foregoing, each party shall be at no liability, risk, fee or expense responsible for their own attorney’s fees incurred in reviewing any documents such party is requested to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or execute to facilitate such other advice to Seller, regarding Sellerparty’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchange1031 Exchange(s).

Like-Kind Exchange. Buyer acknowledges and agrees that Buyer, either Seller and/or both Sellers may elect to exchange structure the Property (“Like Kind Exchange”) in a transaction intended to qualify disposition/acquisition of the Property, as applicable, as a tax-free deferred exchange under (“Exchange”) pursuant to Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time amended. If a Seller or both Sellers shall elect to timeundertake an Exchange, the following terms shall apply: (a) Sellers (or any Seller individually), at its/their option, may assign its/their right in, and delegate its/their duties (in part or in whole) under, this Agreement, as well as the transfer of their interest in the Property, to an exchange accommodator (“Accommodator”) selected by Sellers, and Sellers (or any regulations, rulings Seller individually) may add the Accommodator as an additional party to the escrow created by this Agreement and guidance issued by the Internal Revenue Service Additional Instructions (collectively, as defined in Section 12(c)) (the “CodeEscrow”). If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller ; (b) Accommodator shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable have no liability to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange Buyer shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and expenses hold Accommodator harmless from any claims by Buyer in connection with the Like Kind Exchange; ; (c) the purchase and sale Buyer agrees to cooperate with either or both of the Property Sellers, as applicable, in connection with the Exchange, including the execution of documents (including, but not limited to, escrow instructions and amendments to escrow instructions) therefor; (d) Buyer shall in no way be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to Seller’s or Sellers’ (as applicable) replacement property in the Exchange; (e) The Closing shall not be conditioned upon contingent or otherwise subject to the consummation of the Like Kind Exchange; ; (df) The Closing shall occur in no event shall Seller be relieved from liability under accordance with the terms of this Agreement; (e) Agreement notwithstanding any failure, for any reason, of the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and ; (g) Buyer shall have no responsibility or liability on account of the Seller Exchange to any third party involved in the Exchange; (h) Buyer shall protectnot be required to make any representations or warranties nor assume any obligations, indemnifynor spend any out-of-pocket sum in connection with the Exchange; (i) All representations, defend warranties, covenants and indemnification obligations of Sellers to Buyer whether set forth in this Agreement or otherwise existing at law or at equity, shall inure to the benefit of Buyer, notwithstanding the Exchange; and (j) All representations, warranties, covenants and indemnification obligations of Buyer to Sellers whether set forth in this Agreement or otherwise existing at law or at equity, shall inure to the benefit of Sellers, notwithstanding the Exchange. If Buyer shall elect to undertake an Exchange, the following terms shall apply: (k) Buyer, at its option, may coordinate the payment of the Purchase Price through an Accommodator selected by Buyer; (l) Buyer’s Accommodator shall have no liability to Sellers, and Sellers shall hold Buyer free and Accommodator harmless from all lossesany claims by Sellers in connection with the Exchange; (m) Sellers agree to cooperate with Buyer in connection with the Exchange, including the execution of documents (including, but not limited to, escrow instructions and amendments to escrow instructions) therefor; (n) Sellers shall in no way be obligated to pay any escrow costs, claimsbrokerage commissions, liabilitiestitle charges, lawsuitssurvey costs, demands recording costs or other charges incurred with respect to Buyer’s Exchange; (o) The Closing shall not be contingent or otherwise subject to the consummation of Buyer’s Exchange and damagesthe Closing shall occur in accordance with the terms of this Agreement notwithstanding any failure, including for any attorneys’ fees reason, of the consummation of the Exchange; (p) Sellers shall have no responsibility or liability on account of the Exchange to any third party involved in the Exchange; (q) Sellers shall not be required to make any representations or warranties nor assume any obligations, nor spend any out-of-pocket sum in connection with the Exchange; (r) All representations, warranties, covenants and expensesindemnification obligations of Buyer to Sellers whether set forth in this Agreement or otherwise existing at law or at equity, incurred as a consequence shall inure to the benefit of effecting Seller, notwithstanding Buyer’s Exchange; and (s) All representations, warranties, covenants and indemnification obligations of Sellers to Buyer whether set forth in this Agreement or otherwise existing at law or at equity, shall inure to the transaction through the Like Kind benefit of Buyer, notwithstanding Buyer’s Exchange.

Like-Kind Exchange. Buyer acknowledges and agrees that Seller may elect to exchange the Property (“Like Kind Exchange”) in enter into a transaction intended to qualify as a tax-free tax deferred exchange under Section 1031 or 1033 of the Internal Revenue Code (an "Exchange"). Subject to the provisions of 1986this Section 26, Buyer shall reasonably cooperate with Seller, at no cost or expense to Buyer, in consummating the sale of the Property by Seller in an Exchange transaction pursuant to a written exchange agreement and related documents entered into by Seller and a qualified intermediary, which shall be in a form reasonably acceptable to Buyer and shall be executed and delivered on or before the Closing Date. Seller shall indemnify, protect, defend and hold Buyer harmless from and against any and all actions, losses, liabilities, damages, claims, demands, causes of action, costs and expenses ("Claims") of any kind or nature whatsoever arising out of, in connection with, or in any manner related to such Exchange that would not have been incurred but for the structuring of the sale of the Property by Seller as amended from time to timean Exchange, and without limitations, any regulations, rulings and guidance issued Claims suffered by or asserted against Buyer by the Internal Revenue Service (collectively, the “Code”)or any other taxing authority in connection with such Exchange. If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyeragrees that, and otherwise cooperate with Seller in all reasonable respects to effectuate Buyer's obligations under this Section 26 shall be expressly conditional upon, each of the Like Kind Exchange. Notwithstanding the foregoing, following: (a) the Like Kind Exchange or any action necessary or required for any proposed Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the ClosingClose of Escrow beyond the Closing Date; (b) Seller Buyer shall pay for all fees, costs and expenses not be required to accept title to any real or personal property other than the Property in connection with the Like Kind such Exchange; and (c) if Seller uses a qualified intermediary to effectuate the purchase and sale Exchange, any assignment of the Property rights or obligations of Seller hereunder shall not be conditioned upon the consummation relieve, release or absolve Seller of its obligations to Buyer hereunder. The rights and obligations of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability parties under this Section 26 shall survive the Closing or any sooner termination of this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchange.

Like-Kind Exchange. Buyer acknowledges and agrees that Seller may elect to structure this transaction as a like-kind exchange pursuant to Section 1031 of the Property Code, and the Treasury Regulations promulgated thereunder, with respect to any or all of the Properties (a “Like Like-Kind Exchange”) in a transaction intended at any time prior to qualify as a tax-free exchange under Section 1031 or 1033 the date of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”)Closing. If Seller elects In order to effect a Like Like-Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the ClosingExchange, Buyer shall execute cooperate and deliver such documents do all acts as may be reasonably required or requested by Seller with regard to effecting the Like-Kind Exchange, including, but not limited to, permitting Seller to assign its rights under this Agreement to a qualified intermediary of Seller’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange; provided, however, (i) Buyer shall incur no expense in connection with such Like-Kind Exchange, (ii) Buyer shall not be required to complete take title to any property other than the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and expenses Properties in connection with the Like Like-Kind Exchange; , (ciii) the purchase and sale Buyer’s possession of the Property shall Properties will not be conditioned upon the consummation delayed by reason of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like such Like-Kind Exchange, and (giv) any such Like-Kind Exchange shall not release any Party from, or modify, any of the Parties’ respective liabilities and obligations (including indemnity obligations to each other) under this Agreement. In the event Seller shall protectelects to engage in a Like-Kind Exchange, Seller agrees to indemnify, defend and hold Buyer free and harmless from and against any and all lossesclaims, costsdemands, claimscauses of action, liabilities, lawsuits, demands costs and damagesexpenses, including any reasonable attorneys’ fees and expensescosts of litigation, incurred as a consequence that Buyer may suffer or incur by reason of effecting the transaction through the Like such cooperation or Like-Kind Exchange.

Like-Kind Exchange. At Seller’s request and at no cost to Buyer, Buyer acknowledges and agrees that will agree to take all actions reasonably requested by Seller may elect in order to exchange effectuate all or any part of the Property (“Like Kind Exchange”) in a transaction intended to qualify transactions contemplated by this Agreement as a taxlike-free kind exchange under in accordance with Section 1031 or 1033 of the Internal Revenue Code Code, but without any extension of 1986, as amended from time to timethe Closing Date, and using a qualified intermediary; provided, however, that (a) Buyer incurs no additional liability and no more than nominal cost and (b) except as set forth herein, the Closing shall not be affected by reason of any regulationssuch exchange nor shall the consummation of such an exchange be a condition precedent of the Seller’s obligation under this Agreement. Notwithstanding anything contained in any such assignment, rulings and guidance issued Buyer shall not by execution of this Agreement or by participation in any such exchange (i) have its rights under this Agreement affected or diminished in any manner, (ii) be required to undertake any obligations of third parties, or (iii) be responsible for compliance nor be deemed to have warranted to the Seller whether such exchange in fact complies with Section 1031 of the Internal Revenue Service (collectivelyCode, the “Code”)as amended. If Seller elects At Buyer’s request, and at no cost to effect a Like Kind Exchange pursuant to this SectionSeller, Seller shall provide written notice will agree to take all actions reasonably requested by Buyer in order to effectuate all or any part of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by this Agreement as a like-kind exchange in accordance with Section 1031 of the Like Kind Exchange which are in form and substance reasonably acceptable to BuyerInternal Revenue Code, but without any extension of the Closing Date, and otherwise cooperate using a qualified intermediary; provided, however, that (a) Seller incurs no additional liability and no more than nominal cost and (b) except as set forth herein, the Closing shall not be affected by reason of any such exchange nor shall the consummation of such an exchange be a condition precedent of Buyer’s obligation under this Agreement. Notwithstanding anything contained in any such assignment, the Seller shall not by execution of this Agreement or by participation in any such exchange (i) have its rights under this Agreement affected or diminished in any manner, (ii) be required to undertake any obligations of third parties, or (iii) be responsible for compliance nor be deemed to have warranted to Buyer whether such exchange in fact complies with Seller in all reasonable respects to effectuate Section 1031 of the Like Kind ExchangeInternal Revenue Code, as amended. Notwithstanding the foregoingaforementioned sentence, (a) Buyer shall have no right to extend the Like Kind Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay closing beyond the Closing; (b) Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind ExchangeClosing Date set forth herein.

Like-Kind Exchange. Buyer shall cooperate fully, to the extent reasonably requested by Seller, in connection with accommodating an exchange as provided for under Section 1031 or similar section of the Code and any corresponding state income tax provision (“Like-Kind Exchange”). Seller reserves the right, at or prior to Closing, to assign its rights under this Agreement with respect to all or a portion of the Purchase Price, and that portion of the Assets associated therewith, to a qualified intermediary (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(iii)) to accomplish this transaction, in whole or in part, in a manner that will comply with the requirements of a Like-Kind Exchange. Buyer hereby (a) consents to Seller’s assignment of its rights in this Agreement with respect to the Like-Kind Exchange Assets and (b) if such an assignment is made, agrees to transfer all or a portion of the Purchase Price into the qualified trust account at Closing as directed in writing by Seller; provided that the Closing shall not be delayed or affected by reason of the Like-Kind Exchange. Seller acknowledges and agrees that a whole or partial assignment of this Agreement to a qualified intermediary shall not release Seller may elect to exchange the Property (“Like Kind Exchange”) in a transaction intended to qualify as a tax-free exchange under Section 1031 or 1033 from any of the Internal Revenue Code of 1986, as amended from time to time, its respective liabilities and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact obligations to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange shall not diminish Buyer’s rights, nor increase Buyer’s or expand any liabilities or obligations, obligations of Buyer under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property . Buyer shall not be conditioned upon the consummation obligated to pay any additional costs or incur any additional obligations in its purchase of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) Assets if such costs are the consummation result of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Like-Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold indemnify Buyer free and harmless Indemnified Parties against any Claims arising from all losses, costs, claims, liabilities, lawsuits, demands and damages, including Seller’s Like-Kind Exchange. No representations are made that any attorneys’ fees and expenses, incurred particular tax treatment will be given to either party as a consequence result of effecting the transaction through the Like Like-Kind Exchange.

Like-Kind Exchange. Buyer Purchaser acknowledges and agrees that Seller has indicated that Seller may elect wish, at its sole cost and expense, to structure this transaction in such a manner so as to effectuate a simultaneous or deferred like-kind exchange the Property (“Like Kind Exchange”) in a transaction intended pursuant to qualify as a tax-free exchange under the applicable provisions of Section 1031 or 1033 of the Internal Revenue Code of 1986Code, as amended from time amended. Accordingly and without any representation by Purchaser that such an Exchange is possible or permissible, Purchaser agrees that Seller shall have the right to timeassign its rights under this Agreement to a third party for the purpose of effectuating such an Exchange; provided, and any regulationshowever, rulings and guidance issued by that (i) the Internal Revenue Service (collectively, the “Code”). If Seller elects to effect a Like Kind Exchange Settlement pursuant to this Section, Seller Agreement shall provide written notice not be delayed by reason of such fact to Buyer prior to Closing. During the three exchange, (3ii) year period following the Closing, Buyer Purchaser shall execute and deliver such documents as may not be required to complete incur any additional cost or expense as a result of such Exchange, including the transactions contemplated cost of reasonable attorney’s fees incurred by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Purchaser for review of documents prepared by Seller in all reasonable respects for Purchaser’s execution to effectuate the Like Kind Exchange. Notwithstanding the foregoing, which reasonable costs shall be reimbursed to Purchaser by Seller at Settlement, (aiii) Purchaser shall not be required to acquire title to any real property other than the Like Kind Property, (iv) Seller’s ability to consummate such an Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities be a condition to the obligations of Seller or obligations, Purchaser under this Agreement, nor delay the Closing; and (bv) Seller shall pay for all fees, costs and expenses in connection Seller’s obligation to cooperate with the Like Kind Exchange; (c) the purchase and sale of the Property Purchaser shall not be conditioned upon impacted by any such assignment. SELLER: ▇▇▇▇. SOMERVILLE CO., a Delaware corporation By: Name: Title: Date: United States of America ss. District of Columbia I, , a Notary Public in and for the consummation District of Columbia, DO HEREBY CERTIFY THAT , who is personally known to me (or proved by oaths of credible witnesses to be) the person named as the Attorney-in-Fact in the foregoing Land Purchase Agreement, bearing the date of the Like Kind Exchange; (d) day of , 2013, personally appeared before me in no event shall Seller said District of Columbia, and as Attorney-in-Fact as aforesaid, acknowledged the same to be relieved from liability under this Agreement; (e) the consummation act and deed of ▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇ CO., a Delaware corporation, one of the Like Kind Exchange shall be at no liabilityparties thereto. IN TESTIMONY WHEREOF, riskI have hereunto set my hand and official seal this day of , fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchange2013.

Like-Kind Exchange. Buyer acknowledges and agrees that Seller may elect may, at its option, seek to exchange structure the sale of the Property (“Like Kind Exchange”) in a transaction intended to qualify as a taxlike-free kind exchange under of property within the meaning of Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service 1986 (collectively, the “Code”a "Like-Kind Exchange"). If Seller elects Buyer agrees to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects effecting a qualifying Like-Kind Exchange through a trust or other means as determined by Seller, including the means set forth in this Section; and Buyer consents and agrees to effectuate the Like following if requested by Seller and provided the same is in furtherance of a Like-Kind Exchange. Notwithstanding : (i) Seller has the foregoing, (a) the Like Kind Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, right to assign its rights under this AgreementAgreement to a qualified intermediary without Buyer's consent, nor delay and in such event, such qualified intermediary shall have the Closingright to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (bii) Seller shall pay for all fees, costs any transactional matters and expenses accommodations in connection with a Like-Kind Exchange which are, in the Like opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction contemplated by this Agreement as a Like-Kind Exchange; (c) the purchase and sale of the Property , provided, however, that Buyer shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event be required to take title to any real property (other than the Property) and Buyer and Buyer's counsel shall Seller be relieved from liability have determined that such transactional matters and accommodations are without material expense or obligation to Buyer and do not increase Buyer's liabilities under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (giii) the Seller shall protect, indemnify, defend and hold still convey the Property to Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as (or a consequence of effecting the transaction through the Like Kind Exchangepermitted assignee).

Like-Kind Exchange. Buyer acknowledges and agrees that Seller may elect to exchange structure the Property (“Like Kind Exchange”) in a transaction intended to qualify disposition of the Property, as applicable, as a tax-free deferred exchange under ("Exchange") pursuant to Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time amended, subject to timethe following terms: (a) Seller, at its option, may assign its right in, and any regulationsdelegate its duties (in part or in whole) under, rulings this Agreement, as well as the transfer of their interest in the Property, to an exchange accommodator ("Accommodator") selected by Seller, and guidance issued Seller may add the Accommodator as an additional party to the escrow created by the Internal Revenue Service this Agreement; (collectively, the “Code”). If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller b) Accommodator shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable have no liability to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange Buyer shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and expenses hold Accommodator harmless from any claims by Buyer in connection with the Like Kind Exchange; ; (c) Buyer agrees to cooperate with Seller, as applicable, in connection with the purchase Exchange, including the execution of documents (including, but not limited to, escrow instructions and sale of amendments to escrow instructions) therefor; (d) Buyer shall in no way be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to Seller's replacement property in the Property Exchange; (e) The Closing shall not be conditioned upon contingent or otherwise subject to the consummation of the Like Kind Exchange; ; (df) The Closing shall occur in no event shall Seller be relieved from liability under accordance with the terms of this Agreement; (e) Agreement notwithstanding any failure, for any reason, of the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and ; (g) Buyer shall have no responsibility or liability on account of the Exchange to any third party involved in the Exchange; (h) Buyer shall not be required to make any representations or warranties nor assume any obligations, nor spend any out-of-pocket sum in connection with the Exchange; (i) All representations, warranties, covenants and indemnification obligations of Seller to Buyer whether set forth in this Agreement or otherwise existing at law or at equity, shall protectinure to the benefit of Buyer, indemnifynotwithstanding the Exchange; and (j) All representations, defend warranties, covenants and hold indemnification obligations of Buyer free and harmless from all lossesto Seller whether set forth in this Agreement or otherwise existing at law or at equity, costsshall inure to the benefit of Seller, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting notwithstanding the transaction through the Like Kind Exchange.

Like-Kind Exchange. Buyer acknowledges and agrees that (a) Seller may elect may, with respect to exchange the Property (“Like Kind Exchange”) in a transaction intended to qualify as a tax-free exchange under Section 1031 some or 1033 all of the Internal Revenue Code of 1986Seller Assets, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects elect to effect a Like Kind Exchange simultaneous or non-simultaneous tax-deferred exchange pursuant to Section 1031 of the Code and the regulations thereunder. Buyer expressly agrees to use reasonable efforts to cooperate with Seller, upon Seller's reasonable request and at Seller's expense, in connection with any such exchange, including by executing any and all documents, including escrow instructions or agreements and consenting to Seller's assignment of its rights hereunder to an exchange entity, which are reasonably necessary to carry out such an exchange. Any and all representations, obligations, agreements, warranties and covenants made by Seller to Buyer in connection with this SectionAgreement shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a third party in connection with such Section 1031 exchange. Nothing in this Section 6.12 shall in any manner relieve Seller from any of its obligations under this Agreement, and Seller shall provide written notice of such fact remain primarily liable to Buyer prior pursuant to Closing. During the three terms of this Agreement. (3b) year period following Buyer's obligation to cooperate in a Section 1031 exchange is conditioned upon each of the Closing, following: (i) Buyer shall execute and deliver such documents as may not be required to complete incur any additional costs, expenses or liabilities (including professional fees and transfer taxes) as a result of, or in connection with, any action taken by Buyer under Section 6.12(a) or such Section 1031 exchange, and Seller shall indemnify and hold Buyer harmless from any cost, expense or liability incurred by Buyer in connection with any action taken by Buyer under Section 6.12(a) or such Section 1031 exchange, (ii) the Closing shall not be delayed as a result of such Section 1031 exchange and (iii) all acknowledgments, releases, representations, warranties, covenants and agreements made by Seller (as set forth in this Agreement) shall remain in full force and effect in favor of Buyer as if such Section 1031 exchange had not been made. (c) Buyer shall not be in default under this Agreement and shall not be liable for any damages, losses, costs or expenses incurred by Seller if (i) any intermediary or exchange entity fails to take any steps to (A) locate, identify, or negotiate for the acquisition of property, (B) prepare and execute documents, or (C) arrange for financing necessary to effect the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoingthis Section 6.12, (aii) any property designated as such by Seller fails to qualify as "like-kind" property for purposes of Code Section 1031, or (iii) the Like Kind Exchange shall not diminish Buyer’s rightstransactions described herein otherwise fail, nor increase Buyer’s liabilities or obligationsfor any reason, under this Agreement, nor delay to afford Seller the Closing; benefits of Section 1031 of the Code. (bd) Seller shall pay be solely responsible for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation tax incidences of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under transactions contemplated by this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damagesSection 6.12, including compliance with any attorneys’ fees and expenses, incurred as a consequence of effecting temporal requirements hereunder or under Code Section 1031 or the transaction through the Like Kind ExchangeRegulations thereunder.

Like-Kind Exchange. Buyer acknowledges and agrees Tenant understands that Seller Landlord may elect seek to exchange structure the Property (“Like Kind Exchange”) disposition of its interest in the Premises in such a transaction intended way that will afford Landlord an opportunity to qualify as a tax-free exchange under take advantage of the provisions of Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time 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 timethe terms of this Lease including any deposit thereunder, and any regulations, rulings and guidance issued by to a Qualified Intermediary (as defined in the Internal Revenue Service (collectively, the “Code”Treas. Reg. 1.1031(k)-1(g)(4)). If Seller elects Landlord reserves the right, in effectuating such like-kind exchange, to effect a Like Kind Exchange pursuant assign Landlord’s rights, but not its obligations, under any agreement to this Section, Seller shall provide written notice of the Qualified Intermediary and Tenant hereby consents to such fact assignment. Tenant agrees to Buyer prior execute such reasonable documents and otherwise to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver cooperate in such documents respects as may reasonably be required requested by Landlord in order to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable enable Landlord to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchangecarry out a like-kind exchange as aforesaid. Notwithstanding anything contained herein to the foregoingcontrary, (a) the Like Kind Exchange Tenant shall not diminish Buyer’s rightsincur (except to a de minimus extent) additional costs or expenses, nor increase Buyer’s liabilities or obligationshave any of its obligations under any agreement increased or any of its rights hereunder reduced, under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchangelike-kind exchange, and (gb) the Seller Landlord shall protectindemnify Tenant for all loss, indemnifycost, defend expense, damages and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuitsincluding, demands and damageswithout limitation, including any attorneys’ fees costs and expenses, incurred by Tenant in connection with such like-kind exchange. In the event that the Landlord fails to arrange such a like-kind exchange, the transaction shall nevertheless be consummated as a consequence of effecting the transaction through the Like Kind Exchangesale and purchase.

Like-Kind Exchange. Buyer acknowledges Sellers are considering the disposition of the SLSJ Assets through a qualified intermediary within the meaning of Treas. Reg. Section 1. 1031(k)-1(g)(4) for the purpose of effecting a like kind exchange (an "EXCHANGE") within the meaning of Section 1031 of the Code. If Sellers decide to effect an Exchange, Sellers may, in their sole discretion, notify Purchaser in writing, and Purchaser agrees to cooperate with Sellers, if requested by Sellers, to structure the disposition of the SLSJ Assets as an Exchange; provided, however, that Seller may elect Purchaser shall not be obligated to exchange incur any additional cost, liability (including warranty or other liability) or expense (including the Property (“Like Kind reasonable expenses of its counsel in advising and representing Purchaser with respect to structuring the disposition of the SLSJ Assets as an Exchange”) in ), and is held harmless by Sellers against any loss, liability or expense, arising as a transaction result of the intended Exchange or any challenge to, or failure of, the disposition of the SLSJ Assets hereunder to qualify as a tax-free exchange under Section 1031 an Exchange. The ability or 1033 inability of Sellers to structure the disposition of the Internal Revenue Code of 1986, SLSJ Assets as amended from time to timean Exchange shall not be a condition precedent to, and shall not under any regulations, rulings and guidance issued by circumstances constitute a cause for the Internal Revenue Service (collectivelydelay of, the “Code”). If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During In connection with an Exchange, all of Sellers' respective representations, warranties, covenants, rights and obligations hereunder shall remain with Sellers, and Sellers shall transfer legal title to the three (3) year period following SLSJ Assets directly over to Purchaser. In the Closingevent of any dispute regarding the SLSJ Assets, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyerhereby or Sellers' respective obligations hereunder, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense Purchaser may look solely to the Buyer; (f) Buyer does not make and has not made Journal Register Parties with respect to resolving any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchangesuch dispute.

Like-Kind Exchange. Buyer acknowledges (Section 1031, IRC). Because the LLC Owner may be a “single member” limited liability company, either party may determine on its own part to pursue a like-kind exchange. Seller and agrees that Purchaser agree to the following regarding possible Exchanges pursuant to § 1031 of the Internal Revenue Code: A. Seller may elect to exchange consummate the sale of the Property to the LLC Owners as part of a so-called like kind exchange (the “Like Kind Exchange”) in a transaction intended pursuant to qualify as a tax-free exchange under Section § 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects , provided that: (1) The Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to effect a Like Kind Exchange pursuant to this Section, Seller’s obligations under the agreement of sale; (2) Seller shall provide written notice affect the Exchange through an assignment of such fact rights under the agreement of sale to Buyer prior to Closing. During the three a qualified intermediary; (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange Purchaser shall not diminish Buyer’s rights, nor increase Buyer’s liabilities incur any costs or obligations, under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; and (c4) Purchaser shall not be required to take an assignment of the purchase and agreement for the replacement property or be required to acquire or hold title to any real property for purposes of consummating the Exchange. Purchaser shall not by the agreement of sale or acquiescence to the Exchange: (a) have its rights under the agreement of sale affected or diminished in any manner, or (b) be responsible for compliance with or deemed to have warranted to Seller that the Exchange in fact complies with § 1031 of the Code. B. Purchaser may consummate the sale of the Property Interests as part of a so-called like kind exchange (the “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (1) The Closing shall not be conditioned upon delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Like Kind Exchange be a condition precedent or condition subsequent to Purchaser’s obligations under the agreement of sale; (2) Purchaser shall affect the Exchange through an assignment of rights under the agreement of sale to a qualified intermediary; (3) Seller shall not incur any costs or expenses in connection with the Exchange; and (d4) in no event Seller shall Seller not be relieved from liability under this Agreement; (e) the consummation required to take an assignment of the Like Kind purchase agreement for the replacement property or be required to acquire or hold title to any real property for purposes of consummating the Exchange. Seller shall not by the agreement of sale or acquiescence to the Exchange: (a) have its rights under the agreement of sale affected or diminished in any manner, or (b) be responsible for compliance with or deemed to have warranted to Purchaser that the Exchange in fact complies with § 1031 of the Code. C. Each party shall be at no liabilitysolely responsible for the tax treatment of an Exchange. [Signature page for Agreement of Purchase and Sale between Small Bay Partners, riskLLC, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to a Florida limited liability Seller, regarding as Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protectCornerstone Real Estate Funds, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchange.Purchaser]

Like-Kind Exchange. Buyer acknowledges and agrees that (a) Seller may elect shall have the right at its option, to exchange dispose of the Property (“Like Kind Exchange”) in Properties, or any portion thereof, through a transaction intended that is structured to qualify as a tax-free like/kind exchange under of property within the meaning of Section 1031 or 1033 of the Internal Revenue Service Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects Buyer agrees to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects effecting a qualifying like/kind exchange through a trust, escrow or other means as determined by Seller; provided, however, that Seller shall hold Buyer harmless from any expense, obligation or liability, without limitation, which Buyer may suffer in connection with or arising out of Buyer’s cooperation with Seller’s treatment of the Properties as part of a like/kind exchange. Seller shall have the right to assign its rights, but not its obligations, under the Agreement, in whole or in part, to a “qualified intermediary” (as defined under the Code) or as otherwise necessary or appropriate to effectuate a like/kind exchange and Buyer agrees to recognize said qualified intermediary. Seller shall be solely responsible for assuring the Like Kind Exchangeeffectiveness of the exchange for Seller’s tax purposes and Buyer does not represent to Seller any particular tax treatment will result to Seller as a result thereof. Notwithstanding In no event shall any like/kind exchange contemplated by this provision cause an extension of the foregoingClosing Date set forth herein. (b) Buyer shall have the right at its option, (a) to acquire the Like Kind Exchange Properties, or any portion thereof, through a transaction that is structured to qualify as a like/kind exchange of property within the meaning of Section 1031 of the Code. Seller agrees to cooperate with Buyer in effecting a qualifying like/kind exchange through a trust, escrow or other means as determined by Buyer; provided, however, that Buyer shall not diminish hold Seller harmless from any expense, obligations or liability, without limitation, which Seller may suffer in connection with or arising out of Seller’s cooperation with Buyer’s treatment of the Properties as part of a like/kind exchange. Buyer shall have the right to assign its rights, nor increase Buyer’s liabilities or but not its obligations, under this Agreement, nor delay in whole or in part, to a “qualified intermediary” (as defined under the Closing; (bCode) or as otherwise necessary or appropriate to effectuate a like/kind exchange and Seller agrees to recognize said qualified intermediary. Buyer shall pay be solely responsible for all fees, costs and expenses in connection with assuring the Like Kind Exchange; (c) the purchase and sale effectiveness of the Property shall exchange for Buyer’s tax purposes and Seller does not be conditioned upon the consummation of the Like Kind Exchange; (d) in represent to Buyer any particular tax treatment will result to Buyer as a result thereof. In no event shall Seller be relieved from liability under any like/kind exchange contemplated by this Agreement; (e) the consummation provision cause an extension of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind ExchangeClosing Date set forth herein.

Like-Kind Exchange. Buyer acknowledges and agrees that At its option, Seller may elect to exchange structure its disposition of the Property (“Like Kind Exchange”) in a transaction intended to qualify as a tax-free deferred exchange under (“Exchange”) pursuant to Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects shall elect to effect a Like Kind Exchange pursuant undertake an Exchange, the following terms shall apply: (a) Seller, at its option, may assign its right in, and delegate its duties (in part or in whole) under, this Agreement, as well as the transfer of its interest in the Property, to this Sectionan exchange accommodator (“Accommodator”) selected by Seller, and Seller may add the Accommodator as an additional party to the Escrow; (b) Accommodator shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable have no liability to Buyer, and otherwise Buyer shall hold Accommodator harmless from any claims by Buyer in connection with the Exchange; (c) Buyer agrees to cooperate with Seller in all reasonable respects connection with the Exchange, including the execution of documents (including, but not limited to, escrow instructions and amendments to effectuate escrow instructions) therefor; (d) Buyer shall in no way be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to Seller’s replacement property in the Like Kind Exchange. Notwithstanding the foregoing, ; (ae) the Like Kind Exchange The Close of Escrow shall not diminish Buyer’s rightsbe contingent or otherwise subject to the consummation of the Exchange; (f) Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the consummation of the Exchange; (g) Buyer shall have no responsibility or liability on account of the Exchange to any third party involved in the Exchange; (h) Buyer shall not be required to make any representations or warranties nor assume any obligations, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and expenses spend any out-of-pocket sum in connection with the Like Kind Exchange; ; (ci) the purchase All representations, warranties, covenants and sale indemnification obligations of the Property Seller to Buyer whether set forth in this Agreement or otherwise existing at law or at equity, shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense inure to the benefit of Buyer; , notwithstanding the Exchange; (fj) All representations, warranties, covenants and indemnification obligations of Buyer does not make and has not made any representation to Seller whether set forth in this Agreement or warranty and does not provide and has not provided any taxotherwise existing at law or at equity, legal, or other advice shall inure to the benefit of Seller, regarding Seller’s eligibility to effectuate a Like Kind notwithstanding the Exchange, and ; (gk) the Seller shall indemnify, protect, indemnify, defend and hold Buyer free and harmless from and against any and all losses, costscauses of action, claims, demands, liabilities, lawsuits, demands costs and damagesexpenses, including any actual attorneys’ fees and expensescosts, incurred by Buyer in connection with any third party claims which may arise as a consequence result of effecting or in connection with the transaction through the Like Kind Exchange.

Like-Kind Exchange. Buyer acknowledges and agrees Notwithstanding anything to the contrary in this Agreement, either Seller shall have the right, on or prior to the Closing Date, to assign all or a portion of its rights under this Agreement and/or the Deposit Escrow Agreement to a “qualified intermediary” (as that Seller may elect term is defined in U.S. Treasury Regulations § 1.1031(k)-1(g)(4)) or to a “qualified exchange accommodation titleholder” (as that term is defined in U.S. Revenue Procedure 2000-37), in order to attempt to structure the Property (“Like Kind Exchange”) transactions contemplated by this Agreement, in a transaction intended to qualify relevant part, as a taxlike-free kind exchange or reverse like-kind exchange under Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service corresponding state and/or local income tax provision (collectively, the “CodeLike-Kind Exchange”). If Seller elects The Parties agree to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall cooperate in good faith and execute and deliver such any necessary agreements and/or other documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like any Like-Kind Exchange. Notwithstanding the foregoing, provided: (a) the Like Kind Exchange such documents shall not diminish Buyer’s rightsmodify Sellers’ or Buyers’ representations, nor increase Buyer’s liabilities warranties or obligations, obligations under this Agreement or the Deposit Escrow Agreement, nor delay the Closing; (b) Seller such documents shall pay for all fees, costs and expenses in connection with not relieve Sellers or Buyers of any Liability under this Agreement or the Like Kind ExchangeDeposit Escrow Agreement; (c) the purchase and sale of the Property Purchase Price paid by Buyers shall not be conditioned upon the consummation of the Like Kind Exchangedifferent from that which Buyers would have paid pursuant to ARTICLE II; (d) Buyers shall incur no unreimbursed additional costs, expenses, fees or Liabilities as a result of or in no event connection with any Like-Kind Exchange and shall Seller not be relieved from liability under required to take title to any property not the subject of this Agreement; and (e) the consummation of the Like and no attempted Like-Kind Exchange shall be at no liability, risk, fee or expense to materially delay the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind ExchangeClosing.

Like-Kind Exchange. Buyer acknowledges Purchaser and agrees Seller hereby acknowledge that Seller Purchaser may elect desire to effectuate a tax-deferred exchange (also known as a “1031” exchange (the Property (“Like Kind Exchange”) in connection with the purchase of all or a transaction intended portion of the Property. Seller hereby agrees to cooperate with the Purchaser in connection with the Exchange, provided that: (a) All documents executed in connection with the Exchange (the “Exchange Documents”) shall recognize that Seller is acting solely as an accommodating party to such Exchange, shall have no liability with respect thereto, and is making no representation or warranty that the transactions qualify as a tax-free exchange under Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time or any applicable state or local laws and shall have no liability whatsoever if any such transactions fail to time, and any regulations, rulings and guidance issued so qualify. All Exchange Documents executed by Seller in connection with the Internal Revenue Service (collectively, the “Code”). If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, Seller. (ab) the Like Kind The Exchange shall not diminish Buyer’s rights, nor increase Buyer’s result in Purchaser incurring any additional costs or liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller and Purchaser shall pay for all fees, additional costs and expenses to the extent that such are incurred, including, without limitation, any additional costs or expenses incurred by Seller as a result of its participation in connection with the Like Kind Exchange; ). Purchaser shall indemnify, defend and hold Seller (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in In no event shall Seller be relieved obligated to acquire any property or otherwise be obligated to take title, or appear in the records of title, to any other property in connection with the Exchange. (d) In no event shall Purchaser’s consummation of the Exchange constitute a condition precedent to Purchaser’s obligations under this Agreement nor shall the Exchange modify any of the dates and times for performance set forth in this Agreement and Purchaser’s failure or inability to consummate the Exchange shall not be deemed to excuse or release Purchaser from liability its obligations under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchange.

Like-Kind Exchange. Buyer acknowledges and agrees that Seller Notwithstanding anything to the contrary in this Agreement, Purchaser may elect to exchange consummate the purchase of the Property as part of a so-called like-kind exchange, simultaneous exchange, non-simultaneous exchange, “Starker deferred” exchange or reverse exchange (each, an “Like Kind Exchange”) in a transaction intended pursuant to qualify as a tax-free exchange under Section § 1031 or 1033 of the Internal Revenue Code of 1986Code, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, provided that: (a) Purchaser provides Seller notice of same within ten (10) days following the Like Kind Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay expiration of the ClosingInspection Period; (b) Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale consummation or accomplishment of the Property an Exchange shall not be conditioned upon a condition precedent or condition subsequent to the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability Purchaser’s obligations under this Agreement; (c) Purchaser shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a “qualified intermediary” (as defined in Treas. Reg. § 1.1031(k)-1(g)(4) of the Code); (d) Seller shall not 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 Purchaser; and (e) the consummation of the Like Kind Exchange Purchaser shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does pay any additional costs that would not make and has otherwise have been incurred by Seller had Purchaser not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting consummated the transaction through an Exchange. Seller shall not, by this Agreement or acquiescence to an Exchange desired by Purchaser, have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to Purchaser that its Exchange in fact complies with § 1031 of the Like Kind ExchangeInternal Revenue Code. Subject to the foregoing, however, Seller shall reasonably cooperate with Purchaser in order to permit such an Exchange to be made, including executing and delivering additional documents reasonably requested by Purchaser.

Like-Kind Exchange. Buyer acknowledges and agrees that Seller may elect to structure this transaction as a like-kind exchange pursuant to Section 1031 of the Property Code and the regulations promulgated thereunder, with respect to any or all of the Properties (a “Like Like-Kind Exchange”) in a transaction intended at any time prior to qualify as a tax-free exchange under Section 1031 or 1033 of the Internal Revenue Code of 1986First Closing (or, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectivelycase may be, the “Code”Supplemental Closing). If Seller elects In order to effect a Like Like-Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the ClosingExchange, Buyer shall execute cooperate and deliver such documents do all acts as may be reasonably required or requested by Seller with regard to complete effecting the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Like-Kind Exchange, including permitting Seller to assign its rights under this Agreement to a qualified intermediary of Seller’s choice in accordance with Treas. Notwithstanding the foregoingReg. § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange; provided, however, that: (a) the Like Kind Exchange acquisition and exchange of any exchange property shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under impose upon Buyer any financial obligation in addition to those set out in this Agreement, nor delay the Closing; (b) Seller Buyer shall pay for all fees, costs and expenses in connection with the Like Kind Exchangehave no obligation to become a holder of record title to any exchange property; (c) Seller shall indemnify and hold Buyer harmless from any and all costs and expenses which Buyer incurs or to which Buyer may be exposed as a result of Buyer’s participation in the purchase contemplated exchange, including reasonable attorneys’ fees and sale costs of the Property shall not be conditioned upon defense; (d) the consummation of the Like Kind Exchange; (d) transactions described in no event this Agreement shall Seller not be relieved from liability delayed or affected by reason of such exchange nor shall the consummation or accomplishment of such exchange be a condition precedent or condition subsequent to Seller’s obligations under this Agreement; (e) the consummation of the Like Kind Exchange Buyer shall be at no liabilitynot, riskby this Agreement or acquiescence to such exchange, fee have its rights under this Agreement affected or expense to the Buyerdiminished in any manner; and (f) Buyer does not make and has not made shall not, by this Agreement or acquiescence to such exchange, be responsible for compliance with or deemed to have warranted to Seller that such exchange in fact complies with Section 1031 of the Code or any representation state or warranty and does not provide and has not local tax Law. If any exchange contemplated by Seller should fail to occur, for whatever reason, the transactions contemplated in this Agreement shall nonetheless be consummated as provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchangeherein.

Like-Kind Exchange. B▇▇▇▇ and Seller hereby acknowledge that Buyer acknowledges and agrees that and/or Seller (as applicable, the “Exchange Party”) may elect desire to effectuate a tax-deferred exchange (also known as a “1031” exchange or “reverse 1031 exchange” (the Property (“Like Kind Exchange”)) in connection with the purchase and/or sale of all or a transaction intended portion of the Property. Each party (as applicable, the “Cooperating Party”) hereby agrees to cooperate with the Exchange Party in connection with the Exchange contemplated by the Exchange Party, provided that: (i) All documents executed in connection with the Exchange (the “Exchange Documents”) shall recognize that Cooperating Party is acting solely as an accommodating party to such Exchange, shall have no liability with respect thereto, and is making no representation or warranty that the transactions qualify as a tax-free exchange under Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time or any applicable state or local laws and shall have no liability whatsoever if any such transactions fail to time, and any regulations, rulings and guidance issued so qualify. All Exchange Documents executed by Cooperating Party in connection with the Internal Revenue Service (collectively, the “Code”). If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, Cooperating Party. (aii) the Like Kind Such Exchange shall not diminish Buyer’s rights, nor increase Buyer’s result in Cooperating Party incurring any additional costs or liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller and Exchange Party shall pay for all fees, additional costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made extent that such are incurred, including, without limitation, any representation additional costs or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate expenses incurred by Cooperating Party as a Like Kind result of its participation in the Exchange, and (g) the Seller ). Exchange Party shall protect, indemnify, defend and hold Buyer free and Cooperating Party harmless from and against all claims, demands, liability, losses, costs, claims, liabilities, lawsuits, demands and damages, costs and expenses (including any reasonable attorneys’ fees and expenses, accountants’ fees) suffered or incurred as a consequence of effecting by Cooperating Party in connection with the transaction through the Like Kind Exchange. (iii) In no event shall Cooperating Party be obligated to acquire any property or otherwise be obligated to take title, or appear in the records of title, to any property in connection with the Exchange. (iv) In no event shall Exchange Party’s consummation of such Exchange constitute a condition precedent to Exchange Party’s obligations under this Agreement, and Exchange Party’s failure or inability to consummate such Exchange shall not be deemed to excuse or release Exchange Party from its obligations under this Agreement. (v) Buyer and Seller further agree that, in connection with the foregoing, and subject in all respects to the foregoing provisions, Cooperating Party shall consent to Exchange Party assigning all or a portion of its rights under this Agreement to an exchange intermediary solely for the purpose of consummating such Exchange. In no event shall any such assignment release Exchange Party of its obligations under this Agreement or any document executed pursuant to the terms hereof, including, without limitation, its indemnity obligations hereunder, or affect in any manner any of Exchange Party’s representations, warranties or covenants set forth in this Agreement.

Like-Kind Exchange. Buyer acknowledges and agrees that (a) Seller may elect shall have the right at its option, to exchange dispose of the Property (“Like Kind Exchange”) in Assets, or any portion thereof, through a transaction intended that is structured to qualify as a tax-free like/kind exchange under of property within the meaning of Section 1031 or 1033 of the Internal Revenue Service Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects Buyer agrees to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects Effecting a qualifying like/kind exchange through a trust, escrow or other means as determined by Seller; provided, however, that Seller shall hold Buyer harmless from any expense, obligation or liability, without limitation, which Buyer may suffer in connection with or arising out of Buyer’s cooperation with Sellers’ treatment of the Assets as part of a like/kind exchange. Seller shall have the right to assign its rights, but not its obligations, under the Agreement, in whole or in part, to a “qualified intermediary” (as defined under the Code) or as otherwise necessary or appropriate to effectuate a like/kind exchange and Buyer agrees to recognize said qualified intermediary. Seller shall be solely responsible for assuring the Like Kind Exchangeeffectiveness of the exchange for Seller’s tax purposes and Buyer does not represent to Seller any particular tax treatment will result to Seller as a result thereof. Notwithstanding In no event shall any like/kind exchange contemplated by this provision cause an extension of the foregoingClosing Date set forth herein. (b) Buyer shall have the right at its option, (a) to acquire the Like Kind Exchange Assets, or any portion thereof, through a transaction that is structured to qualify as a like/kind exchange of property within the meaning of Section 1031 of the Code. Seller agrees to cooperate with Buyer in effecting a qualifying like/kind exchange through a trust, escrow or other means as determined by Buyer; provided, however, that Buyer shall not diminish hold Seller harmless from any expense, obligations or liability, without limitation, which Seller may suffer in connection with or arising out of Seller’s cooperation with Buyer’s treatment of the Assets as part of a like/kind exchange. Buyer shall have the right to assign its rights, nor increase Buyer’s liabilities or but not its obligations, under this Agreement, nor delay in whole or in part, to a “qualified intermediary” (as defined under the Closing; (bCode) or as otherwise necessary or appropriate to effectuate a like/kind exchange and Seller agrees to recognize said qualified intermediary. Buyer shall pay be solely responsible for all fees, costs and expenses in connection with assuring the Like Kind Exchange; (c) the purchase and sale effectiveness of the Property shall exchange for Buyer’s tax purposes and Seller does not be conditioned upon the consummation of the Like Kind Exchange; (d) in represent to Buyer any particular tax treatment will result to Buyer as a result thereof. In no event shall Seller be relieved from liability under any like/kind exchange contemplated by this Agreement; (e) the consummation provision cause an extension of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind ExchangeClosing Date set forth herein.

Like-Kind Exchange. Buyer acknowledges and Seller hereby acknowledge that Buyer may desire to effectuate a tax-deferred exchange (also known as a "1031" exchange) (the "EXCHANGE") in connection with Buyer's acquisition of the Property. Seller hereby agrees to cooperate with Buyer in connection with the Exchange contemplated by Buyer, provided that: (i) All documents executed in connection with the Exchange (the "EXCHANGE DOCUMENTS") shall recognize that Seller may elect is acting solely as an accommodating party to exchange such Exchange, shall have no liability with respect thereto, and is making no representation or warranty that the Property (“Like Kind Exchange”) in a transaction intended to transactions qualify as a tax-free exchange under Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time or any applicable state or local laws and shall have no liability whatsoever if any such transactions fail to time, and any regulations, rulings and guidance issued by the Internal Revenue Service so qualify. (collectively, the “Code”). If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3ii) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Such Exchange shall not diminish Buyer’s rights, nor increase Buyer’s result in Seller incurring any additional costs or liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller and Buyer shall pay for all fees, additional costs and expenses to the extent that such are incurred), and in connection with the Like Kind Exchange; (c) the purchase and sale no event will there be any extension of the Property shall not be conditioned upon the consummation of the Like Kind Closing Date in order to permit Buyer to initiate or consummate such Exchange; . (diii) in In no event shall Seller be relieved from liability obligated to acquire any property or otherwise be obligated to take title, or appear in the records of title, to any property in connection with the Exchange. (iv) In no event shall Buyer's consummation of such Exchange constitute a condition precedent to Buyer's obligations under this Agreement; (e) the consummation of the Like Kind , and Buyer's failure or inability to consummate such Exchange shall not be at deemed to excuse or release Buyer from its obligations under this Agreement. Seller further agrees that, in connection with the foregoing, and subject in all respects to the foregoing provisions, Seller shall consent to Buyer's assigning all or a portion of its rights under this Agreement to an exchange intermediary solely for the purpose of consummating such Exchange. In no event shall any such assignment release Buyer of its obligations under this Agreement, including, without limitation, its indemnity obligations thereunder, or affect in any manner any of Buyer's representations, warranties or covenants set forth in this Agreement. Buyer shall indemnify and hold Seller harmless from and against all loss, liability, risk, fee damage or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ reasonable attorney's fees and expenses, costs) actually incurred or suffered by Seller as a consequence direct result of effecting the transaction through the Like Kind such Exchange.