Common use of Section 1031 Exchange Clause in Contracts

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either Each party may consummate the purchase and sale of all or sale (as applicable) a portion of the Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (b) the exchanging party shall effect its the Exchange through an assignment of all or a portion of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (c) neither the non-exchanging party 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 the other partyExchange; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging either party had the exchanging party not consummated its purchase through the transaction through an Exchange. Neither The non-exchanging party shall not by this Agreement agreement or acquiescence to an the Exchange desired by the other party (x) have its rights under this Agreement affected or diminished in any manner manner, or (y) be responsible for compliance with or be deemed to have warranted to the exchanging party that its the Exchange in fact complies with § Section 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: that (ai) the Closing shall not be delayed or affected by reason of the an Exchange nor shall the consummation or accomplishment of an any Exchange be a condition precedent or condition subsequent to the exchanging a party’s obligations under this Agreement; (bii) the exchanging any party desiring an Exchange shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither and the other party 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 the other partysuch Exchange; and (diii) the exchanging party desiring an Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Purchaser or Seller had the exchanging such party not consummated the transaction its purchase or sale through an Exchange. Neither party shall by this Agreement agreement or acquiescence to an Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its such party’s Exchange in fact complies with § Section 1031 of the Code. In connection with such cooperation, Seller agrees, upon request of Purchaser to “direct deed” for actual interests in the property to designees of Purchaser.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: that (ai) the Closing shall not be delayed or affected by reason of the an Exchange nor shall the consummation or accomplishment of an any Exchange be a condition precedent or condition subsequent to the exchanging a party’s obligations under this Agreement; (bii) the exchanging any party desiring an Exchange shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither and the other party 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 the other partysuch Exchange; and (diii) the exchanging party desiring an Exchange shall pay any additional be responsible for all costs and expenses, including reasonable attorney’s fees, that would not otherwise have been incurred by the non-exchanging party Purchaser or Seller had the exchanging such party not consummated the transaction its purchase or sale through an Exchange. Neither party shall by this Agreement agreement or acquiescence to an Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its such party’s Exchange in fact complies with § Section 1031 of the Code. In connection with such cooperation, Seller agrees, upon request of Purchaser to “direct deed” for actual interests in the property to designees of Purchaser.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; , (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an ExchangeExchange (such payment obligation shall survive Closing or any termination of this Agreement). Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § §1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § §1031 of the Code.

Section 1031 Exchange. Either party Party (the “Exchanging Party”) may consummate the sale and purchase or sale (as applicable) of the Real Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), ; provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall Exchange; (b) the consummation or accomplishment of an the Exchange will not be a condition precedent or condition subsequent to the exchanging party’s obligations of either Party under this Agreement; (bc) the exchanging party Exchanging Party shall effect its effectuate the Exchange through an assignment of this Agreement, or its rights under this Agreement, Agreement to a qualified intermediary intermediary; (cd) neither party the other Party (“Non-Exchanging Party”) shall not be required to take an assignment of the any purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real replacement property for purposes of consummating an Exchange desired by the other partyExchange; (e) the Non-Exchanging Party shall not be required to incur any cost or liability in connection with the Exchange; and (df) the exchanging party Non-Exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party acquiescence of the Non-Exchanging Party to the Exchange: (i) have its rights under this Agreement affected or diminished in any manner manner; or (ii) be responsible for compliance with or be deemed to have warranted to Exchanging Party that the exchanging party that its Exchange in fact complies with § Section 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: that (ai) the Closing shall not be delayed or affected by reason of the an Exchange nor shall the consummation or accomplishment of an any Exchange be a condition precedent or condition subsequent to the exchanging a party’s obligations under this Agreement; (bii) the exchanging any party desiring an Exchange shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither and the other party 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 the other partysuch Exchange; and (diii) the exchanging party desiring an Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Buyer or Seller had the exchanging such party not consummated the transaction its purchase or sale through an Exchange. Neither party shall by this Agreement agreement or acquiescence to an Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its such party’s Exchange in fact complies with § section 1031 of the Code.

Section 1031 Exchange. Either party Seller or Buyer may consummate the sale and purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (ai) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging partyBuyer’s or Seller’s obligations under this Agreement; (bii) the exchanging party Buyer and/or Seller, as applicable, shall effect its the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) and neither party Buyer nor Seller shall be required to take an assignment of the purchase agreement for the relinquished or replacement exchange property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other partyExchange; and (diii) the exchanging each party electing such Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Buyer or Seller had the exchanging party electing such Exchange not consummated its purchase through the transaction through an Exchange. Neither party Buyer nor Seller shall by this Agreement agreement or acquiescence to an the Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its the Exchange in fact complies with § Section 1031 of the Code.

Section 1031 Exchange. Either party may Both Buyer and Seller shall have the right to consummate the purchase or sale (as applicable) of the Property this transaction as part of a so-called like kind exchange (an “the, "Exchange”") pursuant to § 1031 ss.1031 of the Internal Revenue Code of 1986, as amended (the “the, "Code”"), provided that: (ai) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging either party’s obligations 's obligation under this Agreement; , (bii) the exchanging party engaging in the Exchange shall effect its the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (ciii) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other partyExchange; and (div) the exchanging party engaging in the Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party other had the exchanging party transaction not been consummated through the transaction through an Exchange. Neither party shall by this Agreement agreement or acquiescence to an Exchange desired by the other party Exchange: (a) have its their rights under this Agreement affected or diminished in any manner manner, or (b) be responsible for compliance with or be deemed to have warranted to the exchanging party other that its the Exchange in fact complies with § 1031 ss.1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of all or any of the Property Projects as part of a so-called like kind exchange (an “"Exchange”") pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s 's obligations under this Agreement; , (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § Section 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: that (a) the i)the Closing shall not be delayed or affected by reason of the an Exchange nor shall the consummation or accomplishment of an any Exchange be a condition precedent or condition subsequent to the exchanging a party’s obligations under this Agreement; (bii) the exchanging any party desiring an Exchange shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither and the other party 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 the other partysuch Exchange; and (diii) the exchanging party desiring an Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Purchaser or Seller had the exchanging such party not consummated the transaction its purchase or sale through an Exchange. Neither party shall by this Agreement agreement or acquiescence to an Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its such party’s Exchange in fact complies with § Section 1031 of the Code. In connection with such cooperation, Seller agrees, upon request of Purchaser to “direct deed” for actual interests in the property to designees of Purchaser.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.. SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN Xxxxxxx Village LLC AND ArchCo Residential LLC

Section 1031 Exchange. Either party (“exchanging party”) may consummate the purchase or sale (as applicable) of the Property or the Membership Interest as part of a so-called like kind exchange (an the “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (b) the exchanging party shall effect its the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and the other party (c“accommodating party”) neither party shall permit such assignment to be made, but it shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property to be acquired by the exchanging party or be required to acquire or hold title to any real property (other than the Property if the Property is purchased by the accommodating party) for purposes of consummating an Exchange desired by the other partyExchange; and (dc) the exchanging party shall pay any additional costs of the accommodating party that would not otherwise have been incurred by the non-exchanging accommodating party had the exchanging party not consummated the transaction through an there been no Exchange. Neither The accommodating party shall not by this Agreement or acquiescence to an the Exchange desired by the other party (i) have its rights under this Agreement affected or diminished in any manner or (ii) be responsible for compliance with or be deemed to have warranted to the exchanging party that its the Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party may consummate the The purchase or sale (as applicable) of the Property Assets contemplated by this Agreement may be consummated as part of a so-called like kind exchange (an “Exchange”) non taxable "exchange" pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), "Exchange") provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s Party's obligations under this Agreement; (b) the exchanging party Party 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. Section 1.1031(k)-1(g)(4); (c) neither party Seller nor Purchaser shall be required to take an assignment of the purchase agreement this Agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other partyParty; and (d) the exchanging party Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Party had the exchanging party Party not consummated the transaction through an Exchange. Neither party Seller nor Purchaser shall by this Agreement or acquiescence to an Exchange desired by the other party Party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party Party that its Exchange in fact complies with § Section 1031 of the Code.

Section 1031 Exchange. Either Each party may consummate the purchase and sale of all or sale (as applicable) a portion of the Property as part of a so-called like kind exchange (an “the "Exchange”") pursuant to § 1031 Section 10.31 of the Internal Revenue Code of 1986, as amended (the “"Code”"), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging party’s 's obligations under this Agreement; (b) the exchanging party shall effect its the Exchange through an assignment of all or a portion of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (c) neither the non-exchanging party 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 the other partyExchange; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging either party had the exchanging party not consummated its purchase through the transaction through an Exchange. Neither The non-exchanging party shall not by this Agreement agreement or acquiescence to an the Exchange desired by the other party (x) have its rights under this Agreement affected or diminished in any manner manner, or (y) be responsible for compliance with or be deemed to have warranted to the exchanging party that its the Exchange in fact complies with § 1031 Section 10.31 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property Properties as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; , (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an ExchangeExchange (such payment obligation shall survive Closing or any termination of this Agreement). Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; , (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional reasonable costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an ExchangeExchange (such payment obligation shall survive Closing or any termination of this Agreement). Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code. Purchaser and Seller shall reasonably cooperate with each other in connection with an Exchange (such reasonable cooperation to include the obligation to execute an acknowledgment or other typical documentation relating to an Exchange).

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “"Exchange”") pursuant to § §1031 of the Internal Revenue Code of 1986, as amended (the “"Code”"), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s 's obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § §1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property transaction contemplated in this Agreement as part of a so-called like kind exchange (an the “Exchange”) pursuant to § §1031 of the Internal Revenue Code of 1986, as amended (( the “Code”), provided that: (ai) the non-exchanging party shall be provided no less than ten (10) business days prior written notice of such Exchange and the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange the exchange be a condition precedent or condition subsequent to the exchanging partyBuyer’s obligations under this Agreement; (bii) the exchanging party shall effect its the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (ciii) neither the non-exchanging party 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 the other partyExchange; and (div) the exchanging party shall pay any all additional costs (including legal fees) that would not otherwise have been incurred by the non-exchanging party Buyer or Seller had the exchanging party not consummated its purchase through the transaction through an Exchange. Neither The non-exchanging party shall not by this Agreement agreement or acquiescence to an the Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging party that its the Exchange in fact complies with § §1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.. BY AND BETWEEN Axxxxxx Village LLC AND ArchCo Residential LLC

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; , (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant ​ ​ ​ to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; , (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; , and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange, including, without limitation, reimbursement of the non-exchanging party for any costs and expenses it otherwise would not have incurred but for the Exchange (such payment obligation shall survive Closing or any termination of this Agreement). Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.. ​ ​ ​ ​

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: that (ai) the Closing shall not be delayed or affected by reason of the an Exchange nor shall the consummation or accomplishment of an any Exchange be a condition precedent or condition subsequent to the exchanging a party’s obligations under this Agreement; (bii) the exchanging any party desiring an Exchange shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither and the other party 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 the other partysuch Exchange; and (diii) the exchanging party desiring an Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Buyer or Seller had the exchanging such party not consummated the transaction its purchase or sale through an Exchange. Neither party shall by this Agreement agreement or acquiescence to an Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its such party’s Exchange in fact complies with § Section 1031 of the Code. In connection with such cooperation, Seller agrees, upon request of Buyer to “direct deed” for actual interests in the property to designees of Buyer.

Section 1031 Exchange. Either party Seller or Purchaser (the "Exchanging Party") may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “the "Exchange”") pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “"Code”"), provided that: (ai) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging party’s Exchanging Party's obligations under this Agreement; (bii) the exchanging party Exchanging Party shall effect its the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (ciii) neither party the non-Exchanging Party 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 the other partyExchange; and (div) the exchanging party Exchanging Party shall pay any additional costs or liabilities that would not otherwise have been incurred by the non-exchanging party Purchaser or Seller had the exchanging party Exchanging Party not consummated its purchase through the transaction through an Exchange. Neither party The non- Exchanging Party shall not by this Agreement agreement or acquiescence to an the Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to Purchaser that the exchanging party that its Exchange in fact complies with § Section 1031 of the Code.

Section 1031 Exchange. Either party Party (the "Exchanging Party") may consummate the sale and purchase or sale (as applicable) of the Real Property as part of a so-called like kind exchange (an “the "Exchange”") pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “"Code”"), ; provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall Exchange; (b) the consummation or accomplishment of an the Exchange will not be a condition precedent or condition subsequent to the exchanging party’s obligations of either Party under this Agreement; (bc) the exchanging party Exchanging Party shall effect its effectuate the Exchange through an assignment of this Agreement, or its rights under this Agreement, Agreement to a qualified intermediary intermediary; (cd) neither party the other Party ("Non-Exchanging Party") shall not be required to take an assignment of the any purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real replacement property for purposes of consummating an Exchange desired by the other partyExchange; (e) the Non-Exchanging Party shall not be required to incur any cost or liability in connection with the Exchange; and (df) the exchanging party Non-Exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party acquiescence of the Non-Exchanging Party to the Exchange: (i) have its rights under this Agreement affected or diminished in any manner manner; or (ii) be responsible for compliance with or be deemed to have warranted to Exchanging Party that the exchanging party that its Exchange in fact complies with § Section 1031 of the Code.

Section 1031 Exchange. Either party Purchaser or Seller may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (ai) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging partyPurchaser’s obligations under this AgreementContract; (bii) the exchanging party shall effect its Exchange is effected through an assignment of this AgreementContract, or its rights under this AgreementContract, to a qualified intermediary intermediary; (ciii) neither party 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 the other partyExchange; and (div) the exchanging party requesting he Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Purchaser or Seller had the exchanging such party not consummated its purchase or sale through the transaction through an Exchange. Neither party shall Seller nor Purchaser by this Agreement agreement or acquiescence to an the Exchange desired by the other party shall (1) have its rights under this Agreement Contract affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its the Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) ” pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall Exchange; (b) the consummation or accomplishment of an Exchange shall not be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreementthe Contract; (bc) the exchanging party shall effect its Exchange through an assignment of this Agreementthe Contract, or its rights under this Agreementthe Contract, to a qualified intermediary intermediary; (cd) neither the non-exchanging party 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 the other exchanging party’s Exchange; and (de) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had would not otherwise have incurred but for the exchanging party not consummated party’s Exchange; (f) the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its non-exchanging party’s rights under this Agreement the Contract shall not be adversely affected or diminished in any manner or in connection with the exchanging party’s Exchange; and (g) the non- exchanging party shall not be responsible for compliance with or be deemed to have warranted compliance, and does not warrant to the exchanging party that its the exchanging party’s Exchange in fact complies complies, with § 1031 of the Code.. BY AND BETWEEN RCM FIREWHEEL, LLC [Seller] AND ARCHCO RESIDENTIAL, LLC [Purchaser]

Section 1031 Exchange. Either Each party may consummate the purchase and sale of all or sale (as applicable) a portion of the Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this AgreementContract; (b) the exchanging party shall effect its the Exchange through an assignment of all or a portion of this AgreementContract, or its rights under this AgreementContract, to a qualified intermediary intermediary; (c) neither the non-exchanging party 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 the other partyExchange; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging either party had the exchanging party not consummated its purchase through the transaction through an Exchange. Neither The non-exchanging party shall not by this Agreement Contract or acquiescence to an the Exchange desired by the other party (x) have its rights under this Agreement Contract affected or diminished in any manner manner, or (y) be responsible for compliance with or be deemed to have warranted to the exchanging party that its the Exchange in fact complies with § Section 1031 of the Code.

Section 1031 Exchange. Either party (“exchanging party”) may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: that (a) the Closing closing shall not be delayed or affected by reason of the Exchange Exchange, nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this AgreementContract; (b) the exchanging party shall effect its the Exchange through an assignment of this AgreementContract, or its rights under this Agreementthe Contract, to a qualified intermediary and the other party (c“accommodating party”) neither party shall not be required to take an assignment of the purchase acquisition agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other partyExchange; and (dc) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party or the accommodating party had the exchanging party not consummated its purchase through the transaction through an Exchange. Neither The accommodating party shall not by this Agreement Contract or acquiescence to an the Exchange desired by the other party (i) have its rights under this Agreement Contract affected or diminished in any manner or manner; (ii) be responsible for compliance with or be deemed to have warranted to the exchanging party that its the Exchange in fact complies with § Section 1031 of the Code; or (iii) be obligated to incur any expenses related to the Exchange.

Section 1031 Exchange. Either party ("exchanging party") may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “the "Exchange”") pursuant to § ss. 1031 of the Internal Revenue Code of 1986, as amended (the “"Code”"), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging party’s 's obligations under this AgreementContract; (b) the exchanging party shall effect its the Exchange through an assignment of this AgreementContract, or its rights under this AgreementContract, to a qualified intermediary and the other party (c"accommodating party") neither party 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 the other partyExchange; and (dc) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party or the accommodating party had the exchanging party not consummated its purchase through the transaction through an Exchange. Neither The accommodating party shall not by this Agreement agreement or acquiescence to an the Exchange desired by the other party (i) have its rights under this Agreement Contract affected or diminished in any manner or (ii) be responsible for compliance with or be deemed to have warranted to the exchanging party that its the Exchange in fact complies with § ss. 1031 of the Code.

Section 1031 Exchange. Either party may Both Purchaser and Seller shall have the right to consummate the purchase or sale (as applicable) of the Property this transaction as part of a so-called like kind exchange (an the, “Exchange”) pursuant to § §1031 of the Internal Revenue Code of 1986, as amended (the “the, "Code”"), provided that: (ai) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging either party’s obligations 's obligation under this Agreement; , (bii) the exchanging party engaging in the Exchange shall effect its the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (ciii) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other partyExchange; and (div) the exchanging party engaging in the Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party other had the exchanging party transaction not been consummated through the transaction through an Exchange. Neither party shall by this Agreement agreement or acquiescence to an Exchange desired by the other party Exchange: (a) have its their rights under this Agreement affected or diminished in any manner or manner, (b) be responsible for compliance with or be deemed to have warranted to the exchanging party other that its the Exchange in fact complies with § §1031 of the CodeCode or (c) be liable to the other party for any adverse tax consequences.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the an Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging partySeller’s obligations under this AgreementContract; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, Contract to a qualified intermediary intermediary; (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other partyExchange; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging other party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement Contract or acquiescence to an Exchange desired by the other party have its rights under this Agreement Contract affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: that (ai) the Closing shall not be delayed or affected by reason of the an Exchange nor shall the consummation or accomplishment of an any Exchange be a condition precedent or condition subsequent to the exchanging a party’s obligations under this Agreement; (bii) the exchanging any party desiring an Exchange shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither and the other party 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 the other partysuch Exchange; and (diii) the exchanging party desiring an Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Buyer or any Seller had the exchanging such party not consummated the transaction its purchase or sale through an Exchange. Neither party shall by this Agreement agreement or acquiescence to an Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its such party’s Exchange in fact complies with § section 1031 of the Code.

Section 1031 Exchange. Either party and any beneficiary of Seller may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; , (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § §1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § §1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party Purchaser or Seller may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § §1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (ai) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging either party’s obligations under this AgreementContract; (bii) the exchanging party shall effect its Exchange is effected through an assignment of this AgreementContract, or its rights under this AgreementContract, to a qualified intermediary intermediary; (ciii) neither party 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 the other partyExchange; and (div) the exchanging party requesting the Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Purchaser or Seller had the exchanging such party not consummated its purchase or sale through the transaction through an Exchange. Neither party shall Seller nor Purchaser by this Agreement agreement or acquiescence to an the Exchange desired by the other party shall (1) have its rights under this Agreement Contract affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its the Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party Purchaser and/or Seller may consummate the purchase or and sale (as applicable) of the Property as part of a so-called like kind exchange (an “the "Exchange”") pursuant to § ss. 1031 of the Internal Revenue Code of 1986, as amended (the “"Code”"), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging party’s Purchaser's obligations under this Agreement; (b) the exchanging party Purchaser and/or Seller shall effect its the Exchange through an assignment of this Agreement, or its their respective rights under this Agreement, to a qualified intermediary intermediary; (c) neither party Seller nor Purchaser shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other partyExchange; and (d) the exchanging neither party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging such party had the exchanging other party not consummated its purchase through the transaction through an Exchange. Neither party Purchaser and Seller shall not, by this Agreement agreement or acquiescence to an Exchange desired by the other party Exchange, have its their respective rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging other party that its the Exchange in fact complies with § ss. 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or and sale (as applicable) of the Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (ai) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging either party’s obligations under this AgreementContract; (bii) the exchanging party shall effect its the Exchange through an assignment of this AgreementContract, or its rights under this AgreementContract, to a qualified intermediary intermediary; (ciii) neither the non-exchanging party shall not be required to take an assignment of the purchase agreement Contract for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other partyExchange; and (div) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the this transaction through an the Exchange. Neither The non-exchanging party shall not, by this Agreement Contract or acquiescence to an Exchange desired by the other party Exchange, have its rights under this Agreement Contract affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to that the exchanging party that its Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party Purchaser or Seller may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § §1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (ai) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging either party’s obligations under this AgreementContract; (bii) the exchanging party shall effect its Exchange is effected through an assignment of this AgreementContract, or its rights under this AgreementContract, to a qualified intermediary intermediary; (ciii) neither party 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 the other partyExchange; and (div) the exchanging party requesting the Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Purchaser or Seller had the exchanging such party not consummated its purchase or sale through the transaction through an Exchange. Neither party shall Seller nor Purchaser by this Agreement agreement or acquiescence to an the Exchange desired by the other party shall (1) have its rights under this Agreement Contract affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its the Exchange in fact complies with § Section 1031 of the Code.

Section 1031 Exchange. Either party may consummate structure the purchase disposition or sale (as applicable) acquisition of the Property Property, as part of the case may be, as a solike-called like kind exchange under Section 1031 of the Code (an a “Like-Kind Exchange”) pursuant to § 1031 of at the Internal Revenue Code of 1986, as amended (the “Code”)exchanging party’s sole cost and expense. The 29 other party shall reasonably cooperate therein, provided that: that (ai) such other party shall incur no material costs, expenses or liabilities in connection with the exchanging party’s exchange, (ii) the consummation of this Agreement is not predicated or conditioned on any Like-Kind Exchange by either party, (iii) the Closing shall not be delayed or affected by reason of the any Like-Kind Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (div) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had shall not be obligated to take title to any property other than the Property. If either party uses a qualified intermediary to effectuate an exchange, any assignment of the rights or obligations of such party hereunder shall not relieve, release or absolve such party of its obligations to the other party. The exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by indemnify, defend and hold harmless the other party have its rights under from all liability in connection with the indemnifying party’s exchange, and the indemnified party shall not be required to take title to or contract for the purchase of any other property. The provisions of this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to Section 12.12 shall survive the exchanging party that its Exchange in fact complies with § 1031 of the CodeClosing.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “"Exchange”") pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s 's obligations under this Agreement; , (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or OR its rights under this Agreement, to a qualified intermediary intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an ExchangeExchange other than attorney's fees. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § Section 1031 of the Code.

Section 1031 Exchange. Either Each party may consummate the purchase or and sale (as applicable) of the Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (ai) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (bii) the exchanging party shall effect its the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (ciii) neither the non-exchanging party 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 the other partyExchange; and (div) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging either party had the exchanging party not consummated its purchase through the transaction through an Exchange. Neither The non-exchanging party shall not by this Agreement agreement or acquiescence to an the Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging party that its the Exchange in fact complies with § Section 1031 of the Code.

Section 1031 Exchange. Either party Purchaser or Seller may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (ai) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging partyPurchaser’s obligations under this Agreement; (bii) the exchanging party shall effect its Exchange is effected through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (ciii) neither party 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 the other partyExchange; and (div) the exchanging party requesting he Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Purchaser or Seller had the exchanging such party not consummated its purchase or sale through the transaction through an Exchange. Neither party shall Seller nor Purchaser by this Agreement agreement or acquiescence to an the Exchange desired by the other party shall (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its the Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; , (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an ExchangeExchange (such payment obligation shall survive Closing or any termination of this Agreement). Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.

Section 1031 Exchange. Either party Buyer or any Seller may elect to consummate the purchase or and sale (as applicable) of the Property as part of a so-called like kind exchange (an the “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (ai) the Closing shall not be delayed or affected by reason of the any Exchange nor shall the consummation or accomplishment of an any Exchange be a condition precedent or condition subsequent to the exchanging partyBuyer’s or such Seller’s obligations under this Agreement; (bii) the exchanging party shall effect its any Exchange may be effected through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) and neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement exchange property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by involving the other party; and (diii) the exchanging party desiring an Exchange shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Buyer or Seller had the exchanging such party not consummated its purchase or sale through the transaction through an Exchange. Neither party shall by this Agreement agreement or acquiescence to an any Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the exchanging other party that its any Exchange involving the other party in fact complies with the § 1031 of the Code.

Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary intermediary; (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.. SIGNATURE PAGE TO AGREEMENT OF BY AND BETWEEN SOUTHERN APARTMENT GROUP-49, LLC AND ARCHCO RESIDENTIAL, LLC

Section 1031 Exchange. Either party may consummate the purchase or and sale (as applicable) of the Property as part of a so-called like kind exchange (an “the "Exchange”") pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “"Code”"), provided that: (ai) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging either party’s 's obligations under this AgreementContract; (bii) the exchanging party shall effect its the Exchange through an assignment of this AgreementContract, or its rights under this AgreementContract, to a qualified intermediary intermediary; (ciii) neither the non-exchanging party shall not be required to take an assignment of the purchase agreement Contract for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other partyExchange; and (div) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party Purchaser or Seller had the exchanging party not consummated the this transaction through an the Exchange. Neither The non-exchanging party shall not, by this Agreement Contract or acquiescence to an Exchange desired by the other party Exchange, have its rights under this Agreement Contract affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to that the exchanging party that its Exchange in fact complies with § 1031 of the Code. For the avoidance of doubt, Seller intends to conduct this transaction as an Exchange. Any cost or fee charged by the Escrow Agent to conduct such Exchange is the responsibility of Seller.