Common use of Section 1031 Exchange Clause in Contracts

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx RoadForest Xxxxxx Place, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx RoadForest Xxxxxx Place, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges Seller and Buyer hereby agree that Seller may elect shall have the right at any time prior to transfer Closing to assign all or a portion of its interest in the Property pursuant rights under this Agreement to a like-kind exchange qualifying under Qualified Intermediary (as that term is defined in Section 1031 1.1031(k)-1(g)(4)(v) of the Internal Treasury Regulations) and/or a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, Procedure 2000-37) in order to enable Seller accomplish the transaction in a manner intended to consummate comply, either in whole or in part, with the transfer of the Property as part requirements of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance 1031 of the Property andCode. In the event that Seller assigns its rights under this Agreement pursuant to this Section 14.7, thereforeSeller agrees to notify Buyer in writing of such assignment at or before Closing, Purchaser willand Buyer shall cooperate fully, upon as and to the extent reasonably requested by the Seller's request, cooperate in connection with Seller enabling the transactions contemplated herein to qualify in whole or in part as a "delayed exchange". Pursuant like-kind exchange pursuant to a delayed exchange, Purchaser will acquire Section 1031 of the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third partyCode; provided, however, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder any costs or expenses in connection therewith shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested borne solely by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser Buyer shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, additional liability in connection therewith. Seller and Buyer acknowledge and agree that any assignment of all or any portion of this Agreement to a Qualified Intermediary and/or Exchange Accommodation Titleholder shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Without limiting the generality of the above provisions of this Section 14.7, in the event that Seller assigns all or a portion of its rights under this Agreement pursuant to this Section 14.7, then the other certificates, agreements, instruments and documents to be executed and/or delivered in connection with this Agreement by Buyer or their Affiliates shall be amended and modified in a manner satisfactory to Seller to expressly permit, without further consent or approval, the subsequent assignment and transfer of the same by the Qualified Intermediary and/or Exchange Accommodation Titleholder to Seller (or its designee).

Section 1031 Exchange. Purchaser acknowledges Seller and Buyer hereby agree that Seller may elect Buyer shall have the right at any time prior to transfer Closing to assign all or a portion of its interest rights under this Agreement to a “Qualified Intermediary” (as that term is defined in Section 1.1031(k) 1(g)(4)(v) of the Property Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like kind exchange pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amendedamended (the “Code”). Purchaser Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event a party assigns its rights under this Agreement pursuant to this Section 2.8, such party agrees to reasonably cooperate with notify the other parties in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Buyer agrees to: (a) consent to Seller’s assignment of its rights in this Agreement; and (b) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns its rights under this Agreement for this purpose, subject Seller agrees to: (i) consent to Buyer’s assignment of its rights in this Agreement; (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing; and (iii) at Closing, convey and assign directly to Buyer the Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Buyer acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not delay the Closing, shall not release any party hereto from any of its respective liabilities and obligations (including indemnity obligations) to the limitations of other parties hereto under this Section 14.3Agreement, in order and that no party represents to enable any other party that any particular Tax treatment will be given to a party as a result thereof. Seller and Buyer further agree that the party not electing to consummate the transfer of the Property as part of effect a like-kind exchange qualifying pursuant to Section 1031. The exchange is will not to occur simultaneously with the conveyance of the Property andincur any additional costs, thereforeexpenses, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute fees or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser liabilities as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted the like-kind exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect may, without Seller’s consent, assign this Agreement to transfer its interest a qualified intermediary in the Property pursuant order to facilitate a like-kind exchange qualifying under transaction, which includes the Property, pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Purchaser Seller further agrees to reasonably cooperate with SellerPurchaser in effecting such transaction, subject to provided that any such exchange transaction, and the limitations of this Section 14.3related documentation, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to shall: (i) acquire replacement property designated by not require Seller and to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) transfer not delay the designated replacement property Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to Seller as part of Seller's exchange perform in accordance with the third party; providedterms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that notwithstanding that Seller shall have no obligation or liability to Purchaser may acquire the Property from such third party, Properties in connection therewith. The respective obligations of Xxxxx Road, Ltd. will remain obligated as the Seller and Purchaser under this Contract, and all representations, warranties, covenants, agreements and obligations which Section 16.20 shall survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewithmerged therein.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx RoadI.P. Business Center, Ltd. L.P. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx RoadI.P. Business Center, Ltd. L.P. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx RoadVenture Tech Partners, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx RoadVenture Tech Partners, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx RoadCrosspoint Atrium, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx RoadCrosspoint Atrium, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges Notwithstanding anything to the contrary in this Agreement, Sellers and Purchasers agree that Seller Purchasers, or any of them, may elect assign this Agreement (or all or any portion thereof or rights therein) to transfer its interest one or more qualified intermediaries (collectively, an "Intermediary"), as that term is defined in the Property pursuant to a deferred like-kind exchange qualifying regulations (the "Regulations") promulgated under Section 1031 of the Internal Revenue Code of 1986, as amended. , to act in place of any Purchaser agrees to reasonably cooperate with Seller, subject to as the limitations of this Section 14.3, in order to enable Seller to consummate the transfer purchaser of the Property as part of to be conveyed to such Purchaser by the applicable Seller in effecting a deferred or simultaneous like-kind exchange qualifying pursuant of one or more of the Properties under the Regulations. Upon assignment of a Purchaser's rights under this Agreement to Section 1031. The exchange is not to occur simultaneously with an Intermediary, Purchaser's Intermediary shall be substituted for such Purchaser in this Agreement as the conveyance purchaser of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated be acquired by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third partysuch Purchaser; provided, however, that notwithstanding that such Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for of any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or its obligations hereunder as a result of such assignment. Sellers agree to accept the exchange or attempted exchangeconsideration and all other required performance under this Agreement and any written instructions from a Purchaser's Intermediary and to render its performance of all of its obligations to such Purchaser's Intermediary. Seller Sellers agree that performance by a Purchaser's Intermediary will be treated as performance by the applicable Purchaser. Purchasers agree that Sellers' cooperation with Purchasers hereunder shall fully indemnifynot require Sellers to incur any out-of-pocket expenses, defend and Purchasers further agree to indemnify and hold Purchaser harmless for, Sellers from and against any and all damages, losses, liabilities, claims, damages, costs and expenses (including, without limitation, including reasonable attorneys' fees), taxes, fees, proceedings fees and causes of action of expenses but excluding any kind or nature whatsoever arising out of, connected attorneys' fees and expenses incurred by Sellers in connection with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions their review of the immediately preceding sentence shall survive Closing and the transfer documents reasonably necessary to effect Purchasers' exchange) incurred by Sellers as a result of title a Purchaser's assignment of this Agreement (or portions thereof or rights thereunder) to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewithan Intermediary.

Section 1031 Exchange. Purchaser acknowledges that Seller Sellers may elect to transfer its interest in convey the Property as part of a tax deferred exchange for the benefit of Sellers pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code Code. With respect thereto, Sellers may assign all of 1986Sellers’ contract rights and obligations hereunder to an exchange accommodation titleholder or a qualified intermediary, as amendedpart of, and in furtherance of, such tax deferred exchange. Purchaser Sellers shall have the right to direct the application of the portion of the Deposit allocable to the Property held by the Escrow Agent to the Qualified Intermediary as directed by the Qualified Intermediary as part of the exchange. Buyer agrees to reasonably assist and cooperate with Sellerin such exchange for the benefit of Sellers at no cost, expense or liability to Buyer and without reduction or alteration of the rights of Buyer under this Agreement; and Buyer further agrees to execute any and all documents (subject to the limitations reasonable approval of this Section 14.3Buyer’s legal counsel) as are reasonably necessary in connection with such exchange at Sellers’ sole expense provided that Buyer shall not be required to undertake any liability or obligation in so doing and provided that such exchange does not extend the Closing Date. As part of such exchange, Sellers shall convey the Property directly to Buyer and Buyer shall not be obligated to acquire or convey any other property as part of such exchange. Further, in order for Sellers’ owners/partners to enable Seller accomplish a Section 1031 exchange, Sellers may, immediately prior to consummate the transfer of the Property as part of a like-kind exchange qualifying Closing, assign this Agreement to such related parties, pursuant to Section 1031. The exchange is not an instrument of assignment in form reasonably satisfactory to occur simultaneously with the conveyance of the Property andBuyer, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from which such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller assignee assumes Sellers’ obligations under this ContractAgreement. Notwithstanding the foregoing, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller Sellers shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser liable for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchangenotwithstanding such assignment. Seller Sellers shall fully indemnify, hold harmless and defend and hold Purchaser harmless for, Buyer from and against any and all claims, demands, causes of action, liabilities, claimslosses, damagescosts, damages and expenses (including, without limitation, including reasonable attorneys' fees), taxes, fees, proceedings ’ fees and causes of action of expenses and court costs incurred in defending any kind such claim or nature whatsoever in enforcing this indemnity) that may be incurred by Buyer and arising out ofof Buyer’s participation in such exchange for the benefit of Sellers, connected with or which obligation shall survive the Closing. Notwithstanding the foregoing, should Sellers fail to effect a tax deferred exchange as contemplated in this Section 6 for any manner related to such Section 1031 exchange or attempted exchange. The provisions reason, then the sale by Sellers of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner accordance with terms and conditions of this Agreement just as though the provisions of this Section 6 had been omitted from this Agreement, except that Purchaser Buyer shall not be required reimbursed and indemnified from resulting costs and expenses as provided in this Section. Nothing contained in this Section 6 shall release Sellers of any of their obligations or liabilities under this Agreement, whether accruing before, at or after Closing, nor shall anything contained in this Section 6 impose any liability or obligation on Buyer with respect to acquire title the tax consequences of this transaction to any real or personal property other than the Property, or incur any liability, in connection therewithSellers.

Section 1031 Exchange. Purchaser acknowledges Seller and Buyer hereby agree that Seller may elect shall have the right at any time prior to transfer Closing to assign all or a portion of its interest in the Property pursuant rights under this Agreement to a like-kind exchange qualifying under Qualified Intermediary (as that term is defined in Section 1031 1.1031(k)-1(g)(4)(v) of the Internal Treasury Regulations) and/or a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, Procedure 2000-37) in order to enable Seller accomplish the transaction in a manner intended to consummate comply, either in whole or in part, with the transfer of the Property as part requirements of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance 1031 of the Property andCode. In the event that Seller assigns its rights under this Agreement pursuant to this Section 7.7, thereforeSeller agrees to notify Buyer in writing of such assignment at or before Closing, Purchaser willand Buyer shall cooperate fully, upon as and to the extent reasonably requested by the Seller's request, cooperate in connection with Seller enabling the transactions contemplated herein to qualify in whole or in part as a "delayed exchange". Pursuant like-kind exchange pursuant to a delayed exchangeSection 1031 of the Code; provided, Purchaser will acquire the Property from a third party designated by Seller who will however, that any costs or expenses in connection therewith shall be contractually bound to (i) acquire replacement property designated borne solely by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser Buyer shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, additional liability in connection therewith. Seller and Buyer acknowledge and agree that any assignment of all or any portion of this Agreement to a Qualified Intermediary and/or Exchange Accommodation Titleholder shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Without limiting the generality of the above provisions of this Section 7.7, in the event that Seller assigns all or a portion of its rights under this Agreement pursuant to this Section 7.7, then the other certificates, agreements, instruments and documents to be executed and/or delivered in connection with this Agreement by Buyer or their Affiliates shall be amended and modified in a manner satisfactory to Seller to expressly permit, without further consent or approval, the subsequent assignment and transfer of the same by the Qualified Intermediary and/or Exchange Accommodation Titleholder to Seller (or its designee). Purchase and Sale Agreement Article 8.

Section 1031 Exchange. Purchaser acknowledges that (a) Buyer and Seller may elect to transfer its interest shall cooperate in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order good faith to enable Seller to consummate effectuate the transfer sale of the Property Assets as part of a like-kind exchange qualifying pursuant to Section 1031 of the Internal Revenue Code, as amended, including without limitation the assignment of Seller's rights under this Agreement to a qualified intermediary, provided that such tax-free exchange does not impose any material additional expenses upon Buyer. Buyer shall have no liability to Seller based on any failure of this transaction to qualify for treatment under Section 1031. The Without limiting the foregoing, Buyer agrees that Seller may assign its rights under this Agreement to a qualified intermediary ("Seller's Qualified Intermediary") with whom Seller may enter into an exchange is not to occur simultaneously with the conveyance agreement providing for, inter alia, Seller's Qualified Intermediary's receipt of the Property and, therefore, Purchaser will, upon Purchase Price. Notwithstanding any such assignment by Seller to Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to Qualified Intermediary: (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, and agreements made in this Agreement by Buyer for the benefit of Seller shall remain for the benefit of, and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contractenforceable by, Seller; (bii) Buyer shall remain liable to Seller for all of Buyer's obligations under this Agreement; (iii) such assignment shall not deprive Buyer of rights or benefits, or relieve Seller of any obligations or liabilities, under this agreement; (iv) Buyer shall not be obligated to expend funds or incur obligations or liabilities in connection therewith; (v) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend indemnify and hold Purchaser harmless for, Buyer from and against any and all liabilitieslost, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewithcost and expense arising and resulting from any such transaction.

Section 1031 Exchange. Purchaser acknowledges that Seller Buyer may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer purchase of either or both parcels of the Property as part of a like-kind exchange qualifying pursuant Section 1031 Exchange, provided that: (1) although the consummation or accomplishment of the Exchange shall not be a condition precedent or condition subsequent to Section 1031. The exchange is Buyer's obligations under this Agreement, Buyer may delay the First Closing to a date not to occur simultaneously later than September 15, 2003 for the sole purpose of complying with the conveyance timing requirements of a Section 1031 Exchange for Buyer's existing headquarters facilities, provided that as conditions of such delay, (a) Buyer shall have given Seller notice of such delay no later than December 31, 2002, (b) the Purchase Price of Parcel A shall be increased by an amount equal to Seller's imputed interest on the Parcel A Purchase Price, which shall be deemed to be 8.25% per annum, for the period of such delay ("SELLER'S CARRY COST"), which shall be payable by Buyer in monthly installments, in arrears, on the first day of each calendar month (and if the First Closing occurs on any day other than the last day of a calendar month, Seller's Carry Cost shall accrue on a per diem basis for that portion of the Property andmonth in which the First Closing occurs, thereforewith such interest payable on the First Close of Escrow) by payment directly to Seller, Purchaser will, upon (c) the Deposit shall be increased to Three Million Dollars ($3,000,000) as of the date that the Seller's requestconditions to the First Closing are otherwise satisfied, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire and the Property from a third party designated by Seller who will Deposit shall be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property released to Seller as part of such date, and (d) all of Buyer's conditions to its obligations under this Agreement with respect to the First Closing shall be deemed satisfied or waived as of the date that the Seller's exchange with conditions to the third partyFirst Closing are otherwise satisfied; provided(2) the Second Closing shall not be delayed or affected by reason of the Exchange; (3) Buyer shall effect the Exchange through an assignment of this Agreement, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller or its rights under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limitedAgreement, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contracta qualified intermediary; (b4) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated required to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result take an assignment of the exchange purchase agreement for the relinquished property or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire or hold title to any real property for purposes of consummating the Exchange; and (5) Buyer shall pay any additional costs that would not otherwise have been incurred by Buyer or personal property other than Seller had Buyer not consummated its purchase through the Property, Exchange. Seller shall not by this agreement or incur acquiescence to the Exchange have its rights under this Agreement affected or diminished in any liability, manner or be responsible for compliance with or be deemed to have warranted to Buyer that the Section 1031 Exchange in connection therewith.fact complies with the requirements of the Code. [Signature page to Agreement for Purchase and Sale of Real Property and Escrow Instructions]

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in Purchaser's acquisition of the Property pursuant is to be the acquisition of replacement property in a qualifying exchange of like-kind exchange qualifying property under Section 1031 of the Internal Revenue Code of 1986, as amendedamended (the "Exchange"), pursuant to Purchaser's separate Exchange Agreement with Exchange Solutions, Inc. (the "Intermediary"). Purchaser Seller agrees to reasonably cooperate with Purchaser (without liability or cost to Seller) in the completion of the Exchange. Such cooperation shall include, without limitation, but subject to the limitations contained in this Section 14.1, (i) the assignment of this Section 14.3Contract by Purchaser to the Intermediary, in order to enable Seller to consummate and the transfer acknowledgment of such assignment by Seller, (ii) the acceptance of the Purchase Price from the Intermediary, (iii) the conveyance of the Property as part of a like-kind exchange qualifying to Purchaser pursuant to Section 1031a written direction of the Intermediary, and (iv) the reassignment of this Contract to Purchaser from the Intermediary immediately following the completion of the Exchange, and the acknowledgment by Seller of such reassignment. The exchange is In consideration for the cooperation of Seller, Seller shall not be liable for any acts or omissions (except for its willful misconduct) arising from its relationship with the Intermediary. Upon receipt of title to occur simultaneously the Property by Purchaser and payment of the consideration payable to the Seller or for its benefit, under this Contract, Seller shall not have any further obligations or responsibilities under this paragraph and Purchaser agrees to fully indemnify Seller from any resulting liability to third parties (including, but not limited to, the Intermediary), which indemnity shall be effective from and after the date of this Contract, shall not merge with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which shall survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, this transaction. Purchaser shall execute or consent to such additional documents and transactions as may in all events be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails responsible for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of and expenses related to the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; Exchange and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser Seller harmless for, from and against any and all liabilitiesliability, claims, damages, expenses (including, without limitation, reasonable attorneys' feesand paralegal fees other than those incurred prior to Closing to review documents to facilitate the Exchange), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Exchange that would not have been incurred by Seller if the transaction did not involve a Section 1031 exchange or attempted exchangeExchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such on behalf of Purchaser through the use of a manner that Purchaser facilitator or intermediary, and Seller shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. Walnut Hill Limited will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. Walnut Hill Limited. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges that Seller Buyer may elect to transfer its interest in consummate the purchase of the Property as part of a so-called like kind exchange (the "Exchange") pursuant to a like-kind exchange qualifying under Section ss. 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to amended (the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchangeCode". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions), provided that that: (a) there Closing shall not be no delay in delayed or affected by reason of the Closing Date and Exchange nor shall the consummation or accomplishment of the transactions contemplated in Exchange be a condition precedent or condition subsequent to Buyer's obligations under this ContractAgreement; (b) Seller Buyer shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, provided that such assignment shall not release Buyer of its obligations hereunder and that all Closing documents, including, without limitation, the Deed, Bill xx Sale and Assignment of Leases shall be released if the exchange fails for any reason directly between Buyer and in such event only Seller shall remain obligated to consummate the transaction contemplated in this ContractSeller; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result not be required to take an assignment of the exchange purchase agreement for other property or attempted exchangebe required to acquire or hold title to, or any beneficial interest in, any real property for purposes of consummating the Exchange; and (d) Purchaser need not assume Buyer shall pay any additional liabilities costs or obligations as a result of expenses that would not otherwise have been incurred by Buyer or Seller had Buyer not consummated its purchase through the exchange or attempted exchange; and (e) Exchange. Seller shall not by this Agreement or acquiescence to the Exchange have its rights under this Agreement affected or diminished in any manner or be released from any representations, warranties, covenants, agreements responsible for compliance with or obligations hereunder as a result be deemed to have warranted to Buyer that the Exchange in fact complies with ss. 1031 of the exchange or attempted exchangeCode and Buyer, will rely solely and exclusively on its own tax advice with respect thereto. Seller shall fully indemnifyhave the right to review and approve any documents to be executed by Seller in connection with the Exchange, provided that Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Buyer shall indemnify and defend Seller and hold Purchaser Seller harmless for, from and against any and all liabilities, claims, damages, expenses (liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees)fees and costs, taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with of or in any manner related to such Section 1031 exchange or attempted exchangeway connected with the Exchange that Seller would not have incurred but for the Exchange. The provisions parties hereto have executed this Agreement as of the immediately preceding sentence shall survive Closing respective dates written below. SELLER: RREEF PERFORMANCE PARTNERSHIP - I, L.P., an Illinois limited partnership By: RREEF Performance Partnership-I, L.P., an Illinois limited partnership as its General Partner By: RREEF Capital, Incorporated, an Illinois corporation, as its General Partner By: ___________________________ Stepxxx X. Xxxxxx Its: Vice-President Date: ___________________, 1998 BUYER: PACIFIC GULF PROPERTIES INC., a Maryland corporation By: _________________________ Its: _________________________ Date: ___________________, 1998 By: _________________________ Its: _________________________ Date: ___________________, 1998 COUNTERPART SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE DATED AS OF OCTOBER 2, 1998 (TITLE COMPANY) Title Company agrees to act as escrow holder and title company in accordance with the terms of this Agreement and to act as the Reporting Person in accordance with Section 6045(e) of the Internal Revenue Code and the transfer of title to the Property to Purchaserregulations promulgated thereunder. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the PropertyCHICAGO TITLE COMPANY By: _________________________ Its: _________________________ Date: ___________________, or incur any liability, in connection therewith.1998

Section 1031 Exchange. Purchaser acknowledges that Seller may elect may, without Seller’s consent, assign this Agreement to transfer its interest a qualified intermediary in order to facilitate a likekind exchange transaction, which includes the Property Property, pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Purchaser Seller further agrees to reasonably cooperate with SellerPurchaser in effecting such transaction, subject to provided that any such exchange transaction, and the limitations of this Section 14.3related documentation, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to shall: (i) acquire replacement property designated by not require Seller and to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) transfer not delay the designated replacement property Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to Seller as part of Seller's exchange perform in accordance with the third party; providedterms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that notwithstanding that Seller shall have no obligation or liability to Purchaser may acquire the Property from such third party, Properties in connection therewith. The respective obligations of Xxxxx Road, Ltd. will remain obligated as the Seller and Purchaser under this Contract, and all representations, warranties, covenants, agreements and obligations which Section 16.20 shall survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewithmerged therein.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in Upon the Property pursuant to a like-kind exchange qualifying under Section 1031 request of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject and without material additional cost or any liability to the limitations of this Section 14.3Buyer, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from Buyer shall take all such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions actions as may be reasonably requested by Seller, including, but not limited, Seller in order to effectuate all or any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of Seller in accordance with Section 1031 of the Code and, in the case of a reverse exchange, Internal Revenue Service Revenue Procedure 2000-37. Such actions may include, Buyer’s execution and delivery of a new “stand-alone” purchase and sale agreement (each, an “LKE Agreement”) with respect to each individual Owned Real Property or Leased Real Property identified by Seller (each, an “LKE Property”). Each LKE Agreement shall be in a form and substance substantially similar to this Agreement and it shall not change or modify the rights or obligations of the parties hereunder in any material respect. Simultaneously with the execution and delivery of any such LKE Agreement, Seller and Buyer shall execute and deliver an amendment to this Agreement to remove the LKE Property from the properties required to be transferred by Seller under this Agreement and to reduce the Purchase Price by an amount equal to the “Purchase Price” under the LKE Agreement, provided all other representations, warranties and obligations of Seller with respect to such LKE Property under this Agreement shall continue without modification. In furtherance of this Section 4.8 and notwithstanding anything contained in this ContractAgreement or any LKE Agreement to the contrary, Seller may assign its rights under this Agreement or any LKE Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate a forward or reverse like-kind exchange under Section 1031 of the Code, and Buyer agrees to execute and deliver an acknowledgment and consent to any such assignment by Seller of its rights under this Agreement or any such LKE Agreement to a qualified intermediary or an exchange accommodation titleholder; (b) Seller provided, however, such assignment shall not be released if the exchange fails for relieve Seller of any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or its obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewiththereunder.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in convey the Property as part of a tax deferred exchange for the benefit of Seller pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code Code. With respect thereto, Seller may assign all of 1986Seller’s contract rights and obligations hereunder to an exchange accommodation titleholder or a qualified intermediary, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contractof, and all representationsin furtherance of, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted tax deferred exchange. Seller shall fully have the right to direct the application of the portion of the Deposit allocable to the Property held by the Escrow Agent to the Qualified Intermediary as directed by the Qualified Intermediary as part of the exchange. Buyer agrees to assist and cooperate in such exchange for the benefit of Seller at no cost, expense or liability to Buyer and without reduction or alteration of the rights of Buyer under this Agreement; and Buyer further agrees to execute any and all documents (subject to the reasonable approval of Buyer’s legal counsel) as are reasonably necessary in connection with such exchange at Seller’s sole expense provided that Buyer shall not be required to undertake any liability or obligation in so doing and provided that such exchange does not extend the Closing Date. As part of such exchange, Seller shall convey the Property directly to Buyer and Buyer shall not be obligated to acquire or convey any other property as part of such exchange. Further, in order for Seller’s owners/partners to accomplish a Section 1031 exchange, Seller may, immediately prior to Closing, assign this Agreement to such related parties, pursuant to an instrument of assignment in form reasonably satisfactory to Buyer, pursuant to which such assignee assumes Seller’s obligations under this Agreement. Notwithstanding the foregoing, Seller shall remain liable for all obligations hereunder notwithstanding such assignment. Seller shall indemnify, hold harmless and defend and hold Purchaser harmless for, Buyer from and against any and all claims, demands, causes of action, liabilities, claimslosses, damagescosts, damages and expenses (including, without limitation, including reasonable attorneys' fees), taxes, fees, proceedings ’ fees and causes of action of expenses and court costs incurred in defending any kind such claim or nature whatsoever in enforcing this indemnity) that may be incurred by Buyer and arising out ofof Buyer’s participation in such exchange for the benefit of Seller, connected with or which obligation shall survive the Closing. Notwithstanding the foregoing, should Seller fail to effect a tax deferred exchange as contemplated in this Section 6 for any manner related to such Section 1031 exchange or attempted exchange. The provisions reason, then the sale by Seller of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner accordance with terms and conditions of this Agreement just as though the provisions of this Section 6 had been omitted from this Agreement, except that Purchaser Buyer shall not be required reimbursed and indemnified from resulting costs and expenses as provided in this Section. Nothing contained in this Section 6 shall release Seller of any of its obligations or liabilities under this Agreement, whether accruing before, at or after Closing, nor shall anything contained in this Section 6 impose any liability or obligation on Buyer with respect to acquire title the tax consequences of this transaction to any real or personal property other than the Property, or incur any liability, in connection therewithSeller.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in structure the disposition of the Property pursuant to as a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amendedSection 1031 at Seller’s sole cost and expense. Purchaser agrees to shall reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactionstherein, provided that (a) there Purchaser shall be incur no delay material costs, expenses or liabilities in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted connection with Seller’s exchange. Seller shall fully indemnify, defend and hold Purchaser harmless fortherefrom and Purchaser shall not be required to take title to or contract for purchase of any other property. If Seller uses a qualified intermediary to effectuate the exchange, any assignment of the rights or obligations of Seller hereunder shall not relieve, release or absolve Seller of its obligations to Purchaser. At Seller’s option, Seller may elect to extend the Closing Date for a period not to exceed thirty (30) days to promote its exchange; provided, such extension shall be at no cost to Purchaser. Seller shall indemnify, defend and hold harmless Purchaser from and against any and all liabilitiesliability arising from and out of Seller’s like-kind exchange. In addition, claimsPurchaser may structure the purchase of the Property from Seller as a like-kind exchange under Internal Revenue Code Section 1031, damagesat Purchaser’s sole cost and expense, expenses (includingwhereby Purchaser will acquire the Property by use of the proceeds, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with in whole or in any manner related to such Section 1031 part, held by an exchange or attempted exchangeintermediary. The provisions Seller shall cooperate with Purchaser's conduct of the immediately preceding sentence shall survive Closing like-kind exchange, provided that all costs and the transfer of title to the Property to expenses generated in connection with Purchaser. Any Section 1031 ’s like-kind exchange shall be consummated in such a manner that Purchaser borne solely by Purchaser, and Seller shall not be required to acquire take title to or contract for the purchase of any real other property. Purchaser's use of a qualified intermediary to effectuate the exchange or personal any assignment of the rights or obligations of Purchaser hereunder shall not relieve, release or absolve Purchaser of its obligations to Seller. In no event shall the Closing Date be extended or delayed by Purchaser’s like-kind exchange. Purchaser shall indemnify, defend and hold harmless Seller from and against any and all liability arising from and out of Purchaser’s like-kind exchange. Purchaser agrees that it shall identify the Property as the replacement property other than in its written notice to its qualified intermediary. In connection with an exchange by Seller, to the Propertyextent permitted by the Lender, or incur any liabilityand without affecting Seller’s obligations under this Agreement, Seller may effect a partition of the Property into a tenancy in connection therewithcommon, which tenancy in common would be the grantor/assignor etc under the various documents to be delivered by Seller at Closing.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. Xxxxxxx Tech Partners will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. Xxxxxxx Tech Partners. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect may, without Seller’s consent, assign this Agreement to transfer its interest a qualified intermediary in the Property pursuant order to facilitate a like-kind exchange qualifying under transaction, which includes the Property, pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Purchaser Seller further agrees to reasonably cooperate with SellerPurchaser in effecting such transaction, subject to provided that any such exchange transaction, and the limitations of this Section 14.3related documentation, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to shall: (i) acquire replacement property designated by not require Seller and to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) transfer not delay the designated replacement property Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to Seller as part of Seller's exchange perform in accordance with the third party; providedterms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnify Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that notwithstanding that Seller shall have no obligation or liability to Purchaser may acquire the Property from such third party, Properties in connection therewith. The respective obligations of Xxxxx Road, Ltd. will remain obligated as the Seller and Purchaser under this Contract, and all representations, warranties, covenants, agreements and obligations which Section 16.20 shall survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewithmerged therein.

Section 1031 Exchange. At Seller’s option, Purchaser acknowledges that agrees to cooperate with Seller may elect to transfer its interest in closing the sale of the Property pursuant to as a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code Code. Such cooperation shall include, without limitation, the substitution by Seller of 1986an intermediary (the “Intermediary”) to act in place of Seller as the Seller of the Property. If Seller so elects, as amendedPurchaser agrees to accept the Property and all other required performance from the Intermediary and to render Purchaser’s performance of all of its obligations hereunder to the Intermediary. Purchaser agrees that performance by the Intermediary shall be deemed performance by Seller and Seller agrees that Purchaser’s performance to reasonably the Intermediary shall be deemed as performance to Seller. Notwithstanding the foregoing, Seller shall remain liable to Purchaser for each and every one of the representations, warranties, indemnities and obligations of Seller pursuant to the terms of this Contract and Purchaser may proceed directly against Seller without the need to join the Intermediary as a party to any action against Seller. At Purchaser’s option, Seller agrees to cooperate with Seller, subject to Purchaser in closing the limitations of this Section 14.3, in order to enable Seller to consummate the transfer sale of the Property as part of a like-kind exchange qualifying pursuant to under Section 1031. The exchange is not to occur simultaneously with the conveyance 1031 of the Code. Such cooperation shall include, without limitation, the substitution by Purchaser of an Intermediary to act in place of Purchaser as the Purchaser of the Real Property. If Purchaser so elects, Seller agrees to accept the Property and, thereforeand all other required performance from the Intermediary and to render Seller’s performance of all of its obligations hereunder to the Intermediary. Seller agrees that performance by the Intermediary shall be deemed performance by Purchaser and Purchaser agrees that Seller’s performance to the Intermediary shall be deemed as performance to Purchaser. Notwithstanding the foregoing, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property shall remain liable to Seller as part for each and every one of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements indemnities and obligations of Properties Purchaser pursuant to the terms of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, this Contract and Seller may proceed directly against Purchaser shall execute or consent without the need to such additional documents and transactions join the Intermediary as may be reasonably requested by Seller, including, but not limited, a party to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and action against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx RoadGreenville Avenue Properties, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx RoadGreenville Avenue Properties, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges Seller and Buyer hereby agree that Seller may elect shall have the right to transfer assign all or a portion of its interest rights under this Agreement to a “Qualified Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Property Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like kind exchange pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amendedamended (the “Code”). Purchaser In the event that Seller assigns its rights under this Agreement pursuant to this Section 12(j), Seller agrees to reasonably cooperate with Seller, subject to the limitations notify Buyer in writing of this Section 14.3, in order to enable such assignment at or before Closing. If Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller assigns its rights under this ContractAgreement for this purpose, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that Buyer agrees to: (a) there shall be no delay in the Closing Date and the consummation consent to Seller’s assignment of the transactions contemplated its rights in this ContractAgreement; and (b) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. Seller acknowledges and agrees that any assignment of this Agreement to a Qualified Intermediary shall not release Seller from any of its respective liabilities and obligations (including indemnity obligations) to the Buyer under this Agreement, and that no party hereto represents to any other party that any particular tax treatment will be released if given to a party as a result thereof. Seller agrees that the exchange fails for Buyer will not incur any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser additional costs, expenses, fees or liabilities as a result of or connected with the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted like-kind exchange. Seller shall fully indemnify[remainder of page intentionally left blank/ signature page follows] Please indicate your acceptance of this Agreement by executing in the space provided below and returning a scanned copy to me. Sincerely, defend and hold Purchaser harmless forDallas Petroleum Group, from and against any and all liabilitiesLLC /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx President ACCEPTED AND AGREED: Xxxxxxx Midstream Partners LP By: Xxxxxxx Midstream Partners GP, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.Its general partner By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: CFO & Secretary Date: 10/12/2017

Section 1031 Exchange. Purchaser acknowledges that Seller Buyer may elect to transfer its interest in consummate the purchase of the Property as part of a so-called like kind exchange (the "Exchange") pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to amended (the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchangeCode". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions), provided that that: (a) there Closing shall not be no delay in delayed or affected by reason of the Closing Date and Exchange nor shall the consummation or accomplishment of the transactions contemplated in Exchange be a condition precedent or condition subsequent to Buyer's obligations under this ContractAgreement; (b) Seller Buyer shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, provided that such assignment shall not release Buyer of its obligations hereunder and that all Closing documents, including, without limitation, the Deed, Bill xx Sale and Assignment of Leases shall be released if the exchange fails for any reason directly between Buyer and in such event only Seller shall remain obligated to consummate the transaction contemplated in this ContractSeller; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result not be required to take an assignment of the exchange purchase agreement for other property or attempted exchangebe required to acquire or hold title to, or any beneficial interest in, any real property for purposes of consummating the Exchange; and (d) Purchaser need not assume Buyer shall pay any additional liabilities costs or obligations as a result of expenses that would not otherwise have been incurred by Buyer or Seller had Buyer not consummated its purchase through the exchange or attempted exchange; and (e) Exchange. Seller shall not by this Agreement or acquiescence to the Exchange have its rights under this Agreement affected or diminished in any manner or be released from any representations, warranties, covenants, agreements responsible for compliance with or obligations hereunder as a result be deemed to have warranted to Buyer that the Exchange in fact complies with Section 1031 of the exchange or attempted exchangeCode and Buyer, will rely solely and exclusively on its own tax advice with respect thereto. Seller shall fully indemnifyhave the right to review and approve any documents to be executed by Seller in connection with the Exchange, provided that Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Buyer shall indemnify and defend Seller and hold Purchaser Seller harmless for, from and against any and all liabilities, claims, damages, expenses (liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees)fees and costs, taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with of or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of way connected with the immediately preceding sentence shall survive Closing and Exchange that Seller would not have incurred but for the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewithExchange.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in Purchaser's acquisition of the Property pursuant to may be the acquisition of replacement property in a like-qualifying exchange of like- kind exchange qualifying property under Section 1031 of the Internal Revenue Code of 1986Code, as amendedamended (the "Exchange"), pursuant to Purchaser's separate exchange agreement with a qualified intermediary (the "Intermediary"). Purchaser Seller agrees to reasonably cooperate with Purchaser (without liability or cost to Seller) in the completion of the Exchange. Such cooperation shall include (i) the assignment of this Contract by Purchaser to the Intermediary, and the acknowledgment of such assignment by Seller, subject to (ii) the limitations of this Section 14.3, in order to enable Seller to consummate the transfer acceptance of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with Purchase Price from the Intermediary, (iii) the conveyance of the Property and, therefore, to Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant pursuant to a delayed exchangewritten direction of the Intermediary, and (iv) the reassignment of this Contract to Purchaser will acquire from the Intermediary immediately following the completion of the Exchange, and the acknowledgment by Seller of such reassignment. In consideration for the cooperation of Seller, Seller shall not be liable for any acts or omissions (except for its willful misconduct) arising from its relationship with the Intermediary in accordance with this Contract. Upon receipt of title to the Property from a third party designated by Seller who will be contractually bound Purchaser and payment of the consideration payable to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller or for its benefit, under this Contract, Seller shall not have any further obligations or responsibilities under this paragraph and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Purchaser agrees to fully indemnify Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent from any resulting liability to such additional documents and transactions as may be reasonably requested by Seller, third parties (including, but not limitedlimited to, to any assignments of documents or interest in the contemplated transactions, provided that (aIntermediary) there which indemnity shall be no delay in effective from and after the date of this Contract, shall not merge with the Bargain and Sale Deed and shall survive the Closing Date and the consummation of the transactions contemplated this transaction. Purchaser shall in this Contract; (b) Seller shall not all events be released if the exchange fails responsible for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of and expenses related to the Section 1031 exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser Seller harmless for, from and against any and all liabilitiesliability, claims, damages, expenses (including, without limitation, reasonable attorneys' feesattorneys and paralegal fees other than those incurred prior to Closing to review documents to facilitate the Section 1031 exchange), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchangethat would not have been incurred by Seller if the transaction did not involve a Section 1031 Exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer sale of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated on behalf of Purchaser in such a manner that Purchaser Seller shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith. 13.17 Disclaimer. PURCHASER HEREBY ACKNOWLEDGES THAT PURCHASER IS AND SHALL BE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS, RULES AND REGULATIONS RELATED TO THE EXCHANGE. FURTHER, PURCHASER ACKNOWLEDGES THAT NEITHER SELLER NOR ANY OF ITS AGENTS, REPRESENTATIVES OR AFFILIATES HAS ADVISED PURCHASER, AND NO SUCH PERSON OR ENTITY HAS ANY OBLIGATION OR DUTY TO ADVISE PURCHASER, WITH RESPECT TO WHETHER THE TRANSACTION CONTEMPLATED BY THIS CONTRACT COMPLIES WITH THE LAWS, RULES AND REGULATIONS APPLICABLE TO THE EXCHANGE. FURTHER, PURCHASER ACKNOWLEDGES THAT IT HAS RELIED UPON ITS OWN TAX AND LEGAL COUNSEL IN DETERMINING COMPLIANCE WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO THE EXCHANGE. THE PROVISIONS OF THIS SECTION 13.17 SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS CONTRACT.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx RoadOne Xxxx Lakes, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx RoadOne Xxxx Lakes, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx RoadBrandywine Place, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx RoadBrandywine Place, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx RoadNorthcreek Place II, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx RoadNorthcreek Place II, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewith.

Section 1031 Exchange. Purchaser Buyer acknowledges that Seller may elect endeavor to transfer its interest in the Property pursuant to effect a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amendedamended (the "Code"), such that Seller can acquire the Other Centers, or other properties, with the proceeds of the sale of the Shopping Center to Buyer. Purchaser Seller expressly reserves the right to assign its rights, but not it obligations, hereunder, to a qualified intermediary including without limitation Escrow Agent, as provided in the Internal Revenue Code and the regulations promulgated thereunder, including without limitation Reg. 1.1031(k)-(l)(g)(4), on or before the Closing Date. Accordingly, Buyer agrees to reasonably that (i) Buyer will cooperate with Seller to effect a tax-free exchange or exchanges in accordance with the provisions of Section 1031 of the Code and the regulations promulgated with respect thereto; and (ii) it is a condition of this agreement that Buyer and Seller enter into a mutually agreeable contract pursuant to which Buyer will agree to sell to Seller, subject and Seller will agree to purchase from Buyer the limitations of this Section 14.3Other Centers. It is not a condition that the transactions contemplated by such other contract actually close (eg. Seller, in order as Buyer under said contract, may determine during the inspection period under such other contract that Seller does not wish to enable Seller to consummate purchase the transfer Other Centers), but only that a mutually agreeable contract for the sale and purchase of the Property as part of Other Centers by entered into by Seller and Buyer. Seller and Buyer agree to negotiate in good faith such that a contract for the sale and Seller shall be solely responsible for any additional fees, costs or expenses incurred in connection with the like-kind exchange contemplated by this paragraph. In no event shall Seller's ability or inability to effect a like-kind exchange qualifying pursuant exchange, as contemplated hereby, in any way relieve Seller from its obligations and liabilities under this Agreement. Seller hereby agrees to indemnify and hold harmless Buyer from any liability, losses or damages incurred by Buyer in connection with or arising out of the Section 10311031 like-kind exchange, including but not limited to any tax liability. The exchange It is not Buyer's intention to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effect a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchangewith respect to the proceeds of Buyer's sale of the Other Centers to Seller. The In the event that all conditions precedent to Buyer's obligation to purchase shall have been satisfied but the foregoing provisions of this Section have not, and Seller elects in writing to terminate this Agreement, then the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange Xxxxxxx Money Deposit shall be consummated promptly delivered to Seller by Escrow Agent and, upon the making of such delivery, neither party shall have any further claim against the other by reasons of this Agreement, except as provided in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any liability, in connection therewithArticle .