EXCHANGE CONTRACT LANGUAGE

(Suggested Language)

SALE OF RELINQUISHED PROPERTY:
(BUYER(S) OF EXCHANGOR’S SALE PROPERTY COOPERATING WITH EXCHANGOR)

Seller reserves the right to include this transaction as part of an IRC, Section 1031 tax deferred exchange for the benefit of Seller, at no cost, expense or liability to Buyer. Buyer further agrees to execute any and all documents (subject to the reasonable approval of Buyer’s counsel) as are reasonably necessary in connection therewith, provided that the close of this transaction for the conveyance of Seller’s property shall not be contingent upon or subject to the completion of such exchange. Seller agrees to indemnify and hold Buyer free and harmless from any cost, expense or liability, including attorney’s fees resulting from Buyer’s participation in such exchange.

2. PURCHASE OF REPLACEMENT PROPERTY:

(SELLER(S) OF ACQUISTION PROPERTY COOPERATING WITH EXCHANGOR)

Buyer reserves the right to include this transaction as part of an IRC, Section 1031 tax deferred exchange for the benefit of Buyer, at no cost, expense or liability to Seller. Seller further agrees to execute any and all documents (subject to the reasonable approval of Seller’s counsel) as are reasonably necessary in connection therewith, provided that the close of escrow for the conveyance of Seller’s property shall not be contingent upon or subject to the completion of such exchange. Buyer agrees to indemnify and hold Seller free and harmless from any cost, expense or liability, including attorney’s fees, resulting from Seller’s participation in such exchange.