SALE OF RELINQUISHED PROPERTY – BUYERS OF EXCHANGOR’S PROPERTY COOPERATION 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 acknowledges that Seller may convey the Premises through a tax deferred exchange pursuant to IRC, Section 1031. Buyer agrees to cooperate with Seller’s tax deferred exchange and consents to Seller assigning Seller’s rights, but not Seller’s obligations, under this Contract to Exchange Solutions, Inc., who shall act as Seller’s Qualified Intermediary. 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 Seller’s exchange.

PURCHASE OF REPLACEMENT PROPERTY – SELLER OF ACQUISITION 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 acknowledges that Purchaser may acquire the Premises through a tax deferred exchange pursuant to IRC, Section 1031. Seller agrees to cooperate with Purchaser’s tax deferred exchange and consents to Purchaser assigning Purchaser’s rights, but not Purchaser’s obligations, under this Contract to Exchange Solutions, Inc., who shall act as Purchaser’s Qualified Intermediary. 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 Buyer’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 Buyer’s exchange.