Common use of Section 1031 Exchange Clause in Contracts

Section 1031 Exchange. The parties acknowledge that the conveyance of the Property to Purchaser may be structured by Purchaser as a like-kind exchange (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”). Seller agrees to reasonably cooperate with Purchaser in effecting such Exchange, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire or hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatment.

Section 1031 Exchange. The parties Purchaser and Seller acknowledge that the conveyance of the Property either party may wish to Purchaser may be structured by Purchaser structure this transaction as a tax deferred exchange of like-kind exchange (including a “reverse exchange”) pursuant to property within the meaning of Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”)Code. Seller Each party agrees to reasonably cooperate with Purchaser in effecting the other party to effect such Exchangean exchange; provided, provided that Purchaser shall bear all of however, that: (i) the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller cooperating party shall not be required to acquire or hold legal or beneficial take title to, or to any other interest, in any property for purposes of consummating Purchaser’s Exchange, exchange property; (bii) Seller shall have the right to review and approval (which approval cooperating party shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any Exchangeobligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default under this Contract by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and (c) the cooperating party shall in the no event of be responsible for, or in any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall way be deemed to be made by Purchaser, shall survive warrant or represent any conveyance by Seller to an accommodation party, shall continue in favor tax or other consequences of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall in no way reduce, abridge or modify any not be changed as a result of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmentsuch exchange.

Section 1031 Exchange. The parties acknowledge Seller and Buyer hereby agree that Buyer shall have the conveyance right at any time prior to Closing to assign all or a portion of its 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 Purchaser may be structured by Purchaser as accomplish the transaction in a like-manner that will comply, either in whole or in part, with the requirements of a like kind exchange (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue Code and federal cases interpreting this rule of 1986, as amended (an the “ExchangeCode”). Seller agrees to reasonably cooperate with Purchaser in effecting such Exchange, provided that Purchaser shall bear all of the expenses and liabilities associated therewithLikewise, Seller shall not be subject have the right at any time prior to any liability, and provided further that Purchaser’s ability Closing to undertake any such exchange shall not in any manner be considered assign all or a condition portion of Purchaser’s obligations its rights under this Agreement and 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 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, 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. It is contemplated , shall not release any party hereto from any of its respective liabilities and obligations (including indemnity obligations) to the other parties hereto under this Agreement, and that Purchaser may assign this Agreement no party represents to any other party that any particular Tax treatment will be given to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by party as a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchangeresult thereof. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire or hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser Buyer further agree that the party not electing to effect a like-kind exchange will not incur any additional costs, expenses, fees or liabilities as a result of or connected with the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmentlike-kind exchange.

Section 1031 Exchange. The parties acknowledge Purchaser acknowledges that the conveyance of Seller may elect to transfer its interest in the Property pursuant to Purchaser may be structured by Purchaser as a like-kind exchange (including a “reverse exchange”) pursuant to qualifying under Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”)of 1986, as amended. Seller 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 effecting 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 Exchangethird party, Forest ▇▇▇▇▇▇ 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 Forest ▇▇▇▇▇▇ 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 Purchaser (a) there shall bear all be no delay in the Closing Date and the consummation of the expenses and liabilities associated therewith, transactions contemplated in this Contract; (b) Seller shall not be subject 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 liability, and provided further that Purchaser’s ability to undertake all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any such 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 be considered a condition related to such Section 1031 exchange or attempted exchange. The provisions of Purchaser’s obligations under this Agreement the immediately preceding sentence shall survive Closing and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement transfer of title to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to Purchaser. Any Section 1031 exchange shall be conveyed (i.e., “parked”) with an EAT organized by consummated in such a qualified intermediary pending Purchaser’s sale of other properties owned by manner that Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire title to any real or hold legal or beneficial title topersonal property other than the Property, or incur any other interestliability, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmenttherewith.

Section 1031 Exchange. The parties acknowledge Purchaser acknowledges that the conveyance of Seller may elect to transfer its interest in the Property pursuant to Purchaser may be structured by Purchaser as a like-kind exchange (including a “reverse exchange”) pursuant to qualifying under Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”)of 1986, as amended. Seller 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 effecting 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 Exchangethird party, Properties of ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 Purchaser (a) there shall bear all be no delay in the Closing Date and the consummation of the expenses and liabilities associated therewith, transactions contemplated in this Contract; (b) Seller shall not be subject 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 liability, and provided further that Purchaser’s ability to undertake all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any such 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 be considered a condition related to such Section 1031 exchange or attempted exchange. The provisions of Purchaser’s obligations under this Agreement the immediately preceding sentence shall survive Closing and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement transfer of title to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to Purchaser. Any Section 1031 exchange shall be conveyed (i.e., “parked”) with an EAT organized by consummated in such a qualified intermediary pending Purchaser’s sale of other properties owned by manner that Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire title to any real or hold legal or beneficial title topersonal property other than the Property, or incur any other interestliability, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmenttherewith.

Section 1031 Exchange. The parties acknowledge Each Seller and Buyer hereby agree that Buyer shall have the conveyance right at any time prior to the Closing to assign all or a portion of its 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 Purchaser may be structured by Purchaser as accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”)Code. Seller agrees to reasonably cooperate with Purchaser in effecting such ExchangeLikewise, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire or hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) each Seller shall have the right at any time prior to review the 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 14.15, such Party agrees to notify the other Parties in writing of such assignment at or before the Closing. If a Seller assigns its rights under this Agreement for this purpose, Buyer agrees to consent to such Seller’s assignment of its rights in this Agreement and approval pay such Seller’s portion of the Purchase Price (which approval or designated portion thereof and as adjusted pursuant hereto) into a qualified escrow or qualified trust account at the Closing as directed in writing. If Buyer assigns its rights under this Agreement for this purpose, each Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, (ii) accept its portion of the Purchase Price (or designated portion thereof and as adjusted pursuant hereto) from the qualified escrow or qualified trust account at the Closing, and (iii) at the Closing, convey and assign directly to Buyer the Assets upon satisfaction of the other conditions to the Closing and other terms and conditions hereof. Buyer and Sellers acknowledge and agree that (a) the Closing shall not be unreasonably withhelddelayed or effected by reason of any assignment of this Agreement as described in this Section 14.15, conditioned or delayed(b) all documents Seller is required any assignment of this Agreement to execute in connection with a Qualified Intermediary shall not release any ExchangeParty from any of their respective liabilities and obligations under this Agreement, and (c) no Party, by its consent granted under this Section 14.15, will be responsible in any way for any other Party’s compliance with the event requirements of a like-kind exchange under Section 1031 of the Code and (d) that no Party represents to another Party that any Exchange, and notwithstanding that in connection with such Exchange record title particular tax treatment will be given to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement Party as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmenta result thereof.

Section 1031 Exchange. The parties acknowledge Seller and Buyer hereby agree that Seller shall have the conveyance right at any time prior to Closing to assign all or a portion of its 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) and/or a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) in order to Purchaser may be structured accomplish the transaction in a manner intended to comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. In the event that Seller assigns its rights under this Agreement pursuant to this Section 14.7, Seller agrees to notify Buyer in writing of such assignment at or before Closing, and Buyer shall cooperate fully, as and to the extent reasonably requested by Purchaser the Seller, in connection with enabling the transactions contemplated herein to qualify in whole or in part as a like-kind exchange (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”). Seller agrees to reasonably cooperate with Purchaser Code; provided, however, that any costs or expenses in effecting such Exchange, provided that Purchaser connection therewith shall bear all of the expenses and liabilities associated therewith, Seller shall not be subject to any liabilityborne solely by Seller, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller Buyer shall not be required to acquire or hold legal or beneficial title to, incur any 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 interestunder this Agreement. Without limiting the generality of the above provisions of this Section 14.7, in any property for purposes the event that Seller assigns all or a portion of consummating Purchaser’s Exchangeits rights under this Agreement pursuant to this Section 14.7, (b) Seller shall have then the right other certificates, agreements, instruments and documents to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute executed and/or delivered in connection with any Exchange, this Agreement by Buyer or their Affiliates shall be amended and (c) modified in the event of any Exchange, and notwithstanding that in connection with such Exchange record title a manner satisfactory to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title 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 the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge (or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmentits designee).

Section 1031 Exchange. The parties acknowledge Purchaser acknowledges that the conveyance of Seller may elect to transfer its interest in the Property pursuant to Purchaser may be structured by Purchaser as a like-kind exchange (including a “reverse exchange”) pursuant to qualifying under Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”)of 1986, as amended. Seller 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 effecting 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 Exchangethird party, Brandywine 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 Brandywine 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 Purchaser (a) there shall bear all be no delay in the Closing Date and the consummation of the expenses and liabilities associated therewith, transactions contemplated in this Contract; (b) Seller shall not be subject 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 liability, and provided further that Purchaser’s ability to undertake all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any such 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 be considered a condition related to such Section 1031 exchange or attempted exchange. The provisions of Purchaser’s obligations under this Agreement the immediately preceding sentence shall survive Closing and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement transfer of title to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to Purchaser. Any Section 1031 exchange shall be conveyed (i.e., “parked”) with an EAT organized by consummated in such a qualified intermediary pending Purchaser’s sale of other properties owned by manner that Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire title to any real or hold legal or beneficial title topersonal property other than the Property, or incur any other interestliability, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmenttherewith.

Section 1031 Exchange. The parties acknowledge Seller and Buyer hereby agree that Buyer shall have the conveyance right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(iii) the Property Treasury Regulations) or an “exchange accommodation titleholder” (as that term is defined in Revenue Procedure 2000-37, 2002-2 C.B. 308) in order to Purchaser may be structured by Purchaser as accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue Code and federal cases interpreting this rule of 1986, as amended (an the “ExchangeCode”). Seller agrees to reasonably cooperate with Purchaser in effecting such ExchangeLikewise, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire or hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right at any time prior to review and approval Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 11.20, such party agrees to notify the other party in writing of such assignment at least ten (which approval shall not be unreasonably withheld10) days before Closing. If Seller assigns its rights under this Agreement for this purpose, conditioned or delayedBuyer agrees to (i) all documents Seller is required consent to execute Seller’s assignment of its rights in connection with any Exchangethis Agreement, and (cii) 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, 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 the assignee of Buyer the Assets upon satisfaction of the other conditions to Closing and the other terms and conditions of this Agreement. Seller and Buyer acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and neither party represents to the other that any particular tax treatment will be given to either party as a result thereof. In no event will either Party be liable to the other for any failure of any Exchange, and notwithstanding that in connection with such Exchange record title transaction to qualify for like-kind treatment under Section 1031 of the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmentCode.

Section 1031 Exchange. The parties acknowledge Purchaser acknowledges that the conveyance of Seller may elect to transfer its interest in the Property pursuant to Purchaser may be structured by Purchaser as a like-kind exchange (including a “reverse exchange”) pursuant to qualifying under Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”)of 1986, as amended. Seller 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 effecting 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 Exchangethird party, Northcreek 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 Northcreek 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 Purchaser (a) there shall bear all be no delay in the Closing Date and the consummation of the expenses and liabilities associated therewith, transactions contemplated in this Contract; (b) Seller shall not be subject 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 liability, and provided further that Purchaser’s ability to undertake all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any such 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 be considered a condition related to such Section 1031 exchange or attempted exchange. The provisions of Purchaser’s obligations under this Agreement the immediately preceding sentence shall survive Closing and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement transfer of title to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to Purchaser. Any Section 1031 exchange shall be conveyed (i.e., “parked”) with an EAT organized by consummated in such a qualified intermediary pending Purchaser’s sale of other properties owned by manner that Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire title to any real or hold legal or beneficial title topersonal property other than the Property, or incur any other interestliability, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmenttherewith.

Section 1031 Exchange. The parties acknowledge that Either Seller or Purchaser may consummate the conveyance sale or purchase, as applicable, of any portion of the Property to Purchaser may be structured by Purchaser as part of a likeso-called like kind exchange (including a an “reverse exchangeExchange”) pursuant to Section 1031 of the Internal Revenue Code and federal cases interpreting this rule of 1986, as amended (an the “ExchangeCode”). Seller agrees to reasonably cooperate with Purchaser in effecting such Exchange, provided that Purchaser shall bear all of that: (a) the expenses and liabilities associated therewith, Seller Closing shall not be subject delayed or affected by reason of an Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaseror Seller’s obligations under this Agreement; (b) Seller or Purchaser, as applicable, shall effect an Exchange through an assignment of its rights under this Agreement (other than with respect to any reimbursement obligations, and any representations or warranties made by the same other Party, which shall not delay be assigned and shall in all events be deemed to have been made to the Closing. It is contemplated that Purchaser may assign this Agreement participating Party only) to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, pursuant to an assignment agreement in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing form reasonably satisfactory to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall non-participating Party; (c) to the extent of Seller participates in an Exchange, Purchaser shall not be required to acquire, take title to or obtain an equitable interest in any real property other than the assignmentProperty; (d) to the extent Purchaser participates in an Exchange, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire acquire, take title to or hold legal or beneficial title to, or any other interest, obtain an equitable interest in any property for purposes of consummating real property; and (e) Seller’s or Purchaser’s Exchangeassignment of its rights hereunder, (b) Seller shall have the right as applicable, to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute a qualified intermediary in connection with an Exchange shall not limit or modify in any Exchangemanner whatsoever any of the covenants, obligations, agreements, representations or warranties of such participating Party set forth in this Agreement, all of which shall remain in full force and (c) effect and shall constitute the primary liability of such participating Party in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed all events. Neither Party shall by Seller this Agreement or acquiescence to an accommodation entity which thereupon will later convey title to Exchange by the Property to Purchaserother party (i) have such non-participating party’s rights, all covenants, agreements and indemnifications of Purchaser pursuant to obligations or liabilities under this Agreement shall modified, expanded or diminished in any manner, or (ii) be responsible for compliance or be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure have warranted to the benefit participating party that the participating party’s Exchange in fact complies with Section 1031 of Seller and the Code. Any increased costs arising from an Exchange shall be enforceable borne by Seller against Purchaser to the extent provided Party participating in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any such Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatment.

Section 1031 Exchange. The parties acknowledge Buyer acknowledges that the conveyance of the Property Seller may endeavor to Purchaser may be structured by Purchaser as effect a like-kind exchange (including a “reverse exchange”) pursuant to under Section 1031 of the Internal Revenue Code and federal cases interpreting this rule of 1986, as amended (an “Exchange”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. 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 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, and Seller will agree to purchase from Buyer the Other Centers. It is not a condition that the transactions contemplated by such other contract actually close (eg. Seller, as Buyer under said contract, may determine during the inspection period under such other contract that Seller does not wish to purchase the Other Centers), but only that a mutually agreeable contract for the sale and purchase of the 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, as contemplated hereby, in any way relieve Seller from its obligations and liabilities under this Agreement. Seller hereby agrees to reasonably cooperate with Purchaser in effecting such Exchange, provided that Purchaser shall bear all of the expenses indemnify and liabilities associated therewith, Seller shall not be subject to hold harmless Buyer from any liability, and provided further that Purchaser’s ability losses or damages incurred by Buyer in connection with or arising out of the Section 1031 like-kind exchange, including but not limited to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closingtax liability. It is contemplated that Purchaser may assign this Agreement not Buyer's intention to effect a “qualified intermediary” pursuant Section 1031 exchange with respect to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s proceeds of Buyer's sale of other properties owned by Purchaser (its “relinquished property”) as part of the ExchangeOther Centers to Seller. Accordingly, in 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 ▇▇▇▇▇▇▇ Money Deposit shall be promptly delivered to Seller by Escrow Agent and, upon the making of such assignment and/or “parking” arrangementdelivery, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire or hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller neither party shall have any further claim against the right to review and approval (which approval shall not be unreasonably withheldother by reasons of this Agreement, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent except as provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmentArticle .

Section 1031 Exchange. The parties acknowledge Purchaser acknowledges that the conveyance of Seller may elect to transfer its interest in the Property pursuant to Purchaser may be structured by Purchaser as a like-kind exchange (including a “reverse exchange”) pursuant to qualifying under Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”)of 1986, as amended. Seller 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 effecting 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 Exchangethird party, One ▇▇▇▇ 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 One ▇▇▇▇ 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 Purchaser (a) there shall bear all be no delay in the Closing Date and the consummation of the expenses and liabilities associated therewith, transactions contemplated in this Contract; (b) Seller shall not be subject 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 liability, and provided further that Purchaser’s ability to undertake all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any such 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 be considered a condition related to such Section 1031 exchange or attempted exchange. The provisions of Purchaser’s obligations under this Agreement the immediately preceding sentence shall survive Closing and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement transfer of title to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to Purchaser. Any Section 1031 exchange shall be conveyed (i.e., “parked”) with an EAT organized by consummated in such a qualified intermediary pending Purchaser’s sale of other properties owned by manner that Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire title to any real or hold legal or beneficial title topersonal property other than the Property, or incur any other interestliability, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmenttherewith.

Section 1031 Exchange. The parties acknowledge Seller and Buyer hereby agree that Buyer shall have the conveyance right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(iii) of the Property Treasury Regulations) in order to Purchaser may be structured by Purchaser as accomplish the transaction in a like-manner that will comply, either in whole or in part, with the requirements of a like kind exchange (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue Code and federal cases interpreting this rule of 1986, as amended (an the “ExchangeCode”). Seller agrees to reasonably cooperate with Purchaser in effecting such ExchangeLikewise, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire or hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right at any time prior to review 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 2.7, such Party agrees to 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 approval (which approval 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, 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 Conveyed Interests 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 be unreasonably withheld, conditioned or delayed) all documents Seller is required release any Party from any of its respective liabilities and obligations to execute in connection with any Exchangethe other Parties under this Agreement, and (c) that no Party represents to 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 effect a like-kind exchange will not incur any additional costs, expenses, fees or liabilities as a result of or connected with the like-kind exchange and will be held harmless and indemnified by the Party electing to effect a like-kind exchange from and against any such additional costs, expenses, fees or liabilities. Seller and Buyer acknowledge and agree that a Party’s election to structure the transaction under this Agreement as part of a like-kind exchange shall not extend the Closing Date and, in the event of any Exchangethat the like-kind exchange cannot be structured such that the Closing shall occur on the Closing Date, and notwithstanding that in connection with such Exchange record title to then the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to Closing shall occur without the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement transaction being structured as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmenta like-kind exchange.

Section 1031 Exchange. The parties acknowledge Purchaser acknowledges that the conveyance of Seller may elect to transfer its interest in the Property pursuant to Purchaser may be structured by Purchaser as a like-kind exchange (including a “reverse exchange”) pursuant to qualifying under Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”)of 1986, as amended. Seller 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 effecting 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 Exchangethird party, 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 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 Purchaser (a) there shall bear all be no delay in the Closing Date and the consummation of the expenses and liabilities associated therewith, transactions contemplated in this Contract; (b) Seller shall not be subject 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 liability, and provided further that Purchaser’s ability to undertake all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any such 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 be considered a condition related to such Section 1031 exchange or attempted exchange. The provisions of Purchaser’s obligations under this Agreement the immediately preceding sentence shall survive Closing and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement transfer of title to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to Purchaser. Any Section 1031 exchange shall be conveyed (i.e., “parked”) with an EAT organized by consummated in such a qualified intermediary pending Purchaser’s sale of other properties owned by manner that Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire title to any real or hold legal or beneficial title topersonal property other than the Property, or incur any other interestliability, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmenttherewith.

Section 1031 Exchange. The parties acknowledge that Upon the conveyance request of Seller, and without material additional cost or any liability to Buyer, Buyer shall take all such actions as may be reasonably requested by Seller in order to effectuate all or any part of the Property to Purchaser may be structured transactions contemplated by Purchaser this Agreement as a forward or reverse like-kind exchange (including a “reverse exchange”) pursuant to for the benefit of Seller in accordance with Section 1031 of the Code and, in the case of a reverse exchange, Internal Revenue Code Service Revenue Procedure 2000-37. Such actions may include, Buyer’s execution and federal cases interpreting this rule delivery of a new “stand-alone” purchase and sale agreement (each, an “ExchangeLKE Agreement”) with respect to each individual Owned Real Property or Leased Real Property identified by Seller (each, an “LKE Property”). Seller agrees Each LKE Agreement shall be in a form and substance substantially similar to reasonably cooperate with Purchaser in effecting such Exchange, provided that Purchaser this Agreement and it shall bear all not change or modify the rights or obligations of the expenses parties hereunder in any material respect. Simultaneously with the execution and liabilities associated therewithdelivery of any such LKE Agreement, Seller and Buyer shall not execute and deliver an amendment to this Agreement to remove the LKE Property from the properties required to be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations transferred by Seller under this Agreement and to reduce the same 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 not delay continue without modification. In furtherance of this Section 4.8 and notwithstanding anything contained in this Agreement or any LKE Agreement to the Closing. It is contemplated that Purchaser contrary, Seller may assign its rights under this Agreement or any LKE Agreement to a “qualified intermediary” pursuant or an “exchange accommodation titleholder” in order to Treasury Regulation facilitate a forward or reverse like-kind exchange under Section 1.103(k)-I(g)4(v) and/or Purchaser may cause 1031 of the Property Code, and Buyer agrees to be conveyed (i.e., “parked”) with execute and deliver an EAT organized acknowledgment and consent to any such assignment by Seller of its rights under this Agreement or any such LKE Agreement to a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordinglyor an exchange accommodation titleholder; provided, in the event of however, such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire or hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) relieve Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge its obligations hereunder or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmentthereunder.

Section 1031 Exchange. The parties acknowledge that Buyer may consummate the conveyance purchase of the Property to Purchaser may be structured by Purchaser as part of a likeso-called like kind exchange (including a “reverse exchange”the "Exchange") pursuant to Section 1031 of the Internal Revenue Code and federal cases interpreting of 1986, as amended (the "Code"), provided that: (a) Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to Buyer's obligations under this rule Agreement; (b) Buyer shall effect the Exchange through an “Exchange”). Seller agrees assignment of this Agreement, or its rights under this Agreement, to reasonably cooperate with Purchaser in effecting such Exchangea qualified intermediary, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller such assignment shall not release Buyer of its obligations hereunder and that all Closing documents, including, without limitation, the Deed, Bill ▇▇ Sale and Assignment of Leases shall be subject to any liability, directly between Buyer and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed Seller; (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (ac) Seller shall not be required to take an assignment of the purchase agreement for other property or be required to acquire or hold legal or beneficial title to, or any other interestbeneficial interest in, in any real property for purposes of consummating Purchaser’s the Exchange; and (d) Buyer shall pay any additional costs or expenses that would not otherwise have been incurred by Buyer or Seller had Buyer not consummated its purchase through the 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 responsible for compliance with or be deemed to have warranted to Buyer that the Exchange in fact complies with Section 1031 of the Code and Buyer, (b) will rely solely and exclusively on its own tax advice with respect thereto. Seller shall have the right to review and approval (which approval shall not approve any documents to be unreasonably withheld, conditioned or delayed) all documents executed by Seller is required to execute in connection with any the Exchange, and (c) 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 event other provisions of any Exchange, this Agreement. Buyer shall indemnify and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of defend Seller and shall be enforceable by hold Seller harmless from and against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser any and the exchange shall in no way reduceall claims, abridge or modify any damages, liabilities, losses, costs and expenses, including, without limitation, attorneys' fees and costs, arising out of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection any way connected with any Exchange, including in the event the Exchange is that Seller would not consummated, or in have incurred but for the event Purchaser does not achieve the desired tax treatmentExchange.

Section 1031 Exchange. The parties acknowledge that Buyer may consummate the conveyance purchase of the Property to Purchaser may be structured by Purchaser as part of a likeso-called like kind exchange (including a “reverse exchange”the "Exchange") pursuant to Section ss. 1031 of the Internal Revenue Code and federal cases interpreting of 1986, as amended (the "Code"), provided that: (a) Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to Buyer's obligations under this rule Agreement; (b) Buyer shall effect the Exchange through an “Exchange”). Seller agrees assignment of this Agreement, or its rights under this Agreement, to reasonably cooperate with Purchaser in effecting such Exchangea qualified intermediary, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller such assignment shall not release Buyer of its obligations hereunder and that all Closing documents, including, without limitation, the Deed, Bill ▇▇ Sale and Assignment of Leases shall be subject to any liability, directly between Buyer and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed Seller; (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (ac) Seller shall not be required to take an assignment of the purchase agreement for other property or be required to acquire or hold legal or beneficial title to, or any other interestbeneficial interest in, in any real property for purposes of consummating Purchaser’s the Exchange; and (d) Buyer shall pay any additional costs or expenses that would not otherwise have been incurred by Buyer or Seller had Buyer not consummated its purchase through the 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 responsible for compliance with or be deemed to have warranted to Buyer that the Exchange in fact complies with ss. 1031 of the Code and Buyer, (b) will rely solely and exclusively on its own tax advice with respect thereto. Seller shall have the right to review and approval (which approval shall not approve any documents to be unreasonably withheld, conditioned or delayed) all documents executed by Seller is required to execute in connection with any the Exchange, and (c) 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 event other provisions of any Exchange, this Agreement. Buyer shall indemnify and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of defend Seller and shall be enforceable by hold Seller harmless from and against Purchaser to any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys' fees and costs, arising out of or in any way connected with the extent provided in Exchange that Seller would not have incurred but for the Exchange. The parties hereto have executed this Agreement as though of the Property had been conveyed directly by Seller 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: ___________________________ Step▇▇▇ ▇. ▇▇▇▇▇▇ 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 Purchaser 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 exchange shall in no way reduceregulations promulgated thereunder. CHICAGO TITLE COMPANY By: _________________________ Its: _________________________ Date: ___________________, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatment.1998

Section 1031 Exchange. The parties acknowledge that the conveyance of the Property (a) Buyer shall cooperate, at no cost to Purchaser may be structured by Purchaser as Buyer, with Seller in order to effectuate a like-kind tax deferred exchange (including a “reverse exchange”) pursuant to under Section 1031 of the Internal Revenue Code of 1986, as amended, and federal cases interpreting in connection therewith (i) Seller shall be permitted to convey title to the Property, and assign its tights tinder this rule Agreement, to its constituent partners prior to the Closing (an “Exchange”). Seller agrees to reasonably cooperate with Purchaser in effecting such Exchange, provided that Purchaser shall bear all of the expenses any such conveyance and liabilities associated therewith, Seller assignment shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition relieve Seller of Purchaser’s its obligations under this Agreement Agreement, and the same such constituent partners shall not delay the Closing. It is contemplated that Purchaser may assume Seller’s obligations tinder this Agreement), and (ii) Seller shall be permitted to assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale for the purpose of other properties owned by Purchaser (its “relinquished property”) as part completing such exchange. Notwithstanding any provision of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing this Agreement to the EAT contrary, (i) in no case shall the Closing be extended or EATs organized delayed in order to accommodate any such exchange, (ii) in no case shall Buyer be required to assume any additional obligation or take tide to any other property by Purchaser’s qualified intermediaryreason of any such exchange, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (aiii) Seller shall not be required to acquire or hold legal or beneficial title toreleased from, or any other interestand shall remain liable amid responsible for, all of the Seller’s duties, obligations, warranties and representations set forth in any property for purposes of consummating Purchaser’s Exchange, this Agreement. (b) Seller shall have cooperate, at no cost to Seller, with Buyer in order to effectuate a tax deferred exchange under Section 1031 of the right Internal Revenue Code of 1986, as amended, and in connection therewith Buyer shall be permitted to review assign this Agreement to a qualified intermediary for the purpose of completing such exchange. Notwithstanding any provision of this Agreement to the contrary, (i) in no case shall the Closing be extended or delayed in order to accommodate any such exchange, (ii) in no case shall Seller be required to assume any additional obligation or take title to any other property by reason of any such exchange, and approval (which approval iii) Buyer shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchangereleased from, and (c) in the event of any Exchange, shall remain liable and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaserresponsible for, all covenantsof the Buyer’s duties, agreements obligations, warranties and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided representations set forth in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmentAgreement.

Section 1031 Exchange. The parties acknowledge Notwithstanding anything to the contrary in this Agreement, Sellers and Purchasers agree that Purchasers, or any of them, may assign this Agreement (or all or any portion thereof or rights therein) to one or more qualified intermediaries (collectively, an "Intermediary"), as that term is defined in the conveyance of the Property to Purchaser may be structured by Purchaser as a deferred like-kind exchange regulations (including a “reverse exchange”the "Regulations") pursuant to promulgated under Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”). Seller agrees of 1986, as amended, to reasonably cooperate with act in place of any Purchaser in effecting such Exchange, provided that Purchaser shall bear all as the purchaser of the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized to such Purchaser by the applicable Seller in effecting a qualified intermediary pending Purchaser’s sale deferred or simultaneous like-kind exchange of other properties owned by Purchaser (its “relinquished property”) as part one or more of the ExchangeProperties under the Regulations. Accordingly, in the event Upon assignment of such assignment and/or “parking” arrangement, Seller shall, upon notice from a Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s 's rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire or hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller under this Agreement to an accommodation entity which thereupon will later convey title to the Property to Intermediary, Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement 's Intermediary shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against substituted for such Purchaser to the extent provided in this Agreement as though the purchaser of the Property had been conveyed directly to be acquired by Seller to such Purchaser; provided, however, that such Purchaser and the exchange shall in no way reduce, abridge or modify not be released of any of its obligations hereunder as a result of such assignment. Sellers agree to accept the consideration and all other required performance under this Agreement and any written instructions from a Purchaser’s 's Intermediary and to render its performance of all of its obligations or to such Purchaser's Intermediary. 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 not require Sellers to incur any of Seller’s rights or remedies hereunder. Seller will have no liability out-of-pocket expenses, and Purchasers further agree to Purchaser under or indemnify and hold harmless Sellers from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees and expenses but excluding any attorneys' fees and expenses incurred by Sellers in connection with any Exchange, including in their review of the event the Exchange is not consummated, documents reasonably necessary to effect Purchasers' exchange) incurred by Sellers as a result of a Purchaser's assignment of this Agreement (or in the event Purchaser does not achieve the desired tax treatmentportions thereof or rights thereunder) to an Intermediary.

Section 1031 Exchange. The parties acknowledge that the conveyance of Sellers may convey the Property to Purchaser may be structured by Purchaser as part of a like-kind tax deferred exchange (including a “reverse exchange”) for the benefit of Sellers pursuant to Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”)Code. Seller agrees to reasonably cooperate with Purchaser in effecting such ExchangeWith respect thereto, provided that Purchaser shall bear Sellers may assign all of the expenses Sellers’ contract rights and liabilities associated therewithobligations hereunder to an exchange accommodation titleholder or a qualified intermediary, Seller shall not be subject to any liabilityas part of, and provided further that Purchaser’s ability in furtherance of, such tax deferred exchange. Sellers shall have the right to undertake any such exchange shall not in any manner be considered a condition direct the application of Purchaser’s obligations under this Agreement and the same shall not delay portion of the Closing. It is contemplated that Purchaser may assign this Agreement Deposit allocable to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property held by the Escrow Agent to be conveyed (i.e., “parked”) with an EAT organized the Qualified Intermediary as directed by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) the Qualified Intermediary as part of the Exchangeexchange. AccordinglyBuyer agrees to assist and cooperate in such exchange for the benefit of Sellers at no cost, in expense or liability to Buyer and without reduction or alteration of the event rights of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing Buyer under this Agreement; and Buyer further agrees to execute any and all documents (subject to the EAT or EATs organized by Purchaserreasonable approval of Buyer’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(slegal counsel) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller are reasonably necessary in connection with such exchange at Sellers’ sole expense provided that Buyer shall not be required to acquire undertake any liability or hold legal or beneficial title toobligation in so doing and provided that such exchange does not extend the Closing Date. As part of such exchange, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller Sellers shall have convey the right Property directly to review Buyer and approval (which approval Buyer shall not be unreasonably withheldobligated to acquire or convey any other property as part of such exchange. Further, conditioned in order for Sellers’ owners/partners to accomplish a Section 1031 exchange, Sellers 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 Sellers’ obligations under this Agreement. Notwithstanding the foregoing, Sellers shall remain liable for all obligations hereunder notwithstanding such assignment. Sellers shall indemnify, hold harmless and defend Buyer from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or delayedin enforcing this indemnity) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed incurred by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements Buyer and indemnifications arising out of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue Buyer’s participation in favor of and inure to such exchange for the benefit of Seller and Sellers, 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 reason, then the sale by Sellers of the Property shall be enforceable by Seller against Purchaser to consummated in accordance with terms and conditions of this Agreement just as though the extent provisions of this Section 6 had been omitted from this Agreement, except that Buyer shall be reimbursed and indemnified from resulting costs and expenses as provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange Section. Nothing contained in this Section 6 shall in no way reduce, abridge or modify release Sellers of any of Purchaser’s 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 the tax consequences of Seller’s rights or remedies hereunder. Seller will have no liability this transaction to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmentSellers.

Section 1031 Exchange. The parties acknowledge Purchaser acknowledges that the conveyance of Seller may elect to transfer its interest in the Property pursuant to Purchaser may be structured by Purchaser as a like-kind exchange (including a “reverse exchange”) pursuant to qualifying under Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”)of 1986, as amended. Seller 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 effecting 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 Exchangethird party, Crosspoint 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 Crosspoint 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 Purchaser (a) there shall bear all be no delay in the Closing Date and the consummation of the expenses and liabilities associated therewith, transactions contemplated in this Contract; (b) Seller shall not be subject 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 liability, and provided further that Purchaser’s ability to undertake all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any such 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 be considered a condition related to such Section 1031 exchange or attempted exchange. The provisions of Purchaser’s obligations under this Agreement the immediately preceding sentence shall survive Closing and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement transfer of title to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to Purchaser. Any Section 1031 exchange shall be conveyed (i.e., “parked”) with an EAT organized by consummated in such a qualified intermediary pending Purchaser’s sale of other properties owned by manner that Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire title to any real or hold legal or beneficial title topersonal property other than the Property, or incur any other interestliability, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmenttherewith.

Section 1031 Exchange. The parties acknowledge Seller and Buyer hereby agree that Seller shall have the conveyance right at any time prior to Closing to assign all or a portion of its 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) and/or a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) in order to Purchaser may be structured accomplish the transaction in a manner intended to comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. In the event that Seller assigns its rights under this Agreement pursuant to this Section 7.7, Seller agrees to notify Buyer in writing of such assignment at or before Closing, and Buyer shall cooperate fully, as and to the extent reasonably requested by Purchaser the Seller, in connection with enabling the transactions contemplated herein to qualify in whole or in part as a like-kind exchange (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue Code Code; provided, however, that any costs or expenses in connection therewith shall be borne solely by Seller and federal cases interpreting this rule (an “Exchange”). Seller agrees to reasonably cooperate with Purchaser in effecting such Exchange, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller Buyer shall not be required to acquire or hold legal or beneficial title to, incur any 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 interestunder this Agreement. Without limiting the generality of the above provisions of this Section 7.7, in any property for purposes the event that Seller assigns all or a portion of consummating Purchaser’s Exchangeits rights under this Agreement pursuant to this Section 7.7, (b) Seller shall have then the right other certificates, agreements, instruments and documents to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute executed and/or delivered in connection with any Exchange, this Agreement by Buyer or their Affiliates shall be amended and (c) modified in the event of any Exchange, and notwithstanding that in connection with such Exchange record title a manner satisfactory to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title 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 the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and the exchange shall in no way reduce, abridge (or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser does not achieve the desired tax treatmentits designee).