Suggested Exchange Language

for Purchase and Sale Agreements

            The following language is suggested for inclusion on the Purchase and Sale Agreement to document the intent to complete an exchange.  Further documentation for the exchange will occur after the signing of the Purchase and Sale Agreement, but using this suggested language will give you the ability to obtain the cooperation necessary to properly document the exchange.  This language reflects the Final IRS Regulations for 1031 Exchanges and is current as of January 13, 2001.

WHERE THE EXCHANGOR IS SELLING PROPERTY

            "Seller intends to complete this transaction as part of a Section 1031 tax-deferred exchange.  Purchaser agrees to cooperate with Seller in documenting and completing such exchange by agreeing that Seller may transfer Seller’s rights and obligations under this Purchase and Sale Agreement to Seller’s Qualified Intermediary, Exchange Facilitator Corporation. 

            Purchaser agrees to accept Exchange Facilitator Corporation as the assigned Seller of the Property described in this Agreement.  Purchaser shall incur no additional expense or liability by such cooperation."

WHERE THE EXCHANGOR IS PURCHASING PROPERTY

Always make the Purchase and Sale Agreement with the Exchangor's name as purchaser "and/or assigns to Exchange Facilitator Corporation"

            And use the following language:                

            "Purchaser intends to complete this transaction as part of a Section 1031 tax-deferred exchange.  Seller agrees to cooperate with Purchaser in documenting and completing such exchange by agreeing that Purchaser may transfer Purchaser’s rights and obligations under this Purchase and Sale Agreement to Purchaser’s Qualified Intermediary, Exchange Facilitator Corporation.  Seller agrees to accept Exchange Facilitator Corporation as the assigned Purchaser of the Property described in this Agreement.  Seller shall incur no additional expense or liability by such cooperation."