FORM 55-1 ACCOMMODATOR EXCHANGE AGREEMENT

• Jurisdiction: Oregon

Form 55-1 Accommodator Exchange Agreement

Dated as of: [date]

Between: [accommodator] ("Accommodator")

[address]

And: [Exchanger] ("Exchanger")

[address]

RECITALS

A. Exchanger is the present fee owner of certain real property (the "Relinquished Property") that will now or in the future be transferred by Exchanger to Accommodator with specific reference to this agreement;

B. Exchanger desires to enter into a tax-free exchange under the provisions of section 1031 of the Internal Revenue Code whereby the Relinquished Property is exchanged for the replacement property or properties (the "Replacement Property");

C. Accommodator is willing to accept conveyance of the Relinquished Property, to sell the Relinquished Property, to take all proceeds of the sale of the Relinquished Property, and to reinvest the proceeds in the Replacement Property in accordance with the terms and provisions of this agreement.

D. Accommodator is willing to act as a qualified intermediary as that term is defined in Treasury Regulation section 1.1031(k)-1(g)(4).

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, conditions, and agreements set forth in this agreement, the parties agree as follows:

Section 1. Agreement to Exchange

Exchanger agrees to transfer or otherwise convey the Relinquished Property to Accommodator in exchange for the Replacement Property, and Accommodator agrees to acquire the Replacement Property and to convey it to Exchanger in exchange for the Relinquished Property, on the terms and conditions set forth in this agreement.

Section 2. Transfer of Relinquished Property

2.1 Transfer to Accommodator. If the Relinquished Property will not be directly deeded from Exchanger to the buyer in accordance with section 10, Exchanger will convey the Relinquished Property to Accommodator by deed.

2.2 Disposition of Relinquished Property. Accommodator agrees to sell the Relinquished Property to a buyer in accordance with the terms and provisions of an agreement (which meets the requirements of section 13.2) relating to the sale of the Relinquished Property, which sale has been negotiated by Exchanger. If the Relinquished Property will not be directly deeded from Exchanger to the buyer in accordance with section 10, Accommodator will convey the Relinquished Property to the buyer by a bargain-and-sale deed.

Section 3. Designation of Replacement Property

Within 45 days of the conveyance of the Relinquished Property by Exchanger ("Identification Period"), Exchanger will designate the Replacement Property. The designation must be made in accordance with the Internal Revenue Code and the regulations and case law interpreting the Internal Revenue Code.

Section 4. Transfer of Replacement Property

4.1 Acquisition of Replacement Property by Accommodator.

Accommodator agrees to acquire the Replacement Property in accordance with a form of acquisition agreement (that meets the requirements of section 13.2) negotiated by Exchanger.

4.2 Replacement Period. Accommodator will have no obligation to acquire the Replacement Property after the last date of the replacement period. The replacement period begins on the date that Exchanger transfers the Relinquished Property and ends at midnight on the earlier of the 180th day thereafter or the due date (including extensions) for Exchanger's income-tax return for the taxable year in which the transfer or conveyance of the Relinquished Property occurs.

4.3 Transfer of Replacement Property to Exchanger. If the

Replacement Property is not directly deeded in accordance with section 10, simultaneously with the acquisition of the Replacement Property, Accommodator will convey the Replacement Property to Exchanger by a bargain-and-sale deed. Exchanger agrees that Exchanger will be fully responsible for the physical condition or any other aspect of the Replacement Property and will accept it AS IS without any representations or warranties from Accommodator. If the Replacement Property is owned by a single-member limited liability company in which Accommodator is the sole member (the "LLC"), and if the only asset of the LLC is the Replacement Property, on request of Exchanger, instead of deeding the Replacement Property from Accommodator to Exchanger, Accommodator will transfer or convey its interest in the LLC to Exchanger.

4.4 Improvements to Replacement Property. Accommodator will not be obligated to construct on or improve the Replacement Property. If the LLC has entered into a separate agreement that provides that the LLC will construct on or improve the Replacement Property, the provisions of that agreement will control over this section.

Section 5. Loans by Exchanger to Accommodator

5.1 Agreement to Loan. Exchanger agrees to loan to Accommodator all amounts necessary for Accommodator to perform Accommodator's duties and obligations under this agreement...