FORM 55-2 ASSIGNMENT OF SALES AGREEMENT FROM EXCHANGER TO ACCOMMODATOR

• Jurisdiction: Oregon

Form 55-2 Assignment of Sales Agreement from Exchanger to Accommodator

Between: [exchanger] ("Exchanger")

[address]

[accommodator] ("Accommodator")

And: [buyer 1] ("Buyer")

RECITALS

A. Exchanger is the owner of an interest in real property described in Exhibit A, attached hereto and made part of this assignment by this reference ("Relinquished Property").

B. Exchanger and Buyer have entered into an agreement dated __________, 20___, to purchase and sell the Relinquished Property, including all amendments and addendums to it, and all earnest money ("Sales Agreement").

C. Exchanger desires to effect a tax-deferred exchange in accordance with section 1031 of the Internal Revenue Code.

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

Section 1. Assignment

Exchanger hereby conveys, sells, assigns, transfers, and quitclaims to Accommodator all of Exchanger's right, title, and interest in and to the Sales Agreement.

Section 2. Buyer's Consent

Buyer hereby consents to the assignment of the Sales Agreement from Exchanger to Accommodator.

Section 3. Direct Deed Option

The parties agree that on the closing of the sale under the Sales Agreement, if directed by Accommodator, Exchanger will convey the Relinquished Property directly from Exchanger to Buyer, even though Accommodator will be the seller of the Relinquished Property under the Sales Agreement, as provided in Treasury Regulation section 1.1031(k)-1(g)(4)(v).

Section 4. Representations and Warranties

Accommodator does not assume any responsibility for any of the obligations, representations, warranties, and covenants of Exchanger under the Sales Agreement. In the event of the breach of any obligation of Exchanger under the Sales Agreement, the parties agree that Buyer will look only to Exchanger.

Section 5. Sales Proceeds

All funds due Exchanger at the close of escrow under the Sales Agreement, as well as any funds to be released to Exchanger before the close of escrow in accordance with all previous agreements between the parties, are hereby irrevocably assigned to Accommodator for disposition as provided under the exchange agreement between Exchanger and Accommodator dated__________, 20___.

Section 6. Amendment of Sales Agreement

The Sales Agreement is hereby deemed amended by the terms and provisions of this assignment.

Section 7. Indemnification by Exchanger

Exchanger hereby agrees to defend...