FORM 55-3 ASSIGNMENT OF PURCHASE AGREEMENT FROM EXCHANGER TO ACCOMMODATOR

• Jurisdiction: Oregon

Form 55-3 Assignment of Purchase Agreement from Exchanger to Accommodator

Between: [exchanger] ("Exchanger")

[address]

[accommodator] ("Accommodator")

And: [seller] ("Seller")

RECITALS

A. Exchanger is the purchaser of certain real property described in Exhibit A, attached hereto and made part of this assignment by this reference ("Replacement Property").

B. Exchanger and Seller have entered into an agreement dated __________, 20___, to purchase and sell the Replacement Property, including all amendments and addendums thereto, and all earnest money ("Purchase 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 Purchase Agreement.

Section 2. Seller's Consent

Seller hereby consents to the assignment of the Purchase Agreement from Exchanger to Accommodator.

Section 3. Direct Deed Option

The parties agree that on the closing of the sale under the Purchase Agreement, if directed by Accommodator, Seller will convey the Replacement Property directly from Seller to Exchanger, even though Accommodator will be the purchaser of the Replacement Property under the Purchase 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 Purchase Agreement. In the event of the breach of any obligation of Exchanger under the Purchase Agreement, the parties agree that Seller will look only to Exchanger.

Section 5. Amendment of Purchase Agreement

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

Section 6. Indemnification by Exchanger

Exchanger hereby agrees to defend, indemnify, and...