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03/97 the yield, if any, on the net proceeds of sala. Any and all interest and earnings on the net pxoceeds of .ale after tbe deposit shall be added to the net proceeds of sale and .hall become a part thereof. The net proceeds of sale and all interest and earnings accumu~ating thereon shall hereafter be referred to as the "tJroceedsu. ORNTIC shall thereafter hold, maintain and utilize the Proceeds pursuant to the terms and conditions of. this Exchange Agreement. Exchanger shall execute and deliver to ORNTIC IRS Form W-9 and such other forms as ORNTIC may require to deposit and inveat the Proceeds, in its o\'l1n name as qualified intermediary for Exchanger. Exchanger has no rights, except as may be provided in the Regulations and Paragraph 4 below to receive, p~edge, borrow, or other1flise obtain the benefits of the Prooeeds. Excha.nger's sooia.l security or federal tax identifica.tion number is <. 3. Exchanger shall, within 45 d.Y8 afl:er the transf.er of the Relinquished property, give written notice to ORNTIC of all property that is to oonstitute "Replacement Property", as that term is defined in the Regulations. Attached to this Agreement as uExhibit A'l is a Notice of Identification of Repla~ement property form which may be used if three or fewer replacement properties are or will be. identified. Suoh 45 day period is defined in the RegUladons as the "Identifioation period", and ends at midnight on the 45th day after the transfer, whe~her or not the 45th day is on a weekend or is a holiday _ Any suoh notice shall be in writing and may be delivered to oRNTIC by hand, mail, telecopier, or otherwise before the end of the Identification period. AnY revocation of identification shall be delivered in like manner to ORNTIC before the end of the Identification period. 4. If Exchanger has identified Replacement property as set forth above, Exchanger may receive, pledge, borrow, or otherwise obtain the benefits of the Proceeds upon or after (a) the receipt by EXchanger of all of the Replacem~nt property to which Exchanger is entitled under this Exchange Agreement or (b) the occurrence after the end of the Identification Period of a material and substantial contingency that (1) relateS to the deferred exchange, (2) is pro~ided for in writing and, (3) is beyond the control of Exchanger and any disqualified person (as defined in the Regulations), other than the person obligated to transfer the Rep~acement Property to B~cha.ngerl or, after the end of an "Exchange period", as that te~ is defined in the Regulations to be the period beginning on the tr~nsfer date of the relinquished property and ending at midnight on the earlier of the 180th day thereafter (whether or not that day is on a weekend or a holiday) or the due date '11 -2-