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<br />~ <br /> <br />O]/~7 <br /> <br />(including extensions) for the E~changer's tax retu~ for the <br />taxable year in which ~he transfer of the Relinquished <br />Property occurs. <br /> <br />If Exchanger.has not identified Replacement property by the <br />end of the' ldentification Period, Exchanger may receive, <br />pledge, borrOw or otherwise obtain the benefits of the <br />Proceeds at any time after the end of Identification Period by <br />making written request to ORNT!C. <br /> <br />Any time oRNTIC receives a written request to transfer <br />proceeds under this Exchange Agreement, it shall have a <br />minimum of three business days to collect and transfer the <br />Proceeds. <br /> <br />5. ORNTIC agrees to uce so much of the Proceeds as is necessary <br />to enable E~changer to acquire and reoeive tran.fer of the <br />~eplacement Property before the end of the ~change Period. <br />1'0 that end, Exchanger shall provide ORNTIC with a copy of the <br />purchase agreement it enters into with the seller of the <br />Replacement Property (the "seller") and shall assign its <br />rights to acquire the Replacement property under the purchase <br />agreement to ORNTIC and notify the Seller of such assignment. <br />Such notification shall advise the Seller that oRNTIC shall <br />become the substituted purchaser of the Replacement property <br />under the purchase agreement and shall direct the Seller of <br />the Replacement property to convey Exchanger's title to the <br />Replacement Property directly to Exchanger according to the <br />termS and conditions of the purchase agreement, <br />notwithstanding the assignment. Such notice may be given by <br />use of a form that is substantial'ly similar to the form <br />attached to thi.. Agreement as tlExhibit B". If funds in <br />addition to the Proceeds are required to complete the purchase <br />of the Replacement Property, Exchanger shall transfer or cause <br />the transfer of such additional funds to QRNTIC or oRNTIC's <br />designee as and when required. oRNTIC shall not be requireo <br />to assume any secured loan on the Replacement property or to <br />execute any promisso~ note or other evidence of indebtednes8 <br />in connection with the acquisition that ",",ould impose any <br />personal liability upon ORNTIC for repayment of such <br />obligation. If oRNTIC holds any portion of the Proceeds after <br />the end of the Exchange ~eriod, ORNTIC shall distribute them <br />to Exchanger or ~changer's designee, after receiving <br />Exchanger's written request to do so. <br /> <br />6. ORNTIC's duties and otlligations are limited to those expressly <br />set forth in this Exchange Agreement and ORNTIC shall not be <br />subject to any implied duties or o~ligations e~cept to act in <br />good faith. ORNTIC shall not be liable for any action or <br />omission by it except which result from the grosS negligence <br /> <br />611 -3- <br />