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OJ(~7 or willful misQonduct of ORNTIC. OIlNTIC shall not be responsible for de~ermining the amount of the proceeds .deposited with i~ nor shall it be responsible for any lOBS of funds occasioned by the acts or omissions of any person not a party to this Agreement, or because of the failure of any financial institution. This Exchange Agreement is intended to further the intent of the parties to effect a li]ce-kind exchange of property in ~ompliance with section 1031 and the Regulations and is to be construed consistently with that purpose. If any provision of thi~ Exchange Agreement is inconsistent or contrary to that purpose, not in complianoe with section 1031 or the Regulations, or otherwise unenforoeable or invalid, this' Agreement shall be construed to exclude or to modify said provision to the extent necessary in order to sa.tisfy the intended purpose of this Agreement. Whenever a reference is made in this Exchange Agreement to a definition in the Regulations, that definition shall control over any similar definition used in ~his EXchange Agreement. . Exchanger acknowledges and agrees that it has relied solely upon the advice and judgment of its own independent tax advisors, tax attorneys, and/o~ certified public accountants as to tax consequences and implications of the transfers, conveyances, assignments and exchAnges of the property under the Agreement, purchase agreement and this E~change Agreement. Exchanger has not relied upon any representations or advice from ORNTIC regarding such tax consequences and/or implications. Not~ithatanding anything to the contrary contained herein or in any other document e)(ecuted in connection with.. the oontemplated exchange, Exchanger hereby indemnifies and holds ORNTIC, its successors and assigns, harmless from and against any and all liabilities, damages, suits, actions, penalties, costs, claims, expenses and fee~ (including court costs and reasonable attorney's feeQ), foreseen or unforeseen, incurred by or asserted against ORNTIC, its successors or assigns, arising out of or relating to the sale by Exchanger of the Relinquished Froperty or the purchase by Exchanger of Replacement Property or the e~ecution by ORNTIC of any documents or instruments relating to the Relinquished Property, the Replacement Property (including any attempt to acquire the same), and/or any transaction contemplated herein. Exohanger further indemnifies and holds ORNTIC and Furchaser, their successors and assigns, harmle~s from and against any and all demands, assessments, liabilities, damages, suit$, actions, penalties, interest, oosts, claims, e~enses, and ,fees (including court coste and reasonable attorney's fees), 7. 8. 9. -4- Ul