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<br />~]f~1. <br /> <br />Exhibit B <br /> <br />ASSIGNMENT AND SUBSTITUTJ;ON AGREEMENT <br />FOR REPLACEMENT PROPERTY <br /> <br />THIS ASSIGNMENT AND SUBSTITUTION AGREEMENT is made and entered <br />into as of ' 19___, by and between <br />("Exchanger") I and OLD RBPUBLIC <br />NATIONAL TITLE INSURANCE COMPANY ("ORNTIC"). <br /> <br />WHEREAS, as of ' 19___, Exchanger entered <br />into that certain Purchase Agreement (the II Purcha~e Agreement II) <br />whereby E~changer, as buyer, agreed to acquire tbat certain real <br />property located at <br />County of State of <br />(the "N-eplacement Property") from <br />("Seller") J and <br /> <br />WHEREAS, Exchange~ and ORNTIC have entered into an Exchange: <br />Agreement on or about ' 19___ (the "Exchange <br />Agreement II), which provides for ORNTIC to act as a qUalified <br />intermediary in facilitating a tax deferred exchange for EXchanger~ <br />and for Exchanger to cU!lsign its rights under the Purchase Agreement <br />to ORNTIC; <br /> <br />NOW, THEREFORE, the parties hereto agree as follows! <br /> <br />1. Exchanger hereby transfers and assigns to ORNTIC all of <br />its rights in the Purchase Agreement, and ORNTIC hereby accepts the <br />same. Notwithstanding the foregoing, ORNTIC may direct Seller to <br />convey the lega1 title to the Replacement Property directly to <br />Exchanger. <br /> <br />2. This Agreement shall be null and void, and the parties <br />shall have no further rights or obligations unde~ this Agreement <br />except a8 specifically set forth herein, if Seller or its assignee <br />does not transfer title to the Replacement Property by means of tbe <br />sale contemplated by the Purchase Agreement, in which event ORNTIC <br />shall immediately assign to Exchanger, without reCO\1rse, its rights <br />under the Purchase Agreement, and Exchanger shall immediat.e1y <br />accept the reassignment. <br /> <br />-8~ <br /> <br />1;11 <br />