Property Swap Contract

PROPERTY SWAP CONTRACT

THIS PROPERTY SWAP CONTRACT (the "Agreement") is made as of by and between Party A Name: , whose address is (hereinafter "Party A"), and Party B Name: , whose address is (hereinafter "Party B").

RECITALS

WHEREAS, Party A is the owner of certain real property commonly described as and legally described in Exhibit A attached hereto (the "Property A"); and

WHEREAS, Party B is the owner of certain real property commonly described as and legally described in Exhibit B attached hereto (the "Property B"); and

WHEREAS, the parties desire to exchange ownership of Property A and Property B on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. PROPERTY DESCRIPTIONS

2. CONSIDERATION; CASH EQUALIZATION

The parties agree to exchange fee simple title to Property A and Property B. The parties acknowledge that there may be a difference in market value between the properties and agree that such difference, if any, will be paid as cash consideration (the "Equalization Payment") as follows: Equalization Payment: payable by to at or prior to Closing.

3. CLOSING

The closing of the exchange ("Closing") shall occur on or before at , unless the parties mutually agree in writing to another date or location. At Closing, each party shall execute and deliver such deeds, assignments, affidavits and other instruments as are reasonably necessary to vest marketable title to each property in the other party, subject only to permitted encumbrances.

4. TITLE, SURVEY AND CONDITION

At or before Closing, each party shall deliver to the other a title commitment prepared by the party's selected title insurer and any survey reasonably requested. Each party warrants that, to such party's knowledge, title to its property is free of liens, encumbrances or defects except as disclosed in the title commitment and except for the following disclosed exceptions:

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is the sole legal owner of the property it conveys and has full power and authority to enter into and perform this Agreement; (b) there are no outstanding contracts to sell, options, or rights of first refusal affecting its property except as disclosed in writing; (c) to its knowledge, there are no undisclosed violations of zoning, building codes, environmental laws, or material defects affecting the property except as disclosed in writing; and (d) performance of this Agreement will not violate any material agreement to which such party is bound. Each party's representations shall survive Closing for a period of one year.

6. CONDITIONS PRECEDENT

The obligations of the parties to effectuate the exchange are subject to the following conditions precedent: (a) receipt by each party of title commitments acceptable in all material respects; (b) resolution of any title exceptions or encumbrances identified in the title commitments as agreed by the parties; (c) delivery of all required loan consents, subordinations, releases or estoppel certificates if applicable; and (d) any governmental approvals necessary for transfer of the properties. If any condition is not satisfied or waived in writing prior to Closing, the non-defaulting party may elect to terminate this Agreement, in which case the parties shall be released from further obligations except for any provisions that expressly survive termination.

7. ADJUSTMENTS, PRORATIONS AND CLOSING COSTS

Real property taxes, assessments, rents, utilities, and other customary prorations shall be adjusted as of the Closing Date. Each party shall pay its own attorneys' fees. Title insurance premium, escrow/closing fees, recording fees, and documentary transfer taxes shall be allocated as follows:

8. RISK OF LOSS

Until Closing, each party shall bear the risk of loss for its property. If, prior to Closing, damage to or destruction of either property occurs that materially impairs the use or value of the property, the non‑defaulting party may (i) terminate this Agreement, or (ii) proceed to Closing with an appropriate credit or adjustment agreed by the parties in writing.

9. DEFAULT AND REMEDIES

If a party defaults in any material respect and fails to cure within thirty (30) days after written notice from the non‑defaulting party, the non‑defaulting party may elect to: (a) seek specific performance; (b) terminate this Agreement and pursue damages; or (c) pursue any other remedy at law or in equity. The prevailing party in any dispute to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, claims, liabilities and expenses (including reasonable attorneys' fees) arising out of (a) any breach of such party's representations, warranties or covenants contained in this Agreement, and (b) any pre‑Closing acts, omissions or liabilities relating to such party's property.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or mailed by certified mail, postage prepaid, return receipt requested, to the addresses set forth below or to such other address as a party designates by written notice.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state in which the property subject to this Agreement is located, without regard to conflict of law principles.

13. ENTIRE AGREEMENT; AMENDMENTS; WAIVER

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may be amended or modified only by an instrument in writing signed by both parties. No waiver of any breach shall be effective unless in writing and signed by the waiving party.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be deemed original signatures for all purposes.

EXHIBITS AND ATTACHMENTS

The legal descriptions, surveys, title commitments, and any other documents identified in this Agreement shall be attached as exhibits and incorporated herein by reference. Identify exhibits attached:

ADDITIONAL PROVISIONS

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