EXCHANGE AGREEMENT
This Exchange Agreement ("Agreement") is entered into on this day of , by and between
("Exchanger") and CASTLE BANK N.A., 121 West Lincoln Highway, DeKalb, Illinois 60115 (not individually, but
solely in its capacity as "Intermediary").
I. DEFINITIONS
For purposes of this Agreement, the following definitions shall apply:
"Agreement" shall mean this Exchange Agreement and all exhibits referred to in the Agreement.
"Contract" shall mean the contract by and between Exchanger and any Purchaser of the Relinquished Property, or
that contract by and between Exchanger and any Seller of the Replacement Property, as the case may be.
"Exchange Funds" shall mean the net cash proceeds realized from the transfer of the Relinquished Property to
Purchaser, net of all amounts paid with respect to encumbrances on that property and ordinary and customary costs of
sale related to that transfer, which proceeds shall be deposited with Intermediary in accordance with the provisions of this
Agreement. After deposit, the Exchange Funds shall also consist of any earnings realized from the deposit or investment
of the Exchange Funds. Finally, the Exchange Funds shall include any additional advancements or loan funds deposited
by Exchanger on account of the purchase of the Replacement Property.
"Exchange Period" shall mean that period of time that begins on the date that the Relinquished Property is
transferred to Purchaser and ends at midnight on the earliest of (a) the 180th day thereafter, or (b) the due date (including
extensions) for Exchanger's Federal Income Tax Return for the taxable year in which the transfer of the Relinquished
Property occurs. If, as part of the same deferred exchange, more than one Relinquished Property is transferred, and the
Relinquished Properties are transferred on different dates, the Exchange Period is determined by reference to the earliest
date on which any of the properties are transferred.
"Exchanger" shall mean the person who is the owner of the Relinquished Property that is being exchanged for the
Replacement Property.
"Identification Period" shall mean that period of time that begins on the date that the Relinquished Property is
transferred to Purchaser and ends at midnight on the 45th day thereafter. If, as part of the same deferred exchange more
than one Relinquished Property is transferred and the Relinquished Properties are transferred on different dates, the
Identification Period is determined by reference to the earliest date on which any of the properties are transferred.
"Intermediary" shall mean the CASTLE BANK N.A., not individually, but solely as Qualified Intermediary
pursuant to applicable IRC Regulations.
"IRC" shall mean the Internal Revenue Code of 1986, as amended.
"Purchaser" shall mean the intended purchaser of the Relinquished Property.
"Regulations" shall mean the Treasury Department Regulations that represent the position of the IRS as to how the
IRC is to be interpreted.
"Relinquished Property" shall mean property or properties currently held by Exchanger either for productive use in
a trade or business or for investment and which Exchanger intends to transfer to Purchaser.
"Replacement Property" shall mean property or properties currently held by one or more third-party Seller(s) that
Exchanger intends to receive and hold either for productive use in a trade or business or for investment.
"Seller" shall mean the current owner of the Replacement Property.
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II. RECITALS
1. Exchanger currently holds the Relinquished Property, which is commonly known as
,
and is more fully described in Exhibit "A", which is attached to this Agreement.
2. Exchanger intends to exchange the Relinquished Property for Replacement Property of like kind within the
meaning of Section 1031 of the IRC and the Regulations promulgated there under.
3. Upon the terms and conditions set forth in this Agreement, Exchanger agrees to transfer the Relinquished
Property to Intermediary, and as consideration, Intermediary agrees to transfer that property to Purchaser, receive the
Exchange Funds, utilize the Exchange Funds to acquire Replacement Property from Seller, and transfer that Replacement
Property to Exchanger. It is the intent of Exchanger and Intermediary that Intermediary's obligations to acquire and
transfer both the Relinquished Property and the Replacement Property shall be satisfied by Exchanger's assignment of all
of Exchanger's right, title and interest in and to any Contract for the sale of the Relinquished Property and in and to any
Contract for the purchase of the Replacement Property, with the form and content of such assignment subject to the
approval of Intermediary. It is further the intent of Exchanger and Intermediary that any such assignment shall be in
compliance with the Qualified Intermediary Safe Harbor provisions of the applicable IRC Regulations.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, Exchanger and
Intermediary agree as follows:
III. INCORPORATION OF DEFINITIONS AND RECITALS
The definitions and recitals set forth above are incorporated into this Agreement as if fully restated in the Agreement.
IV. ASSIGNMENT OF RELINQUISHED PROPERTY CONTRACT
1. Exchanger agrees to assign to Intermediary, all of Exchanger's rights in and to any pending or future Contract for
the sale of the Relinquished Property. Intermediary agrees to accept such assignment from Exchanger, but not
Exchanger's obligations under that Contract. The Relinquished Property Contract is attached to this Agreement as
Exhibit "B".
2. Exchanger represents that it will provide notice to Purchaser of the assignment of the Contract rights by
Exchanger to Intermediary, and that such notice will be given in writing on or before the date of the transfer of the
Relinquished Property.
3. Said assignment, acceptance and Purchaser's acknowledgement of receipt of the notice shall be in a form as may
be acceptable to Intermediary. The assignment and acceptance of the Relinquished Property Contract are attached to this
Agreement as Exhibit "C" and the notice and acknowledgement by Purchaser are attached as Exhibit "C1".
V. ACQUISITION AND TRANSFER OF RELINQUISHED PROPERTY
1. Exchanger agrees to transfer the Relinquished Property to Intermediary and Intermediary agrees to receive the
Relinquished Property upon the terms and conditions set forth in this Exchange Agreement. The Relinquished Property
shall be transferred to Intermediary subject to the right of Purchaser to purchase the Relinquished Property, pursuant to
the Relinquished Property Contract.
2. In accordance with applicable IRS Regulations, Intermediary may provide a written direction to Exchanger to
deliver directly to Purchaser a deed conveying the Relinquished Property to Purchaser in satisfaction of Intermediary's
obligations as assignee of the Contract. Intermediary's written direction to Exchanger to deliver the deed directly to
Purchaser is included in the aforementioned Assignment and Acceptance of the Relinquished Property Contract, attached
as Exhibit "C".
VI. EXCHANGE FUNDS
1. All monies deposited under the Contract for the sale of the Relinquished Property shall be tendered to
Intermediary on or before the Relinquished Property closing date, provided it has not previously been paid to the
Exchanger directly, and held by Intermediary as part of the Exchange Funds. The entire amount of the Exchange Funds,
including monies deposited prior to the transfer of the Relinquished Property; received on account of the transfer of the
Relinquished Property; or further advanced or loaned by Exchanger in connection with the acquisition of the
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Replacement Property, shall be invested and reinvested by Intermediary in one of the following Institutional type money-
market accounts (select one):
An Institutional type Money Market Mutual Fund paying dividends accruing daily resulting in dividend payments
that are generally taxable for federal income tax purposes.
A Fund consisting entirely of US Government guaranteed obligations.
A Fund consisting of Commercial Paper obligations in addition to US Government obligations.
An Institutional type Money Market Mutual Fund paying dividends accruing daily resulting in dividend payments
that are generally tax-free for federal income tax purposes.
Do not invest. Exchanger hereby requests that the Exchange Fund balances not be invested and instead left in
cash, uninvested.
In some instances, Intermediary will invest the Exchange Funds in mutual funds where the Intermediary provides
services to the mutual fund company for which it receives a fee (including 12b-1 fees). Exchanger acknowledges the
disclosure of these fees and expressly authorizes the receipt of such fees.
2. Exchanger acknowledges that Exchanger must include any taxable earnings from the Exchange Funds in income
according to Exchanger’s method of accounting and hereby represents and certifies under penalties of perjury that
Exchanger is not a “foreign person” as defined by IRC Section 1445 and Regulations. Exchanger also certifies, as IRS
Substitute Form W-9, that:
a. The Tax Identification Number listed in Article XII, below, is the Exchanger’s correct Taxpayer
Identification Number (or the Exchanger is waiting for a number to be issued); and
b. The Exchanger is not subject to backup withholding because: (1) Exchanger is exempt from backup
withholding, or (2) Exchanger has not been notified by the Internal Revenue Service (IRS) that Exchanger is
subject to backup withholding as a result of failure to report all interest or dividends, or (3) the IRS has
notified Exchanger that Exchanger is no longer subject to backup withholding, (you must cross out this
item (b), if Exchanger has been notified by the IRS that Exchanger is currently subject to backup
withholding); and
c. Exchanger is a U.S. person (including a U.S. resident alien), Sole Proprietor, Corporation, Partnership, or
Limited Liability Company (LLC) or Partnership (LLP).
3. Except for Intermediary's acquisition of the Replacement Property, Exchanger shall have no ability or unrestricted
right to receive, pledge, borrow or otherwise obtain the benefits of any of the Exchange Funds held by Intermediary,
including any interest or growth factor on the Exchange Funds until the day following the last day of the Exchange
Period, except that: (a) if Exchanger has not identified Replacement Property by the end of the Identification Period (or
irrevocably certifies in writing his intent not to Identify Replacement Property), Exchanger shall, upon written demand,
have the right to receive, pledge, borrow or otherwise obtain the benefits of the Exchange Funds at any time after the end
of the Identification Period (or before end of Identification Period if irrevocable certification, described above, has been
received by Intermediary); or (b) if Exchanger has identified Replacement Property by the end of the Identification
Period, Exchangor shall, upon written demand, have the right to receive, pledge, borrow or otherwise obtain the benefits
of the Exchange Funds, after Exchanger's receipt of all of the Replacement Property to which Exchanger is entitled under
this Exchange Agreement. In the event Intermediary has accepted one or more Replacement Property Contract
Assignments for property that has not been acquired by Intermediary within the Exchange Period, and Intermediary
reasonably determines that it may be liable at law or in equity under such Replacement Property Contracts, the Exchange
Funds may be withheld from Exchanger until Intermediary obtains a release of liability under such Replacement Property
Contracts from Seller, or the Replacement Property Contracts are assigned to Exchanger, thereby releasing Intermediary
from all liability.
4. In no event shall Intermediary be required to advance sums in excess of the Exchange Funds on account of the
Purchase of Replacement Property. Exchanger shall have the right (a) to advance funds to Intermediary in the event
amounts in excess of the available Exchange Funds are required to purchase the Replacement Property or (b) locate and
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designate a lender or lenders from which Intermediary shall borrow funds, and in such event, Intermediary shall complete
such borrowing upon terms acceptable to Exchanger, provided that Intermediary shall have no personal liability with
respect to such borrowing and shall not be required to execute any loan documents which do not contain appropriate
provisions exculpating Intermediary from personal liability there under.
5. Intermediary shall be entitled to utilize Exchange Funds in order to (a) make earnest money deposits on
Replacement Property, (b) pay the balance of the purchase price due on the purchase of the Replacement Property, and
(c) pay any and all outstanding fees or charges owed to the Intermediary.
6. Exchanger shall give detailed written notice (See Disbursement Request Authorization Form) to
Intermediary no less than two (2) business days prior to any required disbursement by Intermediary.
VII. MANNER OF IDENTIFYING REPLACEMENT PROPERTY
1. If Exchanger has not identified Replacement Property on or before the transfer of the Relinquished
Property, it shall be Exchanger's responsibility to identify Replacement Property before the end of the Identification
Period. Intermediary will consider Replacement Property as being identified only if it is designated as Replacement
Property in a written document signed by Exchanger and hand-delivered, sent by certified or registered mail, overnight
courier, or facsimile copied to Intermediary prior to the expiration of the Identification Period. The Replacement
Property must be unambiguously described in the written document either by a legal description, property identification
number (PIN), street address or distinguishable name. The form of the identification notice must be acceptable to
Intermediary. The written Identification of Replacement Property Notice is attached to this Agreement as Exhibit "D".
2. Exchanger may identify more than one property as Replacement Property. However, regardless of the number of
Relinquished Properties transferred by Exchanger as part of the same deferred exchange, the maximum number of
Replacement Properties that Exchanger may identify is (a) three properties of any fair market value, or (b) any number of
properties as long as their aggregate fair market value as of the end of the Identification Period does not exceed 200
percent of the aggregate fair market value of all the Relinquished Properties.
3. Exchanger may revoke an Identification of Replacement Property at any time before the end of the Identification
Period and identify substitute Replacement Property in substitution of or addition to any Replacement Property
previously identified. Intermediary will consider an identification of Replacement Property revoked only if the
revocation is made in a written document signed by Exchanger and hand-delivered, sent by certified or registered mail,
overnight courier, or facsimile copied to Intermediary prior to the expiration of the Identification Period or the acquisition
of the Replacement Property, whichever is earlier.
VIII. ASSIGNMENT OF REPLACEMENT PROPERTY CONTRACT
1. Any Replacement Property Contract shall (a) contain in form reasonably satisfactory to Intermediary, an
appropriate exculpatory provision limiting Intermediary's liability in the event of any alleged breach to the forfeiture of
the earnest money previously deposited with Seller's agent for the purchase of the Replacement Property; and (b) provide
that no duty, obligation, representation or warranty of Intermediary hereunder shall survive the closing under the
Replacement Property Contract, except for representations and warranties as to corporate authority and as to dealings
with brokers. If any Replacement Property Contract requires Intermediary to execute a purchase money note or mortgage
or an assignment of any lease or leases of all or any portion of the Replacement Property, such note, mortgage, or
assignment shall contain an appropriate provision exculpating Intermediary and any disclosed or undisclosed principals
of Intermediary from personal liability under such note, mortgage, or assignment.
2. Exchanger agrees to assign to Intermediary, all of Exchanger's rights in any pending or future Replacement
Property Contract for the purchase of Replacement Property. Intermediary agrees to accept such assignment from
Exchanger, but not Exchanger's obligations under that Contract. The Replacement Property Contract is attached to this
Agreement as Exhibit "E".
3. If any Replacement Property shall consist of a leasehold interest in real property and the Replacement Property
Contract or the lease being assigned there under shall require an assumption of the tenant's obligations under such lease
in connection with an assignment of such interest, then, in such event any such lease shall provide that Intermediary shall
be released of all obligations of the tenant accruing from and after such assignment or, in lieu thereof, there shall be
delivered to Intermediary at the time of such assignment the agreement of any such lessor to the effect that Intermediary
shall be released of all obligations accruing there under from and after such assignment. If any Replacement Property
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Contract or transactions shall require Intermediary to execute a lease as lessor thereof, such lease shall provide that in the
event of any transfer or conveyance of title, the lessor of the lease shall be automatically freed and relieved, from and
after the date of such transfer or conveyance, of all personal liability as respects the performance of any covenants or
obligations on the party of lessor contained in the lease thereafter to be performed.
4. Exchanger represents that it will provide notice to Seller of the assignment of the Contract rights by Exchanger to
Intermediary, and that such notice will be given in writing on or before the date of the transfer of the Replacement
Property.
5. Said assignment, acceptance and Seller's acknowledgement of receipt of the notice shall be in a form as may be
acceptable to Intermediary. The assignment and acceptance of the Replacement Property Contract are attached to this
Agreement as Exhibit "F" and the notice and acknowledgement by Seller are attached to this Agreement as Exhibit
"F1".
IX. ACQUISITION AND TRANSFER OF REPLACEMENT PROPERTY
1. Provided one or more properties have been properly identified within the Identification Period, Intermediary shall
use its best efforts to acquire and transfer to Exchanger the Replacement Property so identified at such prices and upon
such other terms and conditions as have been pre-approved by Exchanger. The transfer to Exchanger of any such
Replacement Property must occur within the Exchange Period. Exchanger acknowledges that in connection with
Intermediary's acquisition of the Replacement Property, Intermediary shall have the right to disclose to Seller that
Intermediary is, and is acting only as, Exchanger's Intermediary. The Replacement Property shall be acquired with the
Exchange Funds, including any additional amounts deposited thereto by Exchanger, with any remaining Exchange Funds
then being held to acquire any other Replacement Property identified during the Identification Period.
2. In accordance with applicable IRS Regulations, Intermediary may provide a written direction to Seller to deliver
directly to Exchanger a deed conveying the Replacement Property to Exchanger in satisfaction of Intermediary's
obligations as assignee of the Contract. Intermediary's written direction to Seller to deliver the deed directly to
Exchanger is included in the Assignment and Acceptance of the Replacement Property Contract, attached as Exhibit "F"
and in Seller's acknowledgement, attached as Exhibit "F1".
X. DIRECT DEEDING
Notwithstanding any previously executed assignments as contemplated by this Agreement, the parties acknowledge
and agree that Intermediary may direct Exchanger to deliver directly to Purchaser a deed conveying the Relinquished
Property. Further, Intermediary may direct Seller to deliver directly to Exchanger a deed conveying the Replacement
Property, without the necessity of either the Relinquished Property or the Replacement Property being titled into the
name of Intermediary. Intermediary shall for purposes of this Exchange Agreement, be considered to have acquired the
Relinquished Property and transferred it to Purchaser and to have acquired the Replacement Property and transferred it to
Exchanger, all in accordance with applicable IRS Regulations.
XI. INDEMNIFICATION
1. If Intermediary shall make any advances or incur any expenses under this Agreement, the Relinquished Property
Contract or the Replacement Property Contract; or shall incur any expenses by reason of being a party to any litigation in
connection with or arising out of any of the terms and provisions of this Agreement, the Relinquished Property Contract
or the Replacement Property Contract; or if Intermediary shall be compelled to pay any money on account of this
Agreement, the Relinquished Property Contract or the Replacement Property Contract or otherwise, whether as a tax, or
for breach of contract, injury to person or property, or fines or penalties under any law including, without limitation,
under any federal, state or local law with respect to environmental matters or hazardous wastes, or otherwise, Exchanger
agrees to pay to Intermediary on demand, with interest at the Intermediary’s prime lending rate in effect on the date such
payments or advances are made by the Intermediary plus two percent (2%), the amount of all such advances or payments
made by Intermediary, plus all of Intermediary's out-of-pocket expenses and reasonable attorneys' fees. Exchanger’s
obligations hereunder shall include, without limitation, and whether foreseeable or unforeseen, all costs of any required
or necessary repair, cleanup or detoxification or decontamination of any of said Property or any improvements, and the
preparation and implementation of any closure, remedial action or other required plans in connection therewith, and these
obligations to indemnify Intermediary shall survive the transfer of any such Property or improvements to Intermediary’s
successor in interest. Intermediary shall not be required to pay any Exchange Funds or any part of the Exchange Funds
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until all of such expenses, payments, or advances made or incurred by Intermediary (including Intermediary's fees and
costs) shall have been paid, together with interest at the above stated rate, where required hereunder. Intermediary shall
not be obligated to pay any money under this Agreement, the Relinquished Property Contract or the Replacement
Property Contract to prosecute or defend any legal proceeding involving this Agreement, the Relinquished Property
Contract or the Replacement Property Contract unless it is furnished with sufficient funds or is indemnified by Exchanger
to Intermediary's satisfaction. Notwithstanding anything to the contrary contained in this Agreement, Intermediary shall
be under no obligation to disburse any part of the Exchange Funds if Intermediary reasonably determines that it may be
held accountable to any person or entity for any amount of money or for any other damages or remedies, including those
of an equitable nature, unless it shall elect to do so and is furnished with sufficient funds or is indemnified by Exchanger
to Intermediary's satisfaction.
2. Exchanger hereby agrees that Intermediary shall not be required to assume or bear any personal obligation or
liability in dealing with the Relinquished Property, the Replacement Property, the Relinquished Property Contract or the
Replacement Property Contract or to make itself liable for any damages, costs, expenses, fines or penalties relating to or
arising out of such properties or agreements. Intermediary shall not be liable for any loss, liability, expense or damage to
the Replacement Property occasioned by its acts or omission in good faith and in any event Intermediary shall be liable
only for its own willful misconduct or gross negligence, but not for errors of judgment. All contracts, agreements or
other instruments executed by Intermediary pursuant to this Agreement, the Relinquished Property Contract or the
Replacement Property Contract shall, as to Exchanger and any person claiming by, through or under Exchanger, be
deemed to include a provision exculpating Intermediary from any personal liability thereunder and limiting recourse to
the value of the Exchange Funds. Exchanger hereby agrees that Intermediary shall be held harmless and fully
indemnified by Exchanger for acting on behalf of Exchanger pursuant to the terms of this Agreement, the Relinquished
Property Contract or the Replacement Property Contract and this indemnity shall survive the end of the Exchange Period
and the termination of this Agreement. Exchanger's designation of Intermediary to act on Exchanger's behalf pursuant to
the terms of this Agreement is intended to conform to, and shall be construed in a manner consistent with, IRC Section
1031 and the Regulations thereunder. Exchanger shall contribute such additional funds to Intermediary as shall be
necessary to protect Intermediary from any of the aforesaid liabilities or to enable Intermediary to complete the
conveyances of the Relinquished Property and the Replacement Property.
3. Intermediary shall not be responsible or in default under this Agreement for any damages, losses, or expenses
incurred by Exchanger on account of Exchanger's failure to locate or negotiate for Replacement Property acceptable to it;
to borrow or locate funds to acquire the Replacement Property; the failure of any Replacement Property to qualify as
"like-kind" property as required by the IRC and Regulations, and the resulting tax consequences there from; or the failure
of the transaction to provide Exchangor the benefits of IRC Section 1031.
4. Exchanger is solely responsible for (i) all tax consequences arising out of this Agreement, the Relinquished
Property Contract and Replacement Property Contract, and (ii) monitoring the expiration of the Identification Period and
the Exchange Period.
5. Intermediary is not acting as tax advisor or legal counsel for Exchanger, Purchaser, Seller, or for any other party
connected with either this Agreement or the properties governed by this Agreement. Exchanger hereby represents to
Intermediary that it has obtained independent professional advice from an attorney (or other advisors), who has reviewed
this Agreement, regarding federal, state and local tax, legal and practical consequences of the transactions contemplated
by this Agreement, the Relinquished Property Contract and the Replacement Property Contract, and Exchanger
acknowledges and expressly agrees that Exchanger is not relying on any advice of Intermediary with respect to any of the
matters set forth in this Agreement or as described under IRC Section 1031.
6. Intermediary shall not be liable for the loss of any principal which is invested as part of the Exchange Funds, or
for the performance or lack of performance of those Exchange Funds, except for Intermediary's willful misconduct or
gross negligence.
7. The covenants and agreements contained in this Agreement, including, without limitation, any indemnities
contained herein shall survive the termination of this Agreement and the consummation of the transactions contemplated
hereby. All representations, warranties, covenants and agreements made herein or in any certificate or other document
furnished to a party hereto pursuant to or in anticipation of this Agreement shall be deemed to have been relied upon by
the party to whom such certificate or other document is furnished notwithstanding any investigation heretofore or
hereafter made, and shall continue in full force and effect as long as there remains unperformed any obligation hereunder.
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XII. NOTICES & STATEMENTS
1. Any notice or other communication required or permitted to be given pursuant to this Agreement shall be given
in writing and shall be deemed properly given or made when hand delivered, sent by certified or registered mail,
overnight courier, or facsimile copied, addressed as follows:
If to Exchanger*:
Name:
Address:
City, State, Zip:
Phone #: Fax #:
* To fulfill US Government PATRIOT Act requirements, please provide a photocopy of the state issued driver’s
license (front & back side) of each exchanger. If current driver’s license is unavailable, please provide another
form of photo identification that includes the current address of the exchanger.
Tax Identification Number (TIN) or (SSN):
IRS Form 1099 percentage to be allocated to above TIN: (%)
The number listed above is a: Individual/Sole Proprietor Corporation Partnership
Limited Liability Company or Partnership (LLC or LLP)
If to Intermediary:
DeKalb Office: Yorkville Office:
Castle Bank N.A. Castle Bank N.A.
Trust & Wealth Management Group Trust & Wealth Management Group
121 West Lincoln Highway 109 W. Veterans Parkway
DeKalb, Illinois 60115 Yorkville, Illinois 60560
Phone #: 815-758-7007 or Phone #: 630-553-6333 or
800-990-5714 x8018 800-990-5714 x7257
Fax #: 815-758-7008 Fax #: 630-553-5966
2. Either party may, by notice given in accordance with the provisions of this Article, designate any further or
different address to which a subsequent notice shall be sent.
3. Exchanger hereby certifies, under penalties of perjury, that his Name, Address, Phone Number and Tax
Identification Number shown above are true and correct.
4. USA PATRIOT ACT NOTICE: To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each
person (including business entities) who open an account. What this means to you: When you open an account, we will
ask for your name, home address, taxpayer identification number and other information that will allow us to identify you.
We may also ask to see (and copy) other identifying documents to help us fulfill the requirements of the ACT.
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XII. NOTICES & STATEMENTS-CONTINUED
If more than one exchanger is a party hereto, complete another page as necessary and inform Intermediary as to
how income earned shall be split for IRS Form 1099 purposes.
Additional Exchanger* (contact) information:
Name:
Address:
City, State, Zip:
Phone #: Fax #:
* To fulfill US Government PATRIOT Act requirements, please provide a photocopy of the state issued driver’s
license (front & back side) of each exchanger. If current driver’s license is unavailable, please provide another
form of photo identification that includes the current address of the exchanger.
Tax Identification Number (TIN) or (SSN):
IRS Form 1099 percentage to be allocated to above TIN: (%)
The number listed above is a: Individual/Sole Proprietor Corporation Partnership
Limited Liability Company or Partnership (LLC or LLP)
1. Either party may, by notice given in accordance with the provisions of this Article, designate any further or
different address to which a subsequent notice shall be sent.
2. Exchanger hereby certifies, under penalties of perjury, that his Name, Address, Phone Number and Tax
Identification Number shown above are true and correct.
3. USA PATRIOT ACT NOTICE: To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each
person (including business entities) who open an account. What this means to you: When you open an account, we will
ask for your name, home address, taxpayer identification number and other information that will allow us to identify you.
We may also ask to see (and copy) other identifying documents to help us fulfill the requirements of the ACT.
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XIII. MISCELLANEOUS
1. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
2. This Agreement and the rights, obligations and duties hereunder shall not be assigned or transferred by either
party without the prior written consent of the other. Notwithstanding the above, Intermediary may, at any time during the
term of this Agreement, resign by service of notice of such intention to Exchanger. Such notice shall become effective
ten days after service of such notice. Intermediary shall appoint at the time of such resignation a successor Intermediary,
provided the one so designated also qualifies as an "Intermediary" as that term is defined by the IRC and Regulations.
3. This Agreement shall be binding upon and inure to the benefit of the parties thereto and their respective heirs,
executors, administrators, successors and permitted assigns.
4. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one instrument.
5. Time is of the essence of this Agreement.
6. This Agreement may be amended only by an instrument in writing signed by the parties to the Agreement, and
constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision contained
herein shall be held invalid, such invalidity shall not affect any other provision hereof.
7. Each of the parties to this agreement shall hereafter execute and deliver such further instruments and do such
further acts and things as may be required or necessary to carry out the intent and purposes of this Agreement.
8. Exchanger agrees to pay Intermediary its fee, as stated in Castle Bank N.A.’s current fee schedule, at the time the
Exchange account is opened. If Exchanger elects not to pay the stated fee separately, when the account is opened, the
current fee will be deducted from the Exchange Funds immediately at its commencement. Intermediary may collect
outstanding fees or advancements that are more than 90 days in arrears through an off-set to any Castle Bank account
titled, in whole or in part, in the name of any Exchanger.
9. It is understood and agreed by Exchanger that Intermediary shall be under no obligation to execute or take
assignment of any contract, or to do any other act or thing contemplated by this Agreement, the Relinquished Property
Contract or the Replacement Property Contract, without, in each case, receiving a written instrument from Exchanger in
form and substance satisfactory to Intermediary, which written instrument shall contain such direction, releases,
representations, warranties and indemnities as Intermediary shall reasonably require.
10. Exchanger authorizes Intermediary to hold the Money Market Fund (or any other asset of the account) in the
name of the Intermediary, a nominee of the Intermediary, or a nominee of the depository used by the Intermediary
without disclosing this relationship. Exchanger also authorizes Intermediary to exercise in person or by proxy all rights,
options, privileges or any and all other powers available to Exchanger with respect to any security held in the account;
and to execute all instruments, required by any law or regulation for the collection of income. Intermediary may invest in
mutual funds and provide services to the fund company for which the intermediary may receive a fee (including 12b-1
fees).
11. Exchanger represents and warrants to Intermediary that Exchangor is duly authorized to enter into this
Agreement and to consummate the proposed transactions hereunder.
IN WITNESS WHEREOF, the parties hereto set their hands and seals on the day and year first above written.
CASTLE BANK N.A., not individually,
but as Qualified Intermediary
By:
Its:
Exchanger(s)*
* To fulfill US Government PATRIOT Act requirements, please provide a photocopy of the state issued driver’s
license (front & back side) of each exchanger. If current driver’s license is unavailable, please provide another
form of photo identification that includes the current address of the exchanger.
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EXHIBIT A
PROPERTY IDENTIFICATION NUMBER(S) (PIN):
LEGAL DESCRIPTION OF RELINQUISHED PROPERTY(IES):
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EXHIBIT B
RELINQUISHED PROPERTY CONTRACT
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EXHIBIT C
ASSIGNMENT AND ACCEPTANCE OF
RELINQUISHED PROPERTY CONTRACT
This agreement is entered into by and between
(hereinafter called Assignor);
and CASTLE BANK N.A., as Intermediary (hereinafter called Assignee);
WITNESSETH:
Whereas Assignor as Seller entered into that certain contract for the sale of Relinquished Property dated the day
of , , a copy of which is attached hereto as Exhibit "B" and is incorporated herein by this
reference; and
Whereas Assignor and Assignee have executed an Exchange Agreement in which Assignor has agreed to transfer the
property described in Exhibit "A" to Assignee in consideration of Assignee's promise to acquire suitable Replacement
Property and transfer same to Assignor; and
Whereas Assignee agrees to assume Assignor's benefits and perform Assignor's obligation to transfer the property
subject to the Exchange Agreement;
NOW, THEREFORE, the parties agree:
(1) Assignor hereby assigns to Assignee, Assignor's rights, title and interest (but not Assignor's obligations)
in the contract attached as Exhibit "B" for the sale of the Relinquished Property.
(2) Assignee hereby accepts said assignment and assumes Assignor's rights, title and interest (but not
Assignor's obligations) in the contract for the sale of the Relinquished Property.
(3) Assignee hereby requests and directs Assignor to deed directly to Purchaser the property subject to the
Exhibit "B" contract for the sale of the Relinquished Property.
IN WITNESS WHEREOF, the parties have executed this agreement as their free and voluntary act and deed, on the
date indicated under each signature.
ASSIGNOR: ASSIGNEE:
CASTLE BANK N.A.
AS INTERMEDIARY
BY:
ITS:
Date signed: Date signed:
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EXHIBIT C1
NOTICE AND ACKNOWLEDGEMENT OF
ASSIGNMENT OF RELINQUISHED PROPERTY CONTRACT
To: (Purchaser of Relinquished Property)
(Address)
(City, State, Zip)
(Phone Number)
You are hereby notified that all of the Seller's rights (but not the Seller's obligations) in the Contract for the
transfer of the Relinquished Property dated , which is attached hereto as Exhibit “B”, have
been assigned to Castle Bank N.A. in DeKalb, Illinois, under an Exchange Agreement between Exchanger and
Intermediary. You are also notified that pursuant to the Exchange Agreement, Intermediary has directed
Exchanger to deliver directly to you a deed conveying the Relinquished Property. By your signature, you hereby
acknowledge and consent to such Assignment and direction to convey. It is acknowledged and agreed by
Exchanger that your consent will in no way release or modify any of Exchanger's obligations to you which are
set forth in the Contract.
ASSIGNOR: ASSIGNEE:
CASTLE BANK, N.A.
AS INTERMEDIARY
BY:
ITS:
Receipt of this Notice of Assignment is acknowledged.
Date Purchaser(s) of Relinquished Property
THIS NOTIFICATION MUST BE DELIVERED TO & SIGNED BY
PURCHASER ON OR BEFORE RELINQUISHED PROPERTY CLOSING DATE.
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EXHIBIT D
IDENTIFICATION OF REPLACEMENT PROPERTY
TO: CASTLE BANK N.A., as Intermediary
Trust & Wealth Management Group
121 West Lincoln Highway
DeKalb, Illinois 60115
From: (Exchanger’s Name(s))
(Address)
(City, State, Zip)
(Phone Number)
Pursuant to that certain Exchange Agreement dated , by and between
Intermediary and Exchanger (the "Exchange Agreement"), Exchanger hereby identifies the following
property(ies) as Replacement Property (as defined in the Exchange Agreement):
1. Property located at or commonly known as:
.
2. Property located at or commonly known as:
.
3. Property located at or commonly known as:
.
The legal description and Property Identification Number (PIN #) of the Replacement Property(ies)
are attached hereto.
Date Exchanger(s)
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EXHIBIT E
REPLACEMENT PROPERTY CONTRACT
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EXHIBIT F
ASSIGNMENT AND ACCEPTANCE OF
REPLACEMENT PROPERTY CONTRACT
This agreement is entered into by and between
(hereinafter called Assignor);
and CASTLE BANK N.A. as Intermediary (hereinafter called Assignee);
WITNESSETH:
Whereas Assignor as Buyer entered into that certain contract for the purchase of Replacement Property
dated the day of , , a copy of which is attached hereto as Exhibit "E"; and
Whereas Assignor and Assignee have executed an Exchange Agreement in which Assignor, as Exchanger,
has agreed to transfer the property described in Exhibit "A" to Assignee, as Intermediary, in consideration of
Assignee's promise to acquire suitable Replacement Property as described in Exhibit "D" and transfer same to
Assignor; and
Whereas Assignee agrees to assume Assignor's benefits and perform Assignor's obligation to transfer the
property subject to the Exchange Agreement;
NOW, THEREFORE, the parties agree:
(1) Assignor hereby assigns to Assignee, Assignor's rights, title and interest (but not Assignor's
obligations) in the contract attached as Exhibit "E" for the purchase of the Replacement Property.
(2) Assignee hereby accepts such assignment and assumes the Assignor's rights, title and interest
(but not Assignor's obligations) in the contract for the purchase of the Replacement Property.
(3) Assignee hereby requests and directs Seller to deed directly to Assignor the property subject to
the Exhibit "E" contract for the purchase of the Replacement Property.
IN WITNESS WHEREOF, the parties have executed this agreement as their free and voluntary act and deed,
on the date indicated under each signature.
ASSIGNOR(S): ASSIGNEE:
CASTLE BANK N.A.
AS INTERMEDIARY
BY:
ITS:
Date signed: Date signed:
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EXHIBIT F1
NOTICE AND ACKNOWLEDGEMENT OF
ASSIGNMENT OF REPLACEMENT PROPERTY CONTRACT
To: (Seller(s) of Replacement Property)
(Address)
(City, State, Zip)
(Phone Number)
You are hereby notified that all of the Buyer's rights (but not the Buyer's obligations) in the Contract for the
transfer of the Replacement Property dated , which is attached hereto as Exhibit
“E”, have been assigned to Castle Bank N.A. in DeKalb, Illinois, under an Exchange Agreement between
Exchanger and Intermediary. You are also notified that pursuant to the Exchange Agreement, Intermediary has
directed you to deliver directly to Exchanger, a deed conveying the Replacement Property. By your signature,
you hereby acknowledge and consent to such Assignment and direction to convey. It is acknowledged and
agreed by Exchanger that your consent will in no way release or modify any of Exchanger's obligations to you
which are set forth in the Contract.
ASSIGNOR(S): ASSIGNEE:
CASTLE BANK N.A.
AS INTERMEDIARY
BY:
ITS:
Receipt of this Notice of Assignment is acknowledged.
Date Seller(s) of Replacement Property
THIS NOTIFICATION MUST BE DELIVERED TO & SIGNED BY
SELLER ON OR BEFORE REPLACEMENT PROPERTY CLOSING DATE.
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DISBURSEMENT REQUEST AUTHORIZATION
Date:
Exchange Account No: Exchange Name:
You are hereby authorized and directed to make disbursement of funds in the exchange trust account for the uses and purposes and
to the payee as hereafter described.
Reason for Disbursement: Earnest Money Deposit
Replacement Property Acquisition
Balance due owner – Exchange Completed
Balance due owner – Exchange Failed
Other:
Identified property for which disbursement is to be made:
Disbursement Amount: $
Date disbursement is needed:
I. DISBURSEMENT BY CHECK
Please provide the following information:
Payable to whom:
Address of recipient:
Phone number of recipient: ( )
Delivery method Mail; Messenger; Overnight; Hold for pickup
II. DISBURSEMENT BY WIRE TRANSFER
Please provide the following information:
ABA Number: Account Name:
Name of Bank: Account No.:
Address of Bank: Account Address:
Authorized Signature(s) (all owners/exchangers must sign):
Printed Name: Printed Name:
Signature: Signature:
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