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1 <br /> EXHIBIT"D" <br /> FORM OF ASSIGNMENT OF RIGHTS <br /> ASSIGNMENT OF RIGHTS UNDER AGREEMENT REGARDING OPTION TO ACQUIRE FEE PARCEL <br /> • AND REGARDING CROSSING LICENSES <br /> THIS AGREEMENT REGARDING OPTION TO ACQUIRE FEE PARCEL AND REGARDING CROSSING <br /> LICENSES (this"Assignment") is entered into between BNSF Railway Company("Exchangor")and Goldfinch Exchange <br /> Company LLC, a Delaware limited liability company ("Intermediary")on , 20_ <br /> Exchangor, as Buyer, entered into that certain Temporary Occupancy Permit,Option to Purchase Fee Parcel and <br /> Grant of Option for Crossing License Agreement, dated ,with ("Seller"). The <br /> agreement, together with any and all amendments thereof(collectively the"Agreement"), is incorporated herein by this <br /> reference. Exchangor and Intermediary have executed a Master Exchange Agreement dated December_10, 2009, under <br /> which Intermediary will acquire the subject property of the Agreement(the"Replacement Property"), described on Exhibit <br /> A, and transfer it to Exchangor. This Assignment is part of and supplements the Master Exchange Agreement, and as <br /> required thereunder, Exchangor shall assign its rights under the Agreement to Intermediary to effect the exchange. <br /> - NOW, THEREFORE,the parties agree: <br /> Exchangor hereby assigns its rights, but not its obligations, in the Agreement to Intermediary and this assignment <br /> shall be effective immediately prior to the acquisition of the Replacement Property from Seller. All representations and <br /> warranties in the Agreement shall survive this Assignment to Intermediary. Intermediary hereby accepts this assignment. <br /> As allowed by Treasury Regulation§1.1031(k)-1(g)(4)(v), Seller shall deed the Replacement Property directly tb <br /> Exchangor. <br /> This Assignment is binding upon and shall inure to the benefit of the respective heirs, successors, and assigns of <br /> Exchangor and Intermediary. <br /> IN WITNESS WHEREOF, the parties have executed this Assignment as their free and voluntary act and deed, on the <br /> date indicated above. Signatures may be in counterpart. <br /> EXCHANGOR: INTERMEDIARY: <br /> BNSF Railway Company Goldfinch Exchange Company LLC, a Delaware <br /> limited liability company <br /> By: 1031 Services, Inc., a Washington corporation, <br /> Manager <br /> By: <br /> • <br /> Its: <br /> By: <Record Manager> <br /> Exchange Coordinator <br /> • <br /> 11 <br /> 513321259 1 5 <br />