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JUDGMENT BEAR UPON THE PROPERTY AND ITS VALUE AND SUITABILITY FOR
<br />BUYER'S PURPOSES. BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR
<br />WITH THE OWNERSHIP AND OPERATION OF REAL ESTATE SIMILAR TO THE
<br />PROPERTY AND THAT BUYER HAS OR WILL HAVE ADEQUATE OPPORTUNITY TO
<br />COMPLETE ALL PHYSICAL AND FINANCIAL EXAMINATIONS RELATING TO THE
<br />ACQUISITION OF THE PROPERTY HEREUNDER IT DEEMS NECESSARY, AND WILL
<br />ACQUIRE THE SAME SOLELY ON THE BASIS OF AND IN RELIANCE UPON SUCH
<br />EXAMINATIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY THE
<br />OWNER'S POLICY AND NOT ON ANY INFORMATION PROVIDED OR TO BE
<br />PROVIDED BY SELLER (OTHER THAN AS EXPRESSLY PROVIDED HEREIN).
<br />EXCEPT AS TO MATTERS SPECIFICALLY SET FORTH IN THIS AGREEMENT,
<br />BUYER WILL ACQUIRE THE PROPERTY SOLELY ON THE BASIS OF ITS OWN
<br />PHYSICAL AND FINANCIAL EXAMINATIONS, REVIEWS AND INSPECTIONS AND
<br />THE TITLE INSURANCE PROTECTION AFFORDED BY THE OWNER'S POLICY.
<br />38. INDEMNIFICATION. Buyer agrees to fully defend, indemnify and hold Seller,
<br />harmless from and against all demands, claims, civil or criminal actions or causes of action,
<br />liens, assessments, civil or criminal penalties or fines, losses, damages, liabilities, obligations,
<br />costs, disbursements, expenses or fees of any kind or of any nature which may at any time after
<br />the Closing of this Transaction be imposed upon, incurred by or asserted or awarded related to or
<br />resulting from the presence, of any Hazardous Substance on, in or about the Property after the
<br />Closing including: (i) any acts of omissions of Buyer, its Agents, employees or contractors at, on
<br />or about the Property which contaminate air, soils, surface waters or ground waters over, on or
<br />under the Property; (ii) the breach by Buyer of any representation or warranty under this
<br />Agreement; (iii) pursuant to or in connection with the application of any Environmental Law, to
<br />the acts or omissions of Buyer and any environmental damage alleged to have been caused, in
<br />whole or in part, by the manufacture, processing, distribution, use, handling, transportation,
<br />treatment, storage or disposal of any Hazardous Substance by Buyer; or (iv) the presence of any
<br />Hazardous Substance on, in or about the Property occurring after the Closing of the Transaction.
<br />The term "Hazardous Substance" means: (i) any substance or material determined to be toxic, a
<br />pollutant or contaminant, under Federal, State or local statute, law, ordinance, rule or regulation
<br />or judicial or administrative order or decision, as the same may be amended from time to time,
<br />including but not limited to petroleum and petroleum products as defined in Section 376.301 (10),
<br />Florida Statutes, as the same may be amended from time to time; (ii) asbestos; (iii) radon; (iv)
<br />polychlorinated biphenyls (PCBs); and (v) such other materials, substances or waste which are
<br />otherwise dangerous, hazardous, harmful or deleterious to human health and safety or the
<br />environment.
<br />39. SECTION 1031 EXCHANGE. Seller and Buyer agree to cooperate with each other
<br />in closing the sale of the Property as a like -kind exchange under Section 1031 of the
<br />Internal Revenue Code (the "Code") if requested. Such cooperation shall include, without
<br />limitation, the substitution by either of an intermediary (the "Intermediary").
<br />IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
<br />entered below and the respective signatories of the parties whose signatures appear below hereby
<br />warrant and represent that they have been and are on the date of execution of this Agreement
<br />duly authorized to execute this Agreement on behalf of and bind their respective party.
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