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10.11. Exchange. Each party to this Agreement(the"Cooperating Party") <br /> agrees upon the request of the other party(the"Exchanger")to cooperate with Exchanger <br /> in consummating this transaction as an exchange pursuant to Internal Revenue Code <br /> Section 1031, in accordance'with the following: <br /> (a).The Cooperating Party shall incur no additional liability or <br /> financial obligation as a consequence of the Exchanger's exchange. <br /> (b).Any such exchange shal l in no way increase the amount of <br /> monies which the Cooperating Party is obligated to pay under the provisions of this <br /> Agreement. <br /> (c),The Cooperating Party shall not be required to take title to <br /> any other real property. <br /> (d).The Exchanger shall indemnify and hold the Cooperating <br /> Party harmless from any and'all liabilities,claims, losses, or expenses which the <br /> Cooperating Party incurs, or to which the Cooperating Party may be exposed (but to the <br /> extent actually incurred), as'a result of the Cooperating Party's participation in any such <br /> exchange, including, but not limited to,reasonable attorney's fees and other costs of <br /> defense. <br /> 10.1?. Time of the Essence. Time is of the essence of this Agreement. <br /> 10.13. Counterparts. This Agreement and all amendments and <br /> supplements to it may be executed in counterparts, and all counterparts together shall be <br /> construed as one document. <br /> 10.14. Cooperation, Seller and. Buyer agree to execute such additional <br /> documents and take such actions as may be reasonable and necessary to carry out the <br /> provisions of this Agreement. <br /> 515303/02 <br /> 19 <br />