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1428 Lake Shore Drive <br />Casselbeny, FL 32707 <br />Tel: <br />4.15. FIRPTA - Right to Withhold. Seller agrees that Buyer may deduct and withhold <br />from the Purchase Price provided in Article II hereof, a tax in the amount of ten percent (10%) of the <br />amount realized (as that term is used in Section 1445(a) of the Internal Revenue Code) by Seller <br />pursuant to this Contract, except upon the occurrence of either (A) or (B) below: <br />(A) At or prior to Closing, Seller provides to Buyer a Certificate ofNon-Foreign <br />Status or a Non-USRPHC Statement described in and complying with Section 1445(b)(2) or <br />(3) ofthe Internal Revenue Code of 1986, as amended (the "Code") (all references to Section <br />or the Code include any successor provisions thereto and any Treasury Regulations <br />promulgated in connection thereto) and Buyer has no knowledge or notice that such <br />Certificate or Statement is false; or <br />(B) At or prior to Closing, Buyer received a withholding certificate described in <br />Temp. Treas. Reg. Section 1.1445-3T or Rev. Proc. 85-41. <br />Buyer agrees that any amount deducted and withheld pursuant to this Section shall be remitted <br />to the Internal Revenue Service in accordance with Section 1445 of the Code and the Regulations <br />thereunder. <br />4.16. Right of Inspection. During the term of this Contract, Buyer, its agents, employees <br />and representatives, may have access to the Property at all reasonable times subsequent to the <br />Effective Date of this Contract with the right, at Buyer's expense, to inspect the Property and to <br />conduct all tests and borings thereon as Buyer, its licensed engineers, surveyors and the like shall <br />deem reasonably necessary or desirable to fulfill the tests and investigations contemplated by the <br />Contract. Any entry on or to the Property by Buyer or its authorized representatives pursuant to the <br />provisions hereof shall be at the risk of Buyer, and Buyer hereby indemnifies, protects, and holds <br />Seller harmless and agrees to defend Seller from and against any and all claims, demands, losses, <br />damages, and liabilities (including but not limited to personal injury and property damage claims and <br />mechanics' or other liens), together with related costs and expenses, including reasonable attorney fees <br />and litigation costs, caused by BLryer or Buyers' agents on or to the Property. In addition, Buyer shall <br />keep the Property free from any liens which could arise as a result of the exercise by Buyer of any of <br />its rights hereunder. Each party shall keep confidential the results of all financial statements, reports <br />or other information provided to or generated by the other party and will not disclose any such <br />information to any person other than: (i) those employed by Buyer or Seller, respectively; (ii) those <br />who are actively and directly participating in the evaluation ofthe Property and the negotiation in the <br />evaluation of the Property and the negotiation and execution of this Contract or financing of the <br />purchase of the Property; (iii) govermnental, administrative, regulatory or judicial authorities with <br />respect to the investigation ofthe compliance ofthe Property with applicable legal requirements; and <br />(iv) as required by law or court order; provided, however, that the party required to disclose by law or <br />court order shall immediately give the other party notice in order to enable the other party to seek a <br />5 <br />