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Addendum to Abatement Hearing - March 15, 2012
ADDENDUM DANIA BEACH CITY COMMISSION ABATEMENT HEARING THURSDAY, MARCH 15, 2012 — 6:00 P.M. ANY PERSON WHO DECIDES TO APPEAL ANY DECISION MADE WITH REGARD TO ANY MATTER CONSIDERED AT THIS MEETING OR HEARING WILL NEED A RECORD OF THE PROCEEDING, AND FOR SUCH PURPOSE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDING IS MADE WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. LOBBYIST REGISTRATION REQUIRED. REGISTRATION AS A LOBBYIST IN THE CITY OF DANIA BEACH IS REQUIRED IF ANY PERSON,FIRM OR CORPORATION IS BEING PAID TO LOBBY THE COMMISSION ON ANY PETITION OR ISSUE PURSUANT TO ORDINANCE # 01-93. REGISTRATION FORMS ARE AVAILABLE IN THE CITY CLERK'S OFFICE IN THE ADMINISTRATION CENTER. IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT, PERSONS NEEDING ASSISTANCE TO PARTICIPATE IN ANY OF THESE PROCEEDINGS SHOULD CONTACT THE CITY CLERK'S OFFICE, 100 W. DANIA BEACH BOULEVARD,DANIA BEACH,FL 33004,(954)924-6800 EXTENSION 3624,AT LEAST 48 HOURS PRIOR TO THE MEETING. IN CONSIDERATION OF OTHERS,WE ASK THAT YOU: A. PLEASE TURN CELL PHONES OFF,OR PLACE ON VIBRATE. IF YOU MUST MAKE A CALL,PLEASE STEP OUT INTO THE ATRIUM,IN ORDER NOT TO INTERRUPT THE MEETING. B. IF YOU MUST SPEAK TO SOMEONE IN THE AUDIENCE, PLEASE SPEAK SOFTLY OR GO OUT INTO THE ATRIUM, IN ORDER NOT TO INTERRUPT THE MEETING. 3. ABATEMENT REQUESTS 3.8 Proposed Settlement Agreement between the City and Wells Fargo Bank for release of a code enforcement lien (09-1823) against property at 509 NW 3Td Terrace and the City's purchase of the property for$5,000.00 MEMORANDUM TO: Tom Ansbro,Esq. FROM: Tim Ryan,Esq. DATE: March 13,2012 RE: 509 Northwest 3 Terrace,Dania Beach Attached is a proposed Settlement Agreement between the City and Wells Fargo Bank for release of a code enforcement lien(09-1823)against property at 509 Northwest 3 Terrace and the City's purchase of the property for$5,000. The subject property is a duplex which Wells Fargo acquired ownership by a Certificate of Tile in a mortgage foreclosure action on March 15,2011. The City cited the property for four code violations which consisted of: l. Broken windows and doors; 2. Open electrical sockets and exposed wiring; 3. A doorway closed without building and zoning approval; and 4. A doorway closed without the required permits. Wells Fargo agreed to transfer the property title to the City for $5,000 as stated in the Settlement Agreement,the Contract for Sale and Purchase and the Addendum to Purchase and Sale Agreement. The violations on the property have not been corrected and have accrued at$200 per day since February 16, 2010. The property owner originally took title by Certificate of Title on August 18, 2009, but the foreclosure court vacated the first Certificate of Title. The subsequent Certificate of Title was entered effective March 15, 2011. The property has a tax assessed value of$93,060 and the owner is transferring the property with marketable title free and clear of outstanding encumbrances. Please schedule the Settlement Agreement for discussion and consideration at the next available City Commission meeting. L:Wngie\Misc*emo=&=to Tom Ansbro 509 NW 3 Twwe.wpd SETTLEMENT AGREEMENT AND GENERAL RELEASE This Settlement Agreement and General Release (hereafter"Agreement'D dated October 2012 061 is made.and entered into by and between the City of Dania Beach, a Florida municipal corporation(hereafter"City")with its principal address at 100 WestDania Beach Boulevard,Dania Beach, Florida 33004 and Wells Fargo Bank, NA, as trustee ABFC 2005-HE2 Trust, (hereafter "Wells Fargo")whose address is 4708 Mercantile Drive North;Fort Worth,TX 76137. WHEREAS, Wells Fargo obtained a Certificate of Title to the subject property on August 18,2009 and a second Certificate of Title dated March 15, 2011,in a mortgage foreclosure action filed by Wells Fargo. The subject property is located at 509 NW 31 Terrace,Dania Beach,and is legally described as follows: Lots 40 and 41,.Block "A', of Hansen and Nelson Subdivision, according to the Plat thereof,.as recorded in Plat Book 3,Page 76,of the Public Records of Dade County,Florida;Said lands situate,lying and being in Broward County,Florida. Property.ID 5042 34 06 0230 (hereafter referred to`as"subj ect property"); and WHEREAS, the City filed a.municipal code enforcement action against Wells Fargo, the owner of record of the subject property,in Dania Beach Code Enforcement Case Number 09-1823, and the Dania Beach Code Compliance Special Magistrate rendered a Final Order and a Supplemental Order Claim of Lien against Vells Fargo and the subject property, which were recorded on May 17,2011 in OR Book 47922,Page 1704,Broward County Records;and WHEREAS,the Dania Beach Code Compliance Special Magistrate has authorized the City to foreclose the City's code enforcement lien in the amount of$122,200 as of October 20,2011 and accruing$200 per diem thereafter, and WHEREAS,the City and Wells Fargo agree that the City will forego foreclosure ofthe City's Page 1 of 4 code enforcement lien against Wells Fargo,and Wells Fargo will convey the subject property to the City subject to the terms of this Agreement; NOW THEREFORE, in consideration of the mutual Germs, conditions, promises and covenants herein set forth,the City and Wells Fargo agree as follows: 1. The above recitals are true and correct. 2. Wells Fargo agrees to sell the subject property to the City for$5,000,and Wells Fargo shall transfer title by Special Warranty Deed conveying the subject property to the City.Wells Fargo shall convey marketable title to the City and pay Seller's closing costs including title search expense, 2012 prorated OW real estate taxes,and the state documentary stamp tax on the transfer. 3. The real estate transaction shall be closed and the deed and possession delivered within thirty(30)days after the Dania Beach City Commission approves this Agreement.Within ten (10)days from the date of closing,the City shall release the.code enforcement lien against Wells Fargo and the subject property by recording a Satisfaction and Release of Municipal Lien in the public records of Broward County,Florida. 4. The parties shall each be responsible for their own attorney's fees and costs in the litigation without any claim or demand by one party against the other party. 5. Each party agrees,in the future,at no cost or expehk to the other,to execute any and all documents necessary to effectuate this Agreement and the transfer of the subject property. The party requesting such papers must prepare the documents. 6. This Agreement contains the entire understanding of the parties, and there are no representations,warranties,covenants or undertakings other than those expressly set forth herein. No changes or additions to this Agreement shall be effective unless made in writing specifically referring to this Agreement and signed by the parties. Page 2 of 4 7. This Agreement shall be deemed to be made and entered into in the State of Florida, and shall in all respects be interpreted,enforced-and governed under the laws ofthe State of Florida. In the event of any dispute concerning this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its attorney's fees and costs. 8. The parties enter into this Agreement for the sole purpose of resolving any and all claims against each other, and to avoid the burden, expense, delay and uncertainties of litigation. This Agreement shall not in any way be construed as an admission by any party of any wrongdoing. 9. If any.provision of this Agreement is.held to be invalid or unenforceable, all other provisions shall continue in full force and effect. 10. :.:'Subject to the terms of the Agreement,the parties waive and discharge any claim or demand it may have against one another relating to the subject property, its agents, attorneys, successors.andassigns for any matters arising out of the City's code enforcement actions related:to the subject property. .11. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not for or against the drafter of this Agreement. 12. �In signing this Agreement,the parties expressly warrant that they have read and fully understand it. The parties acknowledge that they have had a reasonable opportunity to 'review this Agreement with legal counsel. The parties acknowledge that this Agreement is voluntary and no one is making or forcing either party to enter into it. 13. This settlement agreement and release contains the entire Agreement between the parties and the terms of this agreement are contractual and not a mere recital. 14. This Agreement is subject to approval by the City Commission of the City of Dania Beach.If the City Commission does not approve this Agreement,then it shall be deemed null and void. Page 3 of 4 IN WITNESS WHEREOF,the parties have made and executed this.Agreement on the. respective date noted for each party. WITNESSES: Wells Fargo Bank,NA Witness: By. ..... Printed Name: Title: Print Name: Witness: ♦ tj'r Printed Name: STATE OF ) COUNTY OF ) 2012 The forgoing instrument was acknowledged before me this day of October,m'*A*by the of Wells Fargo Bank,NA,who provided as identification and who did not take an oath. Notary Public, State of Florida My Commission Expires: WITNESSES: CITY OF DANIA BEACH,a Florida municipal corporation Witness: By: Printed Name: Patricia Flury,Mayor-Commissioner Witness: Printed Name: STATE OF FLORIDA ) COUNTY OF BROWARD ) The forgoing instrument was acknowledged before me this day of October,2011,by Patricia Flury,Mayor-Commissioner of the CITY OF DANIA BEACH,who is personally known to me and who did not take an oath. Notary Public, State of Florida My Commission Expires: Page 4 of 4 "AS IS" Residential Contract For Sale And Purchase THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR " 11 pea tors s 1- PARTIES: wells rargo Hank NA, as trustee, ABrC 2005 HE-2 ("Seller'), 2- and City of Dania Beach, a rlorida municipal corporation ("Buyer'), 3 agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal 4 Property (collectively "Property") pursuant to the terms and conditions of this AS IS Residential Contract For Sale s And Purchase and any riders and addenda ("Contract'): 6 1, PROPERTY DESCRIPTION: 7' (a)Street address, city, Zip: 509 NW 3RD TER Dania 33004 a• (b)Property is located in: Broward County,Florida.Real Property Tax ID No: 504234060230 9' (c) Legal description of the Real Property:FIANggN & NELSON SUB 3-76 D LOT 40,41 BLK A 10' 11 together with all existing improvements and fixtures, including built-in appliances, built-in furnishings and 12 attached wall-to-wall carpeting and flooring ("Real Property") unless specifically excluded below. 13 (d)Personal Property: The following items owned by Seller and existing on the Property as of the date 14 of the initial offer are included in the purchase ("Personal Property"): (i) range(s)/oven(s), dishwasher(s), 15 disposal, ceiling fan(s), intercom, light fixtures, rods, draperies and other window treatments, garage door 1e openers, and security gate and other access devices; and (ii) those additional items checked below. If 17- additional details are necessary, specify below. If left blank,the item below Is not included: ❑Refrigerator(s) ❑Smoke detector(s) ❑Pool barrier/fence ❑Storage shed ❑Microwave oven ❑ Security system ❑Pool equipment ❑TV antenna/satellite dish ❑Washer ❑Window/wall a/c ❑Pool heater ❑Water softener/purifier ❑Dryer ❑Generator ❑Spa or hot tub with heater ❑Storm shutters and ❑Stand-alone ice maker ❑Above ground pool panels 1a The only other items of Personal Property included in this purchase, and any additional details regarding 19' Personal Property, if necessary,are:No personal property transferred with dead 20' 21 Personal Property is included in the Purchase Price, has no contributory value, and shall be left for the Buyer. 22' (e)The following items are excluded from the purchase: 23' 24' 2. PURCHASE PRICE (U.S. currency):......................................................................... $ 5,000.00 25' (a)Initial deposit to be held in escrow in the amount of (checks subject to COLLECTION) $ 0.00 26 The initial deposit made payable and delivered to"Escrow Agent'named below 27. (CHECK ONE):❑ accompanies offer or❑ is to be made upon acceptance(Effective Date) 28' or❑ is to be made within (if blank,then 3)days after Effective Date 29' Escrow Agent Information: Name: 30' Address: Phone: 31' E-mail: Fax: 32' (b)Additional deposit to be delivered to Escrow Agent within (if blank,then 3) 33' days after Effective Date........................................................................................$ 34 (All deposits paid or agreed to be paid,are collectively referred to as the"Deposit') 35• (c)Financing:Express as a dollar amount or percentage("Loan Amount")see Paragraph 8......... 3e' (d)Other: ......$ 37 (e)Balance to close(not including Buyer's closing costs, prepaids and prorations) by wire 39' transfer or other COLLECTED funds.........................................................................$ 5000 39 NOTE: For the definition of"COLLECTION"or"COLLECTED"see STANDARD S. 4o 3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE: 41' (a)If not signed by Buyer and Seller, and an executed copy delivered to all parties on or before 42' this offer shall be deemed withdrawn and the Deposit, if any, will be returned to Buyer. 43 Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the day the 44 counter-offer is delivered. 45 (b)The effective date of this Contract will be the date when the last one of the Buyer and Seller has signed or 45 initialed this offer or final counter-offer("Effective Date'). 47 4. CLOSING DATE: Unless modified by other provisions of this Contract, the closing of this transaction shall occur 48 and the closing documents required to be furnished by each party pursuant to this Contract shall be delivered 49' ("Closing")on 04/18/11 ("Closing Date"), at the time established by the Closing Agent. Buyer's Initials Page 1 of 10 Seller's Initials FloridaRealtors/FloridaBar-ASIS-1 Rev.8/10 02010 Florida Reaftors®and The Florida Bar. All rights reserved. This software is licensed to (Mr. David Thomas - Riverview Realty Inc] www.transactioW*sk.com. /= so 6. EXTENSION OF CLOSING DATE: 51 (a)If Closing funds from Buyer's lender(s) are not available at time of Closing due to Truth In Lending Act (TILA) 52 notice requirements, Closing shall be extended for such period necessary to satisfy TILA notice requirements, 53 not to exceed 7 days. 54 (b)If extreme weather or other condition or event constituting "Force Majeure" (see STANDARD G) causes: 55 (i) disruption of utilities or other services essential for Closing, or (ii) Hazard, Wind, Flood or Homeowners' 56 insurance, to become unavailable prior to Closing, Closing will be extended a reasonable time up to 3 days 57 after restoration of utilities and other services essential to Closing, and availability of applicable Hazard, Wind, 58 Flood or Homeowners' insurance. If restoration of such utilities or services and availability of insurance has not 69• occurred within (if left blank, 14) days after Closing Date, then either party may terminate this 60 Contract by delivering written notice to the other party, and Buyer shall be refunded the Deposit, thereby 61 releasing Buyer and Seller from all further obligations under this Contract. 62 6. OCCUPANCY AND POSSESSION: Unless otherwise stated herein, Seller shall at Closing, have removed all 63 personal items and trash from the Property and shall deliver occupancy and possession, along with all keys, 64 garage door openers, access devices and codes, as applicable, to Buyer. If Property is intended to be rented or 55 occupied beyond Closing, the fact and terms thereof and the tenant(s) or occupants shall be disclosed pursuant 66 to STANDARD D. If occupancy is to be delivered before Closing, Buyer assumes all risks of loss to Property from 67 date of occupancy, shall be responsible and liable for maintenance from that date, and shall be deemed to have se accepted Property in its existing condition as of time of taking occupancy. 69- 7. ASSIGNABILITY: (CHECK ONE) Buyer ❑ may assign and thereby be released from any further liability 70• under this Contract; ❑ may assign but not be released from liability under this Contract; or ❑ may not assign 71 this Contract. 72 FINANCING 73 &FINANCING: 74' ® (a)Buyer will pay cash or may obtain a loan for the purchase of the Property. There is no financing 75 contingency to Buyer's obligation to close. 76* ❑ (b)This Contract is contingent upon Buyer obtaining a written loan commitment for a ❑ conventional ❑ FHA 77• ❑ VA loan on the following terms within (if blank, then 30) days after Effective Date ("Loan 78' Commitment Date") for: (CHECK ONE): ❑ fixed, ❑ adjustable, ❑ fixed or adjustable rate loan in 79• the principal amount of$ or % of the Purchase Price, at an initial interest rate so* not to exceed % (if blank, then prevailing rate based upon Buyer's creditworthiness), and for a 81• term of years("Financing"). 82• Buyer will make mortgage loan application for the Financing within (if blank, then 5) days after 93 Effective Date and use good faith and diligent effort to obtain a written loan commitment for the Financing 84 ("Loan Commitment") and close this Contract. Buyer shall keep Seller and Broker fully informed about 85 the status of mortgage loan application and Loan Commitment and authorizes Buyer's mortgage broker and 86 Buyer's lender to disclose such status and progress to Seller and Broker. 87 If Buyer does not receive Loan Commitment, then Buyer may terminate this Contract by delivering written as notice to Seller, and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all 89 further obligations under this Contract. 90 If Buyer does not deliver written notice to Seller of receipt of Loan Commitment or Buyer's written waiver of 91 this financing contingency, then after Loan Commitment Date Seller may terminate this Contract by 92 delivering written notice to Buyer and the Deposit shall be refunded to Buyer, thereby releasing Buyer and 93 Seller from all further obligations under this Contract. 94 If Buyer delivers written notice of receipt of Loan Commitment to Seller and this Contract does not 95 thereafter close, the Deposit shall be paid to Seller unless failure to close is due to: (1) Seller's default; 96 (2) Property related conditions of the Loan Commitment have not been met (except when such conditions 97 are waived by other provisions of this Contract); (3)appraisal of the Property obtained by Buyer's lender is 9a insufficient to meet terms of the Loan Commitment; or(4) the loan is not funded due to financial failure of 99 Buyer's lender, in which event(s)the Deposit shall be returned to Buyer, thereby releasing Buyer and Seller 100 from all further obligations under this Contract. 101- ❑ (c) Assumption of existing mortgage(see rider for terms). 102' ❑ (d)Purchase money note and mortgage to Seller(see riders; addenda; or special clauses for terms). Buyer's Initials Page 2 of 10 Seller's Initials FloridaRealtors/FloridaBar-ASIS1 Rev.6110®2010 Florida RealtorsO and The Florida Bar. All rights reserved. This software is licensed to [W. David Thmas - itiv*rview Asalty Inc) www.transactiondsak.com. r 103 CLOSING COSTS, FEES AND CHARGES 104 9. CLOSING COSTS;TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS: 105• (a)COSTS TO BE PAID BY SELLER: • Documentary stamp taxes and surtax on deed, if any • HOA/Condominium Association estoppel fees •Owner's Policy and Charges(if Paragraph 9(c)(i) is checked) - Recording and other fees needed to cure title •Title search charges (if Paragraph 9(c)(iii)is checked) • Seller's attorneys'fees •Other, N/A 106 If, prior to Closing, Seller is unable to meet the AS IS Maintenance Requirement as required by Paragraph 11 107 a sum equal to 125% of estimated cost to meet the AS IS Maintenance Requirement shall be escrowed at Ica Closing. If actual costs to meet the AS IS Maintenance Requirement exceed escrowed amount, Seller shall 109 pay such actual costs.Any unused portion of escrowed amount shall be returned to Seller. 110• (b)COSTS TO BE PAID BY BUYER: •Taxes and recording fees on notes and mortgages •Loan expenses • Recording fees for deed and financing statements •Appraisal fees •Owner's Policy and Charges(if Paragraph 9(c)(ii)is checked) •Buyer's Inspections •Survey(and elevation certification, if required) • Buyer's attorneys'fees • Lender's title policy and endorsements •All property related insurance •HOA/Condominium Association application/transfer fees •Other: 111• (c)TITLE EVIDENCE AND INSURANCE: At least (if blank, then 5) days prior to Closing Date, a title 112 insurance commitment issued by a Florida licensed title insurer, with legible copies of instruments listed as 113 exceptions attached thereto ("Title Commitment') and, after Closing, an owner's policy of title insurance (see 114 STANDARD A for terms) shall be obtained and delivered to Buyer, If Seller has an owner's policy of title 115 insurance covering the Real Property, a copy shall be furnished to Buyer and Closing Agent within 5 days after 116 Effective Date. The owner's title policy premium and charges for owner's policy endorsements, title search, 117 and closing services (collectively, "Owner's Policy and Charges") shall be paid, as set forth below 118 (CHECK ONE): 119• ❑ (i) Seller will designate Closing Agent and pay for Owner's Policy and Charges (but not including charges 120 for closing services related to Buyer's lender's policy and endorsements and loan closing, which amounts 121 shall be paid by Buyer to Closing Agent or such other provider(s)as Buyer may select); or 122• ❑ (ii) Buyer will designate Closing Agent and pay for Owner's Policy and Charges and charges for closing 123 services related to Buyer's lender's policy, endorsements, and loan closing; or 124' ® (iii) [MIAMI-DADE/BROWARD REGIONAL PROVISION]: Seller will furnish a copy of a prior owner's policy 125 of title insurance or other evidence of title and pay fees for: (A)a continuation or update of such title evidence, 126 which is acceptable to Buyer's title insurance underwriter for reissue of coverage; (B) tax search; and 127 (C) municipal lien search. Buyer shall obtain and pay for post-Closing continuation and premium for Buyer's 128 owner's policy, and if applicable, Buyer's lender's policy. Seller shall not be obligated to pay more than 129• $ (if blank, $200.00)for abstract continuation or title search ordered or performed by Closing 130 Agent. 131 (d)SURVEY: At least 5 days prior to Closing, Buyer may, at Buyer's expense, have the Real Property surveyed 132 and certified by a registered Florida surveyor ("Survey"). If Seller has a survey covering the Real Property, a 133 copy shall be furnished to Buyer and Closing Agent within 5 days after Effective Date. 134* (e)HOME WARRANTY: At Closing, ❑ Buyer ❑ Seller ® N/A will pay for a home warranty plan issued by 136• at a cost not to exceed $ . A home 136 warranty plan provides for repair or replacement of many of a home's mechanical systems and major built-in 137 appliances in the event of breakdown due to normal wear and tear during the agreement's warranty period. 138 (f) SPECIAL ASSESSMENTS: At Closing, Seller will pay: (i) the full amount of liens imposed by a public body 139 ("public body'does not include a Condominium or Homeowner's Association)that are certified, confirmed and 140 ratified before Closing; and (ii) the amount of the public body's most recent estimate or assessment for an 141 improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being 142 imposed on the Property before Closing. Buyer will pay all other assessments. If special assessments may 143 be paid in Installments(CHECK ONE): 144• ❑ (a) Seller shall pay installments due prior to Closing and Buyer shall pay installments due after 145 Closing.Installments prepaid or due for the year of Closing shall be prorated. 146• ❑ (b) Seller shall pay the assessment(s)in full prior to or at the time of Closing. 147 IF NEITHER BOX IS CHECKED,THEN OPTION (a)SHALL BE DEEMED SELECTED. 148 This Paragraph 9(f) shall not apply to a special benefit tax lien imposed by a community development district 149 (CDD) pursuant to Chapter 190 F.S.which lien shall be treated as an ad valorem tax and prorated pursuant to 150 STANDARD K. Buyer's Initials Page 3 of 10 Seller's Initials FloridaRealtors/Flo6daBar-ASIS-1 Rev.6110®2010 Florida Reaftors®and The Florida Bar. All rights reserved. This software is licensed to Utr- David Tboms - Riverview Realty inci www.transactiondesk.con. �' 151 DISCLOSURES 152 10. DISCLOSURES: 153 (a)RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in 154 sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that 155 exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding 156 radon and radon testing may be obtained from your county health department. 157 (b)PERMITS DISCLOSURE: Except as may have been disclosed by Seller to Buyer in a written disclosure, 158 Seller does not know of any improvements made to the Property which were made without required 159 permits or made pursuant to permits which have not been properly closed. 160 (c)MOLD: Mold is naturally occurring and may cause health risks or damage to property. if Buyer is concerned or 161 desires additional information regarding mold, Buyer should contact an appropriate professional. 162 (d)FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood 163 zone the Property is in, whether flood insurance is required by Buyer's lender, and what restrictions apply to 164 improving the Property and rebuilding in the event of casualty. If Property is in a"Special Flood Hazard Area" 165 or "Coastal High Hazard Area" and finished floor elevation is below minimum flood elevation, Buyer may 166 terminate this Contract by delivering written notice to Seller within 20 days after Effective Date, failing which 167 Buyer accepts existing elevation of buildings and flood zone designation of Property. 168 (e)ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy-Efficiency Rating Information Brochure 169 required by Section 553.996, F.S. 170 (f) LEAD-BASED PAINT: If Property includes pre-1978 residential housing, a lead-based paint rider is 171 mandatory. 172 (g)HOMEOWNERS' ASSOCIATION/COMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS 173 CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' 174 ASSOCIATION/COMMUNITY DISCLOSURE, IF APPLICABLE. 175 (h)PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT 176 PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED 177 TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY 178 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER 179 PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE 180 COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION. lei (i) TAX WITHHOLDING: If Seller is a"foreign person"as defined by the Foreign Investment in Real Property Tax 182 Act("FIRPTA"), Buyer and Seller will comply with FIRPTA,which may require Seller to provide additional cash 1e3 at Closing. 184 (j) SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which are 1a5 not readily observable and which have not been disclosed to Buyer.Except as stated in the preceding sentence 186 or otherwise disclosed in writing: (1) Seller has received no written or verbal notice from any governmental 187 entity or agency as to a currently uncorrected building, environmental or safety code violation; and (2) Seller 188 extends and intends no warranty and makes no representation of any type, either express or implied, as to the 189 physical condition or history of the Property. 120 PROPERTY MAINTENANCE,CONDITION,INSPECTIONS AND EXAMINATIONS 191 11. PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, Seller shall maintain the 192 Property, including, but not limited to, lawn, shrubbery, and pool, in the condition existing as of Effective Date 193 ("AS IS Maintenance Requirement"). 194 12. PROPERTY INSPECTION; RIGHT TO CANCEL: 195• (a)PROPERTY INSPECTIONS AND RIGHT TO CANCEL: Buyer shall have 0 (if blank, 15) days from 126 Effective Date ("Inspection Period") within which to have such Inspections of the Property performed 197 as Buyer shall desire during the Inspection Period.N Buyer determines,In Buyer's sole discretion, that 198 the Property is not acceptable to Buyer, Buyer may terminate this Contract by delivering written notice 199 of such election to Seller prior to expiration of Inspection Period If Buyer timely terminates this 200 Contract, the Deposit paid shall be Immediately returned to Buyer, thereupon, Buyer and Seller shall 201 be released of all further obligations under this Contract; however, Buyer shall be responsible for 202 prompt payment for such inspections, for repair of damage to, and restoration of, the Property 203 resulting from such Inspections, and shall provide Seller with paid receipts for all work done on the 204 Property(the preceding provision shall survive termination of this Contract). Unless Buyer exercises 205 the right to terminate granted herein, Buyer accepts the physical condition of the Property and any 206 violation of governmental,building, environmental,and safety codes, restrictions, or requirements, but 207 subject to Seller's continuing AS IS Maintenance Requirement, and Buyer shall be responsible for any Zoe and all repairs and improvements required by Buyer's tender. Buyer's Initials Page 4 of 10 Seller's Initials FloridaRealtors/FlorideBar-ASIS-1 Rev.6110©2010 Florida Reaftors®and The Florida Bar. All rights reserved. This software is licensed to (Mr. David Thomas - Riverview Malty Zacl www.transactiondesk.com. / s Zoe (b)WALK-THROUGH INSPECTION/RE4NSPECTION: On the day prior to Closing Date, or on Closing Date prior 210 to time of Closing, as specified by Buyer, Buyer or Buyer's representative may perform a walk-through (and 211 follow-up walk-through, if necessary) inspection of the Property solely to confirm that all items of Personal 212 Property are on the Property and to verify that Seller has maintained the Property as required by the AS 1S 213 Maintenance Requirement and has met all other contractual obligations. 214 (c)SELLER ASSISTANCE AND COOPERATION IN CLOSE-OUT OF BUILDING PERMITS: If Buyer's 216 inspection of the Property identifies open or needed building permits, then Seller shall promptly deliver to 216 Buyer all plans, written documentation or other information in Seller's possession, knowledge, or control 217 relating to improvements to the Property which are the subject of such open or needed Permits, and shall 218 promptly cooperate in good faith with Buyer's efforts to obtain estimates of repairs or other work necessary to 219 resolve such Permit issues. Seller's obligation to cooperate shall include Seller's execution of necessar y 220 authorizations, consents, or other documents necessary for Buyer to conduct inspections and have estimates 221 of such repairs or work prepared, but in fulfilling such obligation, Seller shall not be required to expend, or 222 become obligated to expend,any money. 223 (d)ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyer's option and 224 cost, Seller will, at Closing, assign all assignable repair, treatment and maintenance contracts and warranties 225 to Buyer. 226 ESCROW AGENT AND BROKER 227 13. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively "Agent") receiving the Deposit, other funds 226 and other items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow 229 within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions 230 of this Contract. Failure of funds to become COLLECTED shall not excuse Buyer's performance. When conflicting 231 demands for the Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent 232 may take such actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent's duties 233 or liabilities under this Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow 234 until the parties agree to its disbursement or until a final judgment of a court of competent jurisdiction shall 235 determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction 236 of the dispute. An attorney who represents a party and also acts as Agent may represent such party in such 237 action. Upon notifying all parties concerned of such action, all liability on the part of Agent shall fully terminate, 238 except to the extent of accounting for any items previously delivered out of escrow. If a licensed real estate 239 broker, Agent will comply with provisions of Chapter 475, F.S., as amended and FREC rules to timely resolve 240 escrow disputes through mediation, arbitration, interpleader or an escrow disbursement order. 241 Any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, 242 or in any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable 243 attorney's fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent. 244 Agent shall not be liable to any party or person for mis-delivery of any escrowed items, unless such mis-delivery is 245 due to Agent's willful breach of this Contract or Agent's gross negligence. This Paragraph 13 shall survive Closing 246 or termination of this Contract. 247 14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify Property condition, 248 square footage, and all other facts and representations made pursuant to this Contract and to consult appropriate 249 professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property 250 and the transaction contemplated by this Contract. Broker represents to Buyer that Broker does not reside on the 251 Property and that all representations (oral, written or otherwise)by Broker are based on Seller representations or 252 public records. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND 253 GOVERNMENTAL AGENCIES FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND 254 FACTS THAT MATERIALLY AFFECT PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL, 255 WRITTEN OR OTHERWISE) OF BROKER. Buyer and Seller (individually, the "Indemnifying Party") each 256 individually indemnifies, holds harmless, and releases Broker and Broker's officers, directors, agents and 257 employees from all liability for loss or damage, including all costs and expenses, and reasonable attorney's fees 256 at all levels, suffered or incurred by Broker and Broker's officers, directors, agents and employees in connection 259 with or arising from claims, demands or causes of action instituted by Buyer or Seiler based on: (i) inaccuracy of 260 information provided by the Indemnifying Party or from public records; (ii)Indemnifying Party's misstatement(s)or 261 failure to perform contractual obligations; (iii) Broker's performance, at Indemnifying Party's request, of any task 262 beyond the scope of services regulated by Chapter 475, F.S., as amended, including Broker's referral, 263 recommendation or retention of any vendor for, or on behalf of, Indemnifying Party; (iv) products or services 264 provided by any such vendor for, or on behalf of, Indemnifying Party; and (v) expenses incurred by any such 265 vendor. Buyer and Seller each assumes full responsibility for selecting and compensating their respective vendors 2" and paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will not 267 relieve Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14, Buyer's Initials Page 5 of 10 Seller's Initials FloridaReaftors/FloddaBar-ASIS-1 Rev.6110®2010 Florida Realtors®and The Florida Bar. Al rights reserved. This software is licensed to [Mr. David Thames - Riverview Realty Ina) www.transaationdeak.aom. 266 Broker will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this 269 Contract. 270 DEFAULT AND DISPUTE RESOLUTION 271 15.DEFAULT: 272 (a)BUYER DEFAULT: If Buyer falls, neglects or refuses to perform Buyer's obligations under this Contract, 273 including payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the 274 Deposit for the account of Seller as agreed upon liquidated damages, consideration for execution of this 275 Contract, and in full settlement of any claims, whereupon Buyer and Seller shall be relieved from all further 276 obligations under this Contract, or Seller, at Seller's option, may, pursuant to Paragraph 16, proceed in equity 277 to enforce Seller's rights under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon 278 default by Buyer, shall be split equally between Listing Broker and Cooperating Broker; provided however, 270 Cooperating Broker's share shall not be greater than the commission amount Listing Broker had agreed to pay 260 to Cooperating Broker. 2e1 (b)SELLER DEFAULT: If for any reason other than failure of Seller to make Seller's title marketable after 282 reasonable diligent effort, Seller fails, neglects or refuses to perform Seller's obligations under this Contract, 263 Buyer may elect to receive return of Buyer's Deposit without thereby waiving any action for damages resulting 254 from Seller's breach, and, pursuant to Paragraph 16, may seek to recover such damages or seek specific 265 performance.This Paragraph 15 shall survive Closing or termination of this Contract. 266 16. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and 287 Seller arising out of, or relating to, this Contract or its breach, enforcement or interpretation ("Dispute") will be 26e settled as follows: 289 (a)Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to 29a resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under 291 Paragraph 16(b). 292 (b)Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida 293 Rules for Certified and Court-Appointed Mediators and Chapter 44, F.S., as amended (the"Mediation Rules'). 294 The mediator must be certified or must have experience in the real estate industry. Injunctive relief may be 295 sought without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16 296 may be resolved by instituting action in the appropriate court having jurisdiction of the matter.This Paragraph 16 297 shall survive Closing or termination of this Contract. 298 17. ATTORNEY'S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted 299 by this Contract, and each party will pay their own costs, expenses and fees, including attorney's fees, incurred in 300 conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to 301 recover from the non-prevailing party costs and fees, including reasonable attorney's fees, incurred in conducting 302 the litigation. This Paragraph 17 shall survive Closing or termination of this Contract. 303 STANDARDS FOR REAL ESTATE TRANSACTIONS("STANDARDS") 304 18. STANDARDS: dos A. TITLE: 306 (i) TITLE EVIDENCE; RESTRICTIONS; EASEMENTS; LIMITATIONS: Within the time period provided in 307 Paragraph 9(c), the Title Commitment, with legible copies of instruments listed as exceptions attached thereto, shall 30a be issued and delivered to Buyer. The Title Commitment shall set forth those matters to be discharged by Seller at or 3o9 before Closing and shall provide that, upon recording of the deed to Buyer, an owner's policy of title insurance in the 310 amount of the Purchase Price, shall be issued to Buyer insuring Buyer's marketable title to the Real Property, 311 subject only to the following matters: (a) comprehensive land use plans, zoning, and other land use restrictions, 312 prohibitions and requirements imposed by governmental authority; (b) restrictions and matters appearing on the Plat 313 or otherwise common to the subdivision; (c) outstanding oil, gas and mineral rights of record without right of entry; 314 (d) unplatted public utility easements of record (located contiguous to real property lines and not more than 10 feet in 31s width as to rear or front lines and 7 1/2 feet in width as to side lines); (a) taxes for year of Closing and subsequent 31e years; and (f) assumed mortgages and purchase money mortgages, if any (if additional items, attach addendum); 317 provided, that none prevent use of the Property for RESIDENTIAL PURPOSES. If there exists at Closing any 316 violation of items identified in (b) - (f) above, then the same shall be deemed a title defect. Marketable title shall be 319 determined according to applicable Title Standards adopted by authority of The Florida Bar and in accordance with 320 law. 321 (ii) TITLE EXAMINATION: Buyer shall have 5 days after receipt of Title Commitment to examine it and notify 322 Seller in writing specifying defect(s), if any, that render title unmarketable. If Setter provides Title Commitment and it 323 is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after 324 date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days ("Cure Period") 325 after receipt of Buyer's notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Sae Buyer shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will Buyer's Initials Page 6 of 10 Seller's Initials Floddalleallors/FlorldaBar-ASIS.1 Rev.6110 O 2010 Florida Realtors®and The Florida Bar. All rights reserved. This software is licensed to [Mr. David Thomas - Riverview Realty xno] www.transactiondesk.cos. 327 STANDARDS FOR REAL ESTATE TRANSACTIONS(CONTINUED) 32s deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer's attorney) and the parties will 329 close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer's receipt of Seller's 33o notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of 331 Cure Period, deliver written notice to Seller: (a)extending Cure Period for a specified period not to exceed 120 days 332 within which Seller shall continue to use reasonable diligent effort to remove or cure the defects ("Extended Cure 333 Period"); or(b)electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date 334 has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer's receipt of Seller's notice), or 335 (c) electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from 336 all further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, 337 and Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 338 thereby releasing Buyer and Seller from all further obligations under this Contract. 339 B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon 34o encroach on setback lines, easements, or lands of others; or violate any restrictions, covenants, or applicable 341 governmental regulations described in STANDARD A(i)(a), (b)or(d) above, Buyer shall deliver written notice of such 342 matters, together with a copy of Survey, to Seller within 5 days after Buyer's receipt of Survey, but no later than 343 Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and Survey 344 shall constitute a We defect, subject to cure obligations of STANDARD A above. If Seller has delivered a prior 345 survey, Seller shall, at Buyer's request, execute an affidavit of "no change" to the Real Property since the 346 preparation of such prior survey,to the extent the affirmations therein are true and correct. 347 C. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and title to 349 the Real Property is insurable in accordance with STANDARD A without exception for lack of legal right of access. 349 D. LEASES: Seller shall, within 5 days after Inspection Period, furnish to Buyer copies of all written leases and 35o estoppel letters from each tenant specifying nature and duration of tenant's occupancy, rental rates, advanced rent 351 and security deposits paid by tenant, and income and expense statements for preceding 12 months ("Lease 352 Information'). If Seller is unable to obtain estoppel letters from tenant(s), the same information shall be furnished by 353 Seller to Buyer within that time period in the form of a Seller's affidavit, and Buyer may thereafter contact tenant(s) 354 to confirm such information. If terms of the lease(s) differ materially from Seller's representations, Buyer may deliver 355 written notice to Seller within 5 days after receipt of Lease Information, but no later than 5 days prior to Closing 356 Date, terminating this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all 357 further obligations under this Contract. Seller shall, at Closing, deliver and assign all original leases to Buyer who 358 shall assume Seller's obligation thereunder. 359 E. LIENS: Seller shall furnish to Buyer at Closing an affidavit attesting; (i) to the absence of any financing 36o statement, claims of lien or potential lienors known to Seller, and (ii)that there have been no improvements or repairs 361 to the Real Property for 90 days immediately preceding Closing Date. If the Real Property has been improved or 362 repaired within that time, Seller shall deliver releases or waivers of construction liens executed by all general 363 contractors, subcontractors, suppliers and materialmen in addition to Seller's lien affidavit setting forth names of all 364 such general contractors, subcontractors, suppliers and materialmen, further affirming that all charges for 365 Improvements or repairs which could serve as a basis for a construction lien or a claim for damages have been paid 366 or will be paid at Closing. 367 F. TIME: Calendar days shall be used in computing time periods. Any time periods provided for in this Contract 388 which shall end on a Saturday, Sunday, or a national legal holiday (see 5 U.S.C. 6103) shall extend to 5:00 p.m. 369 (where the Property is located)of the next business day. Time is of the essence in this Contract. 370 G. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be 371 liable to each other for damages so long as performance or non-performance of the obligation is delayed, caused or 372 prevented by Force Majeure. "Force Majeure" means: hurricanes, earthquakes, floods, fire, acts of God, unusual 373 transportation delays, wars, insurrections, acts of terrorism, and any other cause not reasonably within control of 374 Buyer or Seller, and which, by exercise of reasonable diligent effort, the non-performing party is unable in whole or in 375 part to prevent or overcome. All time periods, including Closing Date, will be extended for the period that the Force 376 Majeure prevents performance under this Contract, provided, however, If such Force Majeure continues to prevent 377 performance under this Contract more than 14 days beyond Closing Date, then either party may terminate this 378 Contract by delivering written notice to the other and the Deposit shall be refunded to Buyer, thereby releasing Buyer 379 and Seller from all further obligations under this Contract. 3so H. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee's, 381 personal representative's, or guardian's deed, as appropriate to the status of Seiler, subject only to matters described 382 in STANDARD A and those accepted by Buyer. Personal Property shall, at request of Buyer, be transferred by 383 absolute bill of sale with warranty of title,subject only to such matters as may be provided for in this Contract. 3a4 I. CLOSING LOCATION; DOCUMENTS;AND PROCEDURE: 385 (i) LOCATION: Closing will take place in the county where the Real Property is located at the office of the 386 attorney or other closing agent ("Closing Agent') designated by the party paying for the owner's policy of title Buyer's initials Page 7 of 10 Seller's Initials FloddaRealtors/FloddaBor-ASIS-1 Rev.6110 02010 Florida Reaflors®and The Florida Bar. All rights reserved. This software is licensed to [Mr. David Thoms - Riverview Realty Inc] mm.transactiondesk.com. 397 STANDARDS FOR REAL ESTATE TRANSACTIONS(CONTINUED) Sea insurance, or, if no title insurance, designated by Seller. Closing may be conducted by mail or electronic means. 3e9 (ii) CLOSING DOCUMENTS: At Closing, Seller shall furnish and pay for, as applicable, deed, bill of sale, 390 certificate of title, construction lien affidavit, owners possession affidavit, assignments of leases, and corrective 391 instruments. Seller shall provide Buyer with paid receipts for all work done on the Property pursuant to this Contract. 392 Buyer shall fumish and pay for, as applicable, mortgage, mortgage note, security agreement, financing statements, 393 survey, base elevation certification, and other documents required by Buyer's lender. 394 (iii) PROCEDURE: The deed shall be recorded upon COLLECTION of all closing funds. If the Title 395 Commitment provides insurance against adverse matters pursuant to Section 627.7841, F.S., as amended, the 396 escrow closing procedure required by STANDARD J shall be waived, and Closing Agent shall, subject to 397 COLLECTION of all closing funds, disburse at Closing the brokerage fees to Broker and the net sale proceeds to 39e Seller. 399 J. ESCROW CLOSING PROCEDURE: If Title Commitment issued pursuant to Paragraph 9(c) does not provide 400 for insurance against adverse matters as permitted under Section 627.7841, F.S., as amended, the following escrow 401 and closing procedures shall apply: (1)all Closing proceeds shall be held in escrow by the Closing Agent for a period 402 of not more than 10 days after Closing; (2) if Seller's title is rendered unmarketable, through no fault of Buyer, Buyer 403 shall, within the 10 day period, notify Seller in writing of the defect and Seller shall have 30 days from date of receipt 404 of such notification to cure the defect; (3) if Seller fails to timely cure the defect, the Deposit and all Closing funds 405 paid by Buyer shall, within 5 days after written demand by Buyer, be refunded to Buyer and, simultaneously with 40e such repayment, Buyer shall return the Personal Property, vacate the Real Property and re-convey the Property to 407 Seller by special warranty deed and bill of sale; and (4) if Buyer fails to make timely demand for refund of the 4oa Deposit, Buyer shall take title as is, waiving all rights against Seller as to any intervening defect except as may be 4o9 available to Buyer by virtue of warranties contained in the deed or bill of sale. 410 K. PRORATIONS; CREDITS: The following recurring items will be made current (if applicable) and prorated as of 411 the day prior to Closing Date, or date of occupancy if occupancy occurs before Closing Date: real estate taxes 412 (including special benefit tax assessments imposed by a CDD), interest, bonds, association fees, insurance, rents 413 and other expenses of Property. Buyer shall have option of taking over existing policies of insurance, if assumable, in 414 which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by 415 prorations to be made through day prior to Closing. Advance rent and security deposits, if any, will be credited to 416 Buyer. Escrow deposits held by Seller's mortgagee will be paid to Seller. Taxes shall be prorated based on current 417 year's tax with due allowance made for maximum allowable discount, homestead and other exemptions. If Closing 41e occurs on a date when current years millage is not fixed but current year's assessment is available, taxes will be 419 prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then 420 taxes will be prorated on prior year's tax. If there are completed improvements on the Real Property by January list of 421 year of Closing, which improvements were not in existence on January 1st of prior year, then taxes shall be prorated 422 based upon prior year's millage and at an equitable assessment to be agreed upon between the parties,failing which, 423 request shall be made to the County Property Appraiser for an informal assessment taking into account available 424 exemptions. A tax proration based on an estimate shall, at either party's request, be readjusted upon receipt of 425 current year's tax bill. This STANDARD K shall survive Closing. 426 L. ACCESS TO PROPERTY TO CONDUCT APPRAISALS, INSPECTIONS, AND WALK-THROUGH: Seller 427 shall, upon reasonable notice, provide utilities service and access to Property for appraisals and inspections, 42e including a walk-through (or follow-up walk-through if necessary)prior to Closing. 429 M. RISK OF LOSS: If, after Effective Date, but before Closing, Property is damaged by fire or other casualty 430 ('Casualty Loss") and cost of restoration (which shall include cost of pruning or removing damaged trees) does not 431 exceed 1.5% of Purchase Price, cost of restoration shall be an obligation of Seller and Closing shall proceed 432 pursuant to terms of this Contract. If restoration is not completed as of Closing, a sum equal to 125% of estimated 433 cost to complete restoration (not to exceed 1.5% of Purchase Price), will be escrowed at Closing. If actual cost of 434 restoration exceeds escrowed amount, Seller shall pay such actual costs (but, not in excess of 1.5% of Purchase 435 Price). Any unused portion of escrowed amount shall be returned to Seller. If cost of restoration exceeds 1.5% of 436 Purchase Price, Buyer shall elect to either take Property "as is" together with the 1.5%, or receive a refund of the 437 Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. Seller's sole obligation 438 with respect to tree damage by casualty or other natural occurrence shall be cost of pruning or removal. 439 N. 1031 EXCHANGE: If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneous with 44o Closing or deferred) under Section 1031 of the Internal Revenue Code ("Exchange"), the other party shall cooperate 441 in all reasonable respects to effectuate the Exchange, including execution of documents; provided, however, 442 cooperating party shall incur no liability or expense related to the Exchange, and Closing shall not be contingent 443 upon, nor extended or delayed by, such Exchange. 444 O. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; COPIES: Neither this Contract nor any 445 notice of it shall be recorded in any public records. This Contract shall be binding on, and inure to the benefit of, the 4o parties and their respective heirs or successors in interest. Whenever the context permits, singular shall include plural Buyer's Initials Page 8 of 10 Seller's Initials FloddaRealtors/FloridaBar-ASIS-1 Rev.6/10®2010 Florida Realtors®and The Florida Bar. All rights reserved. This softrars is licensed to (ad:. David Thows - Riv"Viw Realty Inc) wr.traosactioadaak.con. 447 STANDARDS FOR REAL ESTATE TRANSACTIONS(CONTINUED) 448 and one gender shall include all. Notice and delivery given by or to the attorney or broker(including such broker's real 449 estate licensee) representing any party shall be as effective as if given by or to that party. All notices must be in 450 writing and may be made by mail, personal delivery or electronic (including "pdf") media. A legible facsimile or 451 electronic(including"pdf")copy of this Contract and any signatures hereon shall be considered for all purposes as an 452 original. 453 P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and agreement 454 of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or 4ss representations shall be binding upon Buyer or Seller unless included in this Contract. No modification to or change 456 in this Contract shall be valid or binding upon Buyer or Seller unless in writing and executed by the parties intended 457 to be bound by it. 458 0. WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance of, any provision of this 459 Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other provisions or 4so rights. 4s1 R. RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda, and typewritten 462 or handwritten provisions shall control all printed provisions of this Contract in conflict with them. 463 S. COLLECTION or COLLECTED: ,COLLECTION,,or,,COLLECTED,, means any checks tendered or received, 464 including Deposits, have become actually and finally collected and deposited in the account of Escrow Agent 465 or Closing Agent. Closing and disbursement of funds and delivery of Closing documents may be delayed by 466 Closing Agent until such amounts have been COLLECTED in Closing Agents accounts. 467 T. LOAN COMMITMENT: "Loan Commitment" means a statement by the lender setting forth the terms and 468 conditions upon which the lender is willing to make a particular mortgage loan to a particular borrower. 469 U. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the State of 47o Florida and venue for resolution of all disputes,whether by mediation, arbitration or litigation, shall lie in the county in 471 which the Real Property is located. 472 X. BUYER WAIVER OF CLAIMS: Buyer waives any claims against Seller and, to the extent permitted by 473 law, against any real estate licensee involved in the negotiation of this Contract, for any defects or other 474 damage that may exist at Closing of this Contract and be subsequently discovered by the Buyer or anyone 475 claiming by, through, under or against the Buyer. 476 ADDENDA AND ADDITIONAL TERMS 477 19. ADDENDA: The following additional terms are included in the attached addenda and incorporated into this 478' Contract(Check if applicable): ❑A. Condominium Assn. ❑ L. RESERVED ❑ R. Rezoning ❑Y. Seller's Attorney ❑ B. Homeowners'Assn. ❑ S. Lease Purchase/ Approval ❑ C. Seller Financing ❑ M.Defective Drywall Lease Option ❑Z. Buyer's Attorney ❑ D. Mortgage Assumption ❑ N. Coastal Construction ❑T. Pre-Closing Approval ❑ E. FHA/VA Financing Control Line Occupancy ❑AA. Licensee-Personal ❑ F. Appraisal Contingency ❑O. Insulation Disclosure ❑ U. Post-Closing Interest in Property ❑ G. Short Sale ❑ P. Pre-1978 Housing Occupancy ❑ BB. Binding Arbitration ❑ H. Homeowners' Insurance Statement(Lead ❑ V. Sale of Buyer's ® Other Dacia (1 I. FIRPTA Based Paint) Property Settleawnt Aaree=nt ❑ J. Interest-Bearing Acct. ❑Q.Housing for Older ❑W.Back-up Contract ❑ K. RESERVED Persons ❑X. Kick-out Clause 479' 20. ADDITIONAL TERMS: 480'1) No Seller concessions, Sold "as is, Where ism 6 42'a) Seller will pay due taxes of at time of closing and the outstanding 483.utility balance at time of closing and will not be responsible for any 464'other liens/fines. 465' 3)Seller, Buyer and Broker agree that Buyer shall not pay any 486'compensation to the listing and cooperating Brokers in this transaction 487' 488' 489' 490' 491' 492' 493' Buyer's Initials Page 9 of 10 Seller's Initials FloridaReshors/FloridaBar-ASIS-1 Rev.6/10 O 2010 Florida Realtors®and The Florida Bar. All rights reserved. This software in licensed to [ar. David Thomas - Riverview Asalty Inc] www.transactiondesk.aos. /m 484 COUNTER-OFFER/REJECTION 495' ❑ Seller counters Buyer's offer(to accept the counter-offer, Buyer must sign or initial the counter-offered terms and 495 deliver a copy of the acceptance to Seller). 497' ❑ Seller rejects Buyer's offer. 49a THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT.IF NOT FULLY UNDERSTOOD,SEEK THE ADVICE 499 OF AN ATTORNEY PRIOR TO SIGNING. Soo THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR. sot Approval of this form by the Florida Realtors and The Florida Bar does not constitute an opinion that any of the terms sot and conditions in this Contract should be accepted by the parties in a particular transaction. Terms and conditions 503 should be negotiated based upon the respective interests, objectives and bargaining positions of all interested 504 persons. sos AN ASTERISK(')FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK TO 506 BE COMPLETED. sor Buyer: Date: 50E' Buyer: Date: 509' Seller: Date: 51o' Seller: Date: s11 Buyer's address for purposes of notice Seller's address for purposes of notice 512' 513' 514' 515 BROKER: Listing and Cooperating Brokers, if any, named below (collectively, *Broker"), are the only Brokers entitled 51s to compensation in connection with this Contract. Instruction to Closing Agent: Seller and Buyer direct Closing Agent w to disburse at Closing the full amount of the brokerage fees as specified in separate brokerage 51s agreements with the parties and cooperative agreements between the Brokers, except to the extent Broker has 519 retained such fees from the escrowed funds. This Contract shall not modify any MLS or other offer of compensation 520 made by Seller or Listing Broker to Cooperating Brokers. 521' David Thomas David Thomas 522 Cooperating Sales Associate,if any Listing Sales Associate 523' Riverview Realty Inc Riverview Realty Inc 524 Cooperating Broker, if any Listing Broker Page 10 of FloridaRealtars/Floridaear-ASis-1 Rev.6/10®2010 Florida ReaHors®and The1Fllorida Bar. All rights reserved. This software is licensed to [Mr. David Thong . Riverview Realty Inc) w".traasactiondesk.eos. I7rlfS Saxon Addendum to Purchase and Sale Agreement THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL,TAX, OR OTHER PROFESSIONAL COUNSEL BEFORE SIGNING. This Addendum to Purchase and Sale Agreement("Addendum") amends, modifies, revises, and is incorporated for all purposes into the proposed purchase and sale agreement or contract (together with any attachments or addenda thereto, "Contract") dated 14-24-" between _Saxon Mortgage Services,Inc.,Power of Attorney for Wells Fargo Bank, N.A.,as Trustee for ABFC 2005-HE2 TRUST- purchase of the following described real property ("Transaction") located in BROWARD County, FL ,otherwise known as 509 NW 3 TER DANIA FL 33004 (together with any improvements thereon "Property"). Seller and Buyer agree as follows: • PRICE: The"Purchase Price"shall be$_5,000.00_. "Earnest Money" in the amount of$ 0 is due upon Buyer's acceptance of this Addendum and is to be deposited with Title Partners-Florida in a separate trust account. Earnest Money shall be in a form acceptable to Seller, including certified funds, cashiers and tellers checks,and money orders;cash is unacceptable. Within fifteen (15)days from the execution of this Addendum by Seller, the Earnest Money shall become non-refundable. In the event the Contract or this Addendum provides for the release of the Earnest Money to Seller, execution of this Addendum by Buyer will serve as a written release, and the only release necessary,for the escrow company or closing agent to immediately release the Earnest Money as such to Seller. • SELLER CONCESSIONS: Closing Costs(not to exceed): $ 0 Seller-paid Repairs(see below): $ 0 Buyer's Initials Seller's Initials Page 1 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at info@eauator.com or by telephone at(310)469-9500.®2010,Equator,U.C.All Rights Reserved. Lender Required Repairs: $ 0 Homeowners Warranty Amount: $ 0 Other: 0 $ 0 If Seller has agreed to pay for the cost of any repairs ("Seller-paid Repairs"), such costs will be paid by Seller to the Contractors directly via the HUD-1 Settlement Statement as a disbursement of Seller's Funds at Settlement. In the event Closing does not occur, Buyer will be responsible for any costs Buyer has incurred in connection with this Contract. Closing costs paid by Seller will be paid at Closing and must be based on actual,specified closing costs. At Closing,Seller shall pay for the following treatments and repairs,if any • CLOSING: The Closing shall be on or before _4/18/2012_ ( "Closing Date"). Seller's "Closing Agent" will be Title Partners-Florida TIME IS OF THE ESSENCE IN THIS CONTRACT. IN THE EVENT ANY PROVISION OF THIS ADDENDUM CONFLICT IN WHOLE OR IN PART WITH THE TERMS OF THE CONTRACT,THE PROVISIONS OF THIS ADDENDUM WILL CONTROL EXCEPT TO THE EXTENT SUCH PROVISIONS OF THIS ADDENDUM ARE CONTRARY TO ANY APPLICABLE LAWS, RULES, OR REGULATIONS ("APPLICABLE LAW"), IN WHICH CASE THE CONTRACT SHALL GOVERN ONLY TO THE LIMITED EXTENT NECESSARY FOR COMPLIANCE WITH ANY SUCH APPLICABLE LAW. Buyer's Initials The terms and conditions of the Contract are further amended, modified,and revised by this Addendum as follows: Buyer's Initials Seller's Initials Page 2 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at infoCateauator.com or by telephone at(310)469-9500.0 2010,Equator,I.I.C.All Rights Reserved. 1. Deed. Seller shall furnish to Buyer at Closing, either a special warranty deed, a quitclaim deed, or such other deed ("Deed") necessary to convey insurable title to the Property,subject to the terms of the Contract and this Addendum. If more than one form of Deed will suffice for conveying insurable title, Seller in its sole discretion may elect the form to use to convey the Property to Buyer. Buyer's Initials 2. Consideration of Offers. Buyer acknowledges that Seller may have received offers prior to or may receive offers after receipt of Buyer's current offer evidenced by the Contract. Buyer acknowledges that Seller may consider all offers to purchase the Property, regardless of the date of receipt, and that Seller may accept or reject any offer in Seller's sole discretion. Seller's agreement to sell the Property to Buyer is evidenced solely by Seller's signature of this Addendum and no prior oral discussions or representations of any kind by Seller,or its agents or representatives,shall be binding upon Seller unless set forth in this Addendum 3. Special Conditions. Buyer acknowledges that Seller obtained the Property by foreclosure or a deed in lieu of foreclosure. The Contract and this Addendum may be subject to the following: (a) approval by a private mortgage insurer; (b) repurchase of the Property by the prior mortgage servicer or insurer; or (c) the ability of Seller to convey insurable title as required by the Contract and this Addendum. In the event that any of these conditions apply,Seller in its sole discretion may terminate the Contract and this Addendum and promptly refund the Earnest Money to Buyer as Buyer's sole and exclusive remedy. Upon such termination, Seller shall have no further obligation to Buyer whatsoever. Neither Seller nor any of its agents or representatives have occupied the Property and neither warrants or represents that the Property or any alterations or additions which may have been made to the Property conform to Applicable Law. Buyer hereby acknowledges that Seller shall not be providing Buyer with a Real Estate Transfer Disclosure Statement and/or a certificate of occupancy with respect to the Property. Buyer, to the extent permissible under Applicable Law, hereby waives any requirement that Seller furnish Buyer with any such disclosure statement and/or a certificate of occupancy and hereby releases Seller, and its successors, assigns, affiliates, directors, officers, employees, owners, agents, and representatives from any and all liability resulting from the non-delivery of such disclosure statement and/or certificate of occupancy. Buyer's Initials Seller's Initials Page 3 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at infodaeauator.com or by telephone at(310)469-9500.0 2010,Equator,U.C.All Rights Reserved. Buyer's Initials Mold, mildew spores, and other microscopic organisms and allergens (collectively, "Mold") are environmental conditions that are common in residential properties and may affect the Property. Mold, in some forms, has been reported to be toxic and to cause serious physical injuries, including, but not limited to, allergic and respiratory reactions or other problems, particularly in persons with immune system problems, young children, and elderly persons. Mold also has been reported to cause extensive damage to personal and real property. Mold may have been removed or covered in the course of cleaning, repairing, or remediating the Property. If Seller, or any of its agents or representatives, cleaned or repaired the Property or remediated Mold contamination, Seller does not in any way warrant any such cleaning, repair work, or remediation. Buyer will take title to the Property "AS-IS," subject to the Property conditions that exist as of the Closing Date. Buyer is fully responsibility for all hazards that may result from the presence of Mold in or around the Property. Buyer is satisfied with the condition of the Property notwithstanding the past or present existence of Mold in or around the Property,and Buyer has not in any way, relied upon any representations of Seller, or its successors, assigns, affiliates, directors, officers, employees, owners, agents, and representatives concerning the past or present existence of Mold in or around the Property. Buyer's Initials 4. Personal Property. Items of personal property located on the Property are not to be considered as part of the Property and are not included in the Contract or this Addendum. Seller makes no representation or warranty as to the condition of, title to, or encumbrance of any such personal property. Seller shall have no liability for any claim or losses Buyer or Buyer's successors or assigns may incur as a result of any condition or defect that may now or hereafter exist with respect to such personal property. No bill of sale will be provided at Closing; provided,however,Seller shall provide the minimum documentation necessary to transfer any mobile or manufactured home located on the Property. Buyer's Initials S.Occupied Property. In the event the Property is occupied by one or more tenants, Seller makes no representations regarding: (a) the existence of a written lease agreement; (b)the term of such tenancy; (c)whether rent payments are current; (d)the amount of rent that should be paid; or(e)compliance with rent control, registration,or other Applicable Laws. In addition,Seller does not hold any security deposits for any tenant and Buyer is solely responsible to any tenant for the return of any security deposits and any interest thereon. Buyer's Initials Seller's Initials Page 4 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at infodaeouator.com or by telephone at)310)469-9500.0 2010,Equator,LLC.All Rights Reserved. 6. "AS IS" Condition. Seller conveys and Buyer accepts the Property in "AS IS, WHERE IS" condition at the time of Closing, including any known or hidden defects. Neither Seller nor any person acting as its agent or representative is making any warranties or representations, either express or implied, as to the condition of the Property. Buyer hereby releases and agrees to hold harmless Seller and its successors, assigns, affiliates, directors, officers, employees, owners, agents, and representatives from any and all claims or liability with respect to the condition of the Property. Seller, most specifically, makes no warranty or representation as to whether any utility service, including water, sewer, electricity, gas,and other such service("Utilities"),serving the Property are public or private. Buyer's Initials 7. Buyer's Right to Inspect. Buyer acknowledges Buyer's opportunity to inspect and investigate the Property, either independently or through agents of Buyer's selection.Any such inspection shall be made at Buyer's own expense and shall be completed within ten (10) days from the execution of this Addendum by Seller. Buyer shall rely solely on Buyer's inspection and review to evaluate the condition of the Property. Buyer further acknowledges and agrees that Buyer is not relying on any statements or representations made by Seller or Seller's agents or representatives (including, but not limited to, information disclosed on the MLS) as to the condition of the Property, including, but not limited to, the condition, structural soundness, and working order of: heating/air conditioning systems; sewage; roof; foundations; soils; septic systems; plumbing; lot size; suitability of the Property for particular purposes; appliances; Utilities; and any improvements to the Property. Buyer further acknowledges and agrees that Buyer is not relying on any statements or representations made by Seller or Seller's agents or representatives regarding whether the Property is in compliance with Applicable Law. Buyer acknowledges that Buyer is responsible for obtaining any inspection reports as to:(a)the condition of the Property and any appliances, structural components, heating/air conditioning systems, sewage, roof, foundations, soils, septic systems, plumbing, and Utilities; (b) suitability for use of the Property; (c) the presence of any toxic or hazardous substances on the Property, including, but not limited to, radon, asbestos, lead paint, or Mold; (d) any other factors that would render the Property uninhabitable or dangerous to the health of the occupants; (e) whether the Property is in compliance with Applicable Law; and (f) any other factors regarding the Property about which Buyer may be concerned. Buyer's failure to inspect the Property shall not alter or impair the understanding and agreement between Seller and Buyer as set forth in the Contract and this Addendum. No inspections may be made by any building or zoning inspector or government employee without the prior written consent of Seller. Buyer's Initials Seller's Initials Page 5 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that Is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at infot®eauator.com or by telephone at(310)469-9500.0 2010,Equator,U.C.All Rights Reserved. If the Property has been winterized and Buyer wishes to de-winterize the Property for the purposes of Buyer's inspections, Buyer must notify the listing agent identified below("Listing Agent"). Only the Listing Agent may arrange for such de-winterization,which will be conducted at Buyer's sole cost. Under no circumstance shall Buyer de-winterize the Property. Buyer's Initials Buyer shall indemnify and fully protect, defend, and hold Seller, and its successors, assigns, affiliates, directors, officers, employees, owners, agents, and representatives, harmless from and against any and all claims, liens, loss, damages, and costs and expenses of every kind and nature(including, but not limited,to attorneys'fees and court costs)that may be sustained by or made against Seller or its successors, assigns, affiliates, directors, officers, employees, owners, agents, and representatives, or any damage to the Property or to any adjoining property, or any injury to Buyer or any other persons that may result or arise out of inspections made by Buyer or its agents prior to Closing. 8. Risk of Loss. Prior to Closing, Seller shall maintain the Property in materially the same condition as of the date of Seller's execution of this Addendum,except for ordinary wear and tear. If prior to Closing the Property is damaged,Seller may make repairs to restore the Property to the same condition as of the date of Seller's execution of this Addendum. If Seller, in its sole discretion, elects not to repair the Property, Buyer may: (a) accept the Property in its damaged condition; (b) re-negotiate the Purchase Price; or (c) terminate the Contract and this Addendum, in which case the Earnest Money will be returned to Buyer as Buyer's sole and exclusive remedy. Under no circumstances will any insurance proceeds paid to Seller with regard to such damage be assigned to Buyer. Upon Closing,Seller shall be relieved of all responsibility and liability for maintaining hazard or flood insurance on the Property. All such insurance policies shall be terminated by Seller immediately upon Closing, and Buyer will be responsible for obtaining any such insurance as well as any title insurance required by Buyer's lender prior to Closing. Buyer's Initials Seller's Initials Page 6 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is riot expressly permitted by Equator In writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.for additional information,please contact Equator by e-mail at info0eauator.com or by telephone at(310)469-9500.0 2010,Equator,U.C.All Rights Reserved. 9. Purchase Price(Initial applicable sections;non-applicable sections should be marked"N/A"). A. CASH: The Purchase Price will be paid in the form of cash Verification of funds required to close shall be provided to Seller by Buyer upon delivery of a fully executed copy of this Addendum. If the Closing does not take place on the Closing Date due to Buyer's failure to provide cash at the Closing or due to any other related reasons, including, but not limited to, Buyer's decision to obtain lender financing, both Buyer and Seller agree that the Earnest Money shall be immediately released to Seller as liquidated damages as provided in paragraph 18 below. B. LENDER FINANCING: Buyer may obtain financing from the lender of Buyer's choice. Within seventy-two (72) hours of execution of this Addendum by Buyer, Buyer will either apply for financing or provide evidence satisfactory to Seller that a lender has pre-approved Buyer for financing. Proof of lender's unconditional commitment to lend must be provided to Seller with 21 days of execution of this Addendum. Except as otherwise provided in this Addendum and to the extent not restricted due to financing insured by a governmental agency, Buyer shall pay for any and all costs associated with the loan application process, including, but not limited,to any application fee,appraisal fee,and credit report fee. 10. Survey and Other Costs. Buyer will be solely responsible for obtaining, at Buyer's expense, a survey acceptable to the title company or closing agent and any lender. In the event Seller is required to provide extended survey coverage,as may be normal and customary,Seller will not be required to do so if such a required survey has not been so obtained by Buyer. Buyer shall be responsible for paying all other costs and expenses (including, but limited to,the fees of Buyer's attorney) associated with the Closing and not specifically required to be paid by Seller by this Addendum. 11. Settlement/Closing.The Closing shall be conducted in the office of the Closing Agent or at a place designated and approved by Seller. Closing shall occur on or before the Closing Date and the Buyer shall make every effort to meet this deadline. Should the Closing extend beyond the Closing Date through no fault of Seller, Seller shall be entitled to a $-�fi& 0 fee for each day the Closing is so extended. Any agreement by Seller to extend the Closing Date must be in writing. Notwithstanding the foregoing, if the Closing does not take place on the Closing Date due to any failure of Buyer,Seller retains the right to terminate the Contract and this Addendum and pursue the remedies contained in the Contract and this Addendum. The Transaction may not close in escrow without the prior written consent of Seller. Buyer's Initials Seller's Initials Page 7 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential Information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at infofeauator.com or by telephone at(310)469-9500.0 2010,Equator,U.C.All Rights Reserved. 12. Negative Sale Proceeds. If unforeseen judgments, liens, assessments, HOA Assessments, or other such encumbrances result in negative sales proceeds to Seller, Seller reserves the right to terminate the Contract and this Addendum and return the Earnest Money to Buyer as Buyer's sole and exclusive remedy. 13. Prorations at Closing. All taxes;condominium, planned unit development,or similar community homeowners'association dues and assessments("HOA assessments");and Utilities charges shall be prorated to the Closing. Tax Prorations shall be based on one hundred percent (100%) of the last available tax bill or upon the local tax assessor's latest valuation of the Property and the current tax rate. Any special assessments that constitute a lien on the Property as of the Closing Date and are payable in installments shall be prorated to the Closing Date and any installments due after the actual date of Closing shall be paid by Buyer. In no event shall Seller be responsible for the payment of any unlevied assessment pending as of the actual date of Closing. HOA assessments shall be based on the assessment rate in effect as of the actual date of Closing. Any special assessments levied and payable in installments shall be prorated to the Closing Date and any installments due after the actual date of Closing shall be paid by Buyer. In no event shall Seller be responsible for the payment of any unlevied assessment pending as of the actual date of Closing. SELLER WILL NOT BE RESPONSIBLE FOR ANY ADJUSTMENT OF SETTLEMENT CHARGES, INCLUDING, BUT NOT LIMITED TO,TAXES OR HOA ASSESSMENTS AFTER CLOSING. 14. Lender-Required Repairs. Should any lender, insuring entity, or governmental agency require that certain repairs be made to the Property or that certain other conditions be met,Seller, in its sole discretion, may comply with such requirements or terminate the Contract and this Addendum. Further, should any FHA Conditional Commitment or VA Certificate of Reasonable Value vary from the Purchase Price, Seller, in its sole discretion, may terminate the Contract and this Addendum. If Seller elects not to terminate the Contract and this Addendum pursuant to this paragraph,Seller's responsibility for any repairs required by Buyer as a result of inspection by Buyer, by a lender, or as a condition set forth in an FHA Conditional Commitment or VA Certificate of Reasonable Value shall not exceed$0 inclusive of termite repairs("Repair Limit Amount"),. and Buyer shall be solely responsible for any amounts exceeding the Repair Limit Amount without any reduction in the Purchase Price.If Seller elects to terminate the Contract and this Addendum,Seller will return the Earnest Money to Buyer as Buyer's sole and exclusive remedy Buyer's Initials Seller's Initials Page 8 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at infotMeguator.com or by telephone at(310)469-9500.0 2010,Equator,LLC.All Rights Reserved. Buyer's Initials 15.Condition and Conveyance of Title. Seller shall deliver insurable title and pay for Buyer's owner's policy of title insurance from the title insurance provider chosen by Seller and indicated below. However, Buyer may choose to purchase title insurance from a different title insurance provider indicated below at Buyer's sole expense. In the event Buyer chooses to obtain an owner's policy and/or title exam from the title insurance provider of Buyer's choice, Buyer shall order the same within three (3) days of Seller's execution of this Addendum; if Buyer fails to do so, all objections to title shall be deemed waived. Seller will not be responsible for any"gap"title insurance coverage and will not in any event provide an affidavit of title or other similar documents in which Seller is requested to make representations or warranties with respect to title to the Property. If Seller is unable to provide insurable title,convey the Property, or to deliver possession of the Property as provided in the Contract and this Addendum, or if at the time of the delivery of the Deed does not conform with the provisions of the Contract and this Addendum, Seller shall bear any nominal expense and use reasonable efforts to remove any defects in title or to convey or deliver the Property as so provided, but is under no obligation to use extraordinary measures or to bring any actions or proceedings in order to do so. If Seller is unable to so remove any defects in title or to convey or deliver the Property as so provided within ten (10) days after Closing, (a)the Contract and this Addendum shall terminate and Seller will return the Earnest Money to Buyer as Buyer's sole and exclusive remedy, or(b) Buyer may, by written notice on or before the Closing, waive any objections to Seller's inability to so remove any defects in title or to convey or deliver the Property as so provided. For purposes of this paragraph Seller shall be deemed to be able to convey insurable title to Buyer if a reputable title insurance company will underwrite a title insurance policy insuring that title to the Property will vest in Buyer as of the Closing. X Seller Buyer to provide title insurance Seller's title insurance provider: LIPS Default Title Phone:7142477000 E-Mail REOTRANS(rDLPSDEFAULT.COM Buyers title insurance provider: Phone: E-Mail Buyer's Initials Buyer's Initials Seller's Initials Page 9 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at info(iaeauatoccom or by telephone at(310)469-9500.0 2010,Equator,U.C.All Rights Reserved. 16. Occupancy of the Property. Under no circumstances will Buyer be allowed to occupy the Property prior to Closing. In the event Buyer violates this prohibition,Seller will avail itself of all legal remedies. In the event Buyer alters or occupies,or permits any other person to alter or occupy, the Property prior to Closing, Buyer shall be in material default under the Contract and this Addendum, in which case Buyer shall forfeit the Earnest Money and any rights to the Property,however altered. Any access to the Property prior to Closing is prohibited unless accompanied by Seller or Seller's agent or unless otherwise agreed to in writing by Seller. 17. Taxes. A. Seller's Right to Contest Taxes. Seller shall have the unrestricted right to contest the amount of or obligation to pay any ad valorem real or personal property taxes, real or personal property assessments, or HOA Assessments (collectively, "Contested Taxes"),for any period for which any Contested Taxes are assessed or levied (a "Tax Period")that includes or precedes the actual date of the Closing (the "Closing Tax Period"). Seller may contest the Contested Taxes by any judicial, administrative,.or other process that Seller chooses in its sole discretion. If requested by Seller, Buyer shall join in any proceeding to contest the Contested Taxes to the extent necessary to permit Seller to exercise its rights under the Contract and this Addendum. Seller shall have no duty to contest the Contested Taxes and may dismiss, settle, or otherwise resolve any matter relating to Contested Taxes in whatever manner or under any terms Seller elects in it sole discretion. B. Entitlement to Refund. Any refund of Contested Taxes for the Closing Tax Period or any prior Tax Period shall be paid to Seller, and Buyer hereby irrevocably assigns to Seller any right, title or interest it may have in any refund of Contested Taxes for all such Tax Periods. If requested by Seller, Buyer shall execute whatever endorsements or other documents that may be necessary to accomplish the refund of such Contested Taxes to Seller. Provided, however, notwithstanding anything in the Contract or this Addendum to the contrary, Seller shall not be entitled to any refund of Contested Taxes that is attributable solely to any change in land usage or ownership of the Property occurring on or after Closing, all of which shall be paid by Buyer. 18. Default. In the event Buyer defaults in the performance of the Contract or this Addendum,the Earnest Money shall be paid to Seller as liquidated damages for, among other things, the additional cost of carrying the Property and lost marketing time, both of which Buyer and Seller acknowledge and agree are difficult to calculate. Said liquidated damages shall not be construed or deemed to constitute a penalty and the right given to Seller to retain the Earnest Money shall not constitute Seller's sole and exclusive remedy. In the event item A in paragraph 9 above is initialed, Seller is materially relying upon the representation in said paragraph 9A above to the effect that Buyer will be purchasing the Property as an all-cash transaction without third party financing. Buyer's Initials Seller's Initials Page 10 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at info@eauator.com or by telephone at(310)469-9500.0 2010,Equator,LLC.All Rights Reserved. Buyer subsequent election to purchase the Property with third-party financing rather than on an all-cash basis as indicated above shall constitute a material default under this paragraph In the event Seller defaults in the performance of the Contract and this Addendum, Buyer shall be entitled to a return of the Earnest Money as Buyer's sole and exclusive remedy. Buyer's Initials [THIS SPACE INTENTIONALLY BLANK] 19. Installation of New Locks and Transfer of Utilities. Buyer shall be responsible for the installation of new locks and the transfer of all Utilities on the Property immediately after the Closing, and Buyer shall hold harmless and indemnify Seller and its successors, Buyer's Initials Seller's Initials Page 11 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at info@eauator.com or by telephone at(310)469-9500.®2010,Equator,L-C.All Rights Reserved. assigns,affiliates,directors,officers, employees, owners,agents, and representatives from and against any and all damages,claims, liens, losses liabilities, costs, injuries, attorney fees and expenses of every kind and nature that may be made against Seller and its successors, assigns, affiliates, directors, officers, employees, owners, agents, and representatives as a result of Buyer's failure to install new locks or transfer all Utilities on the Property. Buyer will have all Utilities and homeowners' services, as well as any HOA Assessments,transferred into Buyer's name no later than the first(1") business day following Closing. Buyer also will be responsible for payment of any Utilities charges or HOA Assessments incurred after Closing and for ensuring that any Utilities or homeowners' service, including HOA Assessments, in the name of Seller or the Listing Broker indicated below is transferred entirely into Buyer's name. Witness Buyer Date Selling Broker Date Acknowledge: Buyer Date Listing Broker Date 20. Assienability. Buyer may not assign or transfer the Contract or this Addendum without Seller's written approval. Seller may assign or transfer the Contract and this Addendum without Buyer's approval 22. Performance. The acceptance of the Deed by Buyer shall be deemed to be a full performance by Seller under the Contract and this Addendum. Buyer's Initials Buyer's Initials Seller's Initials Page 12 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at info@eauator.com or by telephone at(310)469-9500.Q 2010,Equator,U.C.All Rights Reserved. 23. Real Estate Broker Commissions.The total commission payable by Seller pursuant to the Transaction shall be 6.00 %of the gross Purchase Price. The closing agent is authorized and directed to pay said commission from the sale proceeds at Closing as per the terms of the Commission Breakdown Form to be provided by Seller. No real estate broker commissions shall be paid unless the Closing occurs and title to the Property passes to Buyer. 24.Additional Provisions. Buyer and Seller approve and accept this Addendum and acknowledge and agree that this Addendum is a legally binding agreement and is made part of the Contract in like manner as if it were directly set forth therein. All other terms and conditions of the proposed Contract shall remain the same. The terms of the Contract and this Addendum shall survive the Closing. 25. Attachments. Any attachment or addendum to this Addendum hereby is incorporated into this Addendum for all purposes by this reference. Attachments: Lead Based Paint Disclosure Addendum. Saxon Mold Disclosure and Release(if checked)Q Saxon Real Estate Reports Disclosure(if checked)Q 26. This Addendum shall expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures below, and the offering party to this document received notice of such acceptance on or before BUYER SELLER Date: Date: BUYER Date: Buyer's Initials Seller's Initials Page 13 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at info@eauator.com or by telephone at(310)469-9500.0 2010,Equator,U.C.All Rights Reserved. LEAD—BASED PAINT DISCLOSURE ADDENDUM Lead Warning Statement "Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities,reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also presents a risk to pregnant women. The seller of any interest in residential real property is required to provide Buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller's possession and notify the buyer of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase." Seller's Disclosure to Buyer Seller acknowledges that Seller has been informed of Seller's obligation. Seller is aware that Federal laws require Seller to permit Buyer a ten (10) calendar day period to conduct risk assessment or inspection for the presence of lead-based paint hazards before becoming obligated under a contract to purchase target housing (unless mutually agreed otherwise in writing). That opportunity will be provided within the ten (10) calendar day period immediately following Seller's final execution of the Contract and this Addendum. Seller is aware that Seller must retain a copy of this disclosure for not less than three years from the Closing. A. Presence of lead-based paint and/or lead-based paint hazards(check one box below): xx Seller has no knowledge of any lead-based paint and/or lead-based paint hazards present in the Property. Seller has knowledge of lead-based paint and/or lead-based paint hazards present in the Property(explain) _N/A Buyer's Initials Seller's Initials Page 14 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at info@eauator.com or by telephone at(310)469-9500.Q 2010,Equator,LLC.All Rights Reserved. B. Records and reports available to Seller(check one box below): xx Seller has no reports or records pertaining to lead-based paint and/or lead-based paint hazards in the Property. Seller has provided Buyer with all available records and reports pertaining to lead-based paint and/or lead- based paint hazards in the Property(list documents below): N/A Buyer's Acknowledement C. Buyer has read the Lead Warning Statement above and understands its contents. D. Buyer has received copies of all information, including any records and reports listed by Seller above. E. Buyer has received the pamphlet"Protect Your Family From Lead in Your Home." F. Buyer acknowledges federal law requires that before a buyer is obligated under any contract to buy and sell real estate,Seller shall permit Buyer a ten (10)calendar day period (unless the parties mutually agree,in writing, upon a different period of time)to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards. G. Buyer,after having reviewed the contents of this Addendum,and any records and reports listed by Seller, has elected to(check one box below): ❑Obtain a risk assessment or an inspection of the Property for the presence of lead-based paint and/or lead- based paint hazards,within the time limit and under the terms of the Contract and this Addendum,or ❑ Waive the opportunity to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards. Buyer's Initials Seller's Initials Page 15 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at info0eauator.com or by telephone at(310)469-9500.0 2010,Equator,U.C.All Rights Reserved. Real Estate Licensee's Acknowledement Each real estate licensee signing below acknowledges receipt of the above Seller's Disclosure to Buyer, has informed Seller of Seller's Obligations, and is aware of licensee's responsibility to ensure compliance. Certification of Accuracy I certify that the statement I have made are accurate to the best of my knowledge. SELLER Date BUYER Date Seller's(Listing)Agent Date Buyer's(Selling)Agent Date Buyer's Initials Seller's Initials Page 16 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at info@eauator.com or by telephone at(310)469-9500.0 2010,Equator,U.C.All Rights Reserved. Saxon Real Estate Reports Disclosure PROPERTY ADDRESS(THE"PROPERTY")- BUYER NAME: 509 NW 3 TER DANIA FL 33004 THE FOLLOWING TEST AND/OR INSPECTION REPORTS ARE BEING GIVEN TO BUYER FOR INFORMATIONAL PURPOSES ONLY. They represent the opinions of the individuals or firms("Preparer")who prepared them. Seller makes no representations or warranties regarding the content,accuracy,completeness or any other matter relating to such reports and the information given therein,and makes no agreement to undertake or perform any action recommended in any of such reports. Buyer agrees that Buyer is not relying on the accuracy or completeness of these reports. Type of Test/inspection Preparer Company Name Date of Report N/A Buyer acknowledges receipt of the foregoing inspection reports from Seller Seller: Buyer: By: Print Name: Its: Date: Date: Buyer: Print Name: Buyer's Initials Seller's Initials Page 17 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at infoiReauator.com or by telephone at(310)469-9500.Q 2010,Equator,U.C.All Rights Reserved. Date: Buyer's Initials Seller's Initials Page 18 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at infoL@eauator.com or by telephone at(310)469-9500.®2010,Equator,U.C.All Rights Reserved. Saxon Mold Disclosure and Release Agreement PLEASE READ THIS MOLD DISCLOSURE AND RELEASE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE YOU SIGN IT. THIS IS A LEGAL DOCUMENT WHICH AFFECTS YOUR LEGAL RIGHTS. IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONSULT AN ATTORNEY BEFORE YOU SIGN IT. PROPERTY ADDRESS(THE"SUBJECT PROPERTY"): 509 NW 3 TER DANIA FL 33004 is owned or serviced by Saxon Mortgage Services, Inc. or one or more of its affiliates(collectively"Saxon"). BACKGROUND 1. The Subject Property likely is infected with either toxic (harmful) or non-toxic(not harmful) mold and/or other microscopic organisms and such mold and/or microscopic organisms may cause physical injuries, including but not limited to allergic and/or respiratory reactions or other problems particularly in person with immune system problems, young children or elderly persons. 2. Saxon is voluntarily disclosing these matters to Releasor in this Agreement as well as any attached inspection reports (if applicable). 3. Notwithstanding this disclosure Releasor voluntarily, willingly and knowingly desires to enter into and/or purchase the Subject Property and execute this Agreement with full knowledge of its significance. CONSIDERATION In consideration of being allowed to enter into and/or purchase the Subject Property and the recitals set forth above which are contractual in nature, Releasor hereby enters into this Agreement. Releasor acknowledges that this consideration has been received and is sufficient consideration in exchange for the within Release Agreement. Buyer's Initials Seller's Initials Page 19 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at info(uleauator.com or by telephone at(310)469-9500.0 2010,Equator,L-C.All Rights Reserved. RELEASOR'S REPRESENTATIONS AND WARRANTIES AND RELEASE 1. Releasor has read this Agreement and has read or will read any attached inspection reports(if applicable)prior to entering the Subject Property. Also, prior to entering the Subject Property, Releasor will seek the advice of health care professionals or other expert as Releasor may desire, or alternatively acknowledges that Releasor has had the opportunity to seek such advice prior to entering the Subject Property and has chosen or may choose not to do so. Having been made aware of the condition of the Subject Property likely being infected with toxic (harmful) and/or non-toxic (non-harmful) mold and other microscopic organisms and the potential for physical injury and diseases, Releasor voluntarily and willingly assumes all risks known or unknown in any way associated with the presence or effect of or exposure to mold and/or other microscopic organisms(whether or not visible or detectable by inspection)at the Subject Property. 2. Releasor will not enter or remain on the Subject Property with any person that has not likewise signed this Agreement. 3. Releasor represents and warrants that it has not relied on the accuracy or completeness of any representations that have been made by Saxon or any of its officers, directors, employees, consultants, attorneys, accountants, agents and independent subcontractors (and their employees) and other representatives (each, a "Representative") as to the presence of mold and other microscopic organisms nor with regard to the effects of any mold or microscopic organisms found on the Subject Property. 4. Releasor with the intention of binding Releasor's principals, agents, representatives, attorneys, assigns, successors in interest,their present, former and subsequent officers, employees, agents and directors, and their heirs, executors, and administrators, releases, forever discharges and holds Saxon and its Representatives (the "Saxon Indemnified Parties"") harmless from all from any and all manner of claims, demands, rights, suits, debts, obligations, liabilities, and causes of action of every kind and nature,whether at law or in equity, known or unknown threatened or brought against the Saxon Indemnified Parties, arising out of or relating to the conditions of the Subject Property including without limitation the presence of mold and other microscopic organisms and/or the effects of any mold or microscopic organisms found on the Subject Property. Buyer's Initials Seller's Initials Page 20 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at infola�eauator.com or by telephone at(310)469-9500.0 2010,Equator,I.I.C.All Rights Reserved. It is the intention of Releasor in executing this Agreement that it shall be effective as a bar to each and every claim,demand and cause of action hereinabove specified, and in furtherance of this intention Releasor hereby express waives any and all rights and benefits conferred on Releasor by the provisions of section 1542 of the Civil Code of California,which reads: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release,which if known by him must have materially affected his settlement with the debtor." 5. Releasor promises not to sue Saxon Indemnified Parties on any claims, demands, rights,suits,debts, obligations, liabilities, and causes of action released by this Agreement. RELEASOR HAS BEEN GIVEN THE OPPORTUNITY TO REVIEW THIS RELEASE AGREEMENT WITH RELEASOR'S ATTORNEY OR OTHER REPRESENTATIVES OF RELEASOR'S CHOOSING, AND HEREBY ACKNOWLEDGES READING AND UNDERSTANDING THIS RELEASE AGREEMENT. Releasor: By: Printed Name: Title: Date: Buyer's Initials Seller's Initials Page 21 of 21 Counterproposal to Purchase and Sale Agreement 1/21/10 EQUATOR PROPRIETARY,CONFIDENTIAL AND TRADE SECRET INFORMATION.This document contains proprietary and confidential information that is legally privileged.Any disclosure,copying,distribution or use of any of the information contained herein that is not expressly permitted by Equator in writing is STRICTLY PROHIBITED.This document additionally contains protected trade secret information of Equator.For additional information,please contact Equator by e-mail at infoLeeauator.com or by telephone at(310)469-9500.0 2010,Equator,U.C.All Rights Reserved.