250 Promenade East

These terms and conditions relate specifically to any sale that occurs at or as a result of an online auction (“Auction”)as performed by Forte Auctions of Houston, LLC (the “Auctioneer”) for the owners (“Seller” or “Sellers”) of various real Properties (“Property” or “Properties”). Those who register to bid for and ultimately purchase Properties in accordance with processes defined hereinafter will be referred to as “Bidder”, "Bidders” or, “Winning Bidder”. Winning Bidder will need to sign a Purchase Agreement with terms and conditions approved by the Auctioneer and the Seller of each Property, which Purchase Agreement will incorporate many of these Terms and Conditions. 1. REGISTRATION: Bidder registration is required to bid in our Online Auctions. Registration is free. Registered Bidders may not bid on a Property for another person who is not registered for the Auction, unless they provide Auctioneer with a Power of Attorney, prior to the date of the Auction. To register, complete the Online Registration to create your account. Once logged in, you must register to attend specific Auctions listed in our Auction Calendar. You may also print a Registration Form and mail it to the Auctioneer at Forte Auctions of Houston, P.O. Box 129, Montgomery, Texas 77356 or fax it to 832.460.3125. Contact us at buyers@forteauctions.com to receive a printable registration form. Your Registration Form should be received no later than 3 business days prior to the Auction. At Auctioneer’s discretion registration during the Online Auction is also possible; however, it will not be possible to take advantage of most of the benefits available to early registrants such as property updates, mortgage pre-qualification, property inspection requests and reports, contractor quote requests and resulting quotes and independent broker price opinions. Buyers who wish to register during the Auction will be required to complete the Online Registration Form, then contact Forte Auctions at 936.647.4546 to speak with a customer service representative regarding Online Bidding Approval 2. BROKER/AGENT PARTICIPATION: A commission based on the winning bid amount (Minimum of ONE PERCENT (1.0%) of the winning bid amount) will be paid to Buyer’s Agents subject to all of the following conditions: (i) Buyer’s Agent must have pre-registered in the Forte Auctions Agent Alliance before the Auction; (ii) Buyer’s Agent must have registered their client (Buyer) with Forte Auctions at least 72 hours before the Auction; (iii) Buyer’s Agent must inspect the Property with their Buyer client; (iv) Buyer’s Agent name and address must be filled in on the Purchase Agreement as the Buyer’s Agent; and (iv) Buyer’s Agent’s client (Buyer) must successfully close on their purchase of the Property in accordance with the terms and conditions hereof and the Purchase Agreement executed at the Auction. Buyer’s Agent may register an unlimited number of buyers. Commissions will be paid upon closing of the purchase of the Property(ies). No commission will be paid to an Agent acting as a principal in the purchase of any property. NO EXCEPTIONS WILL BE MADE TO THE BROKER/AGENT PARTICIPATION RULES. 3. INSPECTION OF THE PROPERTY: Every Property will have scheduled open houses or may be shown by a licensed real estate agent on an individual basis prior to the Auction date. Bidders must complete their inspections prior to the Auction date. All Bidders understand and agree they are bidding on, and thereby purchasing if they are the highest Bidder, all Properties based solely upon Bidder’s own inspections and resulting analysis and not upon data provided by the Seller, Auctioneer or their employees or affiliates. Sellers, their employees or affiliates and Auctioneer, their employees or affiliates shall not be liable for inaccuracies relative to allowances, adjustments or revisions resulting from any non-conformity relative to the Property, appliances, or floor plans or variances or lack of standards compliances. All information provided by Sellers or Auctioneer regarding any aspect of any Property including but not limited to square footage, floor plans, sizes, numbers of bedrooms/bathrooms, age of home or any other aspect of the Properties are based on information available and are approximations only. Bidders, for themselves and any person/entity acting on their behalf including contractors, inspectors, brokers or others, agree to keep the Property free and clear of liens, refrain from altering the condition of all Properties, repair any damage incurred during inspection, and to indemnify, defend and hold Seller, Seller's Broker and Auctioneer harmless from all and any liability, claims, damages and/or costs that result from their actions. All Bidders agree that any person or agent brought to any Property on the Bidders behalf shall carry the appropriate policies of liability, workers' compensation and other applicable insurances, in order to protect Seller, Seller's broker and Auctioneer from any claims for any injuries to persons or Property occurring on the Property during an inspection or otherwise. 4. DUE DILIGENCE: ALL OF THE PROPERTIES WILL BE SOLD BY SELLER AND AUCTIONEER "AS IS, WHERE IS AND WITH ALL FAULTS" AS MORE PARTICULARLY DESCRIBED IN THE PURCHASE AGREEMENT. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS OR THE PURCHASE AGREEMENT, ALL BIDDERS ACKNOWLEDGE AND AGREE THAT THEY ARE BIDDING FOR AND, IF THE WINNING BIDDER, ACQUIRING THE PROPERTY IN ITS PRESENT STATE AND CONDITION AS OF AUCTION DAY, WITH ALL DEFECTS, BOTH PATENT AND LATENT, AND WITH ALL FAULTS OF THE PROPERTY WHETHER KNOWN OR UNKNOWN, PRESENTLY EXISTING OR THAT MAY HEREAFTER ARISE, INCLUDING, WITHOUT LIMITATION, ALL EXISTING CONDITIONS, IF ANY, OF LEAD PAINT, MOLD OR OTHER ENVIRONMENTAL OR HEALTH HAZARDS. ALL BIDDERS ACKNOWLEDGE AND AGREE THAT SELLERS AND AUCTIONEER HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION: (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL PURPOSES, ACTIVITIES AND USES WHICH BIDDER MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (H) THE EXISTENCE OF ANY VIEW FROM THE PROPERTY OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE; (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY; (J) THE STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS ON THE PROPERTY; (K) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY THAT MAY BE PROVIDED TO BIDDER; (L) THE CONFORMITY OF THE PROPERTY TO APPLICABLE ZONING OR BUILDING CODE REQUIREMENTS; (M) THE EXISTENCE OF SOIL INSTABILITY, PAST SOIL REPAIRS, SUSCEPTIBILITY TO LANDSLIDES, SUFFICIENCY OF UNDER-SHORING, SUFFICIENCY OF DRAINAGE, OR ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE LAND OR ANY BUILDINGS OR IMPROVEMENTS SITUATED THEREON; (N) WHETHER THE PROPERTY IS LOCATED IN A SPECIAL STUDIES ZONE UNDER THE PUBLIC RESOURCES CODE OR A SEISMIC HAZARDS ZONE OR A STATE FIRE RESPONSIBILITY AREA, OR A SPECIAL FLOOD HAZARD ZONE. BIDDER ACKNOWLEDGES THAT THE PROPERTY MAY NOT BE IN COMPLIANCE WITH APPLICABLE ZONING, BUILDING, HEALTH OR OTHER LAW OR CODES; (O) AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS; (P) TAX CONSEQUENCES; (Q) THE EXISTENCE OF ANY MINERAL RIGHTS; AND (R) NEITHER SELLER, AUCTIONEER NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AGENTS HAS OCCUPIED THE PROPERTY AND THAT THE PROPERTY MAY NOT BE IN HABITABLE CONDITION. ALL BIDDERS FURTHER ACKNOWLEDGE AND AGREE THAT, WITHOUT LIMITATION, SELLER AND AUCTIONEER HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OR WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS OR THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTIES, OF ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. EACH BIDDER AND ANYONE CLAIMING BY, THROUGH OR UNDER THE SAME HEREBY FULLY AND IRREVOCABLY RELEASES SELLERS AND AUCTIONEER, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS FROM ANY AND ALL CLAIMS THAT HE/SHE/IT OR THEY MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST SELLERS AND AUCTIONEER, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATING TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS OR OTHER CONDITIONS, INCLUDING ENVIRONMENTAL MATTERS, AFFECTING THE PROPERTIES, OR ANY PORTION THEREOF. THIS RELEASE INCLUDES CLAIMS OF WHICH BIDDER IS PRESENTLY UNAWARE OR DOES NOT PRESENTLY SUSPECT TO EXIST IN HIS/HER/ITS FAVOR WHICH, IF KNOWN BY BIDDER, WOULD MATERIALLY AFFECT PROSPECTIVE PURCHASER'S/BIDDER'S RELEASE OF SELLERS AND AUCTIONEER. EACH BIDDER SHOULD CONSIDER THESE MATTERS WHEN REGISTERING AS A BIDDER AND PLACING BIDS. 5. ASSUMPTION OF THE RISK: Bidders assume all risks relative to inspections as all Properties are sold as is, where is and in current condition. All inspections should include both a physical inspection of the Property as well as inspection of all documentation available to Bidders. Available data can be found at www.forteauctions.com. All Bidders accept full responsibility to inspect any Property that they bid on at Auction and by bidding on a Property attest to the fact that they have inspected the Property to the degree of their own satisfaction. All Bidders are urged to consult with professionals in the real estate industry such as inspectors, appraisers, contractors, brokers, agents and others to aid them in developing their bidding strategy. In the case of a successful bid/offer, the Purchase Agreement will define all terms and conditions of the sale and no sale will be contingent upon inspection of the Property after the Auction unless stipulated specifically in the Purchase Agreement. Properties may not be accessible during the period between the end of the Auction and the actual closing date. Seller and Auctioneer make no or warranties regarding accuracy or completeness of information provided while at the Auction or on-line at any website. 6. VALUE: Information referenced in connection with the term "Previously Valued To" will refer to the appraised value of the Property when last mortgaged, the current assessed value, the current asking price, or recently performed BPO (broker price opinion). As a condition of registration, Bidder attests and certifies that all responsibility of bidding, assessing value prior to bidding and accumulating information as a part of the process of evaluation of Properties is solely the responsibility of the Bidder and that there is no commitment, warranty or other representation, explicit or implicit, on the part of the Seller or Auctioneer that either may be held responsible for. 7. BIDDING REQUIREMENTS: In order to complete registration for an online auction, a Credit Card Authorization must be provided to the Auctioneer. Once you have registered on Proxibid, Auctioneer will provide you with the Credit Card Authorization Form to approve a Winning Bidder Deposit. The Winning Bidder Deposit will be processed upon close of the auction. The Winning Bidder Deposit is $1000 per winning bid. Winning Bidder Deposits will be applied to the Earnest Money Deposit. Winning Bidders will be responsible for paying the balance of the Earnest Money Deposit upon return of the Purchase Agreement. Winning Bidders may choose to pay the entire Earnest Money Deposit with cash or a cashier’s check when returning a completed purchase agreement. Once the payment is received, the Credit Card transaction will be refunded. Bidders are also required to provide the Auctioneer with any preapproved financing documentation, at least 5 days prior to the auction. 8. RESERVE PRICE: This is a Reserve Auction. All properties have an undisclosed Reserve Price set by the Seller, unless clearly identified as “Absolute” or “No Reserve”. In the event that bidding does not reach the minimum Reserve Price, the Seller is under no obligation to sell the Property. The Reserve Price is not the opening bid. Except where prohibited by law, the Auctioneer may bid on behalf of the Seller on any Property to open bidding or increase the bid consecutively or in response to another bidder, up to one bid increment below the Reserve Price. The Seller may withdraw the Property at any time prior to the announcement of the completion of the sale by the Auctioneer. 9. BIDDING: Auctioneer will provide Bidders with a link to the online bidding platform on our website or through a third party service, once Bidder’s registration has been completed and approved. Online bidding is simple and convenient. Most properties will utilize a soft close mechanism to avoid bid sniping. If the Winning Bidder fails to complete the Winning Bidder Confirmation Form within 2 business days, the Winning Bidder may be declared to be in default, in Auctioneer’s sole discretion. In such case, the Winning Bidder’s bid shall be null and void, with no further liability or obligation to that Bidder. The Auctioneer reserves the right to immediately auction the property again. 10. ABENTEE BIDS: Absentee Bids will be accepted up to 72 hours before the Auction. You must still register for the Auction you wish to participate in. The Absentee Bid Form must be completed and returned to Auctioneer with the required Earnest Money Deposit. Please do not send the Purchase Agreement. Absentee bids will be submitted for Seller’s consideration if no higher bid is received on Auction day. We will not disclose the ranking of your bid if we receive multiple absentee bids on the same Property. Once submitted, you will not be able to increase your bid, therefore please submit your best offer. If approved, we will fax or email the Purchase Agreement to you or your agent. You will need to sign the Purchase Agreement and return it to Auctioneer by overnight delivery. If you wish to submit absentee bids on multiple properties, you will need to complete Absentee Bid Forms and Earnest Money Deposit for each property. Your absentee bid can only be applied to the Property specified on this form. You cannot transfer the bid to another property. 11. WINNING BID: Winning Bids equal to or greater than the Reserve Price are automatically accepted by the Seller. The Winning Bid on Properties auctioned “Absolute” will be automatically accepted upon the Auctioneer’s statement that the Property has been sold. Upon being declared the Winning Bidder by the Auctioneer, the Winning Bidder shall immediately sign the Winning Bidder Confirmation Form and proceed to the Contract Area. Notwithstanding anything else contained herein to the contrary, in the event the Seller refuses to sell the Property for the Winning Bid, at the option of Auctioneer, the sale shall be null and void, and all fees paid by Buyer to Auctioneer shall be refunded in full and final settlement thereof. 12. WINNING BID LESS THAN RESERVE PRICE: If the winning bid is below the minimum reserve price, the bid is presented to the Seller “subject to acceptance” of the Seller. In this case the Seller retains the right to accept any and all bids at their discretion even if the winning bid is below the minimum reserve price. Seller will have a ten (10) calendar day period during which they have the option of accepting the winning bid, making a counter offer or rejecting the winning bid and any resulting counter offers made by Bidder. In the case of a Short Sale, the Lender has 30 days to approve the Short Sale offer. 13. BACK-UP BIDDER: Auctioneer may accept a back-up offer from the second highest bidder. If the Winning Bidder defaults, the Property will be offered to the back-up bidder. Should the Back-up Bidder agree to purchase the Property, the Back-up Bidder shall then become the Winning Bidder. 14. SHORT SALES: In the case of a short sale condition, the Seller will identify a minimum reserve price that the Seller and bank are jointly willing to accept as a sale price. Due to the nature of these types of Properties lender response times are typically longer than normal and accordingly, Purchase Agreements will reflect 60 day closing dates. 15. BUYER’S PREMIUM: There is a Five Percent (5%) Buyer’s Premium associated with the successful winning bid and purchase of any Property. The Buyer’s Premium is a fee that the Auctioneer charges Buyers to facilitate the Auction and is earned and payable upon the completion of the Auction. The Winning Bidder is responsible for paying this Buyer’s Premium to the Auctioneer, with the total value of the Buyer’s Premium being calculated by multiplying the Buyer’s Premium times the Winning Bid Price. This means that when an Auction is complete and the Winning Bidder has won, the final Winning Bid will be the “Purchase Price” and the Purchase price plus the Buyers Premium will equal the “Total Purchase Price”. The Total Purchase Price does not include any other fees or charges that the Winning Bidder is responsible for pursuant to the Purchase Agreement, such as taxes, insurance, escrow, closing or other fees common to the locality. The Buyer's Premium is a direct cost paid by the successful, Winning Bidder to the Auctioneer. 16. EARNEST MONEY: All Properties for which the Bidder is the Winning Bidder will require a 5% Earnest Money Deposit with a minimum of two thousand five hundred dollars ($2500) per Property. The first $2500 of the Earnest Money Deposit for each property will be paid with the Bidder’s deposits submitted through the credit card authorization form, unless the Winning Bidder substitutes another accepted form of payment in place of the credit card payment upon return of the Purchase Agreement. If substituting another form of payment for the Bidder’s deposits, the Bidder’s deposits are refundable to your credit card within 2 business days after receipt of the signed Purchase Agreement and payment. The Winning Bidder may submit cash or cashier’s check to complete the 5% Earnest Money Deposit. Earnest money deposits in the form of a cashier’s check must be made out to the Title Company / Settlement Attorney set forth in the Seller Listing Agreement upon return of the Purchase Agreement. Regardless of financing, the Earnest Money Deposit required will not change. The balance of the Total Purchase Price, along with all cost and/or fees, must be paid in accordance with the Real Estate Purchase Agreement. 17. REAL ESTATE PURCHASE AGREEMENT: Winning Bidder will be required to complete a Purchase Agreement and appropriate Addendums for that locality within 3 days after being declared the Winning Bidder within 3 days of being declared the Winning Bidder. The Purchase Agreement will contain the exact terms and conditions of the sale. Winning Bidder agrees to be bound by the Terms & Conditions of the Purchase Agreement (“Purchase Agreement”). Acceptance may be subject to Seller’s or Seller Lender’s approval. View a copy of the Purchase Agreement @ http://forteauctions.files.wordpress.com/2010/10/buyer-auction-purchase-agreement.pdf 18. DEFAULT BY WINNING BIDDER: If Winning Bidder defaults under the Purchase Agreement, the Buyer’s Premium is forfeited to the Auctioneer and the Winning Bidder shall pay damages as stipulated in the Purchase Agreement. 19. EXTENSIONS: In certain cases, the Auctioneer and Seller may grant an extension of the closing date, the terms and conditions of which are set forth in the Purchase Agreement. The Seller may require Buyer to pay a fee for such extension. This fee WILL NOT be credited towards the Total Purchase Price. All extension requests are evaluated by the Auctioneer and Seller on a case-by-case basis and may be granted or denied in their sole and absolute discretion. 20. VESTING: Winning Bidders taking title in the name of an entity (not an individual person) must provide, at the time of purchase at the Auction, the necessary entity formation documents and resolutions authorizing the transaction. The Title Company / Settlement Attorney may require additional documentation prior to closing. 21. CLOSING OF THE PURCHASE: All sales are expected to close with the designated Title Company / Settlement Attorney: (i) no later than thirty (30) days after the date of the Auction for transactions deemed "Cash" transactions; (ii) no later than forty-five (45) days after the date of the Auction for transactions deemed “Financing Available”, "Designated Financing" or "Third Party Financing" transactions; and, (iii) no later than sixty (60) days after the date of the Auction for transactions deemed “Short Sales”. Notwithstanding anything else contained herein to the contrary, closing date may be extended in accordance with this Agreement or the Purchase Agreement. Winning Bidders shall be required to pay customary and normal closing costs as set forth in the Purchase Agreement, including, but not limited to, closing/escrow fees, recording fees, normal pro-rations, Lender's title insurance premium and fees, loan fees, document preparation fees, all documentary transfer taxes customarily imposed on buyers, and Homeowner's Association fees, Condominium Association or other Association fees, and any other fees common to the locality, if applicable. 22. PROPERTY CONVEYANCE: At closing of the Purchase Agreement, all Properties are to be conveyed from Seller to Winning Bidder by deed in accordance with the terms and conditions of the Purchase Agreement. Seller shall convey good and indefeasible title (Marketable Title in some states) to the Property to Winning Bidder and said Property shall be insured by a Policy of Title Insurance in the amount of the Winning Bid Price, dated at or after closing of the sale of the Property, insuring Winning Bidder against loss under the provisions of the Title Policy, subject only to those title exceptions permitted by the Purchase Agreement, and the standard printed exceptions contained in the promulgated form of said Title Policy. 23. ESCROW & TITLE INSURANCE COSTS: A preliminary title report should be available before the Auction by the Title Company / Settlement Attorney set forth in the Seller Listing Agreement. The Seller will be responsible for paying the Owner’s Title Insurance policy premium. The Buyer will be responsible for paying any Lender’s Title Insurance Premium associated with any Buyer’s financing. The Buyer and Seller will pay their own respective escrow and closing costs as set forth in the Purchase Agreement. 24. TAXES AND PRORATIONS: Assessments and property taxes and maintenance fees and all other assessments against the Property will be prorated to the final date of closing and paid by Seller and Buyer accordingly. 25. LEGAL ENTITY BUYERS: Winning Bidders taking title in the name of an LLC, Corporation, Trust, Partnership or other legal entity must provide supporting documentation for the entity at the Auction as follows: 1. Limited Liability Companies ("LLC")  Certificate of Formation from the State of organization  Articles of Organization  Operating Agreement or Regulations  Resolution authorizing the LLC and party signing the Purchase Agreement to act on behalf of LLC 2. Corporations  Certificate of Incorporation from the State of organization  Articles of Incorporation  By-laws  Resolution authorizing the Corporation and party signing the Purchase Agreement to act on behalf of Corporation. 3. Trusts  Trust Agreement  Declaration of Trust  Evidence that party signing contract is the Trustee 4. Partnerships  Certificate of Organization from the State of organization, if registered  Partnership Agreement  Evidence of authority of party signing contract to act on behalf of partnership 26. FINANCING YOUR PURCHASE: Financing may be made available through our designated lenders, subject to credit approval, satisfaction of the finance lender's requirements and execution of all documentation acceptable to Seller and the finance lender. Auctioneer's designated financing lender(s) may not provide financing on all Properties due to a particular Property's physical condition or other considerations. Potential financing information will be made available to registered buyers. It is highly recommended that you pre-qualify to expedite the closing process. Winning Bidders who apply, but do not qualify, for financing through designated lender(s) will receive a refund of their Earnest Money Deposit (less document, administrative and processing fees incurred by the escrow/closing company) and the sale will be immediately canceled and Seller will have no further obligation to Winning Bidder pursuant to the terms of the Purchase Agreement; provided, however, that the Buyer Premium will not be refunded. Bidders should review the Purchase Agreement for its specific terms regarding Winning Bidders obligations. For all transactions which are deemed "Designated Lender" transactions or "Third Party Financing" transactions, if Winning Bidder does not have conditional loan approval within twenty-one (21) days after the date of the Auction, or the date of Seller acceptance in the event such sale is Subject To Seller Confirmation, the Seller may, in its sole discretion, terminate the Purchase Agreement. Winning Bidders are advised to review the Purchase Agreement for specific terms and conditions regarding financing and Winning Bidder’s / Buyer's default. Other loan fees may apply. Availability of loan programs on selected Properties may be limited and may require a greater down payment. Sellers will not provide any concessions for VA, FHA, Bond assisted, City assisted, First Time buyer or other special financing programs. We encourage you to contact the designated lender(s) for pre-qualification procedures and/or current rates or fees. Nothing herein shall be construed as a commitment to lend to any Winning Bidder by the designated lender(s). Auctioneer does not provide lending or financial services. Neither Auctioneer nor Seller are affiliated with the designated lender unless otherwise disclosed pursuant to applicable law. If a Winning Bidder desires to use third-party financing (financing other than through designated lender(s)), then the sale WILL NOT be contingent upon financing, nor will the closing be extended for that purpose. Winning Bidders choosing to use third-party financing must provide Auctioneer with a written, unconditional lending commitment from their lender of choice, in the minimum of the full amount they intend to finance, no later than 5 days prior to the auction. Winning Bidders who do not wish to apply for financing through Auctioneer’s designated lenders, must still complete an authorization with such designated lender to confirm the credit status of such Winning Bidder. All Winning Bidders are deemed to irrevocably consent to and authorize the Auctioneer's lender and their agents and/or any third party to the purchase transaction, to obtain any type of credit report of Bidder's history at the Auction or at any time prior to the closing of the transaction. Winning Bidders intending to use cash to complete their purchase must provide Auctioneer with proof of sufficient funds to cover the entire transaction (i.e. bank statement and/or investment statement for stocks/bonds), no later than 5 days prior to the auction. 27. GENERAL AUCTION INFORMATION: ● Sellers and Auctioneer reserve the right to deny any person from participating in the online Auction. Seller and Auctioneer have the right to postpone or cancel the Auction, to withdraw any Property from the Auction and to change any terms of the Auction or particular conditions of sale upon announcement prior to the Auction. ● The Auctioneer may postpone or cancel the Auction, rearrange the order or sequence of the Auction, modify the Auction Terms and Conditions, reject any or all bids and/or advance the bidding, in Auctioneer’s sole discretion. In the event of a dispute among Bidders, the Auctioneer shall make the sole and final decision to either accept the final bid or to re-offer and resell the Property in dispute. Each Auction Bidder shall be deemed to have consented to the issuance of press releases and other public communications by Seller, Auctioneer or their agents regarding the Auction and the Properties offered or sold at the Auction. ● The respective rights and obligations of the parties with respect to these Auction Terms and Conditions and the conduct of the Auction shall be governed by, interpreted and enforced under the laws of the state in which the property being auctioned is located. By bidding in our online auction each Bidder shall be deemed to have irrevocably (a) submitted to the courts of competent jurisdiction in the county and state in which the property being auctioned is located (including the federal courts) in connection with any suit, proceeding or other legal process relating to the Auction and/or the offering or sale of any Property ("Action"), (b) agreed that any Action may be heard in any such court, (c) waived the defense of any inconvenient forum to the maintenance of any Action in any such court, and (d) agreed to be subject to suit, service and legal process of such court in connection with any Action. Upon execution of the Purchase Agreement, all rights and remedies with respect to the Property covered by such Purchase Agreement shall be governed by such Purchase Agreement. ● Offers made at the Auction are void where prohibited by law. Any information on any website, in any brochure, e-mail or postcard and any and all information available regarding the Properties shall not constitute an offer to sell or a solicitation of any offer to buy any of the Properties referenced herein. In addition, and without limitation of the foregoing, any website or brochure shall not constitute an offer to sell or a solicitation of any offer to buy nor shall there be any sales of any of the Properties in any state in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the applicable securities laws of that state. For purposes of compliance with The Foreign Investment in Real Property Tax Act, Seller represents that Seller is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate and agrees to execute an affidavit to this effect at the time of closing.