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the Deed of Conservation Easement which is attached and made a part of this Agreement. All documents shall be subject to review of the title insurance provider, and reasonable review by the other parties. 9. DSVS REVIEW FOR CLOSING. DSL will approve or reject each item provided by Windsor and County under this Agreement. Windsor and County will have 30 days thereafter to cure and resubmit any rejected items. If Windsor and County fail to timely deliver any item or DSL rejects any item after delivery, BOT may in its discretion extend the closing date. 10. EXPENSES. Windsor will pay the documentary revenue stamp tax and all other taxes or costs associated with this transaction, except as otherwise specified in this Agreement. Windsor shall also pay the cost of recording the deeds and conservation easement required by paragraph 7 . of this Agreement and any other recordable instruments that DSL or County deem necessary to assure good and marketable title. 11 . TAXES AND ASSESSMENTS. At closing, Windsor shall satisfy all real estate taxes and assessments of record that are or that may become a lien against Tracts C or D. If the closing of the exchange occurs between January 1 and November 1 , Windsor shall, in accordance with Section 196.295, Florida Statutes, place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer, based upon current assessment and millage rates. If the closing occurs on or after November 1 , Windsor shall pay to the county tax collector an amount equal to the taxes that are determined to be legally due and payable by the county tax collector. 12. CLOSING PLACE AND DATE. The closing shall be on or before eighteen ( 18) months after approval of this Agreement by the last of the parties to do so. If a defect exists in the title, title commitment, Survey or environmental site assessment, or in any other documents required to be provided under this Agreement, however, the closing shall occur either on the original closing date or within 60 days after receipt of documentation of any removal of defects required to be removed by this Agreement, whichever is later. BOT shall set the date, time and place of closing. It is understood and agreed that if final completion of new park facilities on Golden Sands Park, as described in "Additional Obligations of Windsor" in the Addendum to Exchange Agreement, are not completed in time to allow a closing within the closing times or other applicable deadlines set forth in this Agreement, Windsor may request extension of such time or times, and reasonable requests for such extensions will be granted by County and BOT. 13 , RISK OF LOSS AND CONDITION OF PARCELS. Each party assumes all risk of loss or damage to the property currently owned by it prior to the date of closing and agrees that each party's parcel shall be transferred and conveyed to the receiving party in the same or essentially the same condition as of the date of execution of this Agreement, ordinary wear and tear excepted. If between the date this Agreement is executed by the parties and the date of closing the condition of any parcel as it existed on the date this Agreement is altered by an act of God or other natural force beyond the control of the parties, the party who is to receive the altered parcel may elect, at said recipient's sole option, to terminate this Agreement and neither party shall have any further obligations under this Agreement. Windsor represents and warrants that there are no parties other than Windsor in occupancy or possession of any part of Tracts C and D. Windsor warrants that there are no facts known to Windsor materially affecting the value of the property to be received by BOT that are not readily observable by BOT or which have not been disclosed to BOT. All wells located on Tracts C and D shall be duly abandoned at Windsor' s sole cost and expense prior to closing unless this requirement is waived in writing by County or BOT, as applicable. Windsor agrees to clean up and remove all abandoned personal property, refuse, garbage, junk, rubbish, trash and debris (hereafter, "trash and debris") from Tracts C and D to the satisfaction of the receiving party prior to closing. If Windsor does not so remove all trash and debris prior to closing, the receiving party, at its sole option, may elect to: (a) collect from Windsor the estimated expense necessary to remove trash and debris and proceed to close, with the receiving party incurring any additional expenses necessary to remove all trash and debris and clean up subsequent to closing, (b) extend the amount of time Windsor has to remove all trash and debris, or (c) terminate this Agreement, and no party shall have any further obligations under the Agreement. 14. RIGHT TO ENTER AND POSSESSION. Each party agrees that from the date this Agreement is executed by the parties, officers, attorneys and duly authorized agents of each party, upon reasonable notice, shall have at all times the right and privilege of entering the other parties' parcels for all lawful purposes in connection with the this Agreement. 4 BLA- 104 , Revised 01 /26/06