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HomeMy WebLinkAbout2015-246AGREEMENT FOR SALE AND PURCHASE OF PROPERTY (Commercial Property) SELLER: RREF RB 2012 LTI-FL PHP, LLC, a Florida Limited Liability company BUYER: Indian River County, a political subdivision of the State of Florida EFFECTIVE DATE: December 15, 2015 PROPERTY TYPE: [ 1 Multi -Family [ 1 Retail [ 1 Industrial [ 1 Hospitality / Hotel / Resort [ XU Raw or Partially Developed Land [ 1 Other: PROPERTY ADDRESS: 925 5th Street SW Vero Beach, Indian River County, Florida MIAMI 2957652.8 79037/33274 version ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X ARTICLE XI ARTICLE XII ARTICLE XIII ARTICLE XIV TABLE OF CONTENTS Page DEFINED TERMS 1 CONDITION 2 PURCHASE PRICE AND TERMS OF PAYMENT; CLOSING ADJUSTMENTS 5 TITLE 8 ESCROW AND CLOSING 9 ENVIRONMENTAL MATTERS 11 WARRANTIES AND REPRESENTATIONS 12 ASSIGNMENT 13 BROKERAGE 13 DEFAULT 14 NO JOINT VENTURE 15 MISCELLANEOUS 15 ESCROW TERMS 20 LITIGATION 21 -i- MIAMI 2957652.8 79037/33274 EXHIBITS [CHECK AS APPROPRIATE] [✓ ] A LEGAL DESCRIPTION Lxi B TERMINATION NOTICE AND AGREEMENT Lx 1 C DEED Lxi D AFFIDAVIT E BILL OF SALE [ ] F ASSIGNMENT AND ASSUMPTION AGREEMENT [ ] G NOTICE TO TENANT f 1 H NOTICE TO SERVICE CONTRACTOR SCHEDULES 1. ADDITIONAL DEFINITIONS 2. PROPERTY SPECIFIC PROVISIONS 3. STATE SPECIFIC PROVISIONS MIAM12957652.8 79037/33274 AGREEMENT FOR SALE AND PURCHASE OF PROPERTY RREF RB 2012 LTI-FL PHP, LLC, a .Florida limited liability company ("Seller"), and Indian River County, a political subdivision of'the State of Florida ("Buyer"), hereby agree as of the Effective Date that Seller shall sell to Buyer and Buyer shall purchase from Seller, upon the following terms and conditions and for the price herein set forth, the Property, as such term is defined in Article I of this Agreement. ARTICLE I DEFINED TERMS 1.1 Certain Definitions. As used herein, the following teiuis shall have the following meanings: (a) "Closing Date" shall mean [check appropriate box]: [ X] 2:00 P.M. Eastern time on the is` day of March, 2016; or [] the 75th day after the Feasibility Date. (b) "Deposit" shall mean the amount from time to time held by the Escrow Agent as Buyer's earnest money deposit. The Deposit shall consist initially of the sum of $_zero ,000.00 (the "Initial Deposit"), and thereafter (so long as Buyer has not timely terminated this Agreement as providedfor in Section 2.2 below), the additional sum of $__zero ,000.00 (the "Additional Deposit"). The Deposit shall be increased to the extent that interest accrues thereon. (c) "Disclosed Seller Broker" shall mean Southeast Asset Specialists, LLC, having an address of 951 Broken Sound Parkway NW, Suite 108, Boca Raton, FL 33487; Attention: Leslie Maister, Telephone Number (561) 988-5890, Facsimile Number (561) 241-5690, E-mail Address: leslie@seas-llc.com. (d) "Disclosed Buyer Broker" shall mean , having an address of ; Attention: , Telephone Number Facsimile Number , E-mail Address: (e) "Escrow Agent" shall mean [check appropriate box]: [ ] , having an address of Attention: , Telephone Number , Facsimile Number , E- mail Address: ; or [ X ] the Title Company identified below. (f) "Feasibility Date" shall mean 5:00 p.rn. Eastern time on [check appropriate box]: 4.1416.v'+ e d _ [ x ] the 29th day of February, S '� G MIAMI 2957652.8 79037133274 [ ] the 75th day after the Effective Date: (g) "Purchase Price" shall mean $1,000,000.00. (h) "Title Company" shall mean Atlantic Coastal Land Title Company, LLC, with its office located at 855 21st Street, Suite C, Vero Beach, FL 32960 CenterState Bank Bldg., 2nd Floor; Contact Person - Jason A. Beal; Telephone Number: 772-569-4364 Ext 100; Facsimile Number 772-569-8688; Email Address jbeal@atlanticcoastal.com 1.2 Other Defined Terms. Other capitalized terms contained in this Agreement shall have the meanings assigned to them herein, including as set forth in Schedule 1 attached hereto. ARTICLE II CONDITION OF PROPERTY 2.1 Information Regarding Property. Seller has provided and may in the future provide to Buyer and/or Buyer's agents and consultants documents and information pertaining to the Property. All of such information and documentation is provided simply as an accommodation to Buyer, and Seller makes no representations as to their accuracy or completeness. Buyer understands that some of the foregoing documents were provided by others to Seller and were not prepared by or verified by Seller. In no event shall Seller be obligated to deliver or make available to Buyer any of Seller's internal memoranda, attorney-client privileged materials or appraisals of the Property, if any. 2.2 Due Diligence and Right to Cancel. Buyer's obligations hereunder are expressly subject to Buyer's approval of the Property in all respects, including, but not limited to, economic feasibility, financing, zoning, the local government comprehensive plan, redevelopment potential, structural components of any improvements, governmental restrictions and requirements, availability of utilities, concurrency issues, physical condition, subsoil conditions, environmental matters, and such other matters as may be of concern to Buyer. Buyer shall have until the Feasibility Date in which to determine whether the Property is acceptable to Buyer, in its sole discretion, in all respects. If Buyer fmds the Property to be unacceptable and elects not to proceed with the transaction contemplated hereby, Buyer shall, on or before the Feasibility Date, give written notice of termination to Seller in the form attached hereto as Exhibit B ("Termination Notice and Agreement"). Concurrently with such Termination Notice and Agreement, Buyer shall deliver to Seller originals or copies of all Due Diligence Reports. Conditioned upon Seller's timely receipt of the Termination Notice and Agreement, and originals or copies of the Due Diligence Reports, (i) the Deposit shall be returned to Buyer, and (ii) neither party shall have any further rights or obligations hereunder, except, however, that Buyer shall remain obligated with respect to the indemnities and obligations herein which specifically survive termination. If Buyer does not timely deliver (i) the Termination Notice and Agreement, and (ii) originals or copies of the Due Diligence Reports, prior to or on the Feasibility Date, this Agreement shall remain in full force and effect. 2.3 Access. Until the Feasibility Date (and thereafter if this Agreement is not terminated), Buyer and Buyer's agents and contractors shall be entitled to enter upon the Property at all MIAMI 2957652.8 79037/33274 2 reasonable times established by Seller, but only for the purpose of conducting tests and making site inspections and investigations. In doing so, however, Buyer agrees not to cause any damage or make any physical changes to the Property or interfere with the rights of Tenants or others who may have a legal right to use or occupy the Property. Seller or its representative shall have the right to be present to observe any testing or other inspection performed on the Property (and Buyer shall provide Seller with reasonable advance notice of all testing and inspections to be performed on the Property). Under no circumstances shall the right of entry granted herein be interpreted as delivery of possession of the Property prior to Closing. Buyer and Buyer's agents and contractors shall maintain at all times during their entry upon the Property, commercial general liability insurance with limits of not less than $1,000,000.00 combined single limit, bodily injury, death and property damage insurance per occurrence. Each policy of insurance shall name Seller as an additional insured party, with such coverage being primary whether or not the Seller holds other policies of insurance. Buyer or Buyer's agents or contractors shall deliver a certificate issued by the insurance carrier of each such policy to Seller prior to entry upon the Property. 2.4 Indemnification. To the extent allowed by law., Buyer shall protect, defend, indemnify, save and hold harmless the Seller Group against any and all claims, demands, fines, suits, actions, proceedings, orders, decrees, judgments, damage or liability (including attorneys' fees incurred by the Seller Group with respect thereto) of any kind or nature, by or in favor of anyone whomsoever, resulting from, arising from, or occasioned in whole or in part by any act or omission by Buyer, its agents, contractors, employees, representatives or invitees in, upon, or at the Property, or from Buyer's inspection, examination and inquiry of or on the Property. The provisions of this Section shall survive the Closing or termination of this Agreement. 2.5 Buyer's Obligations with Respect to Inspections. If Buyer or its agents, employees or contractors take any sample from the Property in connection with any testing, Buyer shall, upon the request of Seller, provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing. Buyer shall restore the Property to its original condition promptly after Buyer's independent factual, physical and legal examinations and inquiries of the Property, but in no event later than ten (10) days after the damage occurs. Without limiting Seller's remedies for any such damage, Buyer's obligation to restore shall be secured by Seller's right to setoff against the Deposit. Buyer shall promptly pay for all inspections upon the rendering of statements therefor. Buyer shall not suffer or permit the filing of any liens against the Property and if any such liens are filed, Buyer shall promptly cause them to be released or otherwise eliminated from being a lien upon the Property. In the event the transaction contemplated by this Agreement is not closed for any reason whatsoever, Buyer shall (a) deliver all of the Due Diligence Reports to Seller at no cost to Seller; and (b) remain obligated with respect to the indemnities and other obligations contained in this Agreement. The provisions of this Section shall survive the Closing or termination of this Agreement. 2.6 Condition of the Property. If this Agreement is not terminated pursuant to Section 2.2 above, Buyer shall be deemed to have acknowledged that Seller has provided Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Buyer deems necessary and desirable with respect to the Property and the transaction contemplated by this Agreement and that Buyer has approved the Property in all respects. The MIAMI 2957652.8 79037/33274 3 following provisions shall thereupon be applicable and shall survive the Closing or termination of this Agreement: (a) Buyer does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in'this Agreement: (i) Buyer is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) Seller has specifically bargained for the assumption by Buyer of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (iv) Buyer has undertaken all such inspections and investigations of the Property as Buyer deems necessary or appropriate under the circumstances as to the condition of the Property and the suitability of the Property for Buyer's intended use, and based upon same, Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers and Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Buyer to enter into this Agreement and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Buyer assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Buyer specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Buyer; and (b) SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. BUYER FURTHER ACKNOWLEDGES THAT BUYER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OR SELLER GROUP WITH RESPECT TO THE LAND OR MIAMI 2957652.8 79037/33274 4 PROPERTY, AND THAT, IN FACT, NOS SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT; and (c) FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MAIERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, BUYER ACKNOWLEDGES THAT BUYER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE BUYER TO MAKE BUYER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, BUYER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF BUYERS AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE ANY OF THE SELLER GROUP AND OF BUYER'S RIGHT TO CAUSE ANY OF THE SELLER GROUP TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULAI'bS THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "SARA" ACTS. 2.7 Maintenance of Propel/v. Except as Buyer may otherwise consent in writing, until the Closing Date, unless this Agreement is sooner terminated, Seller shall: (i) carry on the business of the Property in the ordinary course and in a manner consistent with Seller's prior practices (including enter into new Leases or renewals or amendments of existing Leases); (ii) maintain the Property in its present condition and repair, ordinary wear and tear excepted and subject to the terms of Section 12.2 hereof; (iii) maintain the existing insurance policies (if any) for the Property (and any replacements thereof) in full'force and effect; (iv) not sell, transfer, encumber, mortgage or place any lien upon the Property or in any way create or consent to the creation of any title condition affecting the Property; and (v) not enter into any new Service Contracts unless they are cancelable upon thirty (30) days or less notice. ARTICLE III PURCHASE PRICE AND TERMS OF PAYMENT; CLOSING ADJUSTMENTS 3.1 Purchase Price. The total Purchase Price shall be the Purchase Price set forth in Section 1.1 of this Agreement. 3.2 Payment of Purchase Price. The Purchase Price shall be paid as follows: (a) Credit for Deposit. (i) No later than the first Business Day after the Effective Date, Buyer shall deliver the Initial Deposit to the Escrow Agent; and (ii) unless Buyer has timely cancelled this Agreement in accordance with the provisions of Section 2.2, no later than MIAMI 2957652.8 79037/33274 5 the first Business Day after the Feasibility Date, Buyer shall deliver the Additional Deposit to the Escrow Agent. The Deposit is considerations for the rights granted to Buyer to purchase the Property and shall be non-refundable except, as otherwise provided herein. THE DEPOSIT SHALL BE MADE BY WIRE TRANSFER ONLY. (b) Non -Interest Bearing Account. Unless the box below is checked, and Buyer's Taxpayer Identification Number provided, the Deposit shall be held in a non-interest bearing account with a financial institution mutually approved by Seller and Buyer. At the Closing, Buyer shall receive a credit against the Purchase Price in the amount of the Deposit. ( ] NOTWITHSTANDING THE FOREGOING, the Deposit shall be held in an interest bearing account. Buyer's Taxpayer Identification Number is Interest which accrues on the Deposit shall accrue for the benefit of the Party which is or becomes entitled to the Deposit. (c) Payment at Closing. The balance of the Purchase Price, subject to the prorations and adjustments set forth in this Agreement, shall be paid (i) by Buyer to Seller by wire transfer to Title Company's account at the time of Closing, and (ii) by the Title Company to Seller by wire transfer to Seller's account immediately upon Closing. If Escrow Agent is not the Title Company, Escrow Agent shall deliver the Deposit (including all interest earned thereon, if any) to the Title Company by wire transfer the Business Day prior to the Closing Date. Neither Seller nor any entity related to Seller in any way or for which Seller acts as a conduit for financing has any obligation to finance Buyer's purchase of the Property. Wired funds must be received in the Title Company's account prior to noon Eastern time on the Closing Date. 3.3 Closing Adjustments and Prorations. Except as otherwise provided in this Section, all adjustments and prorations to the Purchase Price payable at Closing shall be computed as of the Prorations Date. Such adjustments and prorations shall include the following: (a) Revenues and Expenses. Seller shall be entitled to receive all revenues and shall be charged with all expenses relating to the ownership and operation of the Property through the Prorations Date, and to the extent any revenues for the month of Closing are not collected prior to the Prorations Date, Seller shall be entitled to a credit for same at Closing. All revenues and expenses shall be prorated as of the Prorations Date. With respect to any delinquent rents or other delinquent revenue, Buyer shall use diligent and good faith efforts to collect the same after the Closing. All such collections of delinquent rents or other revenues in excess of the credit to Seller at Closing shall be remitted by Buyer to Seller promptly after receipt, but in any event not later than ten days after receipt. The foregoing shall not, however, prohibit or restrict Seller from attempting to collect in any lawful manner after the Closing any such delinquent rent or other delinquent revenue directly from the Tenant or other party owing such amounts. In any event the first monies collected from Tenants or other parties shall be applied to the rents and other revenues delinquent as of the Closing Date until the delinquency has been cured and such collections shall be remitted to Seller in accordance with the provisions hereof. The provisions of this Section shall survive Closing. MIAMI 2957652.8 79037/33274 6 (b) Lease Prepayments and Security Deposits. Buyer shall receive credits against the Purchase Price at Closing for any unforfeited Security Deposits and any other money, together with any earned interest, in Seller's actual possession for the account of Tenants, including, all rental, utility, key, damage, and other deposits, and any prepaid rents paid to Seller by the Tenants; provided, however, that — at Seller's option — in the event that the Security Deposits are in a segregated account, Seller may transfer' the account to Buyer in lieu of prorating such Security Deposits. Because Seller may have obtained title via foreclosure or deed in lieu of foreclosure (or from a lender which has obtained title via foreclosure or deed in lieu of foreclosure), Seller may not have obtained (or obtained credit for) Security Deposits as described in any Leases of the Property. In such event, Buyer will not obtain a credit for such Security Deposits against the Purchase Price. (c) Taxes and Assessments; Pending and Certified Liens. Taxes and assessments for the year of Closing shall be prorated as of the Prorations Date based upon the amount of such taxes for the year of Closing, if the amount of such taxes is known at the time of Closing; if such amount cannot be then ascertained, proration shall be based upon the amount of the taxes, with the maximum discount allowed by law, if any, for the preceding year. If any tax proration shall be based upon the amount of taxes for the year preceding the year of Closing, such taxes shall not be reprorated after the tax bills for the year of Closing are received. To the extent that Seller completes any pending tax appeal which results in savings for periods prior to and after Closing, the parties agree to reprorate any such taxes and to share in the costs of such appeal, including attorney's fees and costs, based on the parties' pro rata ownership of the Property for such tax period. County or other public liens, if any, certified or for which the work has been substantially completed on the date of Closing shall be paid by Seller and any other such liens shall be assumed by Buyer. Other assessments not included on the regular property tax bills, license fees for transferred licenses, and state or municipal fees and taxes for the Property for the applicable fiscal period during which Closing takes place ,shall be adjusted as of the Prorations Date on the basis of the most recent ascertainable assessments and rates, and shall be re -prorated as necessary pursuant to subparagraph (f) below. (d) Utility Charges. Electric, water, sewer, gas, fuel, waste collection and removal and other utility and operating expenses relating to the Property shall be prorated as of the Prorations Date. It shall be assumed that the utility charges were incurred uniformly during the billing period in which the Closing occurs. If bills for the applicable period are unavailable, the amounts of such charges will be estimated based upon the latest known bills. Notwithstanding the foregoing, to the extent possible: (i) Seller and Buyer shall request the utility companies to read the meters as of the Prorations Date; (4) Seller shall be responsible for all such utility charges incurred through the Prorations Date; i (iii) Buyer shall make application to the various companies for the continuation of such services and the establishment of the required accounts in the name of Buyer effective from and after the Prorations Date; (iv) all prepaid deposits for utilities shall be refunded to Seller at or promptly after the time of Closing by the utility companies; and (v) it shall be Buyer's responsibility to make any utility deposits required for the continuation of such services from and after the Prorations Date; provided, however, that if any utility company keeps Seller's deposit (and transfers said deposit to Buyer), Seller shall receive a credit in the amount of the utility deposit at Closing. MIAMI 2957652.8 79037133274 7 (e) Other Prorations. In addition to the previously stated adjustments and prorations at Closing the parties shall also make such adjustments and prorations to the Purchase Price as are customary and usual in transactions similar to the transaction contemplated by this Agreement. (f) Reproration and Post -Closing Adjustments. In the event that any adjustments or prorations (other than real estate taxes) cannot be apportioned or adjusted at Closing by reason of the fact that final or liquidated amounts have not been ascertained, or are not available as of such date, the parties hereto agree to apportion or adjust such items on the basis of their best estimates of the amounts at Closing and to re -prorate any and all of such amounts promptly when the final or liquidated amounts are ascertained. In the event of any omission or mathematical error on the closing statement, or if the prorations, apportionments and computations shall prove to be incorrect for any reason, the same shall be promptly adjusted when determined and the appropriate party paid any monies owed. This provision shall survive the Closing. 3.4 Costs and Expenses. Buyer shall pay all escrow fees, all costs of recording, all documentary stamp, transfer and similar taxes, the title insurance premium for any title insurance policy and endorsements requested or required by Buyer, the costs of any survey or survey update obtained by Buyer, the cost of obtaining the Title Commitment, and the costs of all lien searches and other due diligence expenses in connection with the issuance of a title insurance policy. Attorneys' fees, consulting fees, and other due diligence expenses shall be borne by the party incurring such expense. The provisions of this Section shall survive the Closing. ARTICLE IV TITLE 4.1 Evidence of and Encumbrances upon Title. [X] Buyer [ ] Seller [check appropriate box] shall order a Title Commitment within five (5), Business Days of the Effective Date, and upon receipt thereof shall promptly deliver a copy of the Title Commitment to the other party. The Title Commitment shall be the basis upon which Buyer reviews the status of title to the Real Property. Buyer may deliver to Seller written' objections to exceptions contained in the Title Commitment on or before the fifth (5th) Business Day prior to the Feasibility Date; provided, however, the following shall be deemed "Acceptable Encumbrances" and Buyer shall not have the right to object to Acceptable Encumbrances: (a) Real property taxes and assessments for the year in which the sale and purchase shall be closed, which shall be prorated as provided for herein; (b) The standard printed exceptions contained in owner's title insurance policies; (c) Zoning and other regulatory laws and ordinances affecting the Property; (d) Conditions, easements and restrictions of record; (e) Any other matters of record that do not render title unmarketable; and MIAMI 2957652.8 79037/33274 8 (f) Any matters that are approved in writing by Buyer or deemed approved by Buyer in accordance with this Agreement or that are caused or permitted by Buyer. If Buyer timely delivers a written objection (a "Title Objection") to any item (other than an Acceptable Encumbrance), then Seller shall have the right - but not the obligation - to use commercially reasonable diligence to remove, discharge or correct such liens, encumbrances or objections and shall have a period of sixty (60) days after receipt of the Title Objection (the "Title Cure Period") in which to do so (and 'if necessary the Closing Date shall be extended accordingly). Seller shall not in any event be obligated to pay any sums of money or to litigate any matter in order to remove, discharge or correct any lien, encumbrance or objection. If Seller shall be unwilling or unable to remove, discharge or correct such other liens, encumbrances or objections within such Title Cure Period, then Buyer may, at its option, no later than five (5) days after Seller notifies Buyer of Seller's unwillingness or inability, either terminate this Agreement by delivering written notice of such election to Seller (a "Buyer Title Termination Notice"), or accept title in its then existing condition without reduction of the Purchase Price. If Buyer shall elect to terminate this Agreement pursuant to this Section, Buyer shall execute the Termination Notice and Agreement, and shall deliver the executed Termination Notice and Agreement and the Due Diligence Reports to Seller, the Deposit shall be delivered to Buyer, this Agreement shall terminate, and thereafter neither Seller nor Buyer shall have any further rights or obligations hereunder, except that Buyer shall remain obligated with respect to the indemnities and obligations of this Agreement which specifically survive termination. If (i) Buyer fails timely to give written notice of any Title Objection to Seller, or (ii) Buyer fails to give a Buyer Title Termination Notice within five (5) days after Seller notifies Buyer of Seller's unwillingness or inability to cure any Title Objection (if; applicable), all matters reflected on the Title Commitment shall be deemed to be Acceptable'Encurnbrances. 4.2 Survey. Prior to the Feasibility Date, Buyer may cause a survey of the Real Property to be prepared or updated at Buyer's sole cost and expense, and have a copy of same delivered to Seller. Any such survey shall conforrn to ALTA requirements and be certified to Buyer, Seller and the Title Company. If any encroachments or other matters not acceptable to Buyer are shown, Buyer may give written notice of objection to Seller within the same time frame for providing Title Objections, in which case any such encroachment or other matter shall be treated in the same manner as a title defect pursuant to Section 4.1 above. If, however, Buyer fails to obtain a survey or update or if Buyer obtains a survey or update but fails timely to give written notice of objection, all encroachments and other matters of survey shall be deemed approved by Buyer and shall constitute Acceptable Encumbrances. 4,3 Updated Title Commitment. On or before the Closing Date, Buyer and/or Seller may cause the Title Company to update the Title Commitment. If the updated Title Commitment contains exceptions that do not constitute Acceptable Encumbrances, Buyer may deliver written objection thereto prior to Closing. If Buyer timely and properly files written objection to any such other item, then same shall be treated in the same manner as a title defect pursuant to Section 4.1 above. If the updated Title Commitment contains no exceptions other than those reflected on the Title Comrnitment and other Acceptable Encumbrances, or if Buyer fails to give written notice of objection to Seller prior to Closing, all matters reflected on the updated Title Commitment shall be deemed Acceptable Encumbrances, this Agreement shall remain in fall MIAMI 2957652.8 79037/33274 9 force and effect and Buyer shall be obligated to complete the transaction as required by this Agreement. ARTICLE V ESCROW AND CLOSING 5.1 Escrow Instructions. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Escrow Agent, and this Agreement shall serve as the instructions to the Escrow Agent (and, if the Escrow Agent is not the Title Company, to the Title Company with respect to the period of time that Title Company holds the Deposit prior to completion of Closing) as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and Buyer agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Escrow Agent and/or the Title Company to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control. 5.2 Time and Place. Closing shall take place on the Closing Date or such earlier date as may be mutually acceptable to the parties with all deliveries to be made in escrow to the Title Company on or prior to the Closing Date; provided, however, that pursuant to Sections 4.1 and 4.3, Seller, at Seller's option, may extend the Closing Date for purposes of curing objections to the status of title that were timely and properly, raised by Buyer. Buyer acknowledges that Seller may at Seller's option use closing proceeds to satisfy any mortgage or lien on the Property. 5.3 Seller's Deposit of Documents, At or before Closing, Seller shall prepare, and deposit or cause to be deposited into escrow with the Title Company the following items (which shall be in the form(s) attached as Exhibits, if such Exhibits are attached; and if not, in form sufficient to convey title to the Property and for the Title Company to delete the requirements of the Title Commitment, in accordance with the requirements of this Agreement): (a) an executed Deed with respect 'to the Land, in the form of Exhibit C hereto (if attached), together with any State, County and local transfer tax declarations and forms required to be executed by Seller; (b) an executed Affidavit in the form of Exhibit D hereto (if attached); (c) an executed Bill of Sale (without warranties) with respect to the Personal Property, if any, in the form of Exhibit E hereto (if attached); (d) two counterparts of an executed Assignment and Assumption Agreement with respect to the Intangible Property in the form of Exhibit F hereto (if attached), together with originals or copies of any Leases, Service Contracts and Permits, to the extent in Seller's possession (which such Leases, Service Contracts and Permits shall be delivered at Seller's property manager's office); (e) a form letter executed by Seller; to advise all Tenants under Leases in the form of Exhibit G hereto (if attached), and a form letter executed by Seller to advise all contractors MIAMI 2957652.8 79037/33274 I0 under Service Contracts, if any, in the form Buyer; (f) transaction; f Exhibit H hereto (if attached), of the sale to an executed Buyer - Seller Closii g Statement reflecting all financial aspects of the (g) as appropriate, all plans, specifications, permits, licenses and keys in Seller's actual possession with respect to the Property (which shall be delivered at Seller's property manager's office); and (h) an executed Certificate of a senior officer of the sole member of Seller (or such sole member's manager), certifying as to the authority of Seller, its sole member (and, as appropriate, its manager), and as to the signatory of the Closing documents. 5.4 Buyer's Deposit of Documents. At or before Closing Buyer shall deposit or cause to be deposited into escrow the following: (a) cash to close in the amount required by Section 3.2; (b) any State, County and local transfer tax declarations and forms required to be executed by Buyer; (c) two counterparts of an executed Assignment and Assumption Agreement (if the appropriate box is checked); (d) an executed Buyer - Seller Closing Statement; and (e) evidence reasonably satisfactory to Seller and the Title Company reflecting that all documents executed by Buyer at Closing were duly authorized and executed, and such other documentation as may be required by the Title Company in order to insure title to the Property. 5.5 Other Documents. Buyer and Seller shall each deliver such other documents as are otherwise required by this Agreement to consummate the purchase and sale of the Property in accordance with the terms hereof. Unless the parties otherwise agree in writing, the Title Company is hereby designated as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the United States Code and the regulations promulgated thereunder. If requested in writing by either party, the Title Company shall confirm its status as the "Reporting Person" in writing, which such writing shall comply with the requirements of Section 6045(e) of the United States Code and the regulations promulgated thereunder. 5.6 Possession. Possession of the Property, subject to the Leases (if any), shall be surrendered to Buyer at the Closing. MIAMI 2957652.8 79037/33274 ARTICLE VI ENVIRONMENTAL MATTERS 11 6.1 Release. Without limiting the provisions of Section 2.6, Buyer acknowledges that Seller is not in any manner responsible to .Buyer for the presence of any Hazardous Materials at, on, in, under or relating to the Property, if any. Buyer hereby specifically releases the Seller Group from any and all claims, losses, liabilities, fines, charges, damages, injuries, penalties, response costs, and expenses of any and every kind whatsoever (whether known or unknown) relating to the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the Property, if any, including without limitation, any residual contamination, in, on, under or about the Property or affecting natural resources, whether prior to or following Closing, and also including, without limitation, any liability due to asbestos - containing materials at the Property. Each covenant, agreement, representation, and warranty of Buyer contained in this Section 6.1 of this Agreement shall survive the Closing or termination of this Agreement. 6.2 Indemnification. Without limiting the provisions of Section 2.4 and Section 2.6(c), to the extent allowed by law, Buyer hereby indemnifies and agrees to defend, protect, save and hold Seller Group harmless from and against any and all losses, liabilities, fines, charges, damages, injuries, penalties, response costs, expenses (including attorneys fees and costs at all levels) and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against Seller, with respect to or as a direct or indirect result of the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Material from, the Property; provided, however, that so long as Buyer has obtained and delivered a Phase I Environmental Report to Seller at Closing (which shall be deemed to be an accurate representation as to the environmental condition of the Property), such indemnification will be limited to any recognized environmental condition set forth in such Phase I Environmental Report and to matters first occurring, arising, existing or exacerbated after; Closing and relating to the Buyer's ownership of or operations on the Property. The foregoing; indemnification includes (a) all foreseeable and unforeseeable consequential damages to the maximum extent permitted by .law; (b) the costs of any required or necessary repair, remediation, or decontamination of the Property; and (c) any fines and penalties that may be imposed. This agreement to defend, indemnify, protect, save and hold harmless shall survive the Closing of this Agreement and shall be in addition to any other obligations or liability that Buyer may have to Seller Group at common law or by statute or otherwise. This agreement to defend, indemnify, protect, save and hold harmless shall not apply unless and until the Closing of the sale and purchase of the Property occurs. 6.3 Confidentiality of Hazardous Materials Reports. Unless and until the Closing actually occurs, Buyer, its agents, consultants and employees shall keep confidential all Hazardous Materials Reports and other information, received or completed by Buyer in Buyer's independent factual, physical and legal examinations and inquiries of the Property, except that: (a) Buyer shall promptly after receipt provide Seller with a list of all Hazardous Materials Reports and other information, received or completed by Buyer and, upon (and only upon) Seller's request will promptly deliver copies thereof to Seller; and (b) Buyer may disclose same to its consultants if Buyer first obtains the agreement in writing of such consultants to keep such Hazardous Materials Reports and related documentation confidential. Unless and until the Closing actually occurs, neither the contents nor the results of any test, report, analysis, opinion or other information shall be disclosed by Buyer, its agents, consultants and employees without Seller's prior written approval, except as provided above. Furthermore, Buyer shall not disclose to Seller IMAM[ 2957652.8 79037/33274 12 the contents or results of any Hazardous Materials Reports unless and until such time as Seller has requested copies of such Hazardous Materials Reports in writing. To the extent allowed by public record laws, the provisions of this Section 6.3 shall survive the termination of this Agreement. ARTICLE VII WARRANTIES AND REPRESENTATIONS 7.1 Buyer's Warranties and Representations. Buyer warrants and represents that: (a) Buyer has the full right, power, and authority to purchase the Property from Seller as provided in this Agreement and to carry out Buyer's obligations hereunder; (b) Buyer is the type of entity set forth in the preamble to this Agreement, duly organized and in good standing under the laws of the state of its organization and is qualified to do business in the State; (c) all requisite action necessary to authorize Buyer to enter into this Agreement and to carry out Buyer's obligations has been obtained; (d) this Agreement has been duly authorized, executed and delivered by Buyer; and (e) the execution of this Agreement and the Closing to occur hereunder do not and will not violate any contract, covenant or other Agreement to which Buyer may be a party or by which Buyer may be bound. The provisions of this Section shall survive the Closing. 7.2 Seller's Warranties and Representations. Seller warrants and represents that: (a) Seller has the full right, power, and authority to sell the Property to Buyer as provided in this Agreement and to carry out Seller's obligations hereunder; (b) Seller is a limited liability company duly organized and in good standing under the laws of its state of formation; (c) all requisite action necessary to authorize Seller to enter into this Agreement and to carry out Seller's obligations has been obtained; and (d) this Agreement has been duly authorized, executed and delivered by Seller. The provisions of this Section shall survive the Closing. ARTICLE VIII ASSIGNMENT Buyer's reputation, experience, and financial status constitute a material inducement and a substantial part of the consideration for sale of the Property by Seller to Buyer. Therefore, Buyer may not assign this Agreement, nor may any of Buyer's rights hereunder be transferred in any manner to any person or entity, without Seller's specific prior written consent, which consent may be withheld by Seller for any reason whatsoever; except, however, that Buyer shall have the right to assign this Agreement, without Seller's consent, to an entity owned and controlled by Buyer or those that directly hold the ownership interests in Buyer; provided, however, any such assignment shall be binding on Seller only to the extent Buyer provides Seller with written intent to so assign, specifically naming the assignee and providing the signature block for the assignee, no later than ten (10) Business Days prior to Closing. If Buyer assigns this Agreement pursuant to the terms hereof: (a) the assignee shall be liable (jointly and severally with assignor) for all of Buyer's obligations hereunder; (b) the assignor (i.e., the original Buyer hereunder) shall remain obligated (but jointly and severally with assignee) with respect to all of Buyer's obligations hereunder; and (c) the assignor and any assignee shall execute such instruments of assignment and assumption in such form as Seller may require in confirmation of the provisions hereof. MIAMI 2957652.8 79037/33274 13 ARTICLE IX BROKERAGE Each of Buyer and Seller represents and warrants to the other that it has not contacted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction other than the, Disclosed Buyer Broker and/or Disclosed Seller Broker (but only if identified in Section 1.1 above), and that it has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to this, transaction. To the extent allowed by law, each party hereby indemnifies, protects, defends and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including, but not limited to, reasonable attorneys' fees) resulting to the other party from a breach of the representation and warranty made by such party herein. If, as and when Closing actually occurs and the Purchase Price is received by Seller, Seller agrees to pay the Disclosed Seller Broker (if any) a commission in accordance with a separate written agreement by and between Seller and the Disclosed Seller Broker, and Disclosed Seller Broker shall be responsible for paying any commission due Disclosed Buyer Broker (provided, however, that any commission due .Disclosed Buyer Broker may be provided for on the Closing statement and paid out of Closing proceeds). The provisions of this Article shall survive the Closing and termination of this Agreement. ARTICLE X DEFAULT 10.1 Buyer's Default. If Buyer shall fail to close the transaction contemplated hereby as and when required or if Buyer shall otherwise be in default of its obligations hereunder prior to Closing, the Deposit shall be paid over to Seller as agreed and liquidated damages for Buyer's failure to close, it being acknowledged by Buyer and Seller that in such event Seller will suffer substantial damages but such damages are incapable of exact ascertainment. After payment to Seller of the Deposit, neither Seller nor Buyer shall have any further rights or obligations hereunder, except that Buyer shall remain o11igated pursuant to the provisions hereof which survive termination (including, without limitation, for any damages caused by any breach by Buyer separate and distinct from the breach of, failure to close). If subsequent to Closing Buyer shall fail to comply with its obligations contained herein which survive Closing, Seller, in addition to any rights and remedies provided herein, shall be entitled to any and all remedies available at law or in equity. Anything contained herein to the contrary notwithstanding, it is agreed that, should Buyer default after the Feasibility Date, Buyer's obligations shall include delivery of the entire Deposit, including the Additional Deposit, even if the Additional Deposit shall not timely have been made, and Seller shall be entitled to liquidated damages in the amount of the Initial Deposit and the Additional Deposit. 10.2 Seller's Default. If this transaction shall not be closedbecause of default of Seller, the Deposit shall, at Buyer's election, be refunded to Buyer on demand, and, after repayment of the Deposit to Buyer, this Agreement shall be terminated and neither Seller nor Buyer shall have any further rights or obligations hereunder except that Buyer shall remain obligated pursuant to the provisions hereof which survive termination; or Buyer shall have the right to sue for specific performance of this Agreement, provided that such specific performance remedy shall be MIAMI 2957652.8 79037/33274 14 available to Buyer only upon Buyer's full satisfaction of each of Buyer's obligations under this Agreement, including without limitation Buyer's obligation to deliver the Deposit to the Title Company and delivering sufficient proof to the Title Company and Seller that Buyer is ready, willing and able to close this transaction. The option selected by Buyer shall be Buyer's sole and exclusive remedy, and in no event shall Buyer be entitled to damages. To the extent allowed by law, Buyer agrees to indemnify, defend, protect, save and hold harmless Seller and each of Seller's directors, officers, employees, agents, affiliates, members, stockholders and other principals and representatives from and against any and all losses, claims, liabilities, damages, injuries, penalties and other costs and expenses of any and every kind whatsoever (collectively the "Losses") paid, incurred or suffered by or asserted against Seller as a result of or arising out of Buyer wrongfully seeking, commencing and/or prosecuting a specific performance action against Seller or in any way wrongfully filing alis pendens or similar action against the Property, which Losses shall include without limitation any amounts which would otherwise have been realized by Seller had Seller been able to sell, transfer or convey the Property to any other buyer free of any such specific performance, lis pendens or other similar action. 10.3 No Obligation of Seller after Closing.' Buyer expressly acknowledges and agrees that Seller has no obligations with respect to the Property that survive the Closing, except as specifically set forth herein. The provisions of this Section shall survive the Closing. ARTICLE XI NO JOINT VENTURE Buyer acknowledges and agrees that neither Seller nor any other member of the Seller Group is a venturer, co -venturer, insurer, guarantor or partner of Buyer in Buyer's development of, construction upon and resale of the Property, and that Seller and Seller Group bear and shall bear no liability whatsoever resulting from or arising out of Buyer's ownership and development of, and construction upon, the Property. The provisions of this Article shall survive the Closing. ARTICLE XII MISCELLANEOUS 12.1 Confidentiality Agreement. All terms and conditions of the Confidentiality Agreement, if any, shall remain in full force and effect according to its terms during the pendency of this Agreement and such terms thereof as are intended to survive acquisition of the Property by Buyer shall continue to survive. The provisions of this Section shall survive the Closing or any expiration or termination of this Agreement. 12.2 Risk of Loss. Seller agrees to give Buyer prompt notice of any fire or other casualty affecting the Property after the Effective Date or of any actual or threatened (to the extent that Seller has current actual knowledge thereof) taking or condemnation of all or any portion of the Property after the Effective Date. (a) If after the Effective Date and prior to Closing, there shall occur damage to the Property caused by fire or other casualty which would reasonably be expected to cost an amount equal to or greater than ten percent (10%) of the Purchase Price to repair, or the taking or MIAMI 2957652.8 79037133274 15 condemnation of all or any portion of the Property which would materially interfere with the present use of such Property, then, in such event, Buyer shall have the right to terminate this Agreement by giving written notice to Seller in the form of the Termination Notice and Agreement, together with copies or originals of all Due Diligence Reports, within ten (10) days after Buyer has received notice from Seller or otherwise learns of that event. (i) Upon such termination and delivery of copies or originals of all Due Diligence Reports, the Deposit shall be delivered to Buyer and neither party shall have any further rights or obligations hereunder; provided, however, that Buyer shall remain obligated with respect to the indemnities and obligations herein which specifically survive termination. (ii) If Buyer does not timely terminate this Agreement, then the Closing shall take place as provided herein and, at Closing, Seller shall assign to Buyer all interest of Seller in and to the insurance proceeds or condemnations awards payable to Seller on account of that event, less any expenses reasonably incurred by Seller before and/or after the Closing in processing and resolving the claim with the insurance company, including but not limited to reasonable attorneys' fees and costs (collectively, the "Net Proceeds"). At Closing, Seller shall receive a credit in the amount of any sums reasonably incurred by Seller before the Closing to repair any damage caused by such event. Notwithstanding the foregoing, in the event that the amount of Net Proceeds exceeds the Purchase Price, Buyer shall only be entitled to a share of the Net Proceeds (the "Buyer's Proceeds") equal to the Purchase Price and Seller shall receive the balance of the Net Proceeds which exceed the Purchase Price (the "Excess Proceeds"); i.e., the term "Buyer's Proceeds" shall mean the lesser of the Net Proceeds and the Purchase Price. (b) If after the Effective Date and prior to Closing there shall occur damage to the Property caused by fire or other casualty which would reasonably be expected to cost less than ten percent (10%) of the Purchase Price to repair, or the taking or condemnation of a portion of the Property which would not materially interfere with the present use of the Property, then, Buyer may not terminate this Agreement and there shall be assigned to Buyer at the Closing all interest of Seller in and to the Buyer's Proceeds. At Closing, Seller shall receive a credit in the amount of any sums reasonably incurred by Seller before the Closing to repair any damage caused by such event. (c) If after the Effective Date and 'prior to Closing, there shall occur damage to the Property caused by fire or other casualty which would reasonably be expected to cost an amount equal to or greater than fifty percent (50%) of the Purchase Price to repair, then, in such event, Seller shall have the right to terminate this Agreement by written notice thereof delivered to Buyer within ten (10) days after that event, together with an executed Termination Notice and Agreement and the Due Diligence Reports. In such event, the Deposit shall be delivered to Buyer and neither party shall have any further rights or obligations hereunder; provided, however, that Buyer shall remain obligated with respect to the indemnities and obligations herein which specifically survive termination. If Seller does not timely terminate this Agreement, then (provided that Buyer has not terminated this; Agreement as provided for in this Section), the Closing shall take place as provided herein and there shall be assigned to Buyer at the Closing all interest of Seller inand to the Buyer's Proceeds. At Closing, Seller shall receive a credit in the MIAMI 2957652.8 79037/33274 16 amount of any sums reasonably incurred by caused by such event. Seller before the Closing to repair any damage (d) Regardless of whether any of the Net Proceeds in connection with a casualty to the Property are assigned to Buyer at Closing in accordance with this Section 12.2, Seller shall retain the exclusive right to process and handle the claim with Seller's insurance company. Seller and Buyer agree to use good faith efforts to cooperate with each other in resolving any insurance claim, including as to the amount of the Net Proceeds, including, without limitation, promptly providing any and all materials requested by the insurance company and promptly responding to any and all inquiries from the insurance company. Seller shall not have the right to agree to the amount of Net Proceeds with the insurance company without the prior written consent of Buyer (which shall not be unreasonably withheld), unless the Net Proceeds are reasonably expected to equal or exceed the Purchase Price (in which case Seller shall have the right to negotiate and agree with the insurance company by itself, in its sole discretion). Upon payment by the insurance company on or after. Closing, the Buyer's Proceeds shall be disbursed to Buyer and the Excess Proceeds, if any, (shall be disbursed to Seller. Seller makes no representation or warranty with respect to the amount of the Net Proceeds that will be available from the insurance company in connection with any such casualty, including, without limitation, whether Buyer will be entitled to the actual cash value or the replacement cost of the Property. The provisions of this paragraph shall survive the Closing. 12.3 Construction. The terms "Seller" and I "Buyer" whenever used in this Agreement shall include the heirs, personal representatives, successors and assigns of the respective parties hereto; provided, however, that Buyer's right of assignment is restricted by the provisions hereof. Whenever used, the singular number shall include the plural and the plural the singular, and the use of any gender shall include all genders. The term "including" as used herein shall in all instances mean "including, but not limited to". The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the interpretation of this Agreement. This Agreement and any related) instruments shall not be construed more strictly against one party than against the other by virtue of the fact that initial drafts may have been prepared by counsel for one of the parties, it being recognized that this Agreement and any related instruments are the product of extensive negotiations between the parties hereto. 12.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which will constitute the same Agreement. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto, but having attached to it one or more additional signature pages. Electronically transmitted signatures on this Agreement, any amendment thereto, and on any notice given pursuant to it shall be effective as originals. 12.5 Severability and Waiver. Invalidation of any one Section or provision of this Agreement by judgment or court order shall in no way affect any other Section or provision. Failure of any party to this Agreement to insist on the full performance of any of its provisions by the other party (or parties) shall not constitute a waiver of such performance unless the party failing to insist on full performance of the provision declares in writing signedby it that it is waiving such MIAMI 2957652.8 79037/33274 17 performance. A waiver of any breach under this Agreement by any party, unless otherwise expressly declared in writing, shall not be a continuing waiver or waiver of any subsequent breach of the same or other provision of this Agreement. The provisions of this Section shall survive the Closing. 12.6 Governing Law. The laws of the State (without regard to conflicts of law) shall govern the validity, construction, enforcement and interpretation of this Agreement. 12.7 Further Acts. In addition to the acts and deeds recited in this Agreement and contemplated to be performed, executed, and/or delivered under this Agreement, Seller and Buyer agree to perforin; execute and/or deliver or cause to be delivered, executed and/or delivered at Closing or after Closing all further acts, deeds, and assurances reasonably necessary to consummate the transactions contemplated hereby. 12.8 Notices. All notices, demands, requests, and other communications required or permitted hereunder shall be in writing. All such notices, demands, requests and other communications (and copies thereof) shall be deemed to be delivered: (a) if sent by messenger, upon personal delivery to the party to whom the notice is directed; (b) if sent by facsimile or other electronic transmission, upon delivery (but only so long., as a copy of the notice is also sent by another method provided for in this Section 12.8); (c) if sent by overnight courier, with request for next Business Day delivery, on the next Business Day after sending; or (d) whether actually received or not, two (2) Business Days after deposit in! a regularly maintained receptacle for the United States mail, registered or certified, return receipt requested, postage prepaid, addressed as follows (or to such other address as the parties may specify by notice given pursuant to this Section): TO SELLER: c/d Rialto Capital Advisors, LLC 790 NW 107th Avenue, 4th Floor Miami FL 33172 Attention: Greg Hogan Telephone No. 305- 485-2518 Facsimile No. 305- 485-2724 E-mail Address: greg.hogan@rialtocapital.com WITH A COPY TO: Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131 Attention: Jon Chassen, Esq. Telephone No. 305-350-7270 Facsimile No. 305-351-2270 E-mail Address: jchassen@bilzin.com TO BUYER: MIAMI 2957652.8 79037/33274 Indian River County Attention: Vincent M. Burke Utilities Director 1801 27th Street 18 Vero Beach, FL 32960 Telephone No. 772-226-1830 Facsimile No. 772-770-5318 E-mail Address. vburke@ircgov.com WITH A COPY TO: William K. DeBraal Deputy County Attorney 1807 27th Street Vero Beach, FL 32960 Telephone No. 772-226-1426 Facsimile No. 772-569-4317 E mail Address: bdebraal@ircgov.com 12,9 Entire Agreement; Amendment. This Agreement contains the entire understanding between Buyer and Seller with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be modified, amended, changed, waived, discharged or terminated orally. Any such action may occur only by an instrument in writing signed by the party against whom enforcement of the modification, change, waiver, discharge or termination is sought. 12.10 Recording. This Agreement shall not be recorded and Buyer agrees that recording same constitutes a default by Buyer. 12.11 Exhibits and Schedules. The Exhibits and Schedules that are referenced in and/or attached to this Agreement are incorporated in, and made a part of, this Agreement for all purposes. 12.12 Time of the Essence. Seller and Buyer expressly agree that time is of the essence with respect to this Agreement. If the final day of any period or any date of performance under this Agreement falls on a date which is not a Business Day, then the final day of the period or the date of performance, as applicable, shall be extended to the next day which is a Business Day. 12.13 No Third Party Beneficiary. This Agreement is solely between Seller and Buyer and no other party shall be entitled to rely upon any provision hereof for any purpose whatsoever. 12.14 Back -Up Contract(s). Buyer understands that Seller may negotiate with other parties and may enter into one or more back-up contracts for the sale of the Property. Any back-up contract will be subject and subordinate to this Agreement so long as this Agreement is in full force and effect and Buyer is not in default hereunder. 12.15 Requisite Senior Management Approval. Prior to execution and delivery of this Agreement by Seller, this Agreement is subject to approval by Seller's senior management. Neither the submission of any proposal or this Agreement for examination to Buyer, nor any correspondence or course of dealing between Buyer and Seller shall constitute a reservation of or option for the Property or in any manner bind Seller. No contract or obligation on the part of Seller shall arise until this Agreement is approved by Seller's senior management and fully executed and unconditionally delivered by Seller. If, however, Seller executes and returns this MIAMI 2957652.8 79037/33274 19 Agreement to Buyer, the requirement for Senior Management Approval shall be deemed satisfied. 12.16 Limitation on Liability. Buyer expressly agrees that the obligations and liabilities of Seller under this Agreement and any document referenced herein shall not constitute personal obligations of the officers, directors, employees, agents, trustees, partners, members, representatives, stockholders or other principals and representatives of Seller. Notwithstanding anything to the contrary, Seller's liability, if any, arising in connection with this Agreement or with the Property shall be limited to Seller's linterest in the Property for the recovery of any judgment against Seller, and Seller shall not! be personally liable for any such judgment or deficiency after execution thereon. The limitations of liability contained in this paragraph shall apply equally and inure to the benefit of Selle'r's present and future officers, directors, trustees, shareholders, agents and employees, and their respective heirs, successors and assigns. 12.17 Mold Disclosure. Mold and/or other microscopic organisms can be found almost anywhere. They occur naturally in the environme.nt and can grow on virtually any organic substance as long as moisture and oxygen are present. Mold and/or other microscopic organisms may cause property damage and/or health problems. Buyer acknowledges and agrees that Seller shall not be responsible for any damages, liabilities, claims or losses arising out of or relating to mold and/or other microscopic organisms at the Property including but not limited to property damages, personal injury, adverse health effects, loss of income, emotional distress, death, loss of use or loss of value and Buyer hereby 'releases Seller from the same. Buyer hereby acknowledges that it has read and understood this disclosure and release and agrees to the provisions contained herein. The provisions of this Section shall survive the Closing or termination of this Agreement. 12,18 Prohibited Persons. Neither Buyer nor any of its respective officers, directors, shareholders, partners, members or affiliates (including without limitation indirect holders of equity interests in Buyer) is or will be an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 24, 2001 ("E013224"), (ii) whose name appears on the United States Treasury Department's Office of Foreign Assets Control ("OFAC") most current list of "Specifically Designated National and Blocked Persons" (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/tllsdn.pdf), (iii) who commits, threatens to commit or supports "terrorism," as that term is defined in E013224, (iv) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorismor money laundering, including, without limitation, E013224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or (v) who is otherwise affiliated with any entity or person listed above (any and all parties described in clauses (i) — (v) above are herein referred to as a "Prohibited Person"). Buyer covenants and agrees that neither Buyer nor any of its respective officers, directors, shareholders, partners, members or affiliates (including without limitation indirect holders of equity interests in Buyer) shall (aa) conduct any business, nor engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, MTAMI 2957652.8 79037/33274 20 goods, or services, to or for the benefit of a Prohibited Person, or (bb) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. The provisions of this Section shall survive the Closing or termination of this Agreement. ARTICLE XIII ESCROW TERMS The Escrow Agent [and, if different, the Title Company, after the Deposit is transmitted to it (in which case the Title Company shall be deemed to be the Escrow Agent)] shall hold the Deposit in escrow on the following terms and conditions: (a) The Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, in accordance with the provisions of this Agreement. (b) Any notice to or demand upon the Escrow Agent shall be in writing and shall be sufficient only if received by the Escrow Agent within the applicable time periods set forth herein, if any. Notices to or demands upon the Escrow Agent shall be sent by United States mail, registered or certified, return receipt requested, postage prepaid, or overnight courier service, for next day delivery, to the address set forth in Section 1.1 of this Agreement, or served personally upon the Escrow Agent with receipt acknowledged in writing by the Escrow Agent. Notices from the Escrow Agent to Seller or Buyer shall be delivered to them in accordance with Section 12.8 of this Agreement. (c) If the Escrow Agent shall have received notice signed by either party advising that litigation between the parties over entitlement to the Deposit has been commenced (along with evidence of the commencement of such litigation, and information sufficient for the Escrow Agent to identify and describe the litigation), the Escrow Agent shall, on demand of either party, interplead the Deposit with the clerk of the court in which such litigation is pending. If at any time the Escrow Agent is uncertain of its duties hereunder or if the Escrow Agent for any other reason is no longer willing to serve as escrow agent, the Escrow Agent may, on notice to the parties, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Escrow Agent, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, the reasonable costs of which shall be borne by whichever of the parties is the losing party. Upon the taking by the Escrow Agent of such action described, the Escrow Agent shall be released of and from all liability hereunder as escrow agent. (d) The Escrow Agent shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be genuine. The Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of the Escrow Agent's gross negligence or willfulmisconduct. Escrow Agent shall not be liable for any acts taken in good faith but only for its intentional misconduct or gross negligence. MIAMI 2957652.8 79037f33274 21 (e) The terms and provisions of this Article shall create no right in any person, firm or corporation other than the parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms hereof. (f) The Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the tenns of this Agreement. ARTICLE XIV LITIGATION 14.1 Attorneys' Fees; Jurisdiction; Venue. In the event of any litigation arising out of or under this Agreement and/or out of Buyer's ownership, development or construction upon the Property, the prevailing party shall be entitled to collect from the non -prevailing party reasonable attorneys' fees and costs, including at all appellate levels and in any bankruptcy proceeding. Buyer and Seller hereby submit to the jurisdiction of the Civil Courts of the State and the United States District Courts located in the State in respect of any suit or other proceeding brought in connection with or arising out of this Agreement and venue shall be in the County. The provisions of this Section shall survive the Closing. 14.2 WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH OR RELATED HERETO, OR ANY COURSE OR CONDUCT, COURSE. OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS TRANSACTION. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] MIAMI 2957652.8 79037/33274 22 IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the Effective Date. Signed, sealed and delivered in the SELLER presence of: Signature: Print Nam Signature: MIAMI 2957652.8 79037/33274 LLC, limited liability company By:( ~I I.it, a \1., ?..,_ • ., limited liability company, its sole member By: .-c-a.i..,,,;,, limited liability company, its manager By: ,F AMG /2SEAL) Name: Title: 23 SELLER: RREF RB 2012 LTI-FL PHP, LLC, a Florida limited liability company By: RREF RB 2012 LTI, LLC, a Delaware limited liability company, its sole member By: Rialto Capi 1—Advisors, LLC a Delaware limited liability company, its attorney-in-fact By: Name: Juan Ciiee Title: Authorized Signatory SELLER: RREF RB 2012 LT1-FL PHP, LLC, a Florida limited liability company By: RREF RB 2012 LTI, LLC, a Delaware limited liability company, its sole member By: Rialto—C-4 piAdyi is, LLC a Delaware limited liability company, its attorney-in-fact By: Name: Title: Authorized Signatory IN WITNESS WHEREOF, the Buyer has executed this Agreement as of the Effective Date. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA BY: Bob Solari, Chairman BCC Approved: December 15. 2015 Approved: B Jos C A. Ba.' d ty Administrator MIAMI 2957652.8 79037/33274 iC M/s i? 8 1. : Attest: Jeffrey R. Smith, Clerk of Court and Comptroller B Deputy Clerk Approved as to form and legal su . ciency illiam K. DeBraal Deputy County Attorney 24 EXHIBIT A LEGAL DESCRIPTION PARCEL 3 (remainder) Tract 12, Section 24, Township 33, South, Range 39 East, Indian River Farms Company's Subdivision as recorded in Plat Book 2, Page 25 of the Public Records of St. Lucie County, Florida. Said land now being in Indian River County, Florida. Less the NE 1/4 of said Tract 12 PARCEL 5 The West 10 acres of the Southeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East, being and lying in Indian River County, Florida. PARCEL 6 The NE 1/4 of Tract 12, Section 24, Township 33 South, Range 39 East, Indian River Farms Company's Subdivision as recorded in Plat Book 2, Page 25 of the Public Records of St. Lucie County, Florida and the Northwest 1/4 of the Northeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East. Said land now being in Indian River County, Florida. PARCEL 7 The Northeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East, Lying West of Lateral "J". Less the Northwest 1/4 of the Northeast 1/4 of the Southwest 1/4 thereof. Lying and being in Indian River County, Florida. PARCEL 9 The West 1/2 of the Northeast 1/4 of the Southeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East, said land lying and being in Indian River County, Florida. MIAMI 2957652.8 79037/33274 EXHIBIT B TERMINATION NOTICE AND AGREEMENT ("Buyer") herebyl executes this Termination Notice and Agreement (this "Notice of Termination") as of this — day of , 201(the "Termination Effective Date"). RECITALS A. Buyer and , a entered into a certain Agreement for Sale and Purchase of Property dated (the "Contract") pursuant to which Seller agreed to sell and Buyer agreed Property (as such term is defined in the Contract). B. Pursuant to this Notice of Termination, Buyer desires to terminate the Contract in accordance with the terms thereof. ("Seller") , 201 to purchase the NOW, THEREFORE, pursuant to this Notice of Termination and in accordance with the terms of the Contract, Buyer hereby notifies Seller and agrees as follows: 1. As of the Termination Effective Date, the Contract is terminated and of no further force and effect. Neither Buyer nor Seller shall have any further rights or obligations thereunder; provided, however, and notwithstanding the ''foregoing, Buyer acknowledges and agrees that Buyer shall remain obligated with respect to any and all obligations that by the express terms of the Contract are intended to survive termination of the Contract. 2. Buyer warrants and represents that it has previously or simultaneously herewith delivered to Seller all Due Diligence Reports (as such term is defined in the Contract). 3. Buyer hereby acknowledges and agrees that it has no right, title, claim or interest in and to the Property. 4. Buyer warrants and represents that to the extent Buyer undertook any physical testing of the Property which modified the physical condition of the Property, Buyer has fully restored the Property to its original condition. 5. By Buyer's execution of this Notice of Terrnination and fulfillment of the statements in Paragraph 2 and Paragraph 4 hereof, it shall be deemed that Seller and Buyer hereby direct , in its capacity as Escrow Agent, to immediately return the Deposit (as such terms are defined in the Contract) to Buyer. MIAMI 2957652.8 79037/33274 IN WTINESS WHEREOF, Buyer has caused this Notice of Termination to be executed as of the Termination Effective Date. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA BY: Bob Solari, Chairman BCC Approved: Approved: By Joseph A. Baird County Administrator Attest: Jeffrey R. Smith, Clerk of Court and Comptroller By: Deputy Clerk Approved as to form and legal sufficiency William K. DeBraal Deputy County Attorney MIAMI 2957652.8 79037/33274 -2- EXHIBIT C This instrument prepared by Jon Chassen, Esq. Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23`a Floor Miami, FL 33131 SPECIAL WARRANTY DEED THIS INDENTURE, made effective as of the day of , 201, between , LLC ("Grantor"), whose address is c/o , in favor of ("Grantee"), whose address is and whose taxpayer identification number is WITNESSETH THAT: Grantor, for and in consideration of the sum of Ten and No/100 U.S. Dollars ($10.00), lawful money of the United States of America, to it in hand paid by Grantee, at or before the unsealing and delivery of these presents, the receipt of which is hereby acknowledged, has granted, bargained, sold, aliened, remised, rleased, conveyed and confirmed and by these presents does grant, bargain, sell, alien, remise; release, convey and confirm unto Grantee and its successors and assigns forever, the parcel of land, with the building and improvements thereon erected, situate, lying and being in the County of , State of , and more particularly described on the attached Exhibit A (the "Property"). Subject however, to: (a) Real property taxes and assessments for the year and thereafter; (b) Zoning and other regulatory laws and ordinances affecting the Property; (c) Matters that would be disclosediby an accurate survey; (d) Any plat affecting the Property; and (e) Easements, rights of way, limitations, conditions, covenants, restrictions, and other matters of record. TOGETHER with all singular the tenements, hereditaments and appurtenances thereunto belonging or in any way appertaining. MIAMI 2957652.8 79037/33274 -3- TO HAVE AND TO HOLD the same in fee simple forever. AND Grantor hereby specially warrants the title to the Property and will defend the same against the lawful claims of any persons claiming by, through or under Grantor, but against none other. IN WITNESS WHEREOF, Grantor has caused these presents to be executed the day and year first above written. Signed, sealed and delivered in the presence of: Signature: Print Name: Signature: Print Name: STATE OF FLORIDA ) ) SS. COUNTY OF MIAMI-DADE ) , LLC, a limited liability company By: , a limited liability company, its sole member By: , a limited liability company, its manager By: (SEAL) Name: Title: The foregoing instrument was acknowledged before me this day of , 201_, by , as of , a limited liability company, as manager of , a limited liability company, the sole member of , LLC, a limited liability company, on behalf of the company. He is personally known to me or _ has produced a driver's license as identification. MIAMI 2957652.8 79037/33274 -4- Notary Public Print Name: Serial No. (if any): STATE OF FLORIDA COUNTY OF MIAMI-DADE EXHIBIT D AFFIDAVIT SS: BEFORE ME, the undersigned authority, personally appeared ("Affiant") as of , a limited liability company, as manager of , a limited liability company, the sole member of , LLC, a limited liability company ("Seller"), who being by me first duly sworn, deposes and says: 1. Seller is this day conveying its rights, title and interest in and to the real property more particularly described on the attached Exhibit A hereto (the "Property") to a ("Buyer"). 2. There have been no improvements, alterations or repairs to the Property authorized by Seller for which the costs thereof remain unpaid; there are no construction, materialmen's or laborers' liens against the Property arising through work performed by or for Seller. 3. Pursuant to Section 1445 of the Internal Revenue Code, a transferee (buyer) of a U.S. Real property interest must withhold tax if the transferor (seller) is a foreign person. This Affidavit is given to inform Buyer that withholding of tax is not required upon Seller's disposition of a U.S. real property interest. Seller is not a nonresident alien for purposes of U.S. income taxation purposes. Seller's U.S. taxpayer identifying number is Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement made here could be punished by fine, imprisonment or both. 4. There are no parties in possession of the Property other than the tenants set forth onthe list of tenants attached as Exhibit B hereto. 5. There are no matters pending by or against Seller that could give rise to a lien that could attach to the Property between , 201_ at 3 .m., the date of the last certification (the "Last Certification Date") of Title Insurance Company (the "Title Company") Title Insurance Commitment No. (the "Commitment") and the date of the recording of the deed (the "Deed") from Seller to Buyer. Seller has not executed, and will not execute, any instrument that would adversely affect the title to the Property except as contained in the Commitment. Seller will indemnify and hold Buyer and the Title Company harmless from all liens or title defects created by or against Seller subsequent to the Last Certification Date and prior to recordation of the Deed (provided, however, that Buyer MIAMI. 2957652.8 79037/33274 promptly instructs the Title Company to record the Deed and the Title Company promptly records the Deed) 6. Under penalties of perjury Affiant declares that he has examined this certification and to the best of his knowledge and belief it is true and complete. FURTHER AFFIANT SAITH NOT. STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE , LLC, a limited liability company By: , a limited liability company, its sole member By: , a limited liability company, its manager By: (SEAL) Name: Title: SWORN TO AND SUBSCRIBED before me this , as of , a company, as manager of , a sole member of , LLC, a behalf of the company. He is personally known to me or _ as identification. MIAMI 2957652.8 79037!33274 -2- day of , 201_, by limited liability limited liability company, the limited liability company, on has produced a driver's license Notary Public Print Name: Serial No. (if any): 1 EXHIBIT E BILL OF SALE , LLC, a ! limited liability company ("Assignor"), in accordance with the Agreement for Sale and Purchase of Property dated 201 and in consideration of the sum of Ten Dollars ($10.00) (the sufficiency and receipt of which are hereby acknowledged), does hereby grant, bargain, sell, convey, assign, transfer, set over and deliver (collectively, "assign") unto , a ("Assignee"), all of Assignor's right, title and interest in and to all of the furniture, furnishings, fixtures, equipment and other tangible personal property, that is now affixed to and/or located on the Real Property described on Exhibit A attached hereto and used in connection with the management, operation, or repair of that Real Property (collectively, "Personal Property"). TO HAVE AND TO HOLD the Personal Property unto Assignee and Assignee's heirs, legal representatives, successors and assigns forever. THE PERSONAL PROPERTY IS BEING ASSIGNED "AS IS", "WHERE IS", AND "WITH ALL FAULTS" AS OF THE DATE OF THIS BILL OF SALE, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. ASSIGNEE IS HEREBY ACQUIRING THE PERSONAL PROPERTY BASED SOLELY UPON ASSIGNEE'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THAT PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY ASSIGNOR OR ASSIGNOR'S AGENTS OR CONTRACTORS. ASSIGNOR HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF THE PERSONAL PROPERTY. ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE PERSONAL PROPERTY OR ASSIGNOR'S TITLE THERETO. IN WITNESS WHEREOF, Assignor has signed, sealed, and delivered this Bill of Sale as of the day of , 201_. Signed, sealed and delivered in the presence of: , LLC, a limited liability company By: , a limited liability company, its sole member By: , a limited liability company, its manager Signature: By: (SEAL) Print Name: Name: Title: Signature: Print Name: MIAMI 2957652.8 79037/33274 SCHEDULE 1 ADDITIONAL DEFINITIONS (a) "Agreement" shall mean this Agreement for Sale and Purchase of Property, executed by both Seller and Buyer. (b) "Business Day" shall mean any day on which business is conducted by national banking institutions in Miami -Dade County, Florida. (c) "Closing" shall mean the execution and delivery of the Deed, the Bill of Sale and the other instruments to be executed by Seller conveying the Property to Buyer and the payment by Buyer to Seller of the Purchase Price. (d) "Confidentiality Agreement" shall mean that certain Confidentiality Agreement, if any, concerning the Property executed by Buyer and delivered to Seller. (e) "County" shall mean the County located in the State in which the Property is located. (f) "Deed" shall mean the special warranty (or similar limited warranty) deed conveying fee title to the Real Property to Buyer, duly executed by Seller and acknowledged and in proper form for recordation. (g) "Due Diligence Reports" shall mean all reports, documents, studies, analyses, and other written information delivered by Seller to Buyer or obtained by Buyer with respect to the Property, including results of physical inspections, engineering studies, engineering drawings and specifications, surveys, Hazardous Materials Reports, soil tests, site plans, feasibility studies, market studies, architectural plans, specifications and drawings, title reports, permits, approvals and authorizations (whether obtained from governmental authorities or third parties); and all other work product generated by or for Buyer in connection with the Property. However, the term Due Diligence Reports shall specifically exclude any Hazardous Materials Reports unless and until such time as Seller has requested delivery of same in writing pursuant to the provisions of Section 6.3 of the Agreement and such have in fact been delivered to Seller in connection with such request. (h) "Effective Date" shall mean the date set forth on the cover page of this Agreement. (i) "General Intangibles" shall mean any and all warranties, guaranties, telephone exchange numbers, architectural or engineering plans and specifications, and development rights that relate to the Real Property or the Personal Property. (}) "Hazardous Materials" shall mean any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics. The term "Hazardous Materials" includes, without limitation, any substance regulated under MIAMI 2957652.8 79037/33274 any and all federal, state and local statutes, laws (including case law), regulations, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions, whether now or hereafter in effect, relating to human health, the environment or to emissions, discharges or releases of pollutants, contaminants, toxic substances, hazardous substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous materials or wastes or the clean-up or other remediation thereof. (k) "Hazardous Materials Reports" shall mean any and all studies, reports, analyses, information, or other written records regarding the presence or absence of Hazardous Materials at, on, in, under or relating to the Real Property. (1) "Intangible Property" shall mean, to the extent the same is transferable by Seller, Seller's interest in the Leases, the Service Contracts, the Permits, the General Intangibles and any and all rights to the name of the improvements upon the Real Property. (m) "Land" shall mean that certain parcel of real property located in the County and State, as more particularly described on the attached Exhibit A. (n) "Leases" shall mean any and all leases, tenancies, licenses and other rights of occupancy or use of or for any portion of the Real Property or the Personal Property (including all amendments and renewals thereof). (o) "Permits" shall mean any and all licenses, permits, authorizations, certificates of occupancy and other approvals that are in effect for the current use and operation of the Property. (p) "Personal Property" shall mean all tangible personal property and fixtures owned by Seller and located on or attached to the Real Property. "Personal Property" does not include property owned by others such as Tenants under Leases or parties to Service Contracts. (q) "Property" shall mean collectively the Real Property, the Personal Property and the Intangible Property. (r) "Prorations Date" shall mean 11:59 p.m. local time (i.e., the time zone in which the Property is located) the day prior to the Closing Date. (s) "Real Property" shall mean the Land together with Seller's interest in the buildings and other improvements and fixtures located thereon, together with all rights of ways, ingress and egress, easements, rights, privileges, hereditaments and appurtenances thereto or in any way appertaining thereto. (t) Security Deposits" shall mean the security deposits and prepaid rent specified in the Leases and which have not been previously forfeited by Tenants prior to the Closing Date. "Security Deposits" shall not include any security deposits or prepaid rent, whether or not R[AMM. 2957652.8 79037/33274 provided for in the Leases, which were paid to Seller's predecessor(s) in interest to the Property and which were not delivered to Seller and are not in Seller's possession. (u) "Seller Group" shall mean Seller and its member and manager and such member's trustee, master servicer, special servicer and certificate holders and their respective past, present, and future officers, directors, shareholders, general partners, limited partners, agents, representatives, heirs, successors, assigns and attorneys and their respective heirs, successors, and assigns. (v) "Service Contracts" shall mean any and all written service, maintenance, supply, operating, or employment contracts or other agreements, however termed, affecting the use, ownership, maintenance, or operation of all or any part of the Property (but specifically excluding any Leases and any management agreements). (w) "State" shall mean the state in which the Land is located. (x) "Tenants" shall mean those persons or entities holding rights of tenants under Leases. (y) "Title Commitment" shall mean the commitment for issuance of an owner's title insurance policy issued by the Title Company in favor of Buyer in the full amount of the Purchase Price. MIAMI 2957652.8 79037/33274 SCHEDULE 2 PROPERTY SPECIFIC PROVISIONS 1. [IF APPLICABLE] Disclosure of Information on Lead Based Paint and Lead Based Paint Hazards. 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 intelligent quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular threat to pregnant women. The seller of any interest in residential ,real property is required to provide the 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. The foregoing disclosure is made in accordance with applicable federal law. 2. [IF APPLICABLE] Property. This is an agreement to purchase and sell land located in County, consisting of [developed residential lots] [approximately acres of raw land], and all rights, privileges, easements and interests appurtenant thereto (collectively, the "Property", and one or more lots being referred to as a "Lot" or "Lots") more particularly described on Exhibit A. The Lots are part of Subdivision (the "Subdivision"), and are shown as Lots through inclusive and on the Plat of Subdivision, recorded in Plat Book , Page , of the Public Records of County, (the "Plat") referenced on Exhibit A 3. [IF APPLICABLE] Declaration of Planned Community. (a) Buyer acknowledges that: (i) the Subdivision is subject to the terms and conditions of that certain [COMPLETE NAME OF DECLARATION] of, as recorded in Official Records Book , Page , of the Public Records of County, (the "Declaration"); and (ii) the Subdivision has a mandatory homeowners association, , a non-profit corporation (the "HOA"). (b) At Closing, Seller shall: (i) assign to Buyer all of its rights as "Declarant" under the terms of the Declaration, pursuant to the Assignment and Assumption of Declarant's Rights attached hereto as Exhibit ; and (ii) cause any Seller -appointed directors of the HOA to resign, upon which Buyer shall appoint replacement directors of the HOA. (c) Seller has previously conveyed by quit -claim deed to the HOA, Tracts as shown on the Plat. (d) Buyer shall be solely responsible for all HOA dues and assessments assessed against the Property after Closing, including any dues and assessments imposed after Closing that apply to any period prior to Closing. MIAMI 2957652.8 79037/33274 SCHEDULE 3 STATE SPECIFIC PROVISIONS MIAMI 2957652.8 79037/33274 Ply. I Mali •:-(T,E) 7. -- 100151 ijet11.14. 7:1 ona;an ;73 41%9 r1T 023Mag=a 83.14+/- ACRES OF VACANT LAND LOCATED IN UNINCORPORATED INDIAN RIVER COUNTY, PREVIOUSLY INTENDED TO BE DEVELOPED AS A 178 -UNIT RESIDENTIAL COMMUNITY Proposed 178 Lots; 70' x 120' Zoned RS -6, RM -6 & CL Future Land Use is L-2 and C/I Zoning & Land Use allow up to 6 DU/Acre Previously planned as "Portofino Preserve" Approx. 330' of frontage along Oslo Road Located within close proximity to schools, regional shopping centers, beaches, etc. 3120160012331 RECORDED IN THE PUBLIC RECORDS OF JEFFREY R SMITH, CLERK OF COURT INDIAN RIVER COUNTY FL BK. 2916 PG: 850 Page 1 of 3 3/32016 12:41 PM D DOCTAX PD $7,000.00 This Instrument Prepared by and Return to. Jason Beal Atlantic Coastal Land Title Company, LLC 855 21st Street, Suite C Vero Beach, Florida 32960 Our File No.: 46082136 Property Appraisers Parcel Identification (Folio) Number: 33-39-24-00000-5000-00001/0 Florida Documentary Stamps in the amount of $7,000.00 have been paid hereon. Space above this line for Recording Data WARRANTY DEED THIS WARRANTY DEED, made the 24th day of February, 2016, by RREF RB 2012 LT1-FL PHP, LLC, a Florida limited liability company, whose post office address is 790 NW 107 Avenue, Suite 400, Miami, FL 33172, herein called the Grantor, to INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida, whose post office address is 1801 27th Street, Vero Beach, FL 32960, hereinafter called the Grantee (Wherever used herein the terms "Grantor" and "Grantee" include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations) WITNESSETH: That the Grantor, for and in consideration of the sum of Ten and 00/100 ($10 00) and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee all that certain land situate in INDIAN RIVER County, State of Florida, viz.: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF Subject to easements, restrictions and reservations of record and taxes for the year 2016 and thereafter. TOGETHER, with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD, the same in fee simple forever. AND, the Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of said land in fee simple; that the Grantor has good right and lawful authority to sell and convey said land, and hereby warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to December 31, 2015. File No. 46082136 LTF IN WITNESS WHEREOF', the written. said Grantor has Signed, se 1 d nd delivered in the presence of. Witness #1 Signature Witness 1Thture I.") et2-R Witness #2 Printed Name State of Florida County of hi signed and sealed these presents the day and year first above +1•1 The foregoing instrument was acknowledged before me this ' day of tc:?-49 ' , 2016, by Moil ia? and FrekaL104,0 , Authorized Signatory of RREF RB 2012 LT I -FL PHP, LLC, a Florida limited liability company who is personally known to me or has produced as identification. RREF RB 2012 LT1-FL PHP, LLC, a Florida limits liability company By: RREF RB 2012 LT1, LLC, a Delaware limited liability company, its sole member By: Rialto Capital Advisors, LLC, a Delaware limit liability co rne -in-fact By: Name: Title: Authorized Signatory By: Name: PlAt4T LANNI° Title: Authorized Signatory SEAL My Commission Expires File No. 46082136 Printed Notary Name ... MICHELLE SHAFFER MY C,OMMISSION# FF 206714 T1 EXPIRES: July 5, 2019 rs Bonded Tbru Notary Public Underwrite Exhibit "A" LEGAL DESCRIPTION PARCEL 3 (remainder) Tract 12, Section 24, Township 33, South, Range 39 East, Indian River Farms Company's Subdivision as recorded in Plat Book 2, Page 25 of the Public Records of St. Lucie County, Florida. Said land now being in Indian River County, Florida. Less the NE 1/4 of said Tract 12. PARCEL 5 The West 10 acres ofthe Southeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East, being and lying in Indian River County, Florida. PARCEL 6 The NE 1/4 of Tract 12, Section 24, Township 33 South, Range 39 East, Indian River Farms Company's Subdivision as recorded in Plat Book 2, Page 25 of the Public Records of St. Lucie County, Florida and the Northwest 1/4 of the Northeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East. Said land now being in Indian River County, Florida. PARCEL 7 The Northeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East, Lying West of Lateral "J". Less the Northwest 1/4 of the Northeast 1/4 of the Southwest 1/4 thereof. Lying and being in Indian River County, Florida. PARCEL 9 The West 1/2 of the Northeast 1/4 of the Southeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East, said land Tying and being in Indian River County, Florida. File No. 46082136 LTF OWNER'S POLICY OF TITLE INSURANCE (with Florida Modifications) * Policy Number OXF L-08470606 File Number: 46082136 * * * Issued by Old Republic National Title Insurance Company * * * Any notice of claim and any other notice or statement in writing required to be given to the * Company under this Policy must be given to the Company at the address shown in Section 18 * ** of the Conditions. * COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Florida corporation (the "Company') insures, as of Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of. 1 Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4 No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. In Witness Whereof, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory of the Company. Policy Issuer: Countersigned: ATLANTIC COASTAL LAND TITLE COMPANY, LLC 855 21ST STREET, STE C CENTERSTATE BANK BLDG, 2ND FLR VERO BEACH, FL 32960 PHONE: (772) 569-4364 Authorized Officer or Licensed Agent ORT Form 4309 FL ALTA Owners Policy of Title Insurance 6-17-06 (with Florida Modifications) OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612) 371-1111 President Secretary 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7 The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay Toss or damage, costs, attorneys' fees, or expenses that arise by reason of. 1 (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3 Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; ORT Form 4309 FL ALTA Owners Policy of Title Insurance 6-17-06 (with Florida Modifications) (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4 Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Page 2 CONDITIONS 1 DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance" The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy". The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity (d) "Insured' The Insured named in Schedule A. (i) The term °Insured' also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (H) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) 'Insured Claimant' An Insured claiming loss or damage. (f)'Knowledge° or °Known' Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title (g) °Land° The land described in Schedule A, and affixed improvements that by law constitute real property The term °Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy (h) "Mortgage'. Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (1) °Public Records'. Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), 'Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title" The estate or interest described in Schedule A. (k) °Unmarketable Title" Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to ORT Form 4309 FL ALTA Owners Policy of Title Insurance 6-17-06 (with Florida Modifications) purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3 NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy If the Company exercises its rights under this subsection, it must do so diligently (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order Page 3 CONDITIONS (con't) 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to fumish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7 OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or contin- ue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this ORT Form 4309 FL ALTA Owners Policy of Title Insurance 6-17-06 (with Florida Modifications) policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance, or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. Page 4 CONDITIONS (con't) 11 LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14 ARBITRATION Unless prohibited by applicable law, arbitration pursuant tothe Title Insurance Arbitration Rules of the American Arbitration Association may be demanded if agreed to by both the Company and the Insured at the time of a controversy or claim. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, and service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the Insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the Land is located permit a court to award attorneys' fees to a prevailing party Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. ORT Form 4309 F1. ALTA Owners Policy of Title Insurance 6-17-06 (with Florida Modifications) 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim whether or not based on negligence shall be restricted to this policy (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17 CHOICE OF LAW; FORUM (a) Choice of Law The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy In neither case shall the court or arbitrator apply its conflicts of law principles to deter- mine the applicable law. (b) Choice of Forum. Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 400 Second Avenue South, Minneapolis, Minnesota 55401-2499, Phone: 612-371-1111 Page 5 )EDHRE,�PUBLIC NATIONA �vfTI-TLErINSURAN ni>'-i. fi .{•',^ S ' ^"- S.s`Sr , ' '.:'� t�' � `-`t.`'1 i •,. ,.,�a:: �,�{,�.,..,;.:4;r;:-=; rL3 ,caner,''ss{STitlexlnsur`ance'P olicY Note: This policy consists of insert pages labeled "Schedule A" and "Schedule B" and is of no force or effect unless all schedules are included, along with any Rider pages incorporated by reference in the insert pages. SCHEDULE A Agent's File No: 46082136 Policy No: OXFL-08470606 Effective Date: March 3, 3016 at 12:41 PM Amount of Insurance: $ 1,000,000.00 1. The Insured hereunder, in whom title to the fee simple estate is vested at the date hereof, is: Indian River County, a political subdivision of the State of Florida 2. In addition to those referred to in Schedule B hereof, the land herein described is encumbered by the following mortgage(s), and assignments thereof (if any): None! 3. The land referred to in this policy is situated in the County of Indian River, State of Florida, and is described as follows: PARCEL 3 (remainder) Tract 12, Section 24, Township 33, South, Range 39 East, Indian River Farms Company's Subdivision as recorded in Plat Book 2, Page 25 of the Public Records of St. Lucie County, Florida. Said land now being in Indian River County, Florida. Less the NE 1/4 of said Tract 12. PARCEL 5 Po12 - Policy Insert Page 1 r r EPUB j=I, . ' IIONAL TITLE INS^URAN Qwner s;Title;insurance,Policy aim?'^. -.'s" ,,,i-.L,'efir• `;c"r,-., The West 10 acres ofthe Southeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East, being and lying in Indian River County, Florida. PARCEL 6 The NE 1/4 of Tract 12, Section 24, Township 33 South, Range 39 East, Indian River Farms Company's Subdivision as recorded in Plat Book 2, Page 25 of the Public Records of St. Lucie County, Florida and the Northwest 1/4 of the Northeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East. Said land now being in Indian River County, Florida. PARCEL 7 The Northeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East, Lying West of Lateral "J". Less the Northwest 1/4 of the Northeast 1/4 of the Southwest 1/4 thereof. Lying and being in Indian River County, Florida. PARCEL 9 The West 1/2 of the Northeast 1/4 of the Southeast 1/4 of the Southwest 1/4 of Section 24, Township 33 South, Range 39 East, said land lying and being in Indian River County, Florida. Countersigned: ATLANTIC COASTAL LAND TITLE COMPANY, LLC 855 2151 St., Suite C, Vero Beach, Florida 32960 Telephone: 772-569-4364 Po12 - Policy Insert Page 2 Agent's File No: 46082136 Policy No: OXFL-08470606 TATIONA L TI{TI E4INSI JRA' j.s=Z, 7�.S`.:tCY ..i�`'?b"ii:;•. Ate::? wners:Title}InsurancePolicy, SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Defects, liens, encumbrances, adverse claims or other matters, if any created, first appearing in the Public Records or attaching subsequent to the Effective Date but prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. 2. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments on the Land of existing improvements located on adjoining land. 3. Rights or claims of parties in possession. 4. Construction, Mechanic's, Contractors' or Materialmen's lien claims, if any, where no notice thereof appears of record. 5. Easements or claims of easements not shown by the public records. 6. General or special taxes and assessments required to be paid in the year 2016 and subsequent years. 7. Reservations in favor of the State of Florida, as set forth in the deed from the Trustees of the Internal Improvement Fund of the State of Florida, recorded at Deed Book 79, Page 40. However, the right of entry and exploration associated with the oil and mineral reservations has been released by Sec. 270.11, F.S. 8. Restrictions, conditions, reservations, easements, canals, ditches, rights of way and other matters contained on the Plat of Indian River Farms Company Subdivision, as recorded in Plat Book 2, Page 25, Public Records of St. Lucie County, Florida. In accordance with Title 42 United States Code, Section 3604, any covenants, conditions or restrictions referred to herein, which indicate any preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin, are hereby deleted. Note 1: This policy does not insure against loss or damage arising as the result of unpaid charges for public utilities furnished by any county, municipality, or public service corporation, which may be or may become a lien upon the land insured hereby under any provision of the Florida Statutes including Section 159.17; and/or any county, municipal, or special taxing district assessment, including those levied under the provisions of Chapter 190, Florida Statutes. Po12 - Policy Insert Page 3 ;i;a Y=vi �'S'�.�.;;�'.T+rtrRC:Fii.-_� r. wr-us-"Yfis-. '• a:7'c =_�t 3LIC=NATIONALTIT > EnINSiJ1 rsc; -i-.— ,»., n. :Ss:c.; ;tw-•ice j�-' arOwnerls ttlansuranceTolic Note 2: All references herein to recorded instruments, refer to recordations contained within the Public Records of the county in which the land is located. Reference to instruments among the Public Records refer to the first recorded page of the instrument, but include by reference all pages recorded under the Clerk's File Number assigned to the instrument referred to. Po12 - Policy Insert Page 4