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SILVER DOLLAR SHOOTERS RESORT, LLC
RETURN TO: Kenneth A. Kroot Senior Vice President - Legal Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 RE: Parcel I. D. U-18-27-17-ZZZ-000000-13530.0 11 ACCESS EASEMENT 11 THIS EASEMENT made this day of , 2010 by the CITY OF CLEARWATER, a municipality of the State of Florida (herein, "Grantor"), whose mailing address is P. O. Box 4748, Clearwater, Florida 33758-4748, to SILVER DOLLAR SHOOTERS RESORT, L.L.C., a Delaware limited liability company, (herein, "Grantee"), whose mailing address is Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, its successors and assigns. WITNESSETH: That the Grantor for and in consideration of the sum of Ten Dollars and other valuable consideration paid, the receipt and sufficiency of which is hereby acknowledged, grants unto the Grantee, its successors and assigns, a perpetual non-exclusive twenty-five foot (25) Access Easement, in, over, upon and through the following described parcel of land in Hillsborough County, State of Florida: A portion of Tract 13 and Tract 14, KEYSTONE PARK COLONY, according to the map or plat thereof as recorded in Plat Book 5, Page 55, Public Records of Hillsborough County, Florida, lying and being situate in the Northeast 1/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, being more particularly described as follows: Commence at the Southwest corner of the Northeast 1/4 of the aforesaid Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida; run thence East 155.00 feet, more or less, to the Southwest corner of Tract 13, KEYSTONE PARK COLONY; thence N02°40'05" East, 15.00 feet, more or less, to the POINT OF BEGINNING; thence continue N02°40'50" East, 25.00 feet; thence East 950.00 feet; thence S02°40'50" West, 25.00 feet to the north boundary of a 15 foot platted right-of-way along the south boundary of Tracts 13 and 14, KEYSTONE PARK COLONY, thence West 950.00 feet, more or less, along and contiguous to said right-of-way to the POINT OF BEGINNING. Containing 23,750 square feet (0.545 Ac.), more or less, the same being depicted in EXHIBIT "A" appended hereto and by this reference made a part hereof (herein, "Access Easement"). GRANTEE SHALL HAVE THE PRIVILEGE, at Grantee's sole cost and expense, to reasonably utilize the Access Easement only for the purposes of ingress and egress from the public right-of-way of Patterson Road being contiguous on the west to the Access Easement. Grantee is further authorized to make such improvements to the Access Easement in accordance and in compliance with all applicable laws, permitting, and construction specifications imposed by Hillsborough County, Florida, and all other governmental agencies having competent jurisdiction. GRANTEE COVENANTS AND AGREES with Grantor that at all times during the exercise of rights and privileges granted herein that Grantee shall hold harmless and indemnify Grantor from and against all claims, liabilities, expenses and losses as may be incurred arising out of or related to this grant of Easement, including but not being limited to (a) failure by Grantee, or its agents, representatives, heirs or assigns, to perform any provision, term, covenants or agreement required to be performed by Grantee in consideration of this grant of Easement; (b) any occurrence of injury, damage or death to persons or property arising from Grantee's use of the Access Easement; (c) Grantee's failure to comply with any requirements of any governmental authority, bonding or insuring company; (d) any security agreement, conditional bill of sale, chattel mortgage, mechanics liens connected with Grantee's business activities and operations; and (e) any and all lawfully constructed improvements, alterations, maintenance, repair or replacement within and through the Access Easement performed by or on behalf of Grantee. Such covenants to hold harmless and indemnify Grantor shall include reasonable attorney's fees for all proceedings, trials and appeals as may result from Grantee default. Nothing contained herein shall be construed as consent by Grantor to be sued by third parties or as a waiver of Grantee's Sovereign Immunity or the terms and limitations of Section 768.28, Florida Statutes or other applicable law. THE RIGHTS GRANTED HEREIN SHALL BE PERPETUAL and irrevocable and shall run with the land, unless terminated by mutual written agreement of the parties to be recorded in the Public Records of Hillsborough County, Florida, or by abandonment of the Access Easement by Grantee. Upon either occurrence, all rights, privileges and obligations of Grantee in and to the Access Easement shall terminate, and at Grantor's option, all improvements made within the Access Easement by Grantee shall become the property of Grantor, or Grantee shall immediately remove all improvements and restore the Access Easement to a condition comparable to and compatible with Grantor's contiguous lands at time of termination. GRANTOR hereby warrants to GRANTEE that it is lawfully seized of free and unencumbered title to the above-described real estate and that the GRANTOR has full authority to make this conveyance and will warrant and defend the granting of the Access Easement unto GRANTEE against the lawful claims and demands of all persons whomsoever. IT IS EXPRESSLY UNDERSTOOD AND AGREED that all rights of ownership of the Access Easement not inconsistent with the easement rights herein conveyed to Grantee are reserved to Grantor. Subject to the terms and conditions hereof, Grantor shall have the right at its sole discretion to grant such other easements, rights or privileges to other persons and entities so long as such grants shall not unreasonably interfere with rights and privileges conveyed herein to Grantee. IN WITNESS WHEREOF, the said Grantor has caused these presents to be executed in its name by its City Manager, countersigned by its Mayor, attested by its City Clerk, and its official seal hereto affixed, the day and date first above written. Countersigned: 1 //A/ ?:? , Frank V. Hibbard, Mayor STATE OF FLORIDA COUNTY OF PINELLAS • ss CITY OF CLEARWATER, FLORIDA By: „ 2?g?- /d. William B. Horne, II, City Manager A is E. Goudeau, City Y s)? 4 47 BEFORE ME, the undersigned, personally appeared Frank V. Hibbard, the Mayor of Clearwater, Florida, who executed the foregoing instrument and acknowledged the execution thereof to be his free act and deed for the use and purposes herein set forth, and who is personally known to me. WIT ESS my hand and official seal this I'V day of 2010. -9 . Notary Public - State of Florida Print/type name: 0 e- it. Of rq4;? DI ANE E MANNI MY COMMISSION * DD526033 7Ep`EXPIRES: Mar. 6,2010 (40i) 39"163 Radda Notary $O*C@.oom STATE OF FLORIDA COUNTY OF PINELLAS : ss BEFORE ME, the undersigned, personally appeared William B. Horne, II, City Manager of the City of Clearwater, Florida, who executed the foregoing instrument and acknowledged the execution thereof to be his free act and deed for the use and purposes herein set forth, and who is personally known to me. WITNESS my hand and official seal this/-L day of LUMb-A 2010. I k J Jk NM NMV Pu is VVafe o Florida IN Print/type name: !4J Appro ed as to form: Laura Mahony, Assistant City A rney kmem tie Wills R scommiSSION # DD9 11107 EXPIRES: NOV. 24, 2012. ?'''a°e...or y wW.AARONNOTARYcom EXHIBIT "A" (Not to scale) 25'x 950'(23.750 SF - 0.545 Z.) ACCE6'S EASEMENT L ?y w - @own& ...... .. .. hO,[" ?.r FLT ? % ?'?-±{•, r r •-.1.-:`. 5E?': '?, PISTPLATTM, RIGHT-OF-WAY I ? II Y, l II ? A ti 0 1 a a SILVER .? DOLLAR TRAP CLUB h 1 R = 4/ 95'7.2G'(F v I _- A = $/.5190' (F) 1 o III r? ...stir I ? ? R a f7?. 97' ? ? :' AR 54' ` C /7.7. 7 77 JAL, 18.18 ACRE LEASE PARCEL f Lry r f? L :b EXHIBIT "A" CONTRACT FOR SALE OF REAL PROPERTY BY THE CITY OF CLEARWATER, FLORIDA PARTIES: The CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida (herein "Seller" or "City"), P. O. Box 4748, Clearwater, Florida 33758-4748, ATTENTION: City Manager, Phone: (727) 562-4050, and SILVER DOLLAR SHOOTERS RESORT, L.L.C, a Delaware limited liability company having its primary business address at Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606 (herein "Buyer"), Phone: (312) 279-1652, (collectively "Parties"), hereby agree that the Seller shall sell and Buyer shall buy the following real property ("Real Property") upon the following terms and conditions. THE "EFFECTIVE DATE" OF THIS CONTRACT IS THE DATE OF EXECUTION BY DULY AUTHORIZED CITY OFFICIALS. TIME IS OF THE ESSENCE IN THIS CONTRACT. Time periods of 5 days or less shall be computed without including Saturday, Sunday, or national legal holidays and any time period ending on a Saturday, Sunday or national legal holiday shall be extended until 5:00 P.M. of the next business day. 1. PROPERTY DESCRIPTION Part of the Southeast 1/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, said part being more particularly described as follows: Commence at the Southeast corner of said Section 19, Then S89°24'37" West, 1479.66 feet along the South Boundary of the aforesaid Southeast '/4 of Section 19 to the POINT OF BEGINNING; thence continue S89°24'37" West, 300.00 feet along the South Boundary of the aforesaid Southeast '/4; thence NO0°01'00" East, 2638.35 feet; thence N89°24'37" East, 300.00 feet; thence S00°01'00" West, 2639.35 feet to the POINT OF BEGINNING. Containing 18.18 Acres, more or less TOGETHER WITH a 25' Access Easement abutting platted 15' right of way, being a portion of the Northeast'/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, preliminarily and subject to field survey, being more particularly described as follows: Commence at the Southwest corner of the Northeast '/4 of the aforesaid Northeast '/4 of Section 19, run thence East 155.00 feet, more or less, to the Southwest corner of Tract 13, KEYSTONE PARK COLONY, according to the map or plat thereof as recorded in Plat Book 5, Page 55, Public Records of Hillsborough County, Florida; thence N02°40'05" East, 15.00 feet to the POINT OF BEGINNING; thence continue N02°40'50" East, 25.00 feet; thence East 950.00 feet, more or less; then S02°40'50" West, 25.00 feet to the north boundary of a 15 foot platted right-of-way along the south boundary of Tracts 13 and 14, KEYSTONE PARK COLONY, thence West 950.00 feet, more or less, along said right-of-way to the POINT OF BEGINNING. Containing 23,750 Sq. Ft. (0.545 Ac.), more or less. STREET ADDRESS (City/State/Zip): None - Unimproved Land, Odessa, Florida 33556 2. FULL PURCHASE PRICE ("Purchase Price") .................... ..............................$ 240,000.00 3. MANNER OF PAYMENT Subject to any prorations and adjustments described in this Contract, Buyer agrees to pay the Purchase Price to Seller and has deposited with Seller, Buyer's check No. 945736 dated 10114/2009 in the sum of $240,000.00 issued by Equity LifeStyle Properties, Inc. Seller has deposited the proceeds of said check through it's standard escrow procedure, into non-interest bearing Escrow Account # 0650-00000-220790- 000-000-0000, in the name of Equity Life Style Properties (the "Deposit") and the Deposit shall be held in escrow pending closing and credited against the Purchase Price at closing. 4. TIME FOR ACCEPTANCE Following execution of this contract by Buyer, the price, terms and conditions as contained herein shall remain unchanged and be held unconditionally open until such time as the contract is brought forward to the Clearwater City Council for review and vote. Earl Barrett, Real Estate Services Manager of the City of Clearwater, shall submit this Agreement to the Council for acceptance and approval, or rejection, at the next regularly scheduled Council meeting following receipt of all related documents executed by Buyer. If the Council approves this Agreement, it will be executed by duly authorized City officials as soon thereafter as reasonably possible. Buyer shall be notified in writing within 5 days of such action and the closing shall occur within thirty (30) days thereafter. If the Council does not approve the form of this Agreement, Buyer shall be notified in writing within 5 days of such action and, in such notice, the City shall communicate Council direction and subsequently carry out such direction. 5. TITLE Seller shall convey marketable title to the Property by Special Warranty Deed, subject only to (i) the matters set forth in the Title Commitment (as hereinafter defined), as marked, and (ii) any matters caused or created by Buyer or its predecessors in interest to that certain Lease currently existing between the parties hereto. 6. TITLE EVIDENCE Buyer has obtained, at Buyer expense, a title insurance commitment (the "Title Commitment") issued by First American Title Insurance Company, which is attached hereto as Exhibit "A" and incorporated herein. The Title Commitment describes the state of title of the Real Property. Seller shall convey a marketable title subject only to the matters set forth in the Title Commitment, as marked. Marketable title shall be determined according to applicable Title Standards adopted by The Florida Bar and in accordance with law. 7. CERTAIN RIGHTS RESERVED As required by Section 270.11, Florida Statutes, the Seller reserves unto itself and its successors an undivided three-fourths (3/4) interest in, and title in and to an undivided three-fourths (3/4) interest in, all the phosphate, minerals, and metals that are or may be in, on or under the real property described herein, and an undivided one-half (1/2) interest in all the petroleum that is or may be in, on, or under said property with the privilege to mine and develop the same. If the real property being conveyed hereunder is less than 20 contiguous acres is presently developed and/or there exists future development plans, and there is little likelihood of the presence of an of the minerals or petroleum contem lated b Section 27011 Florida Statutes in all such instances the City expressly releases the above described rights. Buyer's petition for such release is evidenced by execution of this contract. 2 8. SURVEY Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may have Real Property surveyed and certified to the Buyer, Seller and closing agent by a registered Florida land surveyor. If survey shows any encroachment on the Property, or that improvements located on the Real Property encroach on setback lines, easements, lands of others, or violate any restrictions, contract covenants or applicable governmental regulation, the same shall constitute a Title Defect. NOTICE: Parcel is located within Special Flood Hazard Areas "AE" and "C", with the majority in the former, Community Flood Map Panel #12057CO160H (0812812008) 9. CLOSING PLACE AND DATE This transaction shall be closed in the offices of First American Title Insurance Company within thirty (30) days following Seller's notice that the Council has approved this Agreement as provided in Section 4, unless extended by other provisions of this Agreement. If either party is unable to comply with any provision of this contract within the time allowed, and be prepared to close as set forth above, after making all reasonable and diligent efforts to comply, then upon giving written notice to the other party, time of closing may be extended up to 30 days without effect upon any other term, covenant or condition contained in this contract; provided, however, that if closing is extended beyond February 13, 2010, Seller and Buyer agree extend the expiration date of the term of the Amended Lease (on the existing terms of such lease) until the closing up to the maximum timeframe permitted for closing as provided for in this paragraph or as otherwise agreed to by the parties in writing. 10. CLOSING DOCUMENTS Seller shall furnish deed, bill of sale, mechanic's lien affidavit, assignments of leases, corrective instruments as applicable to this transaction, and other documents reasonably requested by First American Title Insurance Company in order for it to issue an ALTA owner's policy of title insurance to Buyer, showing title to the Property vested in Buyer or its assignee, subject only to the encumbrances described in Section 5. Buyer shall furnish closing statement. At closing and as a condition of closing, Buyer and Seller shall execute the Lease Termination, Release and Indemnity Agreement attached hereto as "Exhibit "B". 11. CLOSING EXPENSES Recordation of the deed in Hillsborough County, Florida, and Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24, Florida Statutes, shall be paid by the Buyer. Seller shall pay the costs of recording any corrective instruments. 12. PRORATIONS: CREDITS If there should exist any taxes, assessments, rent and other revenue specific to the Property, all of such expenses and revenue shall be prorated through the day before closing. If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year shall be used with due allowance being made for improvements and exemptions. Any deposits held by Seller in trust for third parties in occupancy of the Property shall be credited to Buyer at time of closing. Assessments for any improvements that are substantially complete at time of closing shall be paid in full by Seller. 13. PROPERTY CONDITION The parties acknowledge property being conveyed is currently under lease to Buyer, which shall terminate upon closing, and the property shall be delivered in "as is" condition as maintained by Buyer. Seller makes no warranties other than as disclosed herein and marketability of title. Buyer's covenant to purchase the Property "as is" is more specifically represented in either subparagraph a. or b. as marked [X]. 3 a. [X] As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its present "as is" condition. b. [ ] As Is With Right of Inspection: Buyer may, at Buyer expense and within 28 days from Effective Date ("Inspection Period"), conduct inspections, tests, environmental and any other investigations of the Property Buyer deems necessary to determine suitability for Buyer's intended use. Seller shall grant reasonable access to the Property to Buyer, its agents, contractors and assigns for the purposes of conducting the inspections provided, however, that all such persons enter the Property and conduct the inspections and investigations at their own risk. Seller will, upon reasonable notice, provide utilities services as may be required for Buyer's inspections and investigations. Buyer shall not engage in any activity that could result in a mechanics lien being filed against the Property without Seller's prior written consent. Buyer may terminate this contract by written notice to Seller prior to expiration of the Inspection Period if the inspections and/or investigations reveal conditions that are reasonably unsatisfactory to Buyer, unless Seller elects to repair of otherwise remedy such conditions to Buyer satisfaction. If this transaction does not close, Buyer agrees, at Buyer expense, to repair all damages to the Property resulting from the inspections and investigations and return the Property to its present condition. 14. SELLER HELD HARMLESS Buyer agrees to indemnify and hold harmless the Seller without limitation from any losses, damages, costs, including attorney's fees, claims of injury to or death of any person(s), any damage to property of Buyer, or the Property, and from and against any and every liability to any person arising from Buyer conduct of inspections, investigations and any other work performed pursuant to Paragraphs 8 and 13 above 15. PROCEEDS OF SALE: CLOSING PROCEDURE The deed shall be recorded upon clearance of funds. Buyer shall advise Seller, in writing, not less than ten (10) days prior to closing of the necessity to transfer the Deposit to any other party as an Escrow Agent in order to facilitate the closing. Proceeds of sale shall be held in escrow by the Escrow Agent for a period of not longer than 5 days from and after closing, during which time evidence of title shall be continued at Buyer's expense to show title in Buyer, without any encumbrances or change not permitted by Section 5 above. If there are any encumbrances or change not permitted by Section 5 above through no fault of Buyer, Buyer shall, within the 5-day period, notify the Seller in writing of the defect and Seller shall have 30 days from the date of receipt of such notification to cure the defect. If Seller fails to timely cure the defect, all funds paid by or on behalf of the Buyer shall, upon written demand made by Buyer and within 5 days after demand, be returned to Buyer and simultaneously with such repayment, Buyer shall vacate the Property and reconvey it to Seller by special warranty deed. If Buyer fails to make timely demand for refund, Buyer shall take title "as is", waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in the deed. The escrow and closing procedure required by this provision may be waived if title agent insures adverse matters pursuant to Section 627.7841, F.S. (1987), as amended. 16. DEFAULT If Buyer fails to perform this contract within the time specified, the Deposit paid by Buyer may be retained by or for the account of Seller as agreed upon liquidated damages, consideration for the execution of this contract and in full settlement of any claims; whereupon, Buyer and Seller shall be relieved of all obligations under this contract; or Seller, at Seller option, may proceed in equity to enforce Seller's rights under this contract. If, for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, neglects or refuses to perform this contract, the Buyer may seek specific performance or elect to receive the return of Buyer Deposit without thereby waiving any action for damages resulting from Seller's breach. 4 17. RADON GAS NOTIFICATION RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 18. CONTRACT NOT RECORDABLE; PERSONS BOUND Neither this contract nor any notice of it shall be recorded in any public records. This contract shall bind and inure to the benefit of the parties and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. 19. NOTICE All notices provided for herein shall be deemed to have been duly given if and when deposited in the United States Mail, properly stamped and addressed to the respective party to be notified, including the parties to this contact, the parties attorneys, escrow agent, inspectors, contractors and all others who will in any way act at the behest of the parties to satisfy all terms and conditions of this contract. 20. ASSIGNABILITY: PERSONS BOUND This contract is [ ] assignable [X] not assignable. The terms "Buyer", "Seller", and "Broker' (if any) may be singular or plural. This Contract is binding upon Buyer, Seller, and their heirs, personal representatives, successors and assigns (if assignment is permitted). 21. ATTORNEY FEES: COSTS In any litigation arising out of this contract, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 22. NO BROKER Seller and Buyer represent and agree they have dealt with no Broker or finder in connection with the transactions contemplated hereby. Seller and Buyer further agree to indemnify the other from any damage, liability or expense either may suffer as a result of any claim of a Broker or finder with whom it is determined that the other party has dealt with in contravention of this agreement; except, however, that total City obligations under this provision shall be subject to the limits and restrictions of the Florida sovereign immunity statute, F.S. 768.28. 23. TYPEWRITTEN OR HANDWRITTEN PROVISIONS Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them. 24. EFFECT OF PARTIAL INVALIDITY The invalidity of any provision of this contract will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this contract is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 25. GOVERNING LAW It is agreed by and between the parties hereto that this contract shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. 26. COUNTERPARTS: FACSIMILE COPY This contract may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A facsimile copy of this contract, including any addendum, attachments and any written modifications hereof, and any initials or signature thereon shall be deemed an original. 27. SPECIAL CLAUSES [X] Not applicable, OR [ ] An Addendum containing special clauses that constitute agreements and covenants between the parties is attached to and an integral part of this contract and without further acknowledgment is confirmed and accepted by the parties. When any special clause in the Addendum is in conflict with any provision contained elsewhere in this contract, then the special clause shall govern. 28. MERGER BY DEED All covenants, warranties, and representations contained herein shall merge with the deed at time of closing. Upon delivery of deed by the City, and acceptance thereof by Buyer, the Buyer shall hold the City forever harmless thereafter. 29. ENTIRE AGREEMENT Upon execution by Seller and Buyer, this contract shall constitute the entire agreement between the parties, shall supersede any and all prior and contemporaneous written and oral promises, representations or condition in respect thereto. All prior negotiations, agreements, memoranda and writings shall be merged herein. Any changes to be made in this agreement shall only be valid when expressed in writing, acknowledged by the parties and incorporated herein or attached hereto. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN APPROPRIATE PROFESSIONAL FOR LEGAL, TAX, ENVIRONMENTAL AND OTHER SPECIALIZED ADVICE PRIOR TO SIGNING. Date: 2009. ?I#, ®Qt?LVAFk0HQOTER FCC SORT, L?" , ;9.,.a'© TOwa limitediliab ity, company { ,., r Name 6 RE: Contract For Sale of Real Property by the City of Clearwater, Florida Buyer: Silver Dollar Shooters Resort, L.L.C. and NHC-FL8, L.P. AA APPROVED AND ACCEPTED THIS a day of 20 - Countersigned: r rank V. Hibbard, Mayor CITY OF CLEARWATER, FLORIDA By: Wi iam B. Horne, II, City Manager Approved as to form: L ra Mahony, Assistant City Att ey ATTEST: E Ae:?S.? +Cynaoudeau, City Clerk 7 is, a?. J/ z?-Xh'l ? 14 Iq Form No. 1343 ALTA Plain Language Commitment Title Insurance Commitment ISSUED BY ?A1e*r k y+h Issued By First American Title Insurance Company AGREEMENT TO ISSUE POLICY We agree to Issue policy to you according to the terms of the Commitment. When we show the policy amount and your name as the proposed insured in Schedule A, this Commitment becomes effective as of the Commitment Date shown In Schedule A. If the Requirements shown In this Commitment have not been met within six months after the Commitment Date, our obligation under this Commitment will end. Also, our obligation under this Commitment will end when the Policy is issued and then our obligation to you will be under the Policy, Our obligatlon under this Commitment Is limited by the following: The Provisions in Schedule A. The Requirements In Schedule B-I. The Exceptions In Schedule B-II. The Conditions on the other side of this page 1 This Commitment is not valid without SCHEDULE A and Sections I and II of Schedule B. FirstAlmerlcan rit/e Insurance Company By. President Page 1 of 10 CONDITIONS 1. DEFINITIONS (a) "Mortgage" means mortgage, deed of trust or other security Instrument. (b) "Public Records" means title records that give constructive notice of matters affecting your title-according to the state statutes where your land Is located, 2. LATER DEFECTS The Exceptions in Schedule B-Sectlon II may be amended to show any defects, liens or encumbrances that appear for the first time in the public records or are created or attach between the Commitment Date and the date on which all of the Requirements (a) and (c) of Schedule B--Section I are met. We shall have no liability to you because of this amendment. $. EXISTING DEFECTS If any defects, liens or encumbrances existing at Commitment Date are not shown in Schedule B, we may amend Schedule B to show them. If we do amend Schedule B to show these defects, liens or encumbrances, we shall be liable to you according to Paragraph 4 below unless you knew of this Information and did not tell us about It In writing. 4. LIMITATION OF OUR [LIABILITY Our only obligation is to Issue to you the Policy referred to In this Commitment, when you have met its Requirements. If we have any liability to you for any loss you Incur because of an error in this Commitment, our liability will be limited to your actual loss caused by your relying on this Commitment when you acted in good faith to: Comply with the Requirements shown In Schedule B-Secton I or Eliminate with our written consent any Exceptions shown In Schedule B-Section II, We shall not be liable for more than the Policy Amount shown In Schedule A of this Commitment and our liability Is subject to the terms of the Policy form to be issued to you. 5. CLAIMS MUST BE BASED ON THIS COMMITMENT Any claim, whether or not based on negligence, which you may have against us concerning the title to the land must be based on this Commitment and Is subject to b terms. Page 2 of 10 First American Title Insurance Company SCHEDULE A Customer Reference No.: NCS-420131-CHI2 Agents File No: NCS-420131-CLW2 Commitment No.: FA-C-420131 Date Issued: November 30, 2009 Date Effective: November 11, 2009 at 8:00 a.m. Policy or Policies to be Issued: (a) A.L.T.A. Owner's Policy Amount of Policy: $ 240,000.00 (10/17/92 with Florida Modifications) Proposed Insured: Silver Dollar Shooters Resort, LLC, a Delaware limited liability company (b) A.L.T.A. Loan Policy Amount of Policy: (10/17/92 with Florida Modifications) Proposed Insured: 2. The estate or Interest in the land described or referred to in this Commitment and covered herein Is an estate designated as follows: Fee Simple - as to Parcel I Easement - as to Parcel II 3. Title to the estate or Interest In the land described or referred to in this Commitment and covered herein (and designated as Indicated in No. 2 above) Is, at the effective date hereof, vested In: The City of Clearwater, Florida, a municipal corporation of the State of Florida 4. The land referred to In this Commitment Is In the State of Florida, County of Hillsborough and described as follows: See Schedule "A" attached hereto and by this reference made a part hereof. By: First American Title Insurance Company Authorized Signatory THIS COMMITMENT IS FURNISHED BY FIRST AMERICAN TITLE INSURANCE COMPANY OR ITS POLICY ISSUING AGENT SOLELY FOR THE ISSUANCE OF A POLICY OR POLICIES OF TITLE INSURANCE OF FIRST AMERICAN 1111.E INSURANCE COMPANY. THIS COMMITMENT IS NOT AN ABSTRACT OR AN OPINION OF TITLE, LIABILITY UNDER THIS COMMITMENT IS DEFINED BY AND LIMITED TO THE TERMS AND CONDITIONS OF THIS COMMITMENT AND THE TITLE INSURANCE POLICY TO BE ISSUED. PERSONS AND ENTITIES NOT LISTED ABOVE AS PROPOSED INSUREDS ARE NOT ENTITLED TO RELY UPON THIS COMMITMENT FOR ANY PURPOSE. Page 3 of 10 First American Title Insurance Company Schedule A (Continued) Issuing Office File No.: NCS-420131-CLW2 Parcel I: Part of the Southeast 1/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, said part being more particularly described as follows: Commence at the Southeast corner of said Section 19, then S89024'37" West, 1479.66 feet along the South Boundary of the aforesaid Southeast 1/4 of Section 19 to the Point of Beginning; thence continue S89124'37" West, 300.00 feet along the South Boundary of the aforesaid Southeast 1/4; thence N001101'00" East, 2638.35 feet; thence N89024'37" East, 300.00 feet; thence S00001'00" West, 2639.35 feet to the Point of Beginning. Parcel II: A 25' Access Easement for the benefit of Parcel I abutting platted 15' right of way, being a portion of the Northeast 1/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, preliminarily and subject to field survey, being more particularly described as follows: Commence at the Southwest corner of the Northeast Y4 of the aforesaid Northeast 1/4 of Section 19, run thence East 155.00 feet, more or less, to the Southwest corner of Tract 13, KEYSTONE PARK COLONY, according to the map or plat thereof as recorded In Plat Book 5, Page 55, Public Records of Hillsborough County, Florida; thence N02040'05" East, 15.00 feet to the Point of Beginning; thence continue N02040'50" East, 25.00 feet; thence East 950.00 feet, more or less; then S02°40'50" West, 25.00 feet to the North boundary of a 15 foot platted right-of-way along the South boundary of Tracts 13 and 14, KEYSTONE PARK COLONY, thence West 950.00 feet, more or less, along said right-of-way to the Point of Beginning. Page 4 of 10 First American Title Insurance Company SCHEDULE B-I (Requirements) Agents File No.: NCS-420131-CLW2 Commitment No.: FA-C-420131 The following are the requirements to be complied with: 1. Payment to, or for the account of, the grantors or mortgagors the full consideration for the estate or interest to be Insured. Payment of all taxes, assessments, levied and assessed against subject premises, which are due and payable. 3. Satisfactory evidence shall be produced that all Improvements and/or repairs or alterations thereto are completed; that contractor, subcontractor, labor and materialmen are all paid In full. S?? C Instruments In Insurable form which must be properly executed, delivered and duly filed for record: Sa+15? ,M?,vwe A? (a) Deed conveying the land from City of Clearwater, signed in the name of the city or town by the mayor or some other person authorized by the charter, In the presence of two subscribing witnesses, duly attested by the city clerk and sealed with the municipal seal, to Silver Dollar Shooters Resort, LLC, a Delaware limited liability company. In connection with said deed, we will further require: 1) Production of a certified copy of the municipal charter; 2) Certified copy of a proper resolution of the governing body of the municipal corporation authorizing a sale of the property. The certified copy of the governing body's resolution should be attached to the deed of conveyance and recorded with It; 3) Satisfactory evidence of compliance with all requirements regarding conveying municlpal property contained in the municipal charter; and 4) The Company reserves the right to amend the commitment, Including but not limited to, the addition of further requirements and/or exceptions as it deems necessary based upon a review of any of the documentation required above. CZ u ? v 1 Proof satisfactory to the Company of a legal right of access from the land to be insured herein to cr- a publicly dedicated and maintained road right of way. Submit an Affidavit of Title, acceptable to First American Title Insurance Company, executed by slur a + or on behalf of The City of Clearwater, Florida, a municipal corporation of the State of Florida, ?r sufficient to afford Extended Coverage over Standard Exceptions 1, 4 and 6 in the Policy to be ?Nu ? av 14 Issued to the insured (s), and shown in Schedule B-II hereof as 2, 5 and 7. 0 Submit a proper survey certified to all parties Involved In this transaction, including but not limited to, First American Title Insurance Company. W W-v Page 5 of 10 Note: The Company reserves the right to make additional requirements as It may deem necessary. Page 6 of 10 First American Title Insurance Company SCHEDULE B-II (Exceptions) Agents File No.: NCS-420131-CLW2 Commitment No.: FA-C-420131 Schedule B of this policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company. 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 hereof 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. Rights or claims of parties In possession not shown by the public records. 3. Easements or claims of easements not shown by the public records. 4. Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey or Inspection of the premises. DOJO L`j 144 i(ky l? 5 6. ,pj6,Q- ?Y b...• Ilex, rl'.hF Fr. Ile.. _f _ r n ...I?ne. I? edT .-WRI3031-.0-0y MY e-public -r?rds, °° or minterial .4 a Any adverse claim to any portion of said land which has been created by artificial means or has accreted to any such portion so created and riparian rights, If any. 81 The lien of the taxes for the year 2010 and all subsequent years, which are not yet due and payable. Follo No.: 001689-0000 2009 taxes are EXEMPT 9. Easement for Drainage Canal recorded In O.R. Book 458, Page 229. ®Q.leJo- Ions and con e" OR 130914 19512, Page -1474- 11. This Policy does not Insure title to the beds or bottoms of lakes, rivers or other bodies of water located on or within the land described In Schedule "A". 12. Riparian and/or littoral rights are not Insured. Page 7 of 10 First American Title Insurance Company Issuing Office File No.: NCS-420131-CLW2 Note: All of the recording Information contained herein refers to the Public Records of Hlllsborough County, Florida, unless otherwise indicated. Any reference herein to a Book and Page is a reference to the Offlclal Record Books of said county, unless Indicated to the contrary. Notices - Where Sent All notices required to be given the Company and any statement In wrlting required to be furnished the Company shall Include the number of this policy and shall be addressed to the Company, Attention: Claims Department, 2075 Centre Pointe Boulevard, Tallahassee, Florida 32308-3752. Service, Quality and A b" " First American Title Insurance Company cares about Its customers and their ability to obtain Information and service on a convenient, timely and accurate basis. A qualified staff of service representatives Is dedicated to serving you. A toll-free number Is available for your convenience In obtaining Information about coverage and to provide assistance In resolving complaints at 1-800-929-7186, Office hours are from 8:30 a.m. through 5:30 p.m. Monday through Friday. Page 8 of 10 First American Title Insurance Company Florida Promulgated Closing Service Letter The operation and scope of the following dosing protection letter ("Letter') Is limited to the transaction which is the subject of the commitment to which this Letter Is attached and is also directed to those person(s) and/or entity(les) set forth In the Letter and Identified as a proposed insured in the commitment. Re: Issuing Agent: Agent countersigning the attached commitment. When title Insurance of F#-StAmerlcan 77de Insurance Companyls specified for your protection In connection with closings of real estate transactions In which you are to be the lessee or purchaser of an Interest In land or a lender secured by a mortgage (Including any other security Instrument) of an Interest in land, the FMstAme&an TkL- Insurance Company, subject to the Conditions and Exclusions set forth below, hereby agrees to reimburse you for actual loss Incurred by you In connection with such dosing when conducted by said Issuing Agent when such loss arises out of: 1. Failure of said Issuing Agent to comply with your written dosing Instructions to the extent that they relate to (a) the status of the title to said interest In land or the validity, enforceability and priority of the lien of said mortgage on said Interest In land, Including the obtaining of documents and the disbursement of funds necessary to establish such status of title or lien, or (b) the obtaining of any other document, specifically required by you, but not to the extent that said Instructions require a determination of the validity, enforceability or effectiveness of such other document, or (c) the collection and payment of funds due you, or 2. Fraud or dishonesty of said Issuing Agent In handling your funds or documents In connection with such closing. If you are a lender protected under the foregoing paragraph, your borrower In connection with a loan secured by a mortgage on a one to four family dwelling shall be protected as If this letter were addressed to your borrower, Conditions and Exclusions A. The FUstAmerkan 77dernsurance Campanywill not be liable to you for loss arising out of: 1. Failure of said Issuing Agent to comply with your closing Instructions which require title Insurance protection Inconsistent with that set forth In the tide Insurance binder or commitment issued by the Hr7Amerlon 77de Insurance Company. Instructions which require the removal of spedfic exceptions to title or compliance with the requirements contained In said binder or commitment shall not be deemed to be inconsistent. 2. Loss or Impairment of your funds In the course of collection or while on deposit with a bank due to bank failure, Insolvency or suspension, except such as shall result from failure of said Issuing Agent to comply with your written closing Instructions to deposit the funds In a bank which you designated by name. 3. Mechanics' and materlaimen's liens In connection with your purchase or lease or construction loan transactions, except to the extent that protection against such liens Is afforded by a title Insurance binder, commitment or policy of the RrstAmerlcan 71de Insurance Company. a, The periodic disbursement of construction loan proceeds or funds furnished by the owner to pay for construction costs during the construction of Improvements on the land to be insured, unless an offlcer of the company has specifically accepted the responsibility to you for such disbursement program In writing. B. When the F&tAmencan 77tle Insurance Companyshall have reimbursed you pursuant to this letter, It shall be subrogated to all rights and remedies which you would have had against any person or property had you not been so reimbursed. Liability of the RrstAmedcan Title Insurance Company for such reimbursement shall be reduced to the extent that you have knowingly and voluntarily impaired the value of such right of subrogation. C. Any liability of the FlrstAmer/can 77de Insurance ConWnyfor loss incurred by you In connection with closings of real estate transactions by said Issuing Agent shall be limited to the protection provided by this letter. However, this letter shall not affect the protection afforded by a title Insurance binder, commitment or policy of FhstAmerkan 72le Insurance Company. The dollar amount of liability hereby Incurred shall not be greater than the amount of the title insurance binder, commitment or policy of title Insurance to be issued, and liability hereunder as to any particular loan transaction shall be coextensive with liability under the policy Issued to you In connection with such transaction. Payment In accordance with the terms of this letter shall reduce by the same amount the liability under such policy, and payment under such policy shall reduce by the same amount the company's liability under the terms of this letter. D. Claims of loss shall be made promptly to the FNstAmerlcan 77de Inswanc+e Corr4panyat Its principal office at 1 First American Way, Santa Ana, California 92707. When the failure to give prompt notice shall prejudice the First American Title Insurance Company , then liability of the RrstAmenlnan Tide Insurance Company hereunder shall be reduced to the extent of such prejudice, The FlrstAmedcan 77tle insurance Companyshall not be liable hereunder unless notice of loss in writing Is received by the RrstAmedran 77de Insurance ChmImnywithin ninety (90) days from the date of discovery of such loss. E. Nothing contained herein shall be construed as authorizing compliance by any Issuing agent with any such closing Instructions, compliance with which would constitute a violation of any applicable law, rule or regulation relating to the activity of title Insurers, their Issuing agents, and their failure to comply with any such dosing Instructions shall not create any liability under the terms of this letter, F. The protection herein offered will be effective until cancelled by written notice from the FNstAmerkan 77de Insurance Company, Any previous Insured Closing Service letter or similar agreement is hereby cancelled, except as to closings of your real estate transactions regarding which you have previously sent (or within 30 days hereafter send) written closing Instructions to said Issuing Agent. FIRST AMERICAN TITLE INSURANCE COMPANY By: Vice President Page 9 of 10 First American Title Insurance Company Privacy Policy We Are Committed to Safeguarding Customer Information In order to better serve your needs now and In the future, we may ask you to provide us with certain Information. We understand that you may be concerned about what we will do with such information - particularly any personal or flnanclal Information. We agree that you have a right to know how we will utilize the personal Information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal Information. Applicability This Privacy Policy governs our use of the Information which you provide to us. It does not govern the manner In which we may use information we have obtained from any other source, such as Information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal Information regardless of Its source. First American calls these guidelines Its Fair Information Values, a copy of which can be found on our website at www.flrstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect Include: • Information we receive from you on applications, forms and In other communications to us, whether In writing, In person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency. Use of Information We request Information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your Information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such Information Indefinitely, Including the period after which any customer relationship has ceased. Such information may be used for any Internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies Include financial servlce providers, such as title Insurers, property and casualty insurers, and trust and Investment advisory companies, or companies Involved In real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the Information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other flnancial Institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your Information. We restrict access to nonpublic personal Information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your Information will be handled responsibly and in accordance with this Privacy Policy and First American's Falrlnformation Values, We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Page 10 of 1o rx h?h•+r? LEASE TERMINATION. RELEASE AND INDEMNITY AGREEMENT THIS LEASE TERMINATION, RELEASE AND INDEMNITY AGREEMENT ("Termination Agreement") is made as of the day of , 2009, by CITY OF CLEARWATER, a Municipal Corporation of the State of Florida, having an address of P. O. Box 4748, Clearwater, Florida 33758- 4748, ATTENTION: City Manager ("Landlord"); SILVER DOLLAR SHOOTERS RESORT, L.L.C, a Delaware limited liability company, having an address of Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606 ("SDSR"); NHC-FL8, L.P., a Delaware limited partnership, having an address of Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606 ("NHC-FL8"); MHC OPERATING LIMITED PARTNERSHIP, a Illinois limited partnership, having an address of Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606 ("MHC"); and EQUITY LIFESTYLE PROPERTIES, INC., a Maryland corporation, having an address of Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606 ("ELS"). As used herein, "Tenant" shall mean SDSR. As used herein, "Indemnitor(s)" shall mean SDSR, NHC-FL8, MHC and ELS, jointly and severally. WITNESSETH WHEREAS, Landlord and SILVER DOLLAR TRAP CLUB, INC., a Florida corporation ("SDTC") entered into a certain Lease Agreement dated February 14, 1994, as modified by that certain Lease Modification Agreement dated February 4, 2009 (collectively the "Lease"), for the lease of certain property located in Hillsborough County, Florida, as described more particularly in the Lease ("Premises"); WHEREAS, SDTC and NHC-FL8 entered into a License Agreement dated February _ 1999, and a License Agreement dated February 1, 2000 (collectively, "License Agreements"), pursuant to which SDTC granted a license to NHC-FL8 for the use of all or a portion of the Premises; WHEREAS, SDTC, SDSR and NHC-FL8 entered into that certain Assignment, Assumption and Modification Agreement dated February 4, 2009 ("Assignment Agreement"), pursuant to which SDTC assigned its right, title and interest in, to and under the Lease to SDSR; WHEREAS, the Landlord and SDSR entered into that certain Contract for Sale of Real Property dated , 2009 ("Sale Contract"), pursuant to which SDSR agreed to purchase the Premises from the Landlord; WHEREAS, the Phase I Environmental Site Assessment dated March 28, 1994 prepared by EnviroAssessments, Inc., and Phase 11 Environmental Site Assessment dated April 29, 1994 prepared by EnviroAssessments, Inc. for the Premises did not reveal an environmental condition requiring any remedial action; and WHEREAS, the parties desire to terminate the Lease on the terms and conditions hereinafter set forth and provide for an indemnity and release on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I . Recitals; Definitions. The foregoing recitals are true and correct and are incorporated herein by reference. 2. Termination of Lease. The Lease shall terminate effective as of 12:01 a.m., Eastern Standard Time, on the day of closing of the sale and transfer of the Premises to SDSR ("Termination Date") as if the Termination Date were set forth in the Lease as the expiation date of the term of the Lease. Except as expressly set forth in this Termination Agreement, neither Landlord nor Tenant shall have any obligations or liability under the Lease after the Termination Date. Notwithstanding the foregoing, all of the indemnity obligations of Tenant, SDTC, MHC and ELS contained in the Lease ("Tenant Indemnifications") shall remain in full force and effect, shall survive the termination of the Lease, and shall continue to benefit the Landlord after the closing of the Sale Contract. Further, in addition, and without relieving any party of its respective indemnity obligations, Indemnitors hereby assume and agree to fulfill all of the Tenant Indemnifications, without regard to the actual named party providing the indemnity. 3. Lease Obligations. Tenant shall perform all of the Lease obligations and covenants required to be performed or observed by Tenant up to and including the Termination Date, including, but not limited to, the payment of all rent and other charges payable under the Lease through the Termination Date. 4. Estoppel. Tenant and Landlord each hereby certify and acknowledge to the other that, as of the date of the mutual execution of this Termination Agreement: (a) neither Landlord nor Tenant is in default in any respect under the Lease; (b) neither Landlord nor Tenant has any defenses to its obligations under the Lease; and (c) Tenant has no offsets against rent. Tenant and Landlord each acknowledge and agree that the representations herein set forth constitute material consideration to the parties in entering into this Termination Agreement, such representations are being made by Tenant and Landlord for purposes of inducing the other party to enter into this Termination Agreement, and each party is relying on such representations in entering into this Termination Agreement. 5. No Transfer. Tenant and Landlord each represent and warrant that it has not, voluntarily or by operation of law, effectuated or allowed an assignment, mortgage, or other transfer or encumbrance of all or any part of its interest in the Lease, and Tenant has not sublet all or any part of the Premises. Tenant and Landlord represent and warrant to each other that there are no Claims (as hereinafter defined) against it in any way arising or resulting from or in connection with the Lease, and that there is no Claim, agreement or other matter that would preclude or restrict the termination of the Lease provided for hereunder or otherwise adversely affect this Termination Agreement or the enforceability thereof. Tenant and Landlord agree to protect, defend, indemnify and hold the other party harmless from and against any and all Claims in any way arising or resulting from or in connection with or related to a breach of any of the representations and warranties contained in this Section. 6. Surrender of the Premises. As of the Termination Date, Tenant will be the fee simple owner of the Premises, and, therefore, shall not surrender the Premises to Landlord. 7. Release. Indemnitors and their respective affiliated companies, consultants, fiduciaries, agents, servants, employees, partners, shareholders, members, predecessors, advisors, managers, trustees, ancillary trustees, beneficiaries, representatives, officers, directors, attorneys, guarantors, successors and assigns (collectively and severally, the "Affiliated Entities") do hereby release and forever discharge Landlord for and from any and all Claims which Indemnitors ever had, now have, or hereafter can, shall or may have against Landlord for, upon or by reason of any matter, cause or thing whatsoever arising out of or relating to the Lease or the Premises (each a "Released Claim"). Indemnitors and their respective Affiliated Entities hereby covenant and agree to forever forbear from alleging, asserting, bringing, commencing, instituting, maintaining, prosecuting or otherwise pursuing against Landlord any Released 2 Claim. Indemnitors and their respective Affiliated Entities further agree that this release may be pleaded by Landlord as a full and complete defense to any Released Claim that may be alleged, asserted, brought, commenced, instituted, maintained, prosecuted or otherwise pursued against Landlord. "Claims" means any and all actions, adjudications, awards, causes of action, claims, costs, damages (including, without limitation, consequential damages), demands, expenses (including, without limitation, attorneys', consultants' and experts' fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, litigation or proceeding), fees, fines, forfeitures, injuries, judgments, liabilities, liens, losses, obligations, orders, proceedings, penalties, stop notices and suits of any kind or of any nature whatsoever, including, without limitation, any Claims related to the following: (i) any Release (as defined below), threatened Release, Storage, Treatment, accumulation, generation, utilization, Disposal, transportation or other handling or migration of any Hazardous Substance (as defined below) on, in, onto, or from the Premises; (ii) the violation or alleged violation of Environmental Laws (as defined below) occurring on or related to the Premises; and (iii) the costs of any required or necessary repair, removal, cleanup, remediation or corrective action on the Premises and the preparation and implementation of any closure, remedial or other required plans. The terms "Storage", "Treatment" and "Disposal" shall have the same meanings and definitions as set forth in the Resource Conservation and Recovery Act as amended 42 U.S.C. A§ 6901 et seq. or regulations promulgated thereunder. This Section shall survive the termination of the Lease and this Termination Agreement. 8. Tenant Indemnification. Tenant agrees to protect, defend, indemnify and hold Landlord and its Affiliated Entities harmless from and against any and all Claims in any way arising or resulting from or in connection with or related to: (a) Tenant's breach of the terms of this Termination Agreement, including, without limitation, the representations and warranties contained herein; and (b) any injury to or death of persons or damage to property that occurs at any time on or prior to the Termination Date, from any cause whatsoever, by reason of the use, occupancy or enjoyment of the Premises by Tenant. Tenant's indemnification obligations under this Section shall survive the termination of the Lease and this Termination Agreement. 9. Default. In the event that any party to this Termination Agreement shall institute any action or proceeding against any other party out of or based upon this Termination Agreement, or by reason of any default hereunder, the prevailing party in such action or proceeding shall be entitled to recover from the other party all costs of such action or proceeding, including reasonable attorneys' and paralegals' fees at all trial and appellate levels and in bankruptcy. 10. Representations. Each party represents to the others that it has full power and authority to execute this Termination Agreement. 11. Notices. Any notice that is sent or given under the terms of this Termination Agreement shall be sent to the address first set forth above. Any notice given by United States mail shall be deemed so given on the second business day after the same is deposited in the United States mail registered or certified matter, addressed as above provided, with postage thereon fully prepaid. Any notice that is given by another method shall be deemed to be delivered upon receipt by the party to whom the same is given. 3 The parties may from time to time notify the other of changes regarding where notices should be sent by sending notification of such changes pursuant to this paragraph. 12. Miscellaneous. This Termination Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument. It shall not be necessary when making proof of this Termination Agreement to produce counterparts with original signatures, it being agreed that photocopies of signatures or signatures received by facsimile transmission shall have the same effect as original signatures. This Termination Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the heirs, successors and assigns of the parties. This Termination Agreement shall be construed and enforced in accordance with the laws of the State of Florida. This Termination Agreement may not be amended except in writing signed by both parties. If any of the provisions of this Termination Agreement, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Termination Agreement or the circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby, and every provision of this Termination Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of the date first written above. WITNESS: Name: CITY OF CLEARWATER, a Municipal Corporation of the State of Florida: See Attached Signature Page By: Name: Title: Name: -Zaeaj'?? () Nam t Name: Name: SILVER DOLLAR SHOOTERS RESORT, L.L.C, a Delaware limited liability company By: //- ?? Name: A:?VkNer-icj A Title: gx-? Yf -G NHC-FL8, L.P., a Delaware limited partnership By MHC NHC-FL8 GP, L.L.C., Its general partner By: Name: ?tr??T?`? " liq? Title: Vie L. 4 Countersigned: rank V. Hibbard Mayor Approved as to form: Laura Mahony Assistant City Attorney CITY OF CLEARWATER, FLORIDA By: William B. Horne II City Manager Attest: C-IX-144, Cy is E. Goudeau Cit lerk ZIA - f Q c MHC OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership By: MHC Trust, its general partner Nay ?- t Name: By: Equity LifeStyle Properties, Inc., its sole shareholder By: llwae-? Name: /L4 - AXW- Title: _ ? ? - EQUITY LIFESTYLE PROPERTIES, INC., a Maryland corporation By: Name: /Cw?'?? Title: ?/? - C