16-2888 Approving Settlement/Development Agreement with Prospere II Investment, LLC and CLear Channel Outdoor, Inc.

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To Owner: PROSPERE II INVESTMENT LLC Attn: Soheila Mohammadian, President 8714 Windsor Pointe Dr. Orlando, FL 32829 To Clear Channel: Clear Channel Outdoor, Inc. Attn: Legal Department 99 Park Avenue, 2d Floor New York, NY 10016 10. Invalidity. If any sentence, phrase, paragraph, provision or portion of this Settlement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision, and such holding shall not affect the validity of the remaining portion thereto unless the same shall frustrate the intentions of either party hereto in entering into this Settlement. 11. Compliance with Laws. The failure of this Settlement to address a particular permit, condition, term, or restriction shall not relieve the parties of the necessity of complying with the law governing said permitting requirements, conditions, term, or restriction. 12. Recording. This Settlement shall be recorded by the City, at Prospere's expense, in the public records of Seminole County, Florida within fourteen (14) days after this Settlement is approved by the City Commission of the City and signed by all parties hereto. 13. No Representations/No Taking. The City, Prospere and Clear Channel jointly and individually represent and warrant that they have freely and voluntarily entered into and executed this Settlement, and that they have not been induced to enter into and execute this Settlement by any warranty, representation, promise, covenant, or agreement made by or on behalf of any other parry hereto, except as specifically set forth herein. Prospere and Clear Channel agree this Settlement does not constitute a taking or place an inordinate burden on Cambridge Oaks, Prospere or Clear Channel and is not in violation of § 70.20, Fla. Stat., or any other statute. 14. Disclaimer of Third Party Beneficiaries. This Settlement is solely for the benefit of the formal parties to this Settlement and no right or cause of action shall accrue by reason hereof to or for the benefit of any third party not a formal party hereto. 15. Effective Date. This Settlement shall not be effective or binding on any party until this Settlement is approved by the City Commission of the City and signed by all parties hereto. 16. Warranty of Title. Prospere hereby warrants that: (i) Prospere owns the fee simple title to the Property, and Prospere and Clear Channel warrant that: (ii) they have good right and lawful authority to enter into this Settlement. 17. Joinder and Consent. Unless otherwise agreed to by the City, all lienholders must join in this Settlement. It shall be the responsibility of Prospere to promptly obtain a joinder and 4