- 1 - PERPETUAL AERIAL EASEMENT ACQUISITION AGREEMENT ...

Exhibit 2Page 4 of 556. Title: Satisfaction of Encumbrances: Possession.(a) The proceeds of sale shall be paid by the COUNTY to COMPANY atclosing, less any credits to COUNTY or other payments required to be paidby COMPANY pursuant to the provisions of this Agreement, if any.(b) Except as provided in Section 3, above, for Permitted Exceptions,any and all leases, mortgages, liens, encumbrances, claims, or any otherdebts affecting the title to the Aerial Easement ("Encumbrances") that areoutstanding on the date of closing shall either: (i) be subordinated to theAerial Easement, on a form approved by COUNTY; or (ii) discharged andsatisfied at closing and in such event an amount shall be paid byCOMPANY to the Closing Agent as may be necessary to discharge suchEncumbrances that are not subordinated. The "Permitted Exceptions" shallnot be considered an "Encumbrance" under any provision of thisAgreement.(c) From funds received from the COMPANY by the Closing Agentpursuant to subparagraph (b)(ii), above, the Closing Agent shall cause to beissued separate checks payable to the respective mortgagees, lienors, orencumbrancers, to satisfy or subordinate such Encumbrances. The ClosingAgent shall arrange to exchange such checks for the instrumentsnecessary to satisfy or subordinate such Encumbrances. COMPANY shalldeposit in escrow with the Closing Agent cleared funds in the amountspecified by the Closing Agent not later than three (3) days prior to thescheduled closing. Notwithstanding the forgoing provisions, the partiesacknowledge that receipt of properly executed subordination agreements,in form satisfactory to the Closing Agent, from the lenders and companiesidentified as items 3, 4, 5, 6, 7, 8, 14, 15, 16, 17, 18, and 19 on Schedule B-I("Schedule B-I") and as identified as items 14, 16, 17, 18, 19, and 20 onSchedule B-II ("Schedule B-II") of the Title Commitment attached hereto asExhibit 4 ("Title Commitment") shall satisfy subparagraph 6(b) as to suchlenders and companies.(d) The COUNTY shall obtain an owner's policy of title insurance for theAerial Easement instrument, and the COUNTY and COMPANY shall meetthe requirements of the title insurer and Florida Statutes, Section 627.7841in order to require the title insurer to insure the period of time between theeffective date of the title commitment and the date of recording the AerialEasement instrument. The Title Company issuing COUNTY's titleinsurance policy shall act as "Closing Agent" at the closing and shall holdand disburse the Purchase Price funds and such other funds as arerequired as provided in this Agreement.- 4 -