The Renewal Note provides on page 7 that:

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1 Aug 13, 1990 Re: Technical Assistance Advisement No. 90(M)-003 Documentary Stamp Tax and Intangible Tax; Assignment of Note and Mortgage; Promissory Note Renewal; Mortgage Modification XXX, a Florida General Partnership, (hereinafter Borrower) XXX (hereinafter Original Lender) XXX (hereinafter Purchaser) XXX (hereinafter Company) Dear This is in response to your request for a Technical Assistance Advisement concerning tax under Chapters 199, and 201, Florida Statutes, as they apply to substantially the following question: Is documentary stamp tax or intangible tax due where Original Lender sells and assigns Borrowers promissory note and mortgage to Purchaser, who, after Borrower reduces the principal amount owing under the obligation, renews the promissory note and mortgage, thereafter, Purchaser sells and assigns the renewed promissory note and mortgage to Company? In 1988, pursuant to a loan agreement, Original Lender loaned $XX million to Borrower. This loan was evidenced by Borrowers promissory note (the Obligation) in favor of original Lender which was secured by a Florida Mortgage and Security Agreement, UCC-1 Financing Statements and other documents (the Original Mortgage). Proper documentary stamp tax and intangible tax was paid at the time the original Mortgage was recorded in a Florida County. In 1990, Original Lender sold and assigned Borrowers obligation and original mortgage to Purchaser. At the same time Borrower substantially reduced the principal balance owing under the obligation. Simultaneously, at the request of Purchaser,

2 Borrower executed a Renewal, Amendment and Restatement of Note (the Renewal Note) and Amendment and Restatement of Mortgage and Security Agreement and other documents (the Renewal Mortgage) for the purpose, among other things, to substitute Purchasers forms in place of Original Lenders forms, reduce the interest rate, extend the maturity date, and reduce the monthly payments. Thereafter, Purchaser sold and assigned the Renewal Note and the Renewal Mortgage to Company. The Renewal Note provides on page 7 that: "Florida documentary stamps assessed on this Promissory Note have been paid, affixed to the original mortgage securing this Note, and cancelled." On page 8, the Renewal Notes additionally states that: "Florida documentary stamps assessed on this Note in the amount of $XX were paid on the Original Promissory Note being renewed hereby and were affixed to the mortgage securing the original promissory note and this Renewal, Amendment and Restatement of Note." The second whereas clause in the Renewal Note reads: "Whereas, the Promissory Note (referring to the Original Note) has been endorsed and assigned by Original Lender to Purchaser which is presently holder thereof and the original Promissory Note is attached hereto;" Additionally, the Renewal mortgage securing the amount of the Renewal Note provides on its face that it constitutes a restatement of the original Mortgage and cites the county and official records where the original mortgage is recorded. Discussion and Law Intangible Tax Section , F.S., levies a nonrecurring tax of 2 mills on all obligations for the payment of money secured by a lien on

3 Florida real property. Section , F.S., provides several exceptions to the levy of the nonrecurring tax. Section (2), F.S., provides an exception from tax where an obligation which has been previously taxed is assigned. Section (4), F.S., provides another exception from tax for a refinanced obligation where the original obligor is refinancing the debt with the original obligee or its assignee. Under this provision an obligation which is refinanced at the outstanding balance, plus accrued but unpaid interest, is not subject to additional nonrecurring intangible tax. Under paragraph (b) of this subsection an obligation having a principal balance which exceeds the outstanding principal balance of the original obligation, is subject to additional nonrecurring intangible tax. The tax is calculated on the difference between the new principal balance and the outstanding balance at the time of the refinancing, provided the refinancing is between the original obligor and the original obligee or its assignee. If the refinancing is not between the original obligor and the original obligee or its assignee, the tax is levied upon the entire obligation. Documentary Stamp Tax Tax is not required on an assignment of a note or mortgage or conditional sales contract unless they are collaterally assigned as security for a new loan (Fla. Admin. Code Rules 12B (28), 12B-4.054(6),(7)). Renewals of promissory notes and mortgages are taxable (s (1), F.S.; Fla. Admin. Code Rule 12B-4.051(1)(a),(b); 12B (24)), except the renewal note or mortgage would be exempt if executed only by the original obligor, the renewal only extends the unpaid balance of the original obligation, and the original note with the stamps affixed is attached to the renewal note. Where a renewal mortgage is recorded, proof of payment of the tax on the original mortgage must be in accordance with the regulation (s (1), (2); Fla. Admin. Code Rule 12B (1)). Also, a renewal note which merely increases the rate of interest or extends the time of payments, or has inserted the

4 name of a new payee who has become holder of a promissory note or mortgage being renewed, does not require additional tax, provided all other requirements of s (1), (2), F.S., have been met. (Fla. Admin. Code Rule 12B-4.054(1)(b),(d); ( Atty. Gen. Rep. 28). Department's Position Intangible Tax At the time the original obligation was recorded nonrecurring intangible tax was properly paid. Section (2), F.S., excepts from additional tax the assignment of an obligation which has been previously taxed. Therefore, the assignment of the obligation from Original Lender to Purchaser is not subject to additional tax. The documents given to Purchaser by Borrower do not constitute a new obligation and fall within the provisions of s (4)(a), F.S., resulting in no additional tax due. Further, the assignment from Purchaser to Company is not subject to additional tax under the provisions of s (2), F.S. In summary, no additional nonrecurring intangible tax is due as a result of this transaction. Documentary Stamp Tax The outright sale and assignment of Borrowers obligation and original mortgage from Original Lender to Purchaser would not be subject to tax (Fla. Admin. Code Rule 12B-4.054(6)). The renewal of Borrowers obligation and Original Mortgage by Purchaser who had become holder of the documents meets the requirements for exemption under the provisions of Section (1)(2), Florida Statutes; Fla. Admin. Code Rules 12B (1)(b),(d); [ ] Atty. Gen. Rep. 28. Consequently, no additional tax would be required on Borrowers Renewal Note and Renewal Mortgage. The subsequent sale and assignment of Borrowers Renewal Note and Renewal Mortgage from Purchaser to Company would not be subject to additional tax (Fla. Admin. Code Rule 12B-4.054(6)). This response constitutes a Technical Assistance Advisement under s , F.S., which is binding on the Department only

5 under the facts and circumstances described in the request for this advice as specified in s , F.S. Our response is predicated on those facts and the specific situation summarized above. You are advised that subsequent statutory or administrative rule changes or judicial interpretations of the statutes or rules upon which this advice is based may subject similar future transactions to a different treatment than expressed in this response. You are further advised that this response and your request are public records under Chapter 119, F.S., which are subject to disclosure to the public under the conditions of s , F.S. Your name, address, and any other details which might lead to identification of the taxpayer must be deleted by the Department before disclosure. In an effort to protect confidential information, we request you notify the undersigned in writing within 15 days of any deletions you wish made to the request or this response. Sincerely, W.E. Webb Technical Assistant Statutory Compliance Section J.V. Parramore, Jr. Technical Assistant Statutory Compliance Section WEW/JVP/mh