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Opinion of Title 111 Lincoln Road. ' 2ooa- 2:6 ~9c~ ~~ 4 - . .. ~ OPINION OF TITLE TO: City of Miami. Beach, Florida ,- Tlis Opinion of Title isfurnished tothe City of Miami Beach, Florida,~as inducement for acceptance of ~a Declaration of Restrictive Covenants covering the real property ,hereinafter • ~ described: It is hereby certified-that we have examined title to ,the below described real property , evidenced 'by Owner's Title Insurance Policy No. FA-35-1.620007 issued by First Airierican-Title " Insurance Company with an Effective Date of June 27, 2008 at 3.:47 p.m., together with a title update through October 20, 2009 at $:00 a.m., of the following described real property (the . "Property„)~ SEE EXHIBIT "A" ATTACHED HERETO Basing our opinion solely on the foregoing title evidence; we are of the- opinion that, on - the.last mentioned ;date,. fee simple title to the Property was vested in: MBEACHl, LLLP, a Delaware limited liability limited partnership Subject .to the following encumbrances, liens and other' exceptions: ,: - 1. RECORDED MORTG"~?-GES/FINANCING RELATED DOCUMENTS: a. Mortgage, Assignment of Rents and Leases, .Security Agreement and Fixture Filing from ~MBEACHl, LLLP, in favor of KeyBank :National Association, recorded March 25, 2005, in Official Records Book 23203, Page 4875, as modified by Modification of Mortgage and Future Advance Certificate recorded April 21, 2006, in Official Records.Book 24448, Page 4147, as partially released by~P.artial Release of Mortgage recorded April 4, 2007, in Official Records Book - 25506, Page 2769, as assigned to Mellon UntedNatonal Bank by Assignment of - Note and IVlortgage. recorded June .27, 2008, in. OfficialRecords Book. 26455, . Page 33"8, and. as renewed and modified by Renewal Morfgage; Notice of Future Advance, Assigmnent of Leases and Rents, Security,. Agreement and Fixture Filing recorded-June 27,2008, in Official Records Book 26455, Page 344. b. Assignment of L"erases and Rents -from MBEACHI, LLLP, in favor of Mellon United Natio>al Banlc, recorded June"27, 2008, in Official Records Book 26455, .Page 359. c. UCC Financing Statement made by MBEACHl, LLLP, as Debtor, in favor of - Mellon "United. National Banlc, as Secured Party, recorded June 27; 2008, in '; Official Records Book 26455, Page 379. ` . MIAMI I981511.1"7678122013 ` ~ L'~~ ,J t .l , { . 2. RECORDED CONSTRUCTION LIENS, CONTRACT LIENS AND .. JUDGMENTS:... NONE 3.: GENERAL EXCEPTIONS: i ~ _ a. All taxes and assessments for the year in which this opinion. is rezldered anal subsequent years. b. ,. Rights of parties in possession other than the above owners. c. ` ~ Facts that. would be disclosed by an accurate survey. d. Any um~ecorded labor, mechanics or materialrnen's liens. e.. `.Zoning and other restrictions imposed by governmental authority. 4. SPECIAL EXCEPTIONS: a. 'Easement granted to Florida Power & Light Company recorded July 16, 1970, in Official Records Book 6917, Page 298. , b.. Order of the Board of Adjustment of the Cityof Miami Beach; Florida,- recorded June 12, 1991, in Official Records Book` 15062, Page 2803. c. Terms; provisions and conditions of- that .certain unrecorded .Lease between . Uccello Immobilien GinbH, as Landlord, and MTV Networks Latin America, Inc. . ' - ~ f/k/a MTV Latino, Inc., as Tenant, as referred to'irl Notice of Lease Prohibition of Construction Liens recorded Jurie 23, 199.5, in Official Records Book 16826, Page 1861, together with Exhibit. "B" to Second Amendment. to Lease recorded . IDecember 13, 1996; ' in Official Records Book 17459, Page 3690, and- - ~ Subordination, Non Disturbance and Attonunent Agreement recorded April 22, 2005, in Official Records Book 23301; Page 787. d. Order of the Board of Adjustment of the City of Miami Beach, Florida; .recorded November 13, 1995, in .Official Records Book 16987; Page 3902:. e.. - Terms, provisions and conditions of that certain unrecorded Lease between Uccello Immobilif,n GmbH, as Landlord, and IEA Acquisition Corp.; as~ Tenant, as referred. to in Notice of .Lease ,Prohibition of Constriction Liens -recorded February 14, 2000,. in Official Records Book 18984, Page 125. . £ - .Declaration of Restrictive Covenants in Lieu of Unity of Title recorded March 25, 2005, in Offical.Records Book 23203, Page 4868. ` . g. Order of the Board of Adjustment of the City of Miami Beach, Florida, recorded " March 16, 2D06, in Official-Records Book 24331, Page 4824: . h. Development Agreement between the City of Miami Beach aild UTA Managemerif, LLC recorded April 16, .2007, in Official Records Book 25537, 2 ~, Page ~ 1882, , as- modified by First Amendment to Development Agreement recorded June 22, 2009, in Official Records Book 26911, Page 3252. i. Easement•Agreement recorded April 16, 2007, in Official Records Book 25537, ' Page 1...980. ~ . - j, Parking Covenant in Lieu of Unity of Title. recorded August 23; 2007, in Official ' Records Book 25878, Page 3433. _ ' k. Easement granted. to Florida Power and Light Company; recorded November 21, 2008, in Official Records Book 26660, Page 3174. 1; Parking ;Easement Agreement recorded Decemt~er 24, 2008, in Official Records Book 26698, Page 21.54, as affected by Memorandum of Commencement of Parking Easement Agreement recorded May 27, 2009, in Official Records Book . 26880, Page 21.64. n1: Banking Exclusive. and ATM Easement Agreement recorded December 24, 2008, - ~ . ~ in Official Records Book 26698, Page 2180. • n. Easement' Agreement for Drainage; Electrical Transformer and Dempster • ~ recorded December 24, 2008, in Official Records Book.26698, Page 2200. - ~ o. Parking and Trash Easement Agreement recorded December 24, 2008; in Official Records Book 26698, Page 2228.. p. .Easement granted. to.Florida Power & Light Company recorded January:29, 2009, . in Official Records Book 26734, Page 37,25.. . q. 'Covenant .Running -with the Land- recorded" June 22, 2009, in Official Records Book 26911, Page 3276. • . r.. Notice - of Commencement recorded November 26; 2008, in Official Records Book 26665,~Page 4359. - s. Notice of Commencement recorded August 1 L, 2009, in Official Records Boolc : .26972, Page 4614. t. Notice of Commencement recorded October 2, 2009, in Official Records Book 27034, Page 4650.. u.~ - Notice •of Comme:ncement recorded October 2, 2009, in Official Records Book 27034, Page.4654. . v..' Notice of Comn~encemei~f recorded October 2, 2009; in Official Records Book .27034, Page 4658, ' ~ w. Notice of Commencement recorded October 2, 2009, in Official Records Book • . 27034, Page 4662, -~ ~ MIAMI 1981511.1 7678122013 3 .. ~// ' '~ ~- ` ~ All recording .references are to the Public Records m Miami-Dade County, , _ . "Florida. I HEREBY CERTIFY that I have reviewed all the aforementioned encumbrances and . exceptions.. ' .. .. Thei-efoz-e, it is my .opinion that the following parties nnist join in order .to make the ., .. .; Declaration of Restrictive Covenants a valid and binding covenant~on the lands described herein: . EXCEPTION ' NAME INTEREST NUMBER 1) 1VIBEACHI, LLLP Fee Simple Title Holder .. N/A 2) . `Mellon United National Bank Mortgagee l .a I, t11e undersigned,. further .certify that I am an attorney-at-law duly admitted to practice in ' the State of.Florida, and a member in good standing of The Florida Bar. 9 Respectfully submitted, this ~ y • 9~ da of November 2009. Bilzin.Sumberg Baeila Price & Axelrod LLP - 200 SouthBscayne Boulevard, Suite 2500 Miami, Florida 3313'1-5340 _ By: Adam D. Lustig, P.A. Zer By: Adam D. ustig, President.. Florida Bar N0. 174238 STATE OF FLORIDA ) • )'SS: • CgUNTY :OF MIAMI-DADS ) Tlie foregoing instrument was acknowledged before me this ~ day of November, 2009,. by Adam D. Lustig, as President of Adam D". Lustig, P.A., a Part>~er, of Bilzin Sumberg Baeila Price & Axelrod LLP. He is personall; known to me or produced a Florida driver's ` license as identification. ., Notary Stamp: ~~~ •e^~•^i%,~., MARIA E.BATISTA N Pub11C, State Of FlOrlda • ` ~ ~ MY COMMISSION # DD 631214 ,~,. =m-`• a= EXPIRES: February 4, 2011. a, . '$'ocFl;d:` 6ondedThruPichardlnsuranceAgency ' ` MIAMI 1)8151 1.1 76781220] 3 4 :. .. - ~~ F EXHIBIT «A» ' ° ~ Legal Description Parcel 1: Lots 1, 2, 3, 4, 5, and 6, .Block. ;39; COMMERCIAL SUBDIVISION, ,according to file Plat thereof; as recorded in Plat Book, 6, Page 5, of the Public Records of •Miami-Dade County,. Florida. t Parcel 2: Lots 7 and 8, Block 39, PALM VIEW SUBDIVISION, according to tl?e Plat thereof, as recorded in Plat Book 6, Page 29•, of the ,Public Records of Miami-Dade County, Florida, less and .except: A~Portion~o~f Lot 7,B-lock 39, Pr'1LM VIEW .SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, Page 29, of the Public Records of Miami-Dade County, Florida, being ' more particularly described as follows: Begin at .the Northwest corner of said Lot 7; Thence South 00°48'26" East along the West line of said L'ot 7, a distance of 22.02 feet to a point on a tangent: curve concave to the Northeast; . Thence Southeasterly-along the arc of said curve, having a radius of 8.00 feet, a central angle of ~ ' " 90°02'39" and an arc distance of 12.57 feet; Thence .North 89°08'55" East along the South line of said Lot 7, a distance of 22.02 feet to a _ point on a'tangent curve concave t:o the Northeast; - Thence Northwesterly along the arc of said curve, having a radius of 30..00 feet, a central angle . of 90°02'39" and an arc distance of 47.15 feet-to the Point of Beginning.. f~ -