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Limited Liability Company Affidavit (TCH 500 Alton, LLC) I 111111 11111 11II 11111 11111111I111111 Ills till CFN 2022R0358924 OR BK 33164 Pss 3877-3885 (9Pss) This instrument prepared by(or under the supervision of) RECORDED 05/02/2022 12:23:54 and after recording should be returned to: hIARVEY RUVIN? CLERK OF COURTMIAMI-DADE COUNTY? FLORIDA Name: Laura Gangemi Vignola,Esq. Gangemi Law Group, PLLC 3310 Mary Street,Suite 303 Miami,Florida 33133 3Q i ) L l�Cl (� �J (Space reserved for Clerk of Court) LIMITED LIABILITY COMPANY AFFIDAVIT BEFORE ME,the applicable undersigned authority,duly authorized to administer oaths and take acknowledgments, personally appeared DAVID P. MARTIN or RUSSELL GALBUT (each, respectively, an "Affiant" and collectively the "Affiants"), who, being by me first duly sworn, deposed and said as follows: 1. That Affiant is an authorized signatory of TCH 500 ALTON, LLC, a Delaware limited liability company(the"LLC"). 2. That Affiant, as an authorized signatory of the LLC, has personal knowledge of the business and affairs of the LLC and all matters hereinafter stated. 3. That, for purposes of actions taken in connection with the transaction contemplated by Section 4 hereof, the management of the LLC is vested in the authorized signatories of the LLC. The authorized signatories of the LLC are David Martin and Russell Galbut. 4. That the Affiants,jointly,have the full right,power and authority to execute and deliver a deed conveying the property legally described on Exhibit"A"attached hereto and by this reference made a part hereof(the "Park Property") to the City of Miami Beach, and to execute and deliver mortgage spreaders that spread over the properties legally described on Exhibit "B" attached hereto and by this reference made a part hereof (the "Additional Property") the liens of the following mortgages (collectively, the "Mortgages"): (a) Consolidated and Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing executed by TCH 500 Alton, LLC, a Delaware limited liability company, Mortgagor, in favor of Athene Annuity and Life Company, Jackson National Life Insurance Company, Athora Lux Invest NL-CRE Direct Lending Fund, Apollo TR Commercial Real Estate Debt LLC, Mercer QIF Fund PLC and AP Kent Credit Master Fund, L.P., Mortgagee, dated March 23, 2021, recorded April 8, 2021, in Official Records Book 32437, Page 2816 and (b) Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing executed by TCH 500 Alton, LLC, a Delaware limited liability company, Mortgagor, in favor of BREDS IV Loan Holdings L.L.C., Mortgagee, dated March 23, 2021, recorded April 8, 2021, in Official Records Book 32437, Page 2892, and all necessary consents thereto have been obtained. 5. That neither any LLC nor Affiant has ever been a debtor in bankruptcy and there is no current bankruptcy proceeding involving the LLC nor Affiant or other insolvency proceeding or similar proceedings for the benefit of creditors. 6. That there has been no dissolution of the LLC resulting from transfers of member's interests or otherwise. The LLC is presently in existence and in good standing under the laws of the State of Florida and has not been dissolved as of the date hereof. GLG 4859-1439-2347 v2 7. This affidavit is given to induce Chicago Title Insurance Company, through its agent Gangemi Law Group, PLLC, to issue an owner's title insurance policy with respect to the Property, and additional title policies with respect to the Mortgages. [SIGNATURES ON FOLLOWING PAGE] 7 `� FURTHER AFFIANTS SAYETH NAUGHT. D P. ART N STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) SWORN TO AND SUBSCRIBED before me by means of 0 physical presence or 0 online notarization,this/ day of April,2022 by DAVID P. MARTIN,who is personally known to me or has produced as identification. [NOTARIAL SEAL Notary: CARLA D. ARRIETA Print Name: Qig4. 1.4 .2) , Aviet.'e-r- =o`"�Yr�°�s^Notary Pubic State of Florida NOTARY PUBLIC,STATE OF F ORIDA _ii: Commission q HH 64652 • is My Commission Expires My commission expires I//�► 2icrky November 17, 2024 si 1f • RUSSELL GALBUT STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) SWORN TO AND SUBSCRIBED before me by means of 0 physical presence or 0 online notarization,this_day of April,2022 by RUSSELL GALBUT, who is personally known to me or has produced as identification. [NOTARIAL SEAL] Notary: Print Name: NOTARY PUBLIC,STATE OF FLORIDA My commission expires [Signature page to LLC Affidavit—TCH 500 ALTON,LLC] FURTHER AFFIANTS SAYETH NAUGHT. DAVID P.MARTIN STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) SWORN TO AND SUBSCRIBED before me by means of ❑ physical presence or 0 online notarization,this_day of April,2022 by DAVID P. MARTIN, who is personally known to me or has produced as identification. [NOTARIAL SEAL] Notary: Print Name: NOTARY PUBLIC,STATE OF FLORIDA My commission expires RUSSELL GALBUT STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) SWORN TO AND SUBSCRIBED before me by means of la'physical presence or 0 online notarization,this i 3 day of April, 2022 by RUSSELL GALBUT, who is personally known to me or has produced as identificati . [ Notary: 7,2/ //ll/ • k>Y_Aue-., DAYAMI AGUTA.R Print Name: f?s �': Notary Public•State of Florida ;; t4 ` Commission#GG 283448 NOTARY PUBLIC,STAT�VF FI,�O��R��IDA My Comm Expires Mar 16•z023 My commission expires a ib -3 ,. ,rc ch WIlonal Notary Assn. �/ [Signature page to LLC Affidavit—TCH 500 ALTON,LLC] EXHIBIT "A" (Legal Description of Park Property) LAND DESCRIPTION: (PARK) A PORTION OF LOTS 1 THROUGH 14, INCLUSIVE, AND A PORTION OF LOTS 23 THROUGH 32, INCLUSIVE, BLOCK 2, "AMENDED PLAT FLEETWOOD SUBDIVISION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 28 AT PAGE 34, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHEAST CORNER OF SAID LOT 1; THENCE SOUTH 89°37'30" WEST ALONG THE SOUTH LINE OF SAID LOT 1, A DISTANCE OF 111.13 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE NORTHEAST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 15.00 FEET, A CENTRAL ANGLE OF 73°36'39" AND AN ARC DISTANCE OF 19.27 FEET; THENCE NORTH 16°45'51" WEST, A DISTANCE OF 51.32 FEET; THENCE NORTH 11°41'42" WEST, A DISTANCE OF 50.99 FEET; THENCE NORTH 00°22'51" WEST ALONG THE WEST LINE OF SAID BLOCK 2, A DISTANCE OF 250.00 FEET; THENCE NORTH 89°37'30" EAST ALONG THE NORTH LINE OF SAID LOT 7, A DISTANCE OF 10.00 FEET; THENCE NORTH 00°22'51" WEST ALONG A LINE 10 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID BLOCK 2, A DISTANCE OF 350.00 FEET; THENCE NORTH 89°37'00" EAST ALONG THE NORTH LINE OF SAID LOT 14, A DISTANCE OF 140.00 FEET; THENCE SOUTH 00°22'51" EAST ALONG THE EAST LINE OF SAID LOTS 14 THROUGH 11, A DISTANCE OF 200.00 FEET; THENCE NORTH 89°37'30" EAST ALONG THE NORTH LINE OF SAID LOT 23, A DISTANCE OF 170.00 FEET; THENCE SOUTH 00°22'51" EAST ALONG THE EAST LINE OF SAID BLOCK 2, A DISTANCE OF 495.00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE NORTHWEST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 15.00 FEET, A CENTRAL ANGLE OF 90°00'21" AND AN ARC DISTANCE OF 23.56 FEET; THENCE SOUTH 89°37'30" WEST ALONG THE SOUTH LINE OF SAID LOT 32, A DISTANCE OF 155.00 FEET TO THE POINT OF BEGINNING. LESS: (FLORIDIAN PARKING) A PORTION OF LOTS 11, 12, 13 AND 14, BLOCK 2, "AMENDED PLAT FLEETWOOD SUBDIVISION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 28 AT PAGE 34, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF SAID LOT 14; THENCE SOUTH 00°22'51" EAST ALONG THE EAST LINE OF SAID LOTS 11, 12, 13 AND 14, A DISTANCE OF 176.36 FEET; THENCE SOUTH 89°37'30" WEST, A DISTANCE OF 15.61 FEET; THENCE SOUTH 00°22'51" EAST, A DISTANCE OF 23.64 FEET; THENCE SOUTH 89°37'30" WEST, A DISTANCE OF 81.57 FEET; THENCE NORTH 00°22'51" WEST, A DISTANCE OF 17.55 FEET; THENCE SOUTH 89°37'30" WEST, A DISTANCE OF 23.62 FEET; THENCE NORTH 00°22'51" WEST, A DISTANCE OF 110.22 FEET; THENCE NORTH 89°37'30" EAST, A DISTANCE OF 1.91 FEET; THENCE NORTH 00°22'51" WEST, A DISTANCE OF 19.84 FEET; THENCE SOUTH 89°37'30" WEST, A DISTANCE OF 4.90 FEET; THENCE NORTH 00°22'51" WEST, A DISTANCE OF 3.43 FEET; THENCE SOUTH 89°37'30" WEST, A DISTANCE OF 8.01 FEET; THENCE NORTH 00°22'51" WEST, A DISTANCE OF 48.95 FEET; THENCE NORTH 89°37'30" EAST ALONG THE NORTH LINE OF SAID LOT 14, A DISTANCE OF 131.80 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA. ALSO LESS: (BLOCK 600 DEVELOPMENT SITE) LOTS 29 THROUGH 32, INCLUSIVE, LESS THE WEST 9.40 FEET THEREOF, BLOCK 2, "AMENDED PLAT FLEETWOOD SUBDIVISION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 28 AT PAGE 34, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF SAID LOT 32; THENCE NORTH 89°37'30" EAST ALONG THE SOUTH LINE OF SAID LOT 32, A DISTANCE OF 9.40 FEET TO THE POINT OF BEGINNING; THENCE NORTH 00°22'51" WEST ALONG A LINE 9.40 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOTS 29 THROUGH 32, A DISTANCE OF 210.00 FEET; THENCE NORTH 89°37'30" EAST ALONG THE NORTH LINE OF SAID LOT 29, A DISTANCE OF 160.60 FEET; THENCE SOUTH 00°22'51" EAST ALONG THE EAST LINE OF SAID LOTS 29 THROUGH 32, A DISTANCE OF 195.00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE NORTHWEST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 15.00 FEET, A CENTRAL ANGLE OF 90°00'21" AND AN ARC DISTANCE OF 23.56 FEET; THENCE SOUTH 89°37'30" WEST ALONG THE SOUTH LINE OF SAID LOT 32, A DISTANCE OF 145.60 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA. EXHIBIT "B" (Legal Description of Additional Property) A PORTION OF 6TH STREET AS SHOWN ON "AMENDED PLAT OF FLEETWOOD SUBDIVISION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 28, PAGE 34 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AND "AMENDED PLAT OF AQUARIUM SITE RESUBDIVISION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 21, PAGE 83, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1, BLOCK 2, OF SAID "AMENDED PLAT OF FLEETWOOD SUBDIVISION"; THENCE NORTH 89° 37'30" EAST ALONG THE SOUTH LINE OF LOT 32, BLOCK 2 OF SAID "AMENDED PLAT OF FLEETWOOD SUBDIVISION" AND THE NORTH RIGHT OF WAY LINE OF SAID 6TH STREET, A DISTANCE OF 155.00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE NORTHWEST; THENCE NORTHEASTERLY ALONG SAID NORTH RIGHT OF WAY LINE AND ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 15.00 FEET, A CENTRAL ANGLE OF 90°00'21" AND AN ARC DISTANCE OF 23.56 FEET; THENCE SOUTH 00°22'51" EAST, A DISTANCE OF 85.00 FEET TO A POINT ON A NON- TANGENT CURVE CONCAVE TO THE SOUTHWEST; THENCE NORTHWESTERLY ALONG THE SOUTH RIGHT OF WAY LINE OF SAID 6TH STREET AND ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 20.00 FEET, A CENTRAL ANGLE OF 89°59'39" AND AN ARC DISTANCE OF 31.41 FEET; THENCE SOUTH 89°37'30" WEST ALONG THE NORTH LINE OF LOT 10 AND LOT 11 OF "AMENDED PLAT OF AQUARIUM SITE SUBDIVISION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 21, PAGE 83, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA AND THE SOUTH RIGHT OF WAY LINE OF SAID 6TH STREET, A DISTANCE OF 210.00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE SOUTHEAST; THENCE SOUTHWESTERLY ALONG SAID SOUTH RIGHT OF WAY LINE AND ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 20.00 FEET, A CENTRAL ANGLE OF 90°00'21" AND AN ARC DISTANCE OF 31.42 FEET; THENCE NORTH 00°22'51 WEST. A DISTANCE PF 70.00 FEET ; THENCE CONTINUE ALONG SAID NORTH RIGHT OF WAY LINE AND ALONG THE SOUTH LINE OF SAID LOT 1, BLOCK 2, NORTH 89°37'30" EAST, A DISTANCE OF 80.00 FEET TO THE POINT OF BEGINNING. AND Non-exclusive easement for the benefit of the above described lands pursuant to Grant of Easement and Agreement by the City of Miami Beach, Florida, to TCH 500 Alton, LLC, a OR BK. 33164 PG 3535 LAST PAGE Delaware limited liability company, recorded , 2022 in Official Records Book Page , of the Public Records of Miami-Dade County, Florida, for ingress, egress, staging and other construction related activities over and across the Park Parcel. Subject to the terms and conditions contained therein. AND Non-exclusive easement for the benefit of the above described lands pursuant to Easement Agreement (Floridian Parking Lot Access Easement) by the City of Miami Beach, Florida, and TCH 500 Alton, LLC, a Delaware limited liability company, recorded , 2022 in Official Records Book , Page , of the Public Records of Miami-Dade County, Florida, for ingress and egress. Subject to the terms and conditions contained therein. 1111111 I1111111111111E 11th 11111111111111 lsl! CFN 2022R03 38923 OR BK 33164 Pss 3858-3876 (19Pss) RECORDED 05/02/2022 12:23:54 This instrument prepared by and HARVEY RUVIN, CLERK OF COURT after recording return to: IlIAMI--DADS COUNTY, FLORIDA Edward Martos,Esq. Weiss Serota Helfman Cole& Bierman,P.L. 2525 Ponce de Leon Boulevard,Suite 700 Coral Gables,Florida 33134 Folio Number:02-4204-006-0010 3610fl'yoLTC DECLARATION OF RESTRICTIVE COVENANTS RUNNING WITH THE LAND This Declaration of Restrictive Covenants Running with the Land (the "Declaration") is made as of the 2l1`.day of kat, 2022, by TCH 500 Alton, LLC, a Delaware limited liability company("TCH 500 Alton"),with respect to the lands legally described on Exhibit"A"attached hereto and made a part hereof(the"Property"). WHEREAS,TCH 500 Alton is the owner of the Property; and WHEREAS, Floridian Condominium Association, Inc., a Florida not-for-profit corporation("Floridian"), and TCH 500 Alton's predecessor in interest are parties to that certain Parking Agreement dated as of December 5, 2003, as amended by that certain First Amendment to Parking Agreement dated as of July 9, 2015, and as further amended by that certain Second Amendment to Parking Agreement dated as of May 7, 2019 (as amended, the "Parking Agreement"); and WHEREAS, pursuant to the Parking Agreement, TCH 500 Alton has agreed to certain restrictive covenants with respect to the future development of the Property; and WHEREAS, TCH 500 Alton and the Floridian have agreed that the Property shall be owned, held, used, transferred, sold,conveyed, encumbered, demised and occupied subject to the covenants, conditions and restrictions set forth in this Declaration, and that this Declaration shall be binding on TCH 500 Alton, and its respective heirs, successors, assigns, grantees, personal representatives, mortgagees and lessees, and against all persons claiming by, through or under them. NOW,THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged,TCH 500 Alton hereby voluntarily agrees and covenants as follows: 1. Recitals and Exhibits. The recitals and exhibits set forth in the preamble of and/or attached to this Declaration are hereby adopted by this reference thereto and incorporated herein as if fully set forth in this Section. 2. Limits on Short Term Rentals. Any"short term rentals"(i.e., for periods of less than six (6) months and one (1) day) with respect to residential units constructed on the Property shall be in accordance with that certain Development Agreement recorded in Official Records Book 31323,Page 2781,of the Public Records of Miami-Dade County, Florida. GLG 4887-7740-7003 v4 �1 Declaration of Restrictive Covenants Running with the Land Page 2 3. Limits on Hotel Uses. Hotel use of the Property shall not exceed the lesser of sixty (60) hotel rooms or ten percent (10%) of all residential units constructed on the Property at any given time. 4. No Transit Hub.No stop or platform for rail,light-rail,or similar mass transit,and no infrastructure intended to support such rail, light-rail, or similar mass transit, whether said transit is located on or off the Property, shall be constructed or operated on the Property. 5. Term of Declaration. This instrument shall become effective upon its recordation in the Public Records of Miami-Dade County, Florida, and shall continue in effect for a period of ninety-nine(99)years after the date of such recordation. 6. Covenant Running with the Land. This instrument shall constitute a covenant running with the title to the Property and be binding upon TCH 500 Alton and its heirs,successors, assigns, grantees, personal representatives, mortgagees and lessees, and against all persons claiming by, through or under them, upon recordation in the Public Records of Miami-Dade County, Florida. The restrictions contained in this instrument shall be for the benefit of the Floridian, and a limitation upon TCH 500 Alton and its respective heirs, successors, assigns, grantees, personal representatives, mortgagees and lessees, and against all persons claiming by, through or under them. 7. Amendments, Modifications, Releases. This instrument may only be amended, modified or released by a written instrument executed by the Floridian and the then owners of the Property (provided, however, if a condominium is created on all or any portion of the Property, then the condominium association created to administer such condominium shall have the exclusive right to sign such amendment, modification or release for and on behalf of all condominium unit owners and bind them to the same). All amendments,modifications or releases of this instrument shall be recorded in the Public Records of Miami-Dade County,Florida in order for such amendment,modification or release to be valid and effective. 8. Enforcement. TCH 500 Alton agrees that this instrument inures to the benefit of the Floridian and that the Floridian, together with its successors and assigns, shall have the right to enforce this instrument. Enforcement of this instrument shall be by action against the person or persons violating or attempting to violate any covenant in this instrument. This enforcement • provision shall be in addition to any other remedies available at law, in equity, or both. In any action to enforce this instrument, the prevailing party shall be entitled to an award of costs and attorneys'fees. 9. Severability. Invalidation of any term, covenant or provision of this instrument by judgment of a court of competent jurisdiction shall not affect any of the other terms, covenants or provisions of this instrument,which shall remain in full force and effect. 10. Cumulative and Waiver. All rights, remedies and privileges granted herein shall be deemed to be cumulative and the exercise of any one or more shall neither be deemed to Declaration of Restrictive Covenants Running with the Land Page 3 constitute an election or remedy,nor shall it preclude the party exercising the same from exercising such other additional rights,remedies,or privileges as may be available to it. 11. Recordation. This instrument shall be recorded in the Public Records of Miami- Dade County by the Floridian. [Signature Pages and Legal Description Follows] 3 IN WITNESS WHEREOF,TCH 500 Alton,LLC,a Delaware Limited Liability Company,has caused these presents to be signed,sealed executed and acknowledged on 2514"day of April 2022, in its name by its proper officials. TCH 5 o L Print Name: wk.,: c,i 6-0441 B . Nam : David M in r7/ Title: uthorize ignatory Print Name: /tI 4 Ude( Print Name: By: Name: Russell Galbut Title:Authorized Signatory Print Name: STATE OF FLORIDA ) )SS COUNTY OF MIAMI-DADE ) / The foregoing instrument was acknowledged before me by means of r physical presence or online notarization this Jday of April 2022,by David Martin,Authorized Signatory of TCH 500 Alton, LLC, on behalf of the Company. He is CO personally known to me or ❑ has produced as identification. (SEAL) • �--� CARLA D. ARRIETA NO NATURE •O• Notary Public-State of Florida a _•�'"\i•_ Commission # HH 64652 �'�'✓`��` :?! ` P,c My Commission Expires NotaryPublic, State of Florida ,,, ," November 17, 2024 • My Commission expires: it//4-/2021( [Signature page to Declaration of Restrictive Covenants Running with the Land] IN WITNESS WHEREOF,TCH 500 Alton,LLC,a Delaware Limited Liability Company, has caused these presents to be signed,sealed executed and acknowledged on Z9i 'day of April 2022, in its name by its proper officials. TCH 500 Alton,LLC Print Name: By: Name: David Martin Title: Authorized Signatory Print Name: • Print Name: YMVX By: Na e: ussel Galbut Title: Authorized Signatory Print Name: 6<H !` 0-c-- i4 STATE OF FLORIDA )SS COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of_physical presence or_online notarization this day of April 2022,by David Martin,Authorized Signatory of TCH 500 Alton, LLC, on behalf of the Company. He is 0 personally known to me or ❑ has produced as identification. (SEAL) NOTARY SIGNATURE Notary Public, State of Florida My Commission expires: [Signature page to Declaration of Restrictive Covenants Running with the Lands STATE OF FLORIDA ) )SS COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of_✓physical presence or online notarization this jiday of April 2022,by Russell Galbut,Authorized Signatory of TCH 500 Alton, LLC, on behalf of the Company. He is El personally known to me or ❑ has produced as identification. { rI DAYAMIAGUTAR :t • Notary Public•State of Florida j ;; f Commission II GG 283448nR SIGN '1' RE My Comm.Expires Mar 16,2023 Bonded through National Notary Assn. ( J ' `'° Notary ublic, Sta of Florida My Commission expires: Declaration of Restrictive Covenants Running with the Land Page 6 JOINDER BY MORTGAGEE The undersigned, being the owner and holder of that certain Consolidated, Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing (Note A), given by TCH 500 Alton, LLC, a Delaware limited liability company, in favor of ATHENE ANNUITY AND LIFE COMPANY, JACKSON NATIONAL LIFE INSURANCE COMPANY, ATHORA LUX INVEST NL-CRE DIRECT LENDING FUND,APOLLO TR COMMERCIAL REAL ESTATE DEBT LLC, MERCER QIF FUND PLC., AP KENT CREDIT MASTER FUND, L.P. (collectively, "Lender"), dated as of March 23, 2021, and recorded April 8, 2021 in Official Records Book 32437, at Page 2816, in the Public Records of Miami- Dade County, Florida, as affected by that certain Partial Release of Lien and Security Instruments and that certain Mortgage Modification and Spreader Agreement dated on or about even date herewith (collectively, "Mortgage"), covering all or a portion of the property described in the foregoing Amended Covenant in Lieu of Unity of Title, hereby acknowledges and agrees that the lien and effect of the Mortgage shall be subject and subordinate to the terms of said Amended Covenant in Lieu of Unity of Title. IN WITNESS WHEREOF these presents have been executed thisday of ri ) , 2022. [Signature pages follow] Declaration of Restrictive Covenants Running with the Land Page 7 LENDER: Signed, sealed and delivered in ATHENE ANNUITY AND LIFE COMPANY the presence of: By: Apollo Insurance Solutions Group LP, its investment adviser am : Jeffrey Horowitz By: Apollo Global Real Estate Management, �� L.P., its sub-adviser Name: Alex Kretschmann By: Apollo Global Real Estate Management GP, LLC, its General Partner By: Name: Michael Lotito Title: Vice President STATE OF New York COUNTY OF New York ) The foregoing instrument was acknowledged before me by means of [X] physical presence or [ ] online notarization, this 26 day of April, 2022, by Michael Lotito, the Vice President of Apollo Global Real Estate Management GP, LLC, General Partner of Apollo Global Real Estate Management, L.P., sub-advisor of Apollo Insurance Solutions Group LP, investment advisor of ATHENE ANNUITY AND LIFE COMPANY,on behalf of said entity, who [X] is personally known to me or [] has produced as identification. [Notary Seal] N ary Public Printed Name: Henry Harrs ` kart. My Commission Expires: ( `if f 41§r (cP ENRY ROWAN M° [Signatures Continue on Next Paq - NOTARY PUBLIC,STATE ' • ��° M • FCCa Registration No.01,*4, 4U� Qualified in Wtsts ttr :' 1 M omnlission l; . ros: ,, . .0% Signature Page-Declaration of Restrictive -- - ; Declaration of Restrictive Covenants Running with the Land Page 8 Signed, sealed and delivered in JACKSON NATIONAL LIFE INSURANCE the presence of: COMPANY By: Apollo Insurance Solutions Group LP, its Na e: Jeffrey Horowitz investment adviser By: Apollo Global Real Estate Management, Name: Alex Kretschmann L.P., its sub-adviser By: Apollo Global Real Estate Management GP, LLC, its General Partner By: AylotitividO Name: Michael Lotito Title: Vice President STATE OF New York ) COUNTY OF New York The foregoing instrument was acknowledged before me by means of [X] physical presence or [] online notarization, this 26 day of April, 2022, by Michael Lotito, the Vice President of Apollo Global Real Estate Management GP, LLC, General Partner of Apollo Global Real Estate Management, L.P., sub-advisor of Apollo Insurance Solutions Group LP, investment advisor of JACKSON NATIONAL LIFE INSURANCE COMPANY, on behalf of said entity, who [X] is personally known to me or [ I has produced as identification. [Notary Seal] No ry Public ' Printed Name: Henry Harrs My Commission Expires: !` ,taluitot/, [Signatures Continue on ext PapieNRY ROWA ' RS NOTARY PUBLIC,STA`f YOf1K Registration No.OlHiA6 3040Q;; Qualified in Weatchelter County My Commission Expires:03114I20 :,;. ,. Signature Page-Declaration of Restrictive Covenants Running with the Lanc ate it4���� Declaration of Restrictive Covenants Running with the Land Page 9 Signed, sealed and delivered in APOLLO MANAGEMENT INTERNATIONAL LLP, the presence of: acting in its capacity as investment manager of Mercer QIF Fund PLC— Mercer Multi-Asset Credit Fund Na e: Jeffrey Horowitz By: AMI (Holdings), LLC, its member 10. Name: Alex Kretschmann By: rk/k/ ittlib Name: Michael Lotito Title: Vice President STATE OF New York ) COUNTY OF New York The foregoing instrument was acknowledged before me by means of [X] physical presence or [] online notarization, this 26 day of April, 2022, by Michael Lotito, the Vice President of AMI (Holdings), LLC, member of APOLLO MANAGEMENT INTERNATIONAL LLP, acting in its capacity as investment manager of Mercer QIF Fund PLC—Mercer Multi- Asset Credit Fund, on behalf of said entity, who [X] is personally known to me or [] has produced as identification. [Notary Seal] ry Public Printed Name: Henry Harrs My Commission Expires: 0 lK/202G [Signatures Continue on Next Pa•eJ HENRY ROWAN HARRS NOTARY PUBLIC,STATE OF NEW YORK Registration No.01HA6430400 Qualified in Westchester County My Commission Expires:03/141202 i►t Signature Page-Declaration of Restrictive Covenants Running with the 49n4 (NQt A) s s Ate. Declaration of Restrictive Covenants Running with the Land Page 10 Signed, sealed and delivered in APOLLO TR COMMERCIAL REAL ESTATE DEBT the presence of: LLC e-617- By: Apollo Total Return Management LLC, its Na e: Jeffrey Horowitz manager A---------- By: Apollo Total Return Enhanced Name: Alex Kretschmann Management LLC, its manager By: 44‘,4:6 Name: Michael Lotito Title: Vice President STATE OF New York ) COUNTY OF New York ) • The foregoing instrument was acknowledged before me by means of [X] physical presence or [] online notarization, this 26 day of April, 2022, by Michael Lotito, the Vice President of Apollo Total Return Enhanced Management LLC, manager of Apollo Total Return Management LLC, manager of APOLLO TR COMMERCIAL REAL ESTATE DEBT LLC, on behalf of said entity, who [X] is personally known to me or [ ] has produced as identification. [Notary Seal] Notary Public Printed Name: Henry Harrs My Commission Expires: [Signatures Continue on ext PatliP RY ROWAN HARRS NOTARY PUBLIC,STATE OF NEW YORK r i 6,, Registration No.01HA6430400 • Qualified in Westchester County :, My Commission Expires:03114/2026 ; x�. ) `'r `'�iilrtliio' Signature Page-Declaration of Restrictive Covenants Running with the:Land(Note A) Declaration of Restrictive Covenants Running with the Land Page 11 Signed, sealed and delivered in ATHORA LUX INVEST NL, a reserved alternative the presence of: investment fund in the form of a Luxembourg special limited partnership (societe en commandite speciale), acting in respect of its m : Jeffrey Horowitz compartment, Athora Lux Invest NL - CRE Direct /(C) L Lending Fund, acting through its managing general partner Athora Lux Invest Management Name: Alex Kretschmann and represented by its delegate portfolio manager, Apollo Management International LLP By: Apollo Management International LLP, its portfolio manager By: AMI (Holdings), LLC, its member By: 44,144,1ab Name: Michael Lotito Title: Vice President STATE OF New York ) COUNTY OF New York ) The foregoing instrument was acknowledged before me by means of [X] physical presence or [] online notarization, this 26 day of April, 2022, by Michael Lotito, the Vice President of AMI (Holdings), LLC, member of Apollo Management International LLP, portfolio manager of ATHORA LUX INVEST NL, on behalf of said entity, who [X] is personally known to me or [ ] has produced as identification. [Notary Seal] otary Public Printed Name: Henry Harrs My Commission Expires: �, 1 L� f HENRY ROWAN HARRS [Signatures Continue on Ne , PUBLIC,STATE OF NEW PORK Registration No.O1.HA6430400 Qualified in Westchester County My Commission Expires:03/141?026 • `‘`• Signature Page-Declaration of Restrictive Covenants Running with the Land t"Not A) Declaration of Restrictive Covenants Running with the Land Page 12 Signed, sealed and delivered in AP KENT CREDIT MASTER FUND, L.P. the presence of: g441/l By: AP Kent Management, LLC, its investment manager Name: ^ Jeffrey Horowitz Name: Alex Kretschmann By: Name: Michael Lotito Title: Vice President STATE OF New York ) COUNTY OF New York ) The foregoing instrument was acknowledged before me by means of [X] physical presence or [] online notarization, this 26 day of April, 2022, by Michael Lotito, the Vice President of AP Kent Management, LLC, investment manager of AP KENT CREDIT MASTER FUND, L.P., on behalf of said entity, who [X] is personally known to me or [ ] has produced as identification. [Notary Seal] N ary Public Printed Name: Hen r Harrs My Commission Expires: HENRY ROWAN HARRS NOTARY PUBLIC,STATE OF NEW YORK Registration No.01HA6430400 Qualified in Westchester County t t r My Commission Expires:03/14/20 ,.., �r r�z.rtre ' �n ' r' b b: a V.,: Signature Page-Declaration of Restrictive Covenants Running with the Land(Note A) Declaration of Restrictive Covenants Running with the Land Page 13 JOINDER BY MORTGAGEE The undersigned, being the owner and holder of that certain Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing (Note B), given by BREDS IV LOAN HOLDINGS, L.L.C., a Delaware limited liability company ("Lender"), dated as of March 23, 2021, and recorded April 8, 2021 in Official Records Book 32437, at Page 2892, in the Public Records of Miami-Dade County, Florida, as affected by that certain Partial Release of Lien and Security Instruments and that certain Mortgage Modification and Spreader Agreement dated on or about even date herewith (collectively, "Mortgage"), covering all or a portion of the property described in the foregoing Amended Covenant in Lieu of Unity of Title, hereby acknowledges and agrees that the lien and effect of the Mortgage shall be subject and subordinate to the terms of said Amended Covenant in Lieu of Unity of Title. H- IN WITNESS WHEREOF, these presents have been executed this 2 day of , 2022. [Signature page follows] Declaration of Restrictive Covenants Running with the Land Page 14 Signed, sealed and delivered in LENDER: the presence of: BREDS IV LOAN HOLDINGS, L.L.C., a Delaware limited liabil' company Name: bo„, ��e S By: Name: Robert Sitman Name: Cl\r` r�A.Ctk Title: Authorized Signatory STATE OF YV2W '1) 4 COUNTY OF NQA&) Yolk The foregoing instrument was acknowledged before me by means of p6 physical presence or [] online notarization, this 20 day of April , 2022, by Robert Sitman , the Authorized Signatoryof BREDS IV LOAN HOLDINGS, L.L.C., a Delaware limited liability company, on behalf of said entity, who 4( is personally known to me or [] has produced as identification. [Notary Seal] VCWIWA_ 15-17./ZA Notary Public Printed Name: l-au -e.v 3;Yae. -- yet ��11111N/ '' \``Gti E. l3 �'' , My Commission Expires: 3 21 ( 20210 ` STATE /�OF NEW YORK NOTARY PUBLIC i = %Qualfied in wags county/ - 01BR6430681 / C})447 /1 'i Cr!:E::YCR-. .• C, •Es.,its Signature Page-Declaration of Restrictive Covenants Running with the Land(Note B) Exhibit A Legal Description for 500 Alton Property { 16 COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 3921 SW 47TH AVENUE, SUITE 1011 CLIENT Afl„ DAVIE, FLORIDA 33314 CERTIFICATE OF AUTHORIZATION : LB # 6448 TERRA GROUP PHONE (954) 689-7766 EMAIL: OFFICE®CSASURVEY.NET LAND DESCRIPTION AND SKETCH LAND DESCRIPTION: (BLOCK 500) LOTS 2 THROUGH 16, INCLUSIVE, A PORTION OF LOTS 1, 17, 18 AND 19 AND THAT CERTAIN 15 FOOT VACATED ALLEY LYING WITHIN SAID LOTS, OF "AMENDED PLAT OF AQUARIUM SITE RESUBDIVISION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 21, PAGE 83, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHERLY MOST NORTHWEST CORNER OF SAID LOT 1 1; THENCE NORTH 89'37'30" EAST ALONG THE NORTH LINES OF SAID LOTS 10 AND 11, A DISTANCE OF 210.00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE SOUTHWEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 20.00 FEET, A CENTRAL ANGLE OF 89'59'39" AND AN ARC DISTANCE OF 31.41 FEET; THENCE SOUTH 00'22'51" EAST ALONG THE EAST LINE OF SAID LOTS I THROUGH 10, A DISTANCE OF 277.46 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE NORTHWEST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 65.5 FEET, A CENTRAL ANGLE OF 87'00'49" AND AN ARC DISTANCE OF 99.47 FEET; THENCE SOUTH 86'38'28" WEST, A DISTANCE OF 112.67 FEET TO A POINT ON A NON-TANGENT CURVE (A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 19'33'06" WEST); THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 29.30 FEET, A CENTRAL ANGLE OF 46'06'19" AND AN ARC DISTANCE OF 23.58 FEET; THENCE NORTH 24'20'35" WEST ALONG THE WESTERLY LINE OF SAID LOTS 17 AND 16, A DISTANCE OF 73.04 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 335.75 FEET, A CENTRAL ANGLE OF 23'57'44" AND AN ARC DISTANCE OF 140.42 FEET (THE LAST DESCRIBED CURVE BEING ALONG THE WEST LINE OF SAID LOTS 16, 15 AND 14); THENCE NORTH 00'22'51" WEST ALONG THE WEST LINE OF SAID LOTS 13, 12 AND 11, A DISTANCE OF 130.00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE SOUTHEAST; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 20.00 FEET, A CENTRAL ANGLE OF 90'00'21" AND AN ARC DISTANCE OF 31.42 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE, LYING AND BEING IN MIAMI/DADE COUNTY, FLORIDA; CONTAINING 85,180 SQUARE FEET OR 1.9554 ACRES MORE OR LESS. FOLIO # 02-4204-006-0010 REVISIONS DATE FB/PG DWN CKD PROPERTY • LAND DESCRIPTION 500 BLOCK ALTON ROAD LAND DESCRIPTION AND SKETCH 09/12/18 AM REC AND SKETCH REVISED LAND DESCRIPTION & SKETCH 09/27/18 AM REC FOR ADDED CERTIFICATIONS 01/14/19 AM REC DEVELOPMENT SITE (SCALE: N/A REVISED PER CITY COMMENTS 04/08/22 ---- JD REC 500 BLOCK ( SHEET 1 OF 3 COUSINS SURVEYORS & ASSOCIATES, INC. PROJECT NUMBER : 6844-12 ) 3921 SW 47TH AVENUE, SUITE 1011 AI\ DAVIE, FLORIDA 33314 CLIENT : CERTIFICATE OF AUTHORIZATION : LB # 6448 TERRA GROUP PHONE (954) 689-7766 EMAIL: OFFICEI CSASURVEY.NET F-NOB 5056.44 LAND DESCRIPTION AND SKETCH I E 938646_19 6__T_H_ STREET _ _ T- NORTHERLY MOST -PLATTED aTiTECR -( -.I (NORTHWEST CORNER .1 I I `1,) i LOT 11 N89'37'30"E 210.00' Ni I L • R WHIN UNt-LW 11 NORTH UNE-LOT 10 • ' I o N R=20.00 J^ ct O p ti LOT 10 4 =W59'39° 1, N a) LOT 11 A=31.41' 45.0" - O o II it -� - i _ 50.0'- Wlw '" 2 N --w Z ✓pit c a^ ! i ce oct N.,, ~o VL' LOT 12 LOT 9 Q. b O^ can QI_ O z �'g j^ J h o w LOT 8 - . °i a �' (o p LOT 13 tr a co' `' k p m o LOT 7 �q r� II_' 1 6, p w x \ - - - ^ R� a, N In a. F= z l* •r 'A W I ^ ., n 'A 2 O ;o „ " ^� Q a a > cMo LOT 6 W N �, ` ... m LOT 14 i m 6 -p J �- c. mc5 o b �' I- I "1 z = N a LOT 5 _, 1 4-. J-. _ ...; , - '_"ate Q N m, , . ^ " LOT 4 z t I m b Ni LOT 15 '-.-, a , i � NII + v II LOT 3 , a i \ - _45.0' ,- I LOT 2 o-+ \ n LOT 16 i f5' ALLEY 50.0' 00 L p ^ _ IP.B. 21 L PG.-83L M/D•G.R.1 - 4.' \ - PI } T _ �ltj� - - - -*Ii47�- - - - I i : , 1 .4 p , I LOT 1 (O j� j1 LOT 17 co ' a' II �.i I v4 1 t R=85.5' o ccc11NI ! „ I s II \�-i �, '' : g , e =87'00149. 1 A& \ / 0, _, ,., T c., ,,•• , , , , • ' : 1 , , , 1�� ,,\ S88'38 28 1� i112.8 I I p �� - 60 0 60 \ 0 5TH STREET 0.1 II 4 {� M MACARTHUR CSWY , OJ GRAPHIC SCALE IN FEET PLATTED CENTERLINE (STATE ROAD A-1—A) l • REVISIONS DATE FB/PG DWN CKD LAND DESCRIPTION PROPERTY 1 LAND DESCRIPTION AND SKETCH 09/12/18 AM REC AND SKETCH `500 BLOCK ALTON ROAD REVISED LANO DESCRIPTION & SKETCH 09/27/18 AM REC FOR ADDED CERTIFICATIONS 01/14/19 AM REC DEVELOPMENT SITE (SCALE: 1 = 6D' REVISED PER CITY COMMENTS 04/08/22 ---- JD REC 500 BLOCK ( SHEET 2 OF 3 I\ COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 KI 3921 SW 47TH AVENUE, SUITE 1011 %. reJ Mk' DAVIE, FLORIDA 33314 CLIENT : 0 mar CERTIFICATE OF AUTHORIZATION : LB # 6448 TERRA GROUP 11 PHONE (954) 689-7766 EMAIL: OFFICEOCSASURVEY.NET • `C' LAND DESCRIPTION AND SKETCH re) STATE PLANE COORDINATE INFORMATION In 4,t (a) PROJECTION: UNIVERSAL TRANSVERSE MERCATOR PROJECTION AS ESTABLISHED FOR THE FLORIDA EAST ZONE COORDINATE B:II-• SYSTEM. C (b) DATUM: THE STATE PLANE COORDINATES ARE BASED ON THE NORTH AMERICAN DATUM OF 1983 WITH A SUBSEQUENT RE-ADJUSTMENT DONE IN 2011 (NAD 83 (NATIONAL SPATIAL REFERENCE SYSTEM 2011)). THE VERTICAL DATUM IS BASED ON THE NORTH AMERICAN VERTICAL DATUM OF 1988 (NAVD 88). (a) METHODOLOGY: COORDINATES WERE DETERMINED USING THE TOPCON HI-PER SR AND THE TOPCON FC-5000 WITH THE TDS PACKAGE TOGETHER WITH THE 'L-NET' ROVER SYSTEM PACKAGE PROVIDED BY LENGEMANN CORPORATION. THE 'L-NET' NETWORK (A TOPNET GNSS NETWORK) UTILIZES A NETWORK OF REAL TIME KINEMATIC (RTK) REFERENCE STATIONS. (d) ESTIMATED ACCURACIES: HORIZONTAL ACCURACIES TO 0.04' VERTICAL ACCURACIES TO 0.07' LEGEND: CKD CHECKED BY DWN DRAWN BY FB/PG FIELD BOOK AND PAGE P.B. PLAT BOOK M/D.C.R. MIAMI/DADE COUNTY RECORDS CERTIFIED TO : THE CITY OF MIAMI BEACH POB POINT OF BEGINNING POC POINT OF COMMENECEMENT R RADIUS A ARC DISTANCE I HEREBY CERTIFY THAT THE ATTACHED "LAND DESCRIPTION A CENTRAL ANGLE AND SKETCH" IS TRUE AND CORRECT TO THE BEST OF MY SQ.FT. SQUARE FEET KNOWLEDGE AND BELIEF AS PREPARED UNDER MY DIRECTION IN SEPTEMBER, 2018. I FURTHER CERTIFY THAT THIS "LAND DESCRIPTION AND SKETCH" MEETS THE STANDARDS OF PRACTICE FOR SURVEYING IN THE STATE OF FLORIDA ACCORDING TO CHAPTER 5J-17 OF THE FLORIDA NOTES: ADMINISTRATIVE CODE. PURSUANT TO SECTION 472.027, 1. LANDS SHOWN HEREON WERE NOT ABSTRACTED FLORIDA STATUTES. SUBJECT TO THE QUALIFICATIONS NOTED FOR RIGHTS-OF-WAY, EASEMENTS, OWNERSHIP, HEREON. OR OTHER INSTRUMENTS OF RECORD. 2. DATA SHOWN HEREON DOES NOT CONSTITUTE A FIELD SURVEY AS SUCH. 3. THE LAND DESCRIPTION SHOWN HEREON WAS PREPARED BY THE SURVEYOR. 4. BEARINGS SHOWN HEREON ARE ASSUMED. FOR THE FIRM, BY: RICHARD E. COUSINS PROFESSIONAL SURVEYOR AND MAPPER FOLIO # 02-4204-006-0010 FLORIDA REGISTRATION NO. 4188 REVISIONS DATE FB/PG DWN CKD PROPERTY : LAND DESCRIPTION 500 BLOCK ALTON ROAD LAND DESCRIPTION AND SKETCH 09/12/18 AM REC AND SKETCH ..l REVISED LAND DESCRIPTION & SKETCH 09/27/18 AM REC FOR (SCALE: N/A J ADDED CERTIFICATIONS 01/14/19 AM REC DEVELOPMENT SITE l REVISED PER CITY COMMENTS 04/08/22 ---- JD REC 500 BLOCK ( SHEET 3 OF 3 J