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• • This instrument was prepared by, Record and Return to: Robert I. Weissler Stearns Weaver Miller, et al 150 West Flagier Street Suite 2200 Miami, Florida 33130 Property ID No.: 01-3231-057-0010 11111111111111111111113111111111111111111111 CFtti 200 RO? 77 779 OR 81, 23276 F'9s 2096 — 2099; i 4Pss 7 RECORDED 04/15/2905 11:10:34 DEED DOC: TAX 240r900.00 SURTAX 160rD00s00 .HARVEY RUVINT CLERK OF COURT t1IAT1I--DADE COLWT'r'r FLORIDA SPECIAL WARRANTY DEED [Omni Condominium - HoteltelUnit] THIS SPECIAL WARRANTY DEED mad this IS day of April, 2005 between LB 1601 BISCAYNE LLC, a Delaware limited liability company (the "Grantor"), whose mailing address is c/o Property Asset Management, inc., 399 Park Avenue, 8th Floor, New York, New York 10022 and DOWNTOWN MIAMI HOTEL LLC, a Delaware Limited liability company (the "Grantee"), whose mailing address is Go Argent Ventures LLC, 551 Fifth Avenue, 34th Floor, New York, New York 10176. iWITNESSETH: That Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, to it in hand paid by Grantee, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee the following property (the "Property") lying and being in Miami -Dade County, Florida, and more particularly described on Exhibit "A" attached hereto and made material part hereof: SUBJECT only to the matters set forth in Exhibit "B" attached hereto and made a material part hereof: TOGETHER with all the tenements, hereditaments and appurtenances belonging or in any way appertaining to the Property. TO HAVE AND TO HOLD the same in fee simple fore Buyer Initial Seller Initial AND GRANTOR hereby covenants with Grantee that Grantor is lawfully seized of the Property in fee simple; that Grantor has good right and lawful authority to sell and convey the Property; and that Grantor does hereby fully warrant the title to the Property and will defend the same against the lawful claims of all persons claiming by, through or under Grantor, but against none other. Grantor is hereby bargaining, selling, conveying, and granting the Property. to Grantee in "AS IS" physical condition. IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed by its duly authorized representative on the day and year first above written. Witnesses: Pri t Name: Pint Name:. LB 1601 BISCAYNE LLC, a Delaware limited liability company By: PAMI LLC, a Delaware limited liability company, its Managing Member By: -� Name: Title: Authorized Si } COUNTY OF: ft� =W t L ) SS: STATE OF f'' V1 The foiegoing)nstrument was acknowledged before me this ` day of / - ' L , 2005 by • • J ' ^-- ) , Authorized Signatory of PAMI LLC, a Delaware limited liability company, Managing Member of LB 1601 BISCAYNE LLC, a Delaware limited liability company, who is personalty known to me or has produce as identification. G:1w-rit4346300261Oeed.Hotel.doc • Print or Stamp ar te: Notary Public,; tate of Commission No.; My Commission Expires: Notary Public, State of New York No. O2ME48Q1b3t5 Qualified in Westchester County Commission Expires Feb. 26, 7 .. 0 Seller Initial • • • EXHIBIT "A" LEGAL DESCRIPTION Hotel Unit of OMNI CONDOMINIUM, according to the Declaration of Omni Condominium dated December 5, 1999, recorded December 7, 1999 in Official Records Book 18893, Page 1822, of the Public Records of Miami -Dade County, Florida, as amended and restated in that certain Amended and Restated Declaration of Omni Condominium, dated as of May 30, 2000 and filed May 31, 2000 under Clerk's File No. 00R-259583 at Official Records Book 19131, Page 3847 of the Public Records of Miami -Dade County, Florida. TOGETHER WITH its undivided interest in Non -Exclusive Easement Rights in that certain "Sky Walk Easement," established by Reciprocal Easement Agreement dated August 22, 1983 and recorded September 20, 1983 in Official Records Book 11912, Page 1395, of the Public Records of Miami -Dade County, Florida. Seller Initial OR U.€-:_ 2=.3°27 LAST PAGE EXHIBIT °"B" PERMITTED EXCEPTIONS 1. Existing applicable governmental building and zoning ordinances and other governmental regulations. 2. Taxes and assessments for the year 2005 and subsequent years, not yet due and payable. 3. The rights of tenants, as tenants only, and transient hotel guests in the ordinary course of business. 4. Restrictions, dedications and easements as shown on the Plat of Omni International recorded in Plat Book 102, Page 3. 5. Easement(s) in favor of Florida Power and Light Company set forth in instrument(s) recorded in Deed Book 4134, Page 522, 6. Easement(s) in favor of Florida Power and Light Company set forth in instrument(s) recorded in Official Records Book 9259, Page 466. 7. Terms, conditions and provisions of Covenant to Run with the Land, recorded in Official Records Book 16519, Page 1211, for construction and maintenance of pedestrian overpass and walkway. 8. Terms, covenants, conditions, easements, restrictions, reservations and other provisions, including provisions which provide for a private charge or assessment, according to that certain Declaration of Condominium, and the exhibits and attachments thereto recorded in Official Records Book 18893, Page 1822, and as amended in Official Records Book 19131, Page 3847. 9. Reciprocal Easement Agreement, recorded in Official Records Book 11912, Page 1395. NOTE: The "Skywalk Easement," which is the subject of the foregoing described easernent agreement is more fully set forth and described in Resolution No. 72-114, passed and adopted on the 20th day of April 1972, by the City Commission of the City of Miami, and in Resolution No. 82-393, passed and adopted on the 11th day of May, 1982 by the City Commission of the City of Miami. All recorded references herein are to the Public Records of Miaml-Dade County, Florida. Buyer Initial Seller Initial • • This Instrument was prepared by, Record and Return to: Robert 1. Weissler Stearns Weaver Miller, et al 150 West Flagler Street Suite 2200 Miami, Florida 33130 Property ID No.: 01-3231-057-0020 01-3231-057-0030 01-3231-057-0040 till IIIII 1101IIIIIIIIII1I11111I11lHI1III1 CEN 2OO5Ro.377927 DP Bk 23276 P 5 2404 - 24137 (5P9s RECORDED 04/15/2005 1i i3 5 GEED DOC TAX 300000,00 SURTAX 225 000,00 HARVEY RUVIN, CLERK OF COURT MIAMI-DADE COUNTY/ FLORIDA SPECIAL WARRANTY DEED [Omni Condominium - Mali Units] So THIS SPECIAL WARRANTY DEED made,this i day of April, 2005 between 1601 BISCAYNE BOULEVARD LLC, a Delaware limited liability company (the "Grantor"), whose mailing address is c/o Property Asset Management, inc., 399 Park Avenue, 8t Floor, New York, New York 10022 and DOWNTOWN MIAMI MALL LLC, a Delaware limited liability company (the "Grantee"), whose mailing address is c/o Argent Ventures LLC, 551 Fifth Avenue, 34th Floor, New York, New York 10176, WITNESSETH: That Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, to it in hand paid by Grantee, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee the following property (the "Property") lying and being in Miami -Dade County, Florida, and more particularly described on Exhibit "A" attached hereto and made material part hereof: SUBJECT only to the matters set forth in Exhibit "B" attached hereto and made a material part hereof: TOGETHER with all the tenements, hereditaments and appurtenances belonging or in any way appertaining to the Property. TO HAVE AND TO HOLD the same in fee simple forever. Seller Initial AND GRANTOR hereby covenants with Grantee that Grantor is lawfully seized of the Property in fee simple; that Grantor has good right and lawful authority to sell and convey the Property; and that Grantor does hereby fully warrant the title to the Property and will defend the same against the lawful claims of all persons claiming by, through or under Grantor, but against none other. Grantor is hereby bargaining, selling, conveying, and granting the Property to Grantee in "AS IS" physical condition. IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed by its duly authorized representative on the day and year first above written. Witnesses: Z/r Print Name: lit f, I Tint Narne: T 1601 BISCAYNE BOULEVARD LLC, a Delaware limited liability company By: LB 1601 BISCAYNE BOULEVARD, LLC, a Delaware limited liability company, its Managing Member By: PAMI LLC, a Delaware limited liability company, its Marking Mem STATE OF A.11I�"`� COUNTY OF: ; � L'v' ) SS: By, Nam: / i-12) FA-4 b C L Title: Authorized Signatory The, foregoing, instrument was acknowledged before me this f f day of Asnk L 2005 k by )l i". `) Ct, , Authorized Signatory of PAMI LLC, a Delaware limited liability company, Managing Member of LB 1601 BISCAYNE BOULEVARD, LLC, a Delaware limited liability company, the Managing Member of 1601 BISCAYNE BOULEVARD LLC, a Delaware limited liability company, who is personally known to me or has produced as identiflcaiion. G:tw-riw\3483O\O26\Dee d-Mcil.drrc • Print ortamp Name: Notary Public, State of Commission No.: My Commission Expires: Jt3KuAI i J. State 1ETZCER of New York Notary Pub '�. No. 02ME4807536 Qualified in Westchester County,; 0 ; Commission Expires Feb. 28,J Seiler Initial • • • EXHIBIT "A" LEGAL DESCRIPTION Mall Unit No. 1, Mall Unit No. 2 and Mali Unit No. 3, of OMNI CONDOMINIUM, according to the Declaration of Condominium thereof, recorded in Official Records Book 18893, Page 1822, as amended and restated in that certain Amended and Restated Declaration of OMNI CONDOMINIUM, recorded in Official Records Book 19131, Page 3847, both of the Public Records of Miami -Dade County, Florida. TOGETHER WITH its undivided interest in Non -Exclusive Rights in that certain "Sky Walk Easement" established by Reciprocal Easement Agreement dated August 22, 1983 and recorded September 20, 1983 in Official Records Book 11912, Page 1395, of the Public Records of Miami -Dade County, Florida. AND TOGETHER WITH ail of its Non -Exclusive Easement Rights established by that certain Omni Metromover Station Agreement dated March 13, 1991, recorded in Official Records Book 17798, Page 168. Initial lnitial Seller • EXHIBIT "B" PERMITTED EXCEPTIONS Existing applicable governmental building and zoning ordinances and other governmental regulations, 2, Taxes and assessments for the year 2005 and subsequent years, not yet due and payable. 3. The rights of tenants, as tenants only. 4. Restrictions, dedications and easements as shown on the Plat of Omni International recorded in Plat Book 102, Page 3. 5. Easement(s) in favor of Florida Power and Light Company set forth in instrument(s) recorded in Deed Book 4134, Page 522. 6. Easement(s) in favor of Florida Power and Light Company set forth in instrument(s) recorded in Official Records Book 9259, Page 466. 7. Terms, conditions and provisions of Covenant to Run with the Land, recorded in Official Records Book 16519, Page 1211, for construction and maintenance of pedestrian overpass and walkway. 8. Terms, covenants, conditions, easements, restrictions, reservations and other provisions, including provisions which provide for a private charge or assessment, according to that certain Declaration of Condominium, and the exhibits and attachments thereto recorded in Official Records Book 18893, Page 1822, and as amended in Official Records Book 19131, Page 3847. 9. Reciprocal Easement Agreement, recorded in Official Records Book 11912, Page 1395. NOTE: The "Skywalk Easement," which is the subject of the foregoing described easement agreement is more fully set forth and described in Resolution No. 72-114, passed and adopted on the 20th day of April 1972, by the City Commission of the City of Miami, and in Resolution No. 82-393, passed and adopted on the 11 °' day of May, 1982 by the City Commission of the City of Miami. 10. Resolution No. R-894-97 recorded in Official Records Book 17789, Page 637. 11. Omni Metromover Station Agreement recorded in Official Records Book 17798, Page 168. 12. Declaration of Restrictive Covenants recorded in Official Records Book 19135, Page 3030. Seller Initial • • • OR BK 23276 F 240•E LAST PAGE. 13. Notice of Landlord pursuant to Florida Statute Section 71310 recorded in Official Records Book 20103, Page 4913. 14. Subordination, Non -Disturbance And Attornment Agreement recorded in Official Records Book 20232, page 1552. All recorded references herein are to the Public Records of Miami -Dade County, Florida. Seller Miami -Dade My .Hom.e Page 1 of 2 My Home Show Me: Property information Search By: Select Item Text only Properly Appraiser Tax Estimator Summary Details: Folio No,: 01-3231-057-0001 Property: Mailing Address: REFERENCE ONLY Pronerty Information: Primary .Zone: 6402 MIX USE -BORDERS CBD CLUC: dslBaths: \010 oors: 0 Living Units: 0 Adj Sq Footage: 0 Lot Size: 0 SQ FT Year Butt: 0 Legal Description: OMNI CONDOMINIUM OMNI INTERNATIONAL PB 102-3 TRS A AND C LOT SIZE 488067 SQ FT F/AfU 01- 3231-036-0010 & 0030 OFF REC 18893-1822 12/7/99 Sale Information: Sale O/R: Sale Date: 010 Sale Amount: $0 Assessment Information: INFORMATION NOT AVAILABLE • TO atz SELECT Digital Orthophotography - 2005 0 196ft • We appreciate your feedback, please take a minute to complete our sury My Hpr 1 Property Ipformatlon I Property Taxes I fVty. ielght orhooci I Proparty.Appralaar l;s ng.Our Site 1 About I Phope.Pireetgry I Privacy I Disclaimer If you experience technical difficulties with the Property Information application, please click here to let us know. E-mail your comments, questions and suggestions to ebmaeter Web Site O 2002 Miami -Dade County. All rights reserved. 1 dye Legend Property Boundary Selected Property Street Highway Miami -Dec County Water http://gisims2.co.miami-dade.fl.us/MyHome/propmap.asp 6/19/2006 Miami -Fade My Horne Noe 1 My Home Show Me: Property Information Search By: !Select Item T xt only p y Appraise: Tax Estimator Summary Details: Folio No.: 01-32314)57w0020 Property: 1601 BISCAYNE BLVD MALL Mailing Address: DOWNTOWN MIA MALL LLC C/O ARGENT VENTURES LLC 551 FIFTH AVE 34 FLOOR NEW YORK NY 10176- Property information: primary Zone; 6402 MIX USE -BORDERS CBD CLUC: 0017 COMMERCIAL- TOTAL VALUE BedslBaths; 0/0 Floors: 0 Living Units: 0 Ad; Sq Footage: 0 Lot Size: D SO FT Year Built: 1i Legal Description: OMNI CONDOMINIUM MALL UNIT 1 UNDIV ,20% INT IN COMMON ELEMENTS OFF REC 18893-1822 OR 19135- 3106 05 2000 2 (3) Sale information: Sale O/R: 23276-2404 Sale Date: 4/2005 Sale Amount: $50,000,000 Assessment Information: Year: 2005 2004 Land Value: $0 $0 Building Value; $0 $0 Market Value: $14,642,0100$9,900,000 Assessed Value: $14,642,010 $9,900,000 Total Exemptions: $0 $0 Taxable Value: $14,642,014$9,900,000 Digital Orthophotography - 2005 0 196 ft We appreciate your feedback, please take a minute to complete our survey. My Home I Property infcrTpati€in I Property Taxes I My Neighboriaood I Property Appraiser Home I Using Our Site I A }out I Phone. Directory I Privacy I Disclaimer if you experience technical difficulties with the Property Information application, please dick here to let us know. E-mail your comments, questions and suggestions to Ipbrnaster Web Site O 2002 Miami -Dade County. All rights reserved. Legend Property Boundary Selected Property Street Highway Miami -that County Water http:ligisims2.co.miami-dale.fl.us/MyHorrme/proprnap.asp 6/27/2006 Miami -Dade My Home of 2. • My Home Show Me: `Property Information Search By: Select !ter Text only e iy App a ser Tax Estimator Summary Details: Folio No.: 01.3 1 7 4QE Property: 1601 BISCAYNE BLVD MALL 3 Mailing Address: DOWNTOWN MIA MALL LLC C/O ARGENT VENTURES LLC 551 FIFTH AVE 34 FLOOR NEWYORK NY 10176- Property Information: tone:CBDnmary tone: 16402 MIX USE -BORDERS CBD CLUC: 0017 COMMERCIAL- TOTAL VALUE Beds/Baths: 0/0 Floors: 0 Living Units: 0 Adj Sq Footage: Lot Size: 0 SO FT Year Built: 0 Legal Description: OMNI CONDOMINIUM MALL UNIT NO 3 UNDIV 12.50% INT IN COMMON ELEMENTS OFF REC 18893-1822 OR 19135-3106 . 05 2000 2 Sale Information: Sale O/R: 23276-2404 Sale Date: /2005 Sale Amount: 50,000,000 Assessment Information: Year: 2005 ' 2004 Land Value: $0 SO Building Value: $0 $0 Market Value: $9,151.256 $6,300,000 Assessed Value: $9,151,256$6,300,000 Total Exemptions: $0 $0 Taxable Value: $9,151.256 $6, 300,000 • Digital Orthophotography - 2005 r We appreciate your feedback, please take a minute to complete our survey. My Ho I Pr opprty.lnforrn Lion I Property Taxes My Neighborhood j Property Appraiser 196 ft Hcrtre I Using Our Site j About I Phone Directory i Privacy I Disclaim€r If you experience technical difficulties with the Property Information application, please click liere to let us know. E-mail your comments, questions and suggestions to Webrnaster Web Site O 2002 Miami -Dade County. Ail rights reserved. Legend Property Boundary Selected Property Street Highway Miami-Dac County Water http://gisi.ms2.ca.lniami-dadeafl.us/M3-Homelpropmap.asp 6/28/2OO6 Miami -Dade My .Home PaEe I of 2 • My Home Show Me: Property Information Search By; Select Item Text 0'?ib Property Appraser Tax Estimator Summary Details: 'Folio No,: 01-3231 '57-0030 Property: 1601 BISCAYNE BLVD MALL 2 Mailing Address: DOWNTOWN MIA MALL LLC CIO ARGENT VENTURES LLC 551 FIFTH AVE 34 FLOOR NEW YORK NY 10176- •rimary Zone: Property information: 6402 MIX USE -BORDERS CBD CLUC: 0017 COMMERCIAL- TOTAL VALUE Beds/Baths: 0/0 Floors: 0 Living Units: 0 Ad} Sq Footage: 0 Lot Size: Year Built: 0 SO FT fl Legal Description: OMNI CONDOMINIUM MALL UNIT NO 2 UNDIV 17.50T0 INT IN COMMON ELEMENTS OFF REC 18893-1822 OR 19135-3106 05 2000 2 Sale Information: Safe 0/R: 23276-2404 Safe Date: 4/2005 Sale Amount: $50,000,000 Assessment Information: Year: 2005 2004 Land Value: $0 $0 Building Value: $0 $0 Market Value: $12,811.759$8,800,000 Assessed Value: $12,811.759$8,800,000, Total Exemptions: $0 $0 Taxable Value: $12, 811.759 $8,800, 000 • ,:" Digital Orthophotography - 2005 ft tea 0 We appreciate your feedback, please take a minute to complete our s w ey. My Home I Property Information I Property Taxes i My Neighborhood [ Property Appraiser Home j Using .Our Site i About i Phone Directory I Privacy { Disclalr e 196 ft If you experience technical difficulties with the Property Information application, please click here to let us know. E-mail your comments, questions and suggestions to Webmaster Web Site CD 2002 Miami -Dade County. All rights reserved, Legend Property Boundary Selected Property Street Highway Miami-Dac County Water http://gisims2.co.miami-dade.fl.us/MyH©me/propmap.asp 6/27/2006