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<br />AUTHORIZA nON TO WITHDRAW AND TRANSFER TDRs AND RELEASE
<br />CERTIFICATE
<br />
<br />City Plaza Corporation, a Florida corporation, (collectively referred to hereinafter as
<br />"Owner") certifies as follows:
<br />
<br />1) As of the date of execution of this Certificate, the Owner owns TDRs existing in the
<br />Casino TDR Bank established by City of Sunny Isles Beach Resolution No. 2004-681, adopted
<br />June 3, 2004, (the "CASINO TDR BANK"), in the amount of 29,161. square feet and 18
<br />residential units.
<br />
<br />2) Consent and authorization to withdraw and transfer TDRs, as required by Section 265-
<br />23. 7 of the Charter and Code of the City of Sunny Isles Beach, (the "Code") from the Casino
<br />TDR Bank to TRG Sunny Isles V, Ltd., a Florida Limited Partnership TRG Sunny Isles VI, Ltd.,
<br />a Florida Limited Partnership, and TRG Sunny Isles YD, Ltd., a Florida Limited Partnership
<br />(collectively, the "TRG Receivers"), for the development of a Receiving Site at 15811 through
<br />16001 Collins Avenue, Sunny Isles Beach, FL, to be known as TRUMP TOWERS I, II, and Ill,
<br />is hereby granted, in the following allocation:
<br />
<br />Owner consents to the withdrawal and transfer of 29,161 amount of square
<br />feet of development rights and 18 residential units.
<br />
<br />3) Owner hereby releases the CITY, including its elected and appointed officials,
<br />employees, agents and consultants from any and all claims, suits, actions, damages, losses,
<br />judgments or causes of action of whatever nature which the Owner may have arising out of the
<br />approval by the CITY of the requested transfer of development rights pursuant to Zoning
<br />Application No. Z 2004-08 submitted on October 6,2004, as amended by the Fourth Amended
<br />Application Letter dated May 20,2005, by TRG Sunny Isles, Ltd. ( TRUMP TOWERS I, ll, ill).
<br />Owner hereby agrees to indemnify and hold hannJess the CITY, including its elected and
<br />appointed officials, employees, agents and consultants from any and all claims, suits, actions,
<br />damages, losses, judgments or causes of action stemming from a dispute over the assertion of
<br />Owner of the interests set forth in Section 2 above, and the transfer thereof to the TRG Receivers
<br />in the amount stated.
<br />
<br />4) The consent and authorization described in Section 2 above is contingent upon the
<br />IDR's being acquired from Owner by or on the behalf of the TRG Receivers. Owner shall
<br />provide written notification of the closing to the CITY. In the event that the acquisition of the
<br />IDR's is not closed upon on or before sixty (60) days after the public hearing authorizing the
<br />transfer of IDR's, then this consent shall be null and void. The parties understand that in such
<br />event, the approval of the transfer of TOR's wiJl need to be modified at public hearing to identify
<br />an alternative source of TDR's apart from Owner's interest in the CASINO TOR BANK.
<br />
<br />GMM CONSENT/INDEMNIF mRS , 23 0' draft 2
<br />MIADOCS 104086 J
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