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<br />ASSIGNMENT <br /> <br />PORTO BELLAGIO PARTNERS, LLC, a Delaware limited liability company <br />("Assignor") does hereby transfer, set over, assign and convey to JERRY'S FAMOUS DELI, <br />INC., all of its right, title and interest in transfer of the development rights ("TORs") in the <br />amount of 101,640 square feet oftloor area and 56 units and to ALFRED R. CHOUINARD, II <br />&lor FORT APACHE MARINA, LLC, all of its right, title and interest in transfer of the <br />development rights ("TORs") in the amount of 34,485 square feet of tloor area and 19 units <br />(collectively "Assignee"), <br /> <br />Assignor does hereby warrant and represent that it has title to said TORs free and clear <br />of any claims, liens or encumbrances and that it will defend said title against the claims of all <br />persons whomsoever. <br /> <br />Assignee accepts this Assignment subject to the applicable rules, regulations and <br />ordinances set forth by the City of Sunny Isles Beach, Florida and specifically Assignee <br />acknowledges and agrees that its ability to utilize any of the TORs so transferred is limited in <br />time to five (5) years from the date of approval of the mRs by the City of Sunny Isles Beach <br />and the said timeframe will expire April 14, 2010. Assignor shall have no responsibility or <br />liability for any failure of purchaser to utilize said TORs after said date, <br /> <br />IN WITNESS WHEREOF, this Consent to Transfer is executed this gel day of <br />/1111 ,2006. ' - <br /> <br />WITNESSES: <br /> <br />PORTO BELLAGIO PARTNERS, LLC, <br />a Delaware limited liability company <br /> <br />By: <br /> <br />Porto BelIagio Investors, LLC, a Delaware <br />limited liability company, its manager <br /> <br />/1' ~ <br />)~ ,/;/. <br />/'SignatUre of itness <br />/, e:t'1?11 /}IhDl4.~ <br />Print Name of Witness <br /> <br />~Jv.~_ iL.,> /07 <br />Signature ofWi7)S <br />,-)U~A:Al ~sil.€.-r <br />Print Name of Witness <br /> <br />By: Bradford-Porto Bellagio Partners, LLC, <br />a Florida limited liability company, <br /> <br />its~tr:ber ~ <br />By: L <br />Barbara Bianco, its Manager <br /> <br />M:\REALEST\DAS\Porto Bellapo Fort Apache\Assign TDR l.doc <br />