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<br />ASSIGNMENT AND ASSUMPTION OF PARKING LEASE
<br />I/~
<br />This instrument is executed and delivered as of the ft day of _August, 2006 pursuant to that
<br />certain Option Agreement for Purchase and Sale of Real Property ("Agreement"), dated April 12, 2006, by
<br />and between Crescent Heigbts XLIV, Inc., a Florida corporation ("Seller"), and the City of Sunny Isles
<br />Beach, a Florida municipal corporation ("Purchaser"), covering the real property described in Exhibit A
<br />attached hereto ("Real Property").
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<br />1. Assignment of Parking Agreement. For good and valuable consideration, Seller hereby
<br />sells, transfers, assigns, sets over and conveys to Purchaser all of the Seller's right, title and interest in and
<br />to that certain Parking Agreement, dated as of September _ 1994, between Seller and the Aventura Beach
<br />Club Condominium Association, Inc. ("ABC") ("the Parking Agreement") granting ABC certain rights to
<br />park vehicles on the Real Property.
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<br />2. Assumption. Purchaser hereby assumes all of the obligations of Seller under the Parking
<br />Agreement arising from and after the Closing Date and shall defend, indemnify and hold hannIess Seller
<br />from and against any liability, damages, causes of action, expenses, and attorneys' fees incurred by Seller
<br />by reason of the failure of Purchaser to fulfill, perfonn, discharge, and observe its obligations with respect
<br />to the Parking Agreement arising on and after the Closing Date. Seller shall defend, indemnify and hold
<br />harmless Purchaser from and against any liability, damages, causes of action, expenses, and attorneys' fees
<br />incurred by Purchaser by reason of the failure of Seller to fulfill, perfonn, discharge, and observe its
<br />obligations with respect to the Parking Agreement arising before the Closing Date.
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<br />3. Seller's Representations and Warranties, As of the date hereof, Seller hereby represents
<br />and warrants as follows:
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<br />(a) Other than the agreements described on Schedule I attached hereto ("Ancillary Parking
<br />Agreement"), which Purchaser acknowledges receipt of, and the Agreement, there are no other agreements
<br />between ABC and Seller relating to ABC's rights to park vehicles on the Property.
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<br />(b) The Agreement is in full force and effect has not been amended or modified except as set
<br />forth in the Ancillary Parking Agreement.
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<br />(c) There is no pending litigation between Seller and ABC relating to the Agreement and to
<br />Seller's knowledge, no such litigation is threatened.
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<br />(d) To Seller's knowledge, all obligations of ABC under the Agreement have been
<br />perfonned and Seller has not sent any notice of default to ABC.
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<br />(e) All obligations of Seller under the Agreement have been perfonned and Seller has not
<br />received any notice of default from ABC.
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<br />4. Agreement Applies. The covenants, agreements, representations, warranties, indemnities
<br />and limitations provided in the Agreement with respect to the assignment (including, without limitation, the
<br />limitations of liability provided in the Agreement), are hereby incorporated herein by this reference as if
<br />herein set out in full and shall inure to the benefit of and shall be binding upon Purchaser and Seller and
<br />their respective successors and assigns.
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<br />5. Limitation of Liability. Notice is hereby given that all persons dealing with Seller shaH
<br />look to the assets of Seller for the enforcement of any claim against Seller, and none of the trustees,
<br />officers, employees and shareholders of Seller assume any personal liability for obligations entered into by
<br />or on behalf of Seller.
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<br />IN WITNESS WHEREOF, the undersigned have caused this Assignment and Assumption of
<br />Parking Agreement to be executed as of the date written above.
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<br />(SIGNATURE PAGES ON FOLLOWING PAGES)
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<br />Assignment and Assumption oi Parking Leases Y. 2
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