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EXHIBIT "C" SELLER'S ASSIGNMENT INDEMNITY INDEMNIFICATION & HOLD HARMLESS AGE This Indemnification and Hold Harmless Agreement dated this Z day of 07 J e,..l f 2012 is entered into by ABUS LLC, a Florida limited liability company ("Assignor') and SUNNY ISLES BEACH ASSOCIATES, LLC, a Delaware limited liability company ("Assignee') in favor of the City of Sunny Isles Beach, Florida (the "City"). WHEREAS, Assignor has assigned to Assignee 22,764 square fed of transferrable development rights, as defined in Section 265-23 of the Land Development Regulations of the City of Sunny Isles Beach, Florida (the "City" � which represents l l residential Units (the 'Transferred Development Rights "), in an account designated and held for the benefit of Assignor with the City, and WHEREAS, pursuant to that certain Purchase and Sale Agreement by and between Assignor and Assignee dated , 2012, Assignor and Assignee have agreed to indemnify and hold harmless the City as hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Assignee and Assignor agree as follows: 1. The above recitals are true and correct and are incorporated herein. 2. Assignor has assigned to Assignee the Transferred Development Rights which we held in an accotmt for the benefit of Assignor with the City. 3. Assignor waives any claims against the City arising as a result of the transfer of the Transferred Development Rights from Assignor to Assignee and Assignee agrees and does hereby indemnify and bold harmless the City from any liability as to any claims that may arise between Assignee and Assignor or any private parties as a result of the transfer of the Transferred Development Rights from Assignor to Assignee. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. (See separate Signature Pages) 13