Purchase Agreement



 EXHIBIT 10.19 
  
 AGREEMENT 
  
 THIS AGREEMENT is made and entered into as of the     day of September, 2005, by and between MCZ/CENTRUM FLORIDA VI OWNER,
L.L.C., an Illinois limited liability company (the “Seller”), and MHI Hollywood LLC, a Delaware limited liability company (the “Purchaser”). 
  
 WITNESSETH: 
  
 For and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the adequacy and receipt
of which are hereby acknowledged by the parties hereto, the parties agree, covenant and contract as follows: 
  
 ARTICLE I 
 PROPERTY 
  
 1.1 The property to be sold, conveyed, assigned or otherwise transferred by Seller to Purchaser at closing (hereinafter
collectively called the “Property”) consists of the following: 
  
 1.1.1 The hotel condominium unit (“Hotel Unit”) comprising a portion of the hotel condominium project (the “Hotel Condominium”) to be developed by Seller on a portion of the property
described on Exhibit “A” attached hereto and made a part hereof (the “Land”) as shown on the site plan attached hereto as and made a part hereof as Exhibit “B” (the “Site Plan”)
consisting of all portions of the Hotel Condominium, with the exception of the residential units (the “Units”) and the air space above and below the Hotel Condominium, as more particularly shown on the plans identified on Exhibit
“C” attached hereto and made a part hereof (the “Plans”). Any portion of the Hotel Unit that provides support to the Units such as lobbies, hallways, elevators, stairways, etc. (the “Support
Facilities”), shall be subject to an easement (the “Easement Agreement”) in favor of the owners of the Units (the “Unit Owners”), in which Easement Agreement will require the Unit Owners to pay their pro
rata share of costs for the use of the Support Facilities. 
  
 1.1.2 All of Seller’s right, title and interest in all personal property, including without limitation all appliances, furnishings, fixtures and equipment to be located in the Hotel Unit for use in connection with the operation of the
Hotel Unit, all of which are to be consistent with the standards of the License Agreement, as hereunder defined, including without limitation the items listed on Exhibit “D” attached hereto and made a part hereof (hereafter
collectively referred to as the “Personal Property”). 
  
 ARTICLE II 
 DEPOSIT 
  
 2.1 Simultaneously with the execution of this Agreement, Purchaser shall deliver to Holland & Knight, LLP, as escrow agent (the “Escrow
Agent”), the sum of Fifty Thousand and No/100 Dollars ($50,000.00) (the “Deposit”). Upon receipt of Purchaser’s tax identification number, the Escrow Agent shall invest the Deposit in an interest-bearing account,
certificate of deposit or repurchase agreement. All interest accrued or earned thereon shall be paid or credited to Purchaser except in the event of default of Purchaser, in which event the interest shall be disbursed to Seller, together with the
Deposit, as liquidated damages. 







 ARTICLE III 
 PURCHASE PRICE 
  
 3.1 The
purchase price (“Purchase Price”) for the Property is Five Hundred Thousand Dollars ($500,000.00), subject to adjustment and prorations as hereinafter provided. The Purchase Price shall be paid to Seller as follows: 
  

				
	$	50,000.00	  	being the Deposit, which sum shall be paid to Seller at Closing.
		
	$	450,000.00	  	approximately, in cash, subject to prorations and adjustments, as hereinafter provided, to be paid by wire transfer of federal funds on the Closing Date, as hereinafter
defined.
		
	$	500,000.00	  	TOTAL PURCHASE PRICE.

  
 ARTICLE IV 

TITLE 
  
 4.1 Not less than sixty (60) days prior to closing Seller shall provide Purchaser with a title insurance commitment (the
“Commitment”) issued by Chicago Title Insurance Company, First American Title Insurance Company, or Lawyers Title Insurance Corporation (the “Title Company”) binding the Title Company to insure good, marketable and
insurable fee simple title to the Units in Purchaser by its ALTA Form B Owner’s Title Insurance Policy Form with insurance in the amount of the Purchase Price (the “Owner’s Policy”) upon the recording of the special
warranty deed to be given by Seller. The Commitment shall show Seller to be vested with good and marketable and insurable fee simple title to the Land and Hotel Condominium, free and clear of all liens and encumbrances, except the following:

  
 (i). Ad valorem real estate taxes, assessments and personal
property taxes for the year of closing and subsequent years. 
  
 (ii). All applicable zoning ordinances and regulations. 
  
 (iii). Matters set forth on Exhibit “E” attached hereto and made a part hereof. (Items i, ii and iii are hereafter collectively referred to as the “Permitted Exceptions”) 
  
 4.2 Purchaser shall have twenty (20) days from the receipt of the
Commitment ( the “Title Review Period”) to specifically object in writing to any particular condition of title or exception revealed by the Commitment, other than the Permitted Exceptions. If Purchaser fails to specifically object
in writing to any particular condition of title or exception set forth in the Commitment prior to the end of the Title Review Period, then same shall be deemed waived and such condition of title or exception shall be deemed to constitute a Permitted
Exception. Seller shall utilize commercially reasonable efforts to eliminate or cure any title defects raised by 
  

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Purchaser on or before the Closing Date; provided, however that Seller shall have no obligation to undertake any litigation, and, except as expressly set
forth in this Section 4.2 shall have no obligation to expend any moneys for such cure. Seller shall remove by payment or bonding, or otherwise any judgment, mechanic’s lien or lis pendens against the Property in a liquidated amount arising
by, through or under Seller, capable of removal by the payment of money or bonding. In the event that Seller fails to eliminate such unacceptable exceptions or to cure such title deficiencies prior to the Closing Date, then in such event Purchaser
shall elect by written notice to Seller on or before the Closing Date to either (i) cancel this Agreement, in which event Escrow Agent shall return the Deposit, together with all interest accrued thereon, to Purchaser and Purchaser and Seller
shall be released from any further obligations under this Agreement except those obligations which survive the termination of this Agreement, or (ii) waive the objection to the condition of title and close hereunder without reduction of the
Purchase Price. 
  
 ARTICLE V 
 CROWNE PLAZA FRANCHISE 
  
 5.1 Purchaser, at its sole cost and expense, shall promptly apply for and use commercially reasonable efforts to obtain a license agreement with
Intercontinental Hotels Group, or an affiliate thereof (the “Franchisor”), to operate the Hotel Condominium as a “Crowne Plaza” pursuant to a Crowne Plaza license agreement (the “License Agreement”). In
addition, Purchaser shall utilize commercially reasonable efforts to cause Franchisor to agree to issue to Seller a “comfort letter” utilizing Franchisor’s standard form attached hereto as Exhibit “F” modified to
reflect that Seller is not a lender and that Seller shall have the same cure rights and other rights afforded a lender in the comfort letter if Seller repurchases the Hotel Unit as provided in Section 5.4 (the “Comfort
Letter”). 
  
 5.2 In the event that Purchaser does not
obtain (i) the License Agreement consistent with the form of license agreement attached as Exhibit “G” and (ii) a Comfort Letter in form and content acceptable to Purchaser and Seller complying with the requirements of
Section 5.1, within ninety (90) days of the Effective Date, then at any time thereafter and prior to the date that Purchaser obtains the License Agreement and Comfort Letter, either Purchaser or Seller may terminate this Agreement, in
which event the Deposit shall be returned to the Purchaser and the parties shall be released from all further obligations under this Agreement except for the obligations that survive termination. Purchaser shall keep Seller informed regarding the
status of the negotiations with Franchisor. 
  
 5.3 In the event
that Purchaser is successful in obtaining the License Agreement and Comfort Letter as contemplated by Section 5.1, Seller covenants and agrees (i) to cause the Hotel Condominium to be renovated and furnished in accordance with the
Franchisor’s design standards (the “Design Criteria”), which are attached hereto as Exhibit “H”, other than the items to be provided by Purchaser as contemplated by the Pre-Opening Budget, as hereinafter
defined and (ii) to construct the aspects of Phase I (as hereinafter defined) other than the Hotel Condominium consistent with the Design Criteria and Exhibit C. 
  
 5.4 In the event that Purchaser violates the terms and provisions of the License Agreement and such default is cured by
Seller pursuant to the Comfort Letter, Seller shall have the right to repurchase the Hotel Unit at the original Purchase Price (the “Repurchase Option”). 

  

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In the event that Seller elects to exercise the Repurchase Option, Seller shall provide written notice to Purchaser of Seller’s election to exercise the
Repurchase Option within thirty (30) days of Seller electing to cure any default by Purchaser pursuant to the terms of the Comfort Letter. In such event closing on the repurchase of the Hotel Unit pursuant to the Repurchase Option shall occur
within thirty (30) days of the exercise of the Repurchase Option by Seller. Purchaser will reconvey the Hotel Unit and the Personal Property free and clear of all liens and encumbrances subject only to the Permitted Exceptions and such other
exceptions to title arising by through or under Seller. The Purchase Price shall be paid in cash at Closing subject to customary adjustments and prorations and payment of customary closing costs. Purchaser shall not be deemed to have violated the
terms of the License Agreement if the Hotel Condominium fails to meet the Design Criteria because of Seller’s failure to provide the Temporary Function Space pursuant to Section 12.3 hereof. 
  
 ARTICLE VI 
 PRE-SALE REQUIREMENT 
  
 6.1 If by March 1, 2006, Seller has not entered into binding purchase and sale agreements with purchasers for at least fifty percent (50%) of the Units (the “Pre-Sale Requirement”), Seller
may terminate this Agreement by written notice to Purchaser, in which event, Escrow Agent shall return the Deposit to Purchaser and Seller shall pay to Purchaser all costs and expenses incurred by Purchaser in connection with the purchase of the
Hotel Unit (other than attorney fees), pre-opening and marketing costs and expenses and other costs incurred by Purchaser in connection with the Hotel Condominium including, without limitation, the costs of obtaining and terminating the License
Agreement (collectively, the “Purchaser’s Costs”) and the parties shall be released from all further obligations under this Agreement except for the obligations that survive termination. 
  
 6.2 Notwithstanding anything contained herein to the contrary, if by
March 1, 2006, Seller has met the Pre-Sale Requirement and desires to terminate this Agreement for any reason or no reason, Seller may terminate this Agreement by written notice to Purchaser in which event Seller shall pay to Purchaser
Purchaser’s Costs plus Two Million and No/100 Dollars ($2,000,000.00) within ten (10) days after Seller’s election to terminate this Agreement, and, Escrow Agent shall return the Deposit to Purchaser and the parties shall be released
from all further obligations under this Agreement except for the obligations that survive termination. 
  
 ARTICLE VII 
 SALES AND MARKETING PROGRAM 
  
 7.1 Seller, at its sole cost and expense, shall conduct a sales and marketing
program for the sale of the Units and shall use commercially reasonable efforts to sell Units for purposes of meeting the Pre-Sale Requirement. Seller shall comply with all applicable laws governing sales and marketing of the Units comprising the
Hotel Condominium, including without limitation compliance with Chapter 718, Florida Statutes, the guidelines established by various judicial decisions, the Statement of the Commission to Builders and Sellers of Condominiums, Securities Act Release
No. 5347 (January 18, 1973), and a series of no-action letters made available to the public by the Securities & Exchange Commission (the “Commission”), including without limitation Intrawest Corporation, SEC No.
No-Action Letter dated November 8, 2002 and the Commission Guidelines, as hereinafter defined, in connection with the sales and marketing of the Units comprising the Condominium Hotel (the “Applicable Law”). 
  

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 7.2 Seller shall adhere to the Commission Guidelines, as hereinafter defined, regarding the marketing and
sale of Units and Seller acknowledges that the Commission has consistently indicated that in connection with the offering and sale of hotel condominium units and offering of rental programs: (i) no emphasis may be placed on the economic
benefits to the purchaser to be derived from the managerial efforts of a third party or from renting the Units; (ii) no statements or representations may be made with regard to the economic or tax benefits of ownership of the Units;
(iii) no discussion, suggestion or implication may be made that any pooling arrangements will exist or that Unit Owners will share in the proceeds of any pooling arrangements; (iv) no discussion, suggestion or implication may be made that
a Unit Owner must hold the unit available for rental for any part of the year, use an exclusive rental agent or be materially restricted in their occupancy of the Units; and (v) except for stating that “ownership may include the
opportunity to place your home in a rental arrangement,” no advertisement or unsolicited offers of any rental services or rental program may be made, and no discussion, suggestion or implication may be made regarding the availability of any
rental services or rental program unless such discussion, suggestion or implication is in response to direct questions from a purchaser regarding the rental activity, so that the rental program will not be deemed the sale of a security (collectively
the “Commission Guidelines”). 
  
 7.3 Seller
shall have sole control over all sales and marketing materials utilized by Seller in connection with the sale of the Units comprising portions of the Hotel Condominium. Seller shall make copies of all such sales and marketing materials available to
Purchaser for its review and comment; however, Seller shall not be required to modify or amend any sales and marketing materials utilized by Seller. Notwithstanding the foregoing, any information included in such sales and marketing materials that
identifies Purchaser or an affiliate of Purchaser or makes reference to any services to be provided by Purchaser or contains a trademark or tradename of Purchaser shall conform in all respects to such information as provided by Purchaser to Seller.
To the extent such sales and marketing material refer to Franchisor, such references and any related information shall conform in all respects with the License Agreement and marketing standards adopted by Franchisor. This provision shall survive the
Closing. 
  
 7.4 In accordance with Applicable Law, if a
prospective purchaser of a Unit asks direct questions regarding rental activities, Seller shall advise the prospective purchaser of the Rental Program, as hereinafter defined, being offered by Purchaser. 
  
 7.5 Seller agrees to indemnify and hold Purchaser and each of its affiliated
entities, and Franchisor and each of its and their affiliates, managers, members, officers, directors and employees (each an “Indemnified Party” and collectively the “Indemnified Parties”) harmless from any and all
loss, claim, demand, action and liability, including reasonable attorney fees and costs which may arise against any Indemnified Parties by virtue of the failure of Seller and its employees and agents to comply with Applicable Law regarding the
marketing and sale of the Units. This indemnification and hold harmless shall include reasonable attorneys’ fees and court costs through all trial and appellate levels which an Indemnified Party may incur in defending itself against any such
claims, losses, actions, demands and liabilities and in enforcing the terms of this indemnification and hold harmless provision. This indemnification and hold 

  

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harmless provision shall survive the Closing or termination of this Agreement, shall be continuing and irrevocable and shall continue in force and effect
until any and all such claims, losses, actions, demands and liabilities against the Indemnified Parties have been satisfied in full. 
  
 7.6 Purchaser and Seller acknowledge and agree that notwithstanding Purchaser’s review of the sales and marketing materials utilized by the Seller,
Purchaser shall have no liability whatsoever to Seller if it is ultimately determined that the sales and marketing materials do not comply with Applicable Law, and such review shall not affect the indemnification obligations of Seller in accordance
with Section 7.5. 
  
 ARTICLE VIII 
 RENTAL PROGRAM 
  
 8.1 Purchaser at its sole cost and expense shall develop a rental program which Purchaser will offer to Unit Owners who are interested in participating in
a rental program (the “Rental Program”). Purchaser will submit to Seller for its review and approval, its form of rental program agreement to be utilized by Purchaser for the Rental Program (the “Rental Program
Agreement”) within forty-five (45) days from the Effective Date. The Rental Program Agreement shall include the economic terms summarized on Exhibit “I” attached hereto and made a part hereof (the “Rental
Program Criteria”). The Rental Program shall comply with Applicable Law and the Rental Program Criteria. 
  
 8.2 Seller shall have thirty (30) days from receipt of the Rental Program Agreement to review and approve same, which approval shall not be
unreasonably withheld, provided the Rental Program Agreement complies with Applicable Law and the Rental Program Criteria. Seller shall submit to Purchaser any comments that Seller may have on the Rental Program Agreement within thirty
(30) days of receipt of the Rental Program Agreement. If Seller does not respond, within the thirty (30) day period, the Rental Program shall be deemed approved. If Seller timely provides Purchaser with comments on the Rental Program
Agreement, Purchaser shall promptly revise the Rental Program Agreement to address Seller’s comments provided the comments are not inconsistent with Applicable Law and the Rental Program Criteria. If Seller and Purchaser are not able to agree
on the form of Rental Program Agreement within thirty (30) days of Purchaser’s receipt of Seller’s comments on the Rental Program Agreement, then in such event, either party may terminate this Agreement by written notice to the other
at any time prior to Seller and Purchaser agreeing on the terms of the Rental Program Agreement, in which event, Escrow Agent shall return the Deposit to Purchaser and the parties shall be released from all further obligations under this Agreement
except for the obligations that survive termination. 
  
 8.3 Upon
approval of the Rental Program Agreement and until such time as Seller turns over control of the Condominium Association (as hereinafter defined) to the Unit Owners, Purchaser covenants and agrees not to modify or amend the Rental Program Agreement
without the consent of Seller, which consent shall not be unreasonably withheld or delayed. Upon creation of the condominium association for the Hotel Condominium (the “Condominium Association”) and for so long as Seller controls
the Condominium Association, Seller shall cause the Condominium Association to approve the Rental Program Agreement and any amendment or modification to the Rental Program Agreement. This provision shall survive the Closing. 
  

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 8.4 In connection with the implementation of the Rental Program contemplated by the Rental Program
Agreement, Purchaser covenants and agrees to comply with the Applicable Law. 
  
 8.5 Purchaser agrees to indemnify and hold Seller and Seller’s members, officers, directors, employees and each of it and their affiliated entities (each a “Seller Indemnified Party” and
collectively the “Seller Indemnified Parties”) harmless from any and all loss, claim, damage, action and liability, including reasonable attorney fees and costs, which may arise against any Seller Indemnified Parties by virtue of
the failure of Purchaser and its employees and agents to comply with Applicable Law in connection with the marketing of the Rental Program to purchasers of Units. This indemnification and hold harmless shall include reasonable attorneys’ fees
and court costs through all trial and appellate levels which the Seller Indemnified Parties may incur in defending themselves or the Hotel Condominium against any such claims, losses, actions, demands and liabilities and in enforcing the terms of
this indemnification and hold harmless provision. This indemnification and hold harmless provision shall survive the Closing or termination of this Agreement, shall be continuing and irrevocable and shall continue in force and effect until any and
all such claims, losses, actions, demands and liabilities against the Seller Indemnified Parties and/or the Hotel Condominium have been satisfied in full. 
  
 8.6 [Intentionally Omitted.] 
  
 8.7 Purchaser shall submit to Seller for its review and approval all sales and marketing materials utilized by Purchaser in connection with the Rental
Program for Seller’s approval, which approval shall not be unreasonably withheld or delayed provided the sales and marketing materials are in compliance with Applicable Law and the Rental Program Agreement approved by Seller. This provision
shall survive Closing. 
  
 8.8 Seller and Purchaser acknowledge
and agree that notwithstanding Seller’s review and approval of the sales and marketing materials utilized by the Purchaser and Seller’s approval of the Rental Program Agreement, Seller shall have no liability whatsoever to Purchaser if it
is ultimately determined that Purchaser’s sales and marketing materials and/or the Rental Program Agreement do not comply with Applicable Law, and such approvals shall not affect the indemnification obligations of Purchaser in accordance with
Section 8.5. 
  
 ARTICLE IX 
 BLACKOUT DATES AND USE RESTRICTIONS 
  
 9.1 Seller and Purchaser acknowledge that no “blackout dates” or similar restrictions will be imposed upon or enforced against the purchasers of
individual condominium units comprising portions of the Hotel Condominium provided that the Rental Program Criteria and Rental Program Agreement may provide for monetary incentives or varied rates tied to, among other things, the level of usage of a
Unit by its owner during certain periods of the year. 
  
 9.2
Purchaser and Seller acknowledge that Unit Owners shall be required to comply with the applicable zoning restrictions imposed by the City of Hollywood which are currently being formulated but are anticipated to have restrictions on the number of
days in each year that a unit owner may occupy his or her hotel condominium unit. 
  

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 ARTICLE X 
 PRE-OPENING AND MARKETING EXPENSES 
  
 10.1 Except as provided in Article VI, Purchaser will be solely responsible for all pre-opening and marketing expenses, associated with the pre-opening and the grand opening of the Hotel Condominium, all substantially
in accordance with the Pre-Opening Budget, as hereinafter defined. 
  
 10.2 Purchaser shall submit to Seller for its review and comment Purchaser’s marketing and advertising plan associated with the pre-opening of the Hotel Condominium. Seller shall provide Purchaser with any suggestions and/or comments
it may have on Purchaser’s pre-opening marketing plan. Purchaser will incorporate Seller’s suggestions with respect to the pre-opening sales and marketing plan as Purchaser, in its sole discretion, deems appropriate. 
  
 ARTICLE XI 
 PROJECT 
  
 11.1 Seller currently envisions developing the project (the “Project”) as a multi-phase project in accordance with the Site Plan consisting of the following elements: (i) phase I of the Project (“Phase
I”) consisting of the Hotel Condominium which will consist of the renovation of the existing hotel located on a portion of the Land which when renovated will consist of approximately 300 hotel rooms and suites, the resort pool located next
to the intracoastal waterway (the “Resort Pool”) to be owned and operated by a master association (the “Master Association”), beach access and walkway substantially in accordance with the Plans; (ii) phase II
of the Project (“Phase II”) is currently envisioned to consist of a newly constructed 27-story Hotel Condominium and related parking garage including ballroom space, meeting space, outdoor function space, restaurant space and
laundry facilities; (iii) phase III of the Project (“Phase III”) is currently envisioned to consist of between 27 and 50 Villa style hotel units to be constructed in three to four story condominium structures (the
“Villas”) with meeting space on the first floor (the “Villas Meeting Space”), (iv) an oceanfront beach club (the “Beach Club”) to be owned and operated by the Master Association; (v) a
restaurant located next to the Resort Pool. 
  
 11.2 The Project
is currently envisioned to be developed by Seller substantially in accordance with the Site Plan. Seller may elect to change the Site Plan with respect to all phases other than Phase I and not to construct or proceed with the development with
respect to any other phases of the Project other than Phase I. 
  
 11.3 Purchaser specifically acknowledges that Seller has no obligation to develop any portion of the Project other than Phase I and Seller shall have no liability whatsoever to Purchaser if Seller does not proceed with the development of
the Project for any reason whatsoever other than the development of Phase I. 
  
 11.4 In the event Seller completes Phase III, Purchaser will have the right to use the Villa Meeting Space, at market rates, subject to availability. 
  
 11.5 Purchaser shall be entitled to lease from Seller’s or affiliate, or the applicable condominium association storage
space on the ground floor of the existing residential 

  

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condominium located at 4001 South Ocean Drive for purposes of storing equipment relating to use of the beach by guests of the Hotel Condominium. In the event
Purchaser elects to use such storage space it will be responsible for taxes, insurance and maintenance charges reasonably attributable to such space. 
  
 ARTICLE XII 
 CONSTRUCTION ISSUES

  
 12.1 Construction Activity 
  
 12.1.1 Purchaser acknowledges that the Hotel Condominium is a part of Phase
I of the Project. To the extent that Seller, in its sole discretion, elects to proceed with other phases of the Project, Seller agrees to utilize commercially reasonable efforts to minimize the interference that the construction activities, may have
on the operation of the Hotel Condominium including without limitation making commercially reasonable efforts to cause its contractors and subcontractors to minimize dust, construction noise and interference with the operation of the Hotel
Condominium. Prior to any construction on any portion of the Project, Seller shall advise Purchaser of the anticipated dates for commencing construction and the proposed protocols to be utilized by Seller to minimize interference with the operation
of the Hotel Condominium. Seller covenants and agrees to incorporate into Seller’s construction protocol all reasonably suggestions proposed by Purchaser. 
  

12.1.2 Seller agrees to indemnify and hold each of the Indemnified Parties harmless from and against any and all loss, claim, demand, action and
liability which may arise against the Indemnified Parties as a result of claims by Unit Owners, the Condominium Association or the Master Association, including reasonable attorney fees, against the Indemnified Parties as a result of any
construction activities of Seller in connection with the construction of Phase II or Phase III. This indemnification and hold harmless shall include reasonable attorneys’ fees and court costs through all trial and appellate levels which the
Indemnified Parties may incur in defending itself against any such claims, losses, actions, demands and liabilities and in enforcing the terms of this indemnification and hold harmless provision. This indemnification and hold harmless provision
shall survive the Closing or termination of this Agreement, shall be continuing and irrevocable and shall continue in force and effect until any and all such claims, losses, actions, demands and liabilities against the Indemnified Parties have been
satisfied in full. 
  
 12.2 Parking. Purchaser acknowledges
that valet parking will be required for the entire Project which shall be provided by the Master Association, the cost of which shall be included in the operating expenses of the Master Association. Seller covenants and agrees to provide, through
the Master Association, one valet parking space for each of the Units. Purchaser shall be entitled to charge guests of the Hotel Condominium market rate charges for use of the valet parking. 
  
 12.3 Until such time as required for construction and/or the Intracoastal
Club is developed, if at all, Purchaser shall have the right to utilize that area designated on Exhibit “J” as temporary function space for use in connection with the operation of the Hotel Condominium (the “Temporary
Function Space”) at no charge. The Temporary Function Space shall consist 

  

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of a four thousand square foot tent on a hard surface to be provided by Seller. Prior to use of the Temporary Function Space, Purchaser shall provide Seller
evidence that Purchaser has obtained general liability insurance in an amount not less than $2,000,000 naming Seller as an additional named insured. Seller shall relocate the Temporary Function Space at its sole expense to another location on the
Land in the event the existing Temporary Function Space is needed for construction or is to be sold to an unaffiliated third party. Any such relocation shall provide for Purchaser’s continuous access to appropriate function space of the same
square footage during normal hours of operation. Purchaser shall be required to maintain the Temporary Function Space at its sole cost and expense. Seller’s obligation to provide the Temporary Function Space will end upon (i) the
completion of Phase III and Seller making the Villas Meeting Space available to Purchaser as provided in Section 11.4 or (ii) the sale of the Land such that Seller no longer owns any property associated with the Project on which the
Temporary Function Space may be located provided Seller, its successor or assign, shall have granted an easement or otherwise agreed to make available to Purchaser, for so long as Purchaser owns the Hotel Unit, a portion of the Land of sufficient
size such that the Temporary Function Space may be located and operated thereon by Purchaser. This provision shall survive the Closing contemplated by this Agreement. 
  
 ARTICLE XIII 
 NAME OF THE PROJECT 
  
 13.1 Seller has the sole
right to name the Hotel Condominium and the other aspects of the Project as Seller may determine in Seller’s sole and absolute discretion, subject to complying with the requirements of the License Agreement. 
  
 ARTICLE XIV 
 MASTER ASSOCIATION 
  
 14.1 Seller currently envisions creating a Master Association which will own and operate the Beach Club and, if constructed, the Intracoastal Club, the common areas and other amenities associated with Project as well
as other properties (collectively the “Master Association Properties”). Within one hundred twenty (120) days from the Effective Date, Seller shall submit to Purchaser for its review and comments the proposed documents creating
the Master Association (the “Master Association Documents”). Purchaser shall have thirty (30) days from receipt of the Master Association Documents to provide Seller with any comments regarding the Master Association Documents.
Seller shall give due consideration for Purchaser’s comments on the Master Association Documents, however, Seller shall not be obligated to incorporate any of Purchaser’s suggested changes to the Master Association Documents. The Master
Association Documents shall require the Master Association to maintain the Master Association Properties in a manner consistent with the franchise standards adopted from time to time by Franchisor (the “Franchise Standards”) for so
long as the License Agreement, as same may be amended, modified and extended, is in effect, except the Master Association shall not be required to utilize Franchisor’s trademark in connection with the operation of the Master Association
Properties. 
  

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 ARTICLE XV 
 MANAGEMENT OF BEACH CLUB 
  
 15.1 Seller shall provide Purchaser with the right of first offer to operate and manage the Beach Club on behalf of the Master Association. Prior to entering into a management agreement with any other party with respect to the Beach Club,
Seller shall first attempt to negotiate a management agreement with Purchaser with respect to the management of the Beach Club on behalf of the Master Association. If Seller and Purchaser are not able to reach an agreement on the terms of managing
the Beach Club within thirty (30) days after the commencement of discussions regarding the management of the Beach Club, Seller shall be free to negotiate a management agreement with respect to the Beach Club with any other party; provided,
that before entering into a management agreement with any other party, Seller shall offer Purchaser the opportunity to enter into a management agreement on the same terms and conditions offered by such third party. Purchaser shall have five
(5) business days to notify Seller of its acceptance of such offer. If Purchaser fails to accept such offer within such period of time, Seller may enter into the management agreement with the third party on the same terms offered to Purchaser.

  
 ARTICLE XVI 
 MANAGEMENT OF INTRACOASTAL CLUB 
  
 16.1 Seller shall provide Purchaser with the right of first offer to operate and manage the Intracoastal Club on behalf of the Master Association, if
developed by Seller. Prior to entering into a management agreement with any other party with respect to the Intracoastal Club, Seller shall first attempt to negotiate a management agreement with Purchaser with respect to the management of the
Intracoastal Club on behalf of the Master Association. If Seller and Purchaser are not able to reach an agreement on the terms of managing the Intracoastal Club within thirty (30) days after the commencement of discussions regarding management
of the Intracoastal Club Seller shall be free to negotiate a management agreement with respect to the Intracoastal Club with any other party; provided, that before entering into a management agreement with any other party, Seller shall offer
Purchaser the opportunity to enter into a management agreement on the same terms and conditions offered by such third party. Purchaser shall have five (5) business days to notify Seller of its acceptance of such offer. If Purchaser fails to
accept such offer within such period of time, Seller may enter into the management agreement with the third party on the same terms offered to Purchaser. 
  
 ARTICLE XVII 
 DEVELOPMENT OF PHASE II

  
 17.1 In the event Seller in its sole and absolute
discretion, elects to proceed with the development of Phase II, Seller shall grant Purchaser a right of first offer to purchase the front desk and food service facilities, the restaurants, the lounge space, the ballroom space, meeting space, outdoor
function space, the kitchen, storage areas, laundry area and the maintenance shop (collectively the “Commercial Space”) prior to offering same to any third party. Seller and Purchaser shall have thirty (30) days to negotiate
the terms and provisions of an agreement regarding the purchase of the Commercial Space by Seller. If Seller and Purchaser are not able to agree on the terms for Seller to purchase the Commercial Space within said thirty-day period, 

  

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Seller shall be free to market the Commercial Space to the general public. Purchaser acknowledges that any proposal with respect to purchasing the Commercial
Space in Phase II will be expressly conditioned upon the Purchaser obtaining a franchise license agreement from a franchisor acceptable to Seller, in its sole discretion, regarding the operation of Phase II. 
  
 ARTICLE XVIII 
 COMPLETION AND CONSTRUCTION 
  
 18.1 Seller anticipates (but does not guarantee), and Purchaser is fully aware of and understands that the Hotel Unit will not be ready for occupancy until approximately September 15, 2006, (the
“Completion Date”). This transaction shall be closed upon notification from the Seller to the Purchaser, which notice shall set forth that the Hotel Unit is substantially completed or will be substantially completed on the Closing
Date. Seller shall utilize its good faith efforts to provide Purchaser not less than one hundred twenty (120) days advance notice of the Closing Date. 
  
 18.2 To the extent permitted under applicable laws, Seller shall provide Purchaser with access to the Units and the Hotel Unit approximately ninety
(90) days prior to the Closing Date to enable Purchaser to prepare for the opening of the Hotel Condominium to the general public. To the extent permitted by applicable laws, Seller shall allow Purchaser and its employees, contractors and
agents to have access to the Units and the Hotel Unit to perform such pre-opening activities (the “Pre-opening Activities”) as are customarily performed by a hotel manager prior to the opening of a hotel to the general public, which
activities may include, without limitation, the supplying and equipping of the Units and the Hotel Unit as contemplated by the pre-opening budget attached hereto and made a part hereof as Exhibit “K” (the “Pre-opening
Budget”). 
  
 18.3 Purchaser and its employee’s
contractors and agents shall perform the Pre-opening Activities in a manner as to minimize interference with completion of construction of the Hotel Condominium by Seller’s contractors and Purchaser, its employees, contractors and agents shall
comply with all rules and regulations prescribed by Seller and its general contractor regarding the performance of the Pre-opening Activities 
  
 18.4 Purchaser acknowledges that a construction site is an inherently dangerous environment and Purchaser assumes all risks associated with performing the
Pre-opening Activities during the construction of the Hotel, except as a result of the gross negligence or intentional misconduct of Seller and its employees and contractors. 
  
 18.5 Prior to entry upon the Hotel to perform the Pre-opening Activities, Purchaser shall provide Seller with certificates
evidencing commercial general liability insurance policies which shall be maintained by Purchaser and each contractor which Purchaser will have present at the Hotel Condominium in connection with its Pre-opening Activities with the limits set forth
in this Agreement. Without limitation on the foregoing, Purchaser must maintain (i) commercial general liability insurance with a per occurrence limit of at least $1,000,000 and an aggregate limit of at least $2,000,000, and
(ii) worker’s compensation insurance at statutory limits. Seller shall be named as an additional insured on Purchaser’s general liability insurance. Purchaser shall provide Seller with copies of all policies at Closing. 
  

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 18.6 Purchaser agrees to repair or restore promptly any damage to the Hotel Condominium caused by
Purchaser, its agents and contractors during the performance of the Pre-opening Activities and restore same to its original condition. Purchaser agrees to pay for all such work, labor and services that shall be performed and to obtain waivers of
lien or paid bills therefore and shall indemnify and hold Seller harmless from any claims of any such persons. This provision shall survive the termination of this Agreement. 
  
 Purchaser agrees to indemnify and hold Seller harmless from any and all loss, claim, demand, action and liability which may
arise against Seller or the Property by virtue of any entry onto the Property by Purchaser or its agents and contractors to perform the Pre-opening Activities. This indemnification and hold harmless shall include reasonable attorneys’ fees and
court costs through all trial and appellate levels which the Seller may incur in defending itself or the Hotel Condominium against any such claims, losses, actions, demands and liabilities and in enforcing the terms of this indemnification and hold
harmless provision. This indemnification and hold harmless provision shall survive the Closing or termination of this Agreement, shall be continuing and irrevocable and shall continue in force and effect until any and all such claims, losses,
actions, demands and liabilities against the Seller or the Hotel have been satisfied in full. 
  
 ARTICLE XIX 
 CONDOMINIUM DOCUMENTS 
  
 19.1 It is understood that the Seller shall file with the Clerk of the Circuit Court of Broward County, Florida, a
Declaration of Condominium and Exhibits thereto (the “Declaration of Condominium”). The Declaration of Condominium shall include among other things, a survey of the real property comprising the Condominium, Bylaws of the Condominium
Association and the nature and description of the Common Elements and Limited Common Elements. The Easement Agreement shall be an exhibit to the Declaration of Condominium. The Declaration of Condominium shall be consistent with the requirements of
this Agreement and the License Agreement and shall provide that the Unit Owners, as members of the Master Association, shall have the right to utilize the Master Association Properties. 
  
 19.2 Seller shall utilize commercially reasonable efforts to provide Purchaser with a draft of the Declaration of
Condominium within one hundred twenty (120) days from the Effective Date, or as soon thereafter as is reasonably possible for Purchaser’s review and comment prior to submitting the Declaration of Condominium to the Division for approval.
Purchaser shall have twenty (20) days from the receipt of the Declaration of Condominium to review same and provide Seller with any comments on the Declaration of Condominium that Purchaser deems appropriate. Seller agrees to utilize its good
faith efforts to address any of Purchaser’s comments to the Declaration of Condominium; however, Seller shall not be required to incorporate any of Purchaser’s comments into the Declaration. 
  
 19.3 Upon approval of the Condominium Documents by the State of Florida
Division of Condominiums Seller shall deliver to Purchaser a copy of the following documents: 
  
 19.3.1 Declaration of Condominium. 
  

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 19.3.2 Articles of Incorporation of the Condominium Association. 
  
 19.3.3 Bylaws of the Condominium Association. 
  
 19.3.4 Copy of the floor plan of the Units and the Hotel
Unit. 
  
 19.3.5 Copy of the Escrow Agreement.

  
 19.3.6 Copy of the Easement Agreement.

  
 19.3.7 Acknowledgement of Receipt of
Condominium Documents. 
  
 19.4 Seller reserves the right, in its
sole discretion, to modify, change, or amend the foregoing Condominium Documents, including the right to change the legal description of the property of the Hotel Condominium in which the Units are located, provided the changes are consistent with
this Agreement and the License Agreement. Purchaser understands and agrees that the preliminary plot plan, survey and graphic description exhibits attached to the Declaration of Condominium and the floor plans of the Units may be modified and
changed prior to the actual recording of the Declaration of the Condominium so as to reflect the improvements “as built,” as required by the Florida Condominium Act. Any such change or correction of the legal description, and any such
modification, change or revision of the plot plan, survey and graphic descriptions or floor plan which may be made to reflect the improvements “as built,” and which are substantially similar to the original plot plan, survey and graphic
description and floor plan, shall not be a material change as referred to hereinafter. Purchaser further acknowledges and understands that any of the foregoing Condominium Documents may be modified or amended to comply with the requirements of any
institutional lender or a title company or for any other valid reason, provided the changes are consistent with this Agreement and the License Agreement. 
  
 ARTICLE XX 
 MANAGEMENT OF CONDOMINIUM
ASSOCIATION 
  
 20.1 Seller agrees to retain Purchaser as the
manager of the Condominium Association pursuant to a management agreement (the “Management Agreement”) to be negotiated between Seller and Purchaser within thirty (30) days of the Effective Date of this Agreement. In the event
Seller and Purchaser cannot agree on the terms of the Management Agreement within the thirty (30) day period, either party may terminate this Agreement at any time prior to agreeing on the terms of the Management Agreement, in which event the
Deposit shall be returned to Purchaser and the parties released from all further obligations under this Agreement except for the obligations that survive termination. 
  
 20.2 Purchaser acknowledges that notwithstanding anything to the contrary contained in the Management Agreement, the
Management Agreement shall be subject to the termination in accordance with Chapter 718, Florida Statutes at such time control of the Condominium Association is transferred from the Seller to the Unit Owners. 
  

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 ARTICLE XXI 
 DESIGN AND CONSTRUCTION 
  
 21.1 Seller covenants and agrees to submit to Purchaser for its review and comments the plans and specifications for the Hotel Condominium (the “Plans and Specifications”) and, if Seller elects to proceed with Phase II
and/or Phase III, the plans and specification for such, as they are developed. Purchaser covenants and agrees to provide Seller and its architect and other members of Seller’s design team comments on the Plans and Specifications and to consult
with Seller regarding the design and function issues relating to the Hotel Condominium and compliance with the Design Criteria. 
  
 21.2 Seller covenants and agrees to cause the Hotel Condominium to be designed so that it complies with the Design Criteria. 
  
 21.3 Purchaser covenants and agrees to provide Seller and its architect and
other members of Seller’s design team comments on Seller’s conceptual designs for the Project. 
  
 ARTICLE XXII 
 MODIFICATIONS 
  
 22.1 Seller reserves the right to make changes to the Plans and
Specifications as it deems fit, and further, Seller has the right to substitute other materials or brand names of similar quality, utility, or color, where necessary, without prior notification to Purchaser, provided such changes comply with the
Design Criteria. Seller further reserves the right to substitute appliances and other building materials of similar nature and approximate equal value, in the event the original of same is not available at time of installation. Purchaser agrees to
close title with said modifications and changes. The Units, however, will be substantially similar to Plans and Specifications, as the same may be modified and amended from time to time and the Units will also be in substantial accordance with the
floor plan sketches reflected in the Condominium Documents. 
  
 ARTICLE XXIII 
 INSPECTION OF THE UNIT 
  
 23.1 Prior to Closing, it shall be the duty of the Purchaser to inspect the Hotel Unit and the appurtenances, in the
presence of Seller or Seller’s agent. Purchaser shall present the Seller at that time with a written list of any defects in workmanship and/or materials, which list is to be signed by the Purchaser. As to those items set forth on such list
which are truly defects in workmanship and/or materials, keeping in mind the standards of construction prevalent in Broward County, Florida, the Seller shall be obligated to correct the same at its costs within a reasonable period of time; however,
the Seller’s obligation to correct same shall not be grounds for deferring the closing nor for imposing any condition upon Closing. This clause shall survive the closing contemplated herein, and delivery of the Special Warranty Deed to the
Purchaser. 
  

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 ARTICLE XXIV 
 REPRESENTATIONS AND WARRANTIES OF SELLER 
  
 In order to induce Purchaser to purchase the Property, and to close pursuant to this Agreement, Seller represents and warrants to Purchaser that as of the Effective Date and as of the Closing Date: 
  
 24.1 Seller is a limited liability company duly organized and in good
standing under the laws of the State of Illinois and qualified to do business in the State of Florida. Seller has full power and authority to enter into this Agreement and otherwise perform all obligations of Seller under this Agreement in
accordance with its terms, and that all company action necessary to authorize the execution and fulfillment of this Agreement by Seller has been taken. 
  
 24.1.1 This Agreement, when executed and delivered, will be a valid and binding obligation of Seller, enforceable in accordance with its terms.

  
 24.1.2 Seller is not the subject of any proceeding or lawsuit,
actual or to the best of Seller’s knowledge threatened, at law or in equity, nor is Seller now the subject of pending or, to the best of Seller’s knowledge, threatened or contemplated bankruptcy proceeding which would impair Seller’s
ability to perform Seller’s obligations under this Agreement. 
  
 24.1.3 Seller is the sole owner of and has good and marketable title to the Personal Property free and clear of liens, claims and encumbrances. 
  
 24.2 DISCLAIMER OF IMPLIED WARRANTIES. NOTWITHSTANDING THAT THIS HOTEL CONDOMINIUM IS A CONVERSION OF A HOTEL, SELLER HAS ELECTED TO WARRANT THE
HOTEL CONDOMINIUM SOLELY TO THE EXTENT PROVIDED HEREIN AND IN SECTION 718.618, FLORIDA STATUTES. EXCEPT ONLY FOR THOSE WARRANTIES PROVIDED IN SECTION 718.618, FLORIDA STATUTES (AND ONLY TO THE EXTENT APPLICABLE AND NOT
YET EXPIRED), AND THOSE OF SECTION 718.203, FLORIDA STATUTES (TO THE EXTENT APPLICABLE AND NOT YET EXPIRED), TO THE MAXIMUM EXTENT LAWFUL SELLER HEREBY DISCLAIMS ANY AND ALL AND EACH AND EVERY EXPRESS OR IMPLIED WARRANTIES, WHETHER
ESTABLISHED BY STATUTORY, COMMON; CASE LAW OR OTHERWISE, AS TO THE DESIGN, CONSTRUCTION, SOUND AND/OR ODOR TRANSMISSION, EXISTENCE AND/OR DEVELOPMENT OF MOLDS, MILDEW, TOXINS OR FUNGI, FURNISHING AND EQUIPPING OF THE HOTEL CONDOMINIUM, INCLUDING THE
UNITS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, COMPLIANCE WITH PLANS, ALL WARRANTIES IMPOSED BY STATUTE (OTHER THAN THOSE IMPOSED BY SECTIONS 718.618, FLORIDA
STATUTES, AND THEN ONLY TO THE EXTENT APPLICABLE AND NOT YET EXPIRED) AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES OF ANY KIND OR CHARACTER. SELLER HAS NOT GIVEN AND PURCHASER HAS NOT RELIED ON OR BARGAINED FOR ANY SUCH WARRANTIES. PURCHASER
RECOGNIZES AND AGREES THAT THE UNITS AND HOTEL CONDOMINIUM ARE NOT NEW CONSTRUCTION. PURCHASER, BY CLOSING ON THE PURCHASE OF THE UNITS, SHALL BE DEEMED TO REPRESENT AND 
  

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WARRANT TO SELLER THAT IN DECIDING TO PURCHASE THE UNITS, PURCHASER RELIED SOLELY ON PURCHASER’S INDEPENDENT INSPECTION OF THE UNITS AND THE HOTEL
CONDOMINIUM. PURCHASER HAS NOT RECEIVED NOR RELIED ON ANY WARRANTIES AND/OR REPRESENTATIONS FROM SELLER OF ANY KIND, OTHER THAN AS EXPRESSLY PROVIDED HEREIN. 
  
 AS TO ANY IMPLIED WARRANTY WHICH CANNOT BE DISCLAIMED ENTIRELY, ALL SECONDARY, INCIDENTAL AND CONSEQUENTIAL DAMAGES ARE SPECIFICALLY EXCLUDED AND
DISCLAIMED (CLAIMS FOR SUCH SECONDARY, INCIDENTAL AND CONSEQUENTIAL DAMAGES BEING CLEARLY UNAVAILABLE IN THE CASE OF IMPLIED WARRANTIES WHICH ARE DISCLAIMED ENTIRELY ABOVE). 
  
 PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER DOES NOT GUARANTEE, WARRANT OR OTHERWISE ASSURE, AND EXPRESSLY DISCLAIMS, ANY
RIGHT TO VIEW AND/OR NATURAL LIGHT. 
  
 FURTHER, GIVEN THE CLIMATE
AND HUMID CONDITIONS IN FLORIDA, MOLDS, MILDEW, SPORES, FUNGI AND/OR OTHER TOXINS MAY EXIST AND/OR DEVELOP WITHIN THE UNITS AND/OR THE HOTEL CONDOMINIUM. PURCHASER IS HEREBY ADVISED THAT CERTAIN MOLDS, MILDEW, SPORES, FUNGI AND/OR OTHER TOXINS MAY
BE, OR IF ALLOWED TO REMAIN FOR A SUFFICIENT PERIOD MAY BECOME, TOXIC AND POTENTIALLY POSE A HEALTH RISK. BY EXECUTING AND DELIVERING THIS AGREEMENT AND CLOSING, PURCHASER SHALL BE DEEMED TO HAVE ASSUMED THE RISKS ASSOCIATED WITH MOLDS, MILDEW,
SPORES, FUNGI AND/OR OTHER TOXINS AND TO HAVE RELEASED AND INDEMNIFIED SELLER FROM AND AGAINST ANY AND ALL LIABILITY OR CLAIMS RESULTING FROM SAME, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHICH MAY
RESULT FROM, WITHOUT LIMITATION, THE INABILITY TO POSSESS THE UNITS, INCONVENIENCE, MOVING COSTS, HOTEL COSTS, STORAGE COSTS, LOSS OF TIME, LOST WAGES, LOST OPPORTUNITIES AND/OR PERSONAL INJURY AND DEATH TO OR SUFFERED BY ANY OF PURCHASER’S
GUESTS AS DEFINED BELOW AND ANY OTHER PERSON OR ANY PETS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LEAKS, LEAVING EXTERIOR DOORS OR WINDOWS OPEN, WET FLOORING AND MOISTURE WILL CONTRIBUTE TO THE GROWTH OF MOLD, MILDEW, FUNGUS OR SPORES.
PURCHASER UNDERSTANDS AND AGREES THAT SELLER IS NOT RESPONSIBLE FOR, AND SELLER HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ANY ILLNESS OR ALLERGIC REACTIONS WHICH MAY BE EXPERIENCED BY PURCHASER, ITS PETS, ITS FAMILY MEMBERS AND/OR ITS OR THEIR GUESTS,
TENANTS AND INVITEES (COLLECTIVELY “PURCHASER’S GUESTS”)AS A RESULT OF MOLD, MILDEW, FUNGUS OR SPORES. IT IS SOLELY THE PURCHASER’S RESPONSIBILITY TO KEEP THE UNITS CLEAN, DRY, WELL-VENTILATED AND FREE OF CONTAMINATION.

  
 THIS SECTION WILL SURVIVE (CONTINUE TO BE EFFECTIVE AFTER)
CLOSING. 
  

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 ARTICLE XXV 
 REPRESENTATIONS AND WARRANTIES OF PURCHASER 
  
 25.1 In order to induce Seller to sell the Property, and to close pursuant to this Agreement, Purchaser hereby represents and warrants to Seller, that as of the Effective Date and as of the Closing Date: 

 
 25.1.1 Purchaser is a limited liability company, duly organized and in
good standing under the laws of the State of Delaware. Purchaser has full power and authority to enter into this Agreement and otherwise perform all obligations of Purchaser under this Agreement in accordance with its terms, and all corporate action
necessary to authorize the execution and fulfillment of this Agreement by Purchaser as it had been taken. 
  
 25.1.2 This Agreement, when executed and delivered, will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms.

  
 25.1.3 Purchaser is not the subject of any proceeding or
lawsuit, actual or threatened, at law or in equity, nor is Purchaser now the subject of pending, threatened or contemplated bankruptcy proceeding which might affect its ability to purchase the Property according to the terms hereof. 
  
 25.1.4 Anti-Terrorism Law. As used herein, “Anti-Terrorism
Law” is defined as any law relating to terrorism, anti-terrorism, money-laundering or anti-money laundering activities, including Executive Order No. 13224 and the USA Patriot Act. As used herein “Executive Order
No. 13224” is defined as Executive Order No. 13224 on Terrorist Financing effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism.” “Prohibited Person” is defined as (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224; (ii) a person or entity owned or controlled by,
or acting for or on behalf or, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224 above; (iii) a person or entity with whom Seller is prohibited from dealing or otherwise
engaging in any transaction by any Anti-terrorism Law; (iv) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order 13224; (v) a person or entity that is named as a
“specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/t11sdn.pdf or at any
replacement website or other official publication of such list; or (vi) a person or entity who is affiliated with a person or entity described in (i) –(v) above. “USA Patriot Act” is define as the “Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001” (Public Law 107-56). Purchaser hereby represents and warrants as follows, and such representations and warranties shall survive
in the Closing: None of Purchaser or their respective constituents or affiliates are or will be in violation of any Anti-terrorism Law. None of Purchaser or any of their respective constituents or affiliates, any of their respective brokers or other
agents acting or benefiting in any capacity in connection with the Purchaser or, to Purchaser’s knowledge as of the date hereof is or will: 
  

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 (A) conduct business or engage in any transaction or dealing with any Prohibited Person,
including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; 
  
 (B) deal in, or otherwise engage in any transaction relating to, any property or interest in property blocked pursuant to Executive Order
No. 13224; 
  
 (C) engage in or conspire to
engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. 
  
 (D) Purchaser covenants and agrees to deliver to Seller any certification or other evidence requested from
time to time by Seller in its sole discretion, confirming Purchaser’s compliance with the requirements of this paragraph. 
  
 ARTICLE XXVI 
 SELLER’S CONDITIONS
PRECEDENT TO CLOSING 
  
 26.1 Unless waived by Seller, in
writing, the obligation of Seller to close is conditioned upon satisfaction of the following conditions at the Closing Date: 
  
 26.1.1 All representations and warranties of Purchaser shall remain true and correct in all material respects as of the Closing Date. 
  
 26.1.2 Purchaser shall have performed (or tender performance of) all material
covenants, obligations, terms and provisions of this Agreement to be performed by Purchaser. 
  
 26.1.3 License Agreement and Comfort Letter shall have been executed by Purchaser and Franchisor. 
  
 26.2 In the event any of the foregoing conditions precedent to closing are not satisfied by the Closing Date, then in such event the Seller shall have the
option of (i) waiving the condition and closing in accordance with the terms and provisions of this Agreement or (ii) canceling this Agreement, in which event Escrow Agent shall return the Deposit to Purchaser and the parties shall be
released from all obligations under this Agreement, except for the obligations that survive termination. 
  
 ARTICLE XXVII 
 PURCHASER’S CONDITIONS PRECEDENT TO CLOSING 
  
 27.1 Unless waived by Purchaser, in writing, the obligation of Purchaser to
close is conditioned upon satisfaction of the following conditions by the Closing Date: 
  
 27.1.1 All representations and warranties of Seller shall remain true and correct in all material respects, as of the Closing Date. 
  

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 27.1.2 Seller shall perform (or tender performance of) all the material covenants, obligations, terms and
provisions of this Agreement to be performed by Seller. 
  
 27.1.3
Phase I as constructed shall comply with the Design Criteria. 
  
 27.2 In the event any of the foregoing conditions precedent to closing are not satisfied by the Closing Date, then in such event Purchaser shall have the option of (i) waiving the condition and closing in accordance with the other
terms and provisions of this Agreement without reduction in the Purchase Price, or (ii) canceling this Agreement, in which event Escrow Agent shall return the Deposit to the Purchaser and the parties shall be released from all further
obligations under this Agreement except for the obligation that expressly survive termination. 
  
 ARTICLE XXVIII 
 CLOSING 
  
 28.1 The closing (the “Closing”) shall be at 10:00 P.M. Eastern Standard time on the later of
September 15, 2006 or ten (10) days after written notice from Seller after a temporary certificate of occupancy is issued for the Hotel Unit (the “Closing Date”), time being of the essence, at the offices of
Holland & Knight LLP, 701 Brickell Avenue, Suite 3000, Miami, Florida 33131 or at such other place as the parties may mutually determine. 
  
 28.2 Seller, at Seller’s expense, shall deliver to Purchaser at closing: 
  
 28.2.1 A special warranty deed conveying the Hotel Unit, in recordable form, subject only to the Permitted Exceptions and
such other exceptions waived by Purchaser. 
  
 28.2.2 A
mechanic’s lien, possession and gap affidavit. 
  
 28.2.3 A
bill of sale sufficient to convey all right, title and interest in the Personal Property free and clear of liens, claims and encumbrances. 
  
 28.2.4 A certificate of non-foreign status, pursuant to Section 1455 of the Internal Revenue Code. 
  
 28.2.5 A Closing Statement. 
  
 28.2.6 Any additional documents reasonably required by the Title Company to
consummate this transaction. 
  
 28.3 Purchaser, at
Purchaser’s expense, shall deliver to Seller or cause to be delivered to Seller at closing: 
  
 28.3.1 The amount due Seller on Closing under Article III in cash, by wire transfer of federal funds, subject to adjustments and prorations required under
this Agreement. 
  
 28.3.2 A Closing Statement. 
  

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 28.3.3 Any additional documents reasonably required by the Title Company to consummate this transaction.

  
 28.4 The following items shall be prorated and adjusted as of
Midnight of the day prior to the Closing Date or as otherwise provided herein: 
  
 28.4.1 General real estate taxes for the year of Closing shall be prorated as of midnight of the day preceding the Closing Date. If taxes for the year of Closing are assessed on the Hotel Condominium as a whole,
Purchaser and Seller shall pay, at Closing, the Units’ allocable share of those taxes (as estimated by Seller and subject to reproration once the actual tax bill is available for the Units from the Closing Date through the end of the year. If
taxes for 2005 are assessed on a unit-by-unit basis, Purchaser and Seller shall prorate taxes as of the Closing Date based upon the actual tax bill, if available, or an estimate by Seller, if unavailable, with Purchaser responsible for paying the
full amount of the tax bill and Seller reimbursing Purchaser for Seller’s prorated share of those taxes. Purchaser agrees that Seller’s prorated share of the taxes due as of Closing need not be paid to Purchaser, however, until the actual
tax bill is presented to Seller, and any proration based on an estimate of the current year’s taxes shall be subject to reproration upon request of either party, provided, however, that (i) the actual amount of taxes is at least 10% higher
or lower than the estimate used for prorations, and (ii) any request for reproration is made within six (6) months following the issuance of the actual tax bill for the Units (it being assumed, for purposes hereof, that tax bills are
issued on November 1 of each tax year). No request for proration of amounts less than the threshold set forth above or made beyond the six (6) month period shall be valid or enforceable. In addition, Purchaser shall pay, or reimburse
Seller if then paid, for any interim proprietary and general services fee imposed by any governmental authority having jurisdiction over the Units. This Subsection shall survive (continue to be effective after) Closing. 
  
 Property Tax Disclosure Summary. In accordance with Section 689.261, Florida
Statutes, Purchaser should not rely on the Seller’s current property taxes as the amount of property taxes that the Purchaser may be obligated to pay in the year subsequent to purchase. A change of ownership or property improvements
triggers reassessments of the property that could result in higher property taxes. If you have any questions concerning valuation, contact the county property appraiser’s office for information. 
  
 28.4.2 Certified liens for governmental improvements, if any, shall be paid
in full by Seller and pending liens for governmental improvements shall be assumed by Purchaser. “Certified” for this purpose shall be deemed to mean that the improvement has been substantially completed as of the Closing Date and
is due and payable in full rather than in installments. If payable in installments, all installments coming due before Closing shall be paid by Seller, and the current installment shall be prorated as of midnight of the day before closing.

  
 28.4.3 Purchaser shall pay the State Documentary Stamps which
are required to be affixed to the Special Warranty Deed, the cost for the Commitment and Owner’s Title Policy, the cost for recording the Special Warranty Deed and Purchaser’s pro rata share of regular condominium assessments levied by the
Condominium Association and Master Association. In addition, at Closing, Purchaser shall make a one time contribution to the working capital of the Condominium Association and Master Association equal to two (2) months of assessments for


  

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each of the condominium Association and Master Association. Such contribution shall not be a credit against regular assessments. Each party shall bear the
cost of the fees of their own respective attorneys and other professionals and the cost of their own respective performance under this Agreement. 
  
 28.4.4 At Closing, Purchaser shall reimburse Seller for utility, cable or interactive communication deposits or hook-up fees, which Seller may have
advanced prior to Closing for the Hotel Unit. The amount of this charge is unknown. 
  
 ARTICLE XXIX 
 FIRE OR OTHER CASUALTY: CONDEMNATION 
  
 29.1 Seller agrees to give Purchaser prompt notice of any fire or other
casualty occurring at the Property between the date hereof and the date of the Closing provided for hereunder, or of any actual or threatened condemnation of all or part of the Property, or any appurtenance thereto, or of any actual, proposed or
threatened modification or termination of the current access to or from the Property. 
  
 29.2 Risk of loss to the Hotel Unit by fire or other casualty until the Closing Date is assumed by Seller, but without any obligation of Seller to repair or replace such loss or damage to the Hotel Unit, and in the
event of any such casualty, this Agreement shall continue in full force and effect, and Purchaser shall not have the right to reject title or receive a credit against or abatement in the Purchase Price. In such event, Seller shall be entitled to a
reasonable period of time within which to complete necessary repairs or replacement. Any proceeds received from insurance or in satisfaction of any claim or action in connection with such loss or damage shall (subject to the rights of the Board of
Directors of the Condominium Association in the event the Declaration shall have been filed) belong entirely to Seller and if such proceeds shall be paid to Purchaser, Purchaser shall promptly upon receipt thereof turn same over to the Seller.

  
 29.3 If Seller notifies Purchaser that it does not elect to
repair or replace any such loss or damage or in the event that the Condominium Association does not resolve to make such repairs or replacement pursuant to the Declaration, then this Agreement shall be deemed cancelled and of no further force and
effect, and Escrow Agent shall refund to Purchaser the Deposit, whereupon the parties shall be released from any further obligations under this Agreement except for the obligations that survive termination. 
  
 Except as otherwise expressly provided in this Article XXIX, all risk of loss
or damage to the Property or any part thereof by fire or any casualty, from the date hereof until delivery of the Deed provided for herein, shall remain on Seller. 
  
 ARTICLE XXX 
 FORCE MAJEURE 
  
 30.1 The parties hereto agree,
in the event the progress of the construction of the renovations to the Hotel Condominium is delayed due directly or indirectly by causes beyond the control of Seller, including without limitation, any of the following: rain, wind, flood and other
acts of God; strikes, lockouts, boycotts or other labor union activities; riots, civil 

  

 22 








 
commotion, or other acts of a public enemy; theft, vandalism, or other tortious or criminal acts of third parties; unavailability of materials, supplies or
labor; imposition of governmental priority or allocations of materials, or other paramount acts of the sovereign; inspections; or changes ordered by inspectors of any public agency, then in such event, any time period or deadline set in this
Agreement for completion of such work (including, without limitation, the Completion Date) shall be extended for a period equal to such delay (or for a longer period, if reasonable under the circumstances, to allow completion of such work). Seller
shall make every reasonable and diligent effort to meet estimated construction schedules, but Seller shall not be obligated to make, provide or compensate for any accommodations or costs to Purchaser as a result of construction delays. Further, such
delays shall not serve to cancel, amend, or diminish any of the Purchaser’s obligations herein undertaken. 
  
 ARTICLE XXXI 
 DEFAULT 
  
 If Purchaser, in breach of provisions of this Agreement, fails to conclude
the transaction described herein, or otherwise fails to comply with any of the requirements on the part of the Purchaser to be performed hereunder, and Seller is capable of performing hereunder, Seller may retain the Deposit together with all
accrued interest, as agreed upon and as liquidated damages as the result of such breach by the Purchaser, whereupon the parties shall be released and relieved of all other and further obligations or liabilities hereunder except for the liabilities
that survive the termination of this Agreement. It is agreed by the parties that such amount being paid to Seller is a fair and reasonable measure of the damages which will be suffered by Seller in the event of such default, the parties recognizing
that Seller will, in such event, have relinquished potential offers from other parties to purchase the property, the parties recognizing that such occurrences cannot be subject to the ascertainment of any exact amount of damages. Said liquidated and
agreed upon damages are, however, bona fide provisions for such and are not a penalty. 
  
 If Seller defaults in the performance of its obligations under this Agreement, Purchaser may elect to receive the return of the Deposit, together with interest accrued thereon, or in the alternative seek specific
performance of this Agreement or, in the case of a breach by Seller of Article VI, to seek damages in the amounts specified therein. Purchaser, at Purchaser’s option and in Purchaser’s sole discretion, may waive any default by Seller and
close pursuant to this Agreement. Purchaser’s remedies for a Seller default under this Agreement are limited to the remedies described in this Article XXXI. If Purchaser elects to seek specific performance of this Agreement such action must be
filed and served on Seller within thirty (30) days of the Closing Date. 
  
 ARTICLE XXXII 
 MISCELLANEOUS 
  
 32.1 Notices. All notices, consents, approvals, waivers and elections which any party shall be required or shall
desire to make or give under this Agreement shall be in writing and shall be sufficiently made or given only when hand delivered, telecopied, or mailed by certified mail, return receipt requested, with proper postage affixed, addressed: 

 

 23 









			
	 As to Purchaser:
	 	 MHI Hollywood LLC
 814 Capital Landing Road

Williamsburg, Virginia 23690
 Attn: Andrew M. Sims
 Telephone: (757) 564-5648
 Fax: (757) 564-8801
 Email: drewsims@mhihospitality.com

		
	 with a copy to:
	 	 Baker & McKenzie
 815 Connecticut Avenue, N.W.
 Suite 900
 Washington, D.C. 20006
 Attn: Thomas J. Egan, Jr., Esq.
 Telephone: (202) 452-7050
 Fax: (202) 452-7093
 Email: thomas.j.egan@bakernet.com

		
	 As to Seller:
	 	 MCZ/Centrum Florida VI Owner, L.L.C.
 c/o MCZ Development, Inc.
 1555 N. Sheffield Avenue
 Chicago, Illinois 60622
 Attn: Brian Niven and Michael Lerner
 Telephone: 312-573-1122
 Fax: (312) 573-1028
 Email:
brianniven@MCZdevelopment.com

		
	 with a copy to:
	 	 Centrum Properties, Inc.
 225 West Hubbard Street
 4th Floor
 Chicago, Illinois 60610
 Attn: Arthur Slaven and
 Mary Koberstein, Esq.
 Telephone: 312-825-2500
 Fax: (312) 923-0984
 Email: aslaven@centrumproperties.com
 Mkoberstein@centrumproperties.com

		
	 and:
	 	 
		
	 	 	 Holland & Knight LLP
 701 Brickell Avenue
 Suite 3000
 Miami, FL 33131
 Attn: William R. Bloom, Esq.
 Telephone: 305-789-7712
 Fax: (305) 789-7613
 Email: william.bloom@hklaw.com


  

 24 









			
	 As Escrow Agent:
	 	 Holland & Knight LLP
 701 Brickell
Avenue
 Suite 3000
 Miami, FL 33131
 Attn: William R. Bloom, Esq.
 Telephone: 305-789-7712
 Fax: (305) 789-7613
 Email: william.bloom@hklaw.com


  
 or to such other address as any party
hereto shall designate by like notice given to the other parties hereto. Notices, consents, approvals, waivers and elections given or made as aforesaid shall be deemed to have been given and received when hand delivered, upon receipt of the telecopy
or on the date of receipt or date delivery is refused if mailed by certified mail, return receipt requested. E-mail addresses are for convenience only and do not constitute proper notice. 
  
 32.2 The validity of this Agreement and all of its terms or provisions, as well as the rights and duties of the parties
hereunder, shall be interpreted and construed to and in accordance with the laws of the State of Florida without regard to principals of conflicts of laws that would direct the application of the laws of any other jurisdiction. Proper venue for any
litigation involving this Agreement shall be in Broward County, Florida. This provision shall survive the termination of this Agreement. 
  
 32.3 Time is of the essence with respect to all matters contained herein. 
  
 32.4 Except as expressly stated in this Agreement to the contrary, any and all covenants, warranties and representations
made in this Agreement and all of the terms and provisions contained in this Agreement shall not survive the Closing and delivery and recording of the deed. The following Sections and Articles of this Agreement shall survive the Closing and delivery
and recording of the deed: Section 5.4; Article XI; Article XII; Article XIII; Article XIV; Article XV; Article XVI; Article XVII; Article XXI, and Article XXIV. 
  
 32.5 The parties hereto agree to execute any and all further instruments and documents and take all such action as may be
reasonably required by either party to effectuate the terms and provisions of this Agreement and the transactions contemplated herein. 
  
 32.6 If any party shall institute legal proceedings against any other party based upon a cause of action arising out of this Agreement, the non-prevailing
party in such proceedings shall pay the costs and expenses incurred by the prevailing party in such proceedings, including reasonable attorneys’ fees and including any and all costs and fees incurred on appeal of any lower court decision. This
provision shall survive the termination of this Agreement. 
  
 32.7 This Agreement constitutes the entire agreement of the parties and the same may not be amended or modified orally. All understandings and agreements heretofore had between the parties are merged in this Agreement which alone fully and
completely expresses their understanding. 
  

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 32.8 Wherever used, the singular number shall include the plural and the plural the singular and the use
of any gender shall include the others. 
  
 32.9 Failure to insist
upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants or conditions nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be
deemed a waiver or relinquishment of such right or power at any other time or times. 
  
 32.10 In the event that any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, said provision shall be given its nearest legal meaning or be
construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 
  
 32.11 The effective date of this Agreement shall be the date when the last of the Seller and Purchaser shall have executed and delivered this Agreement to
the other, which date appears next to their signature (the “Effective Date”). 
  
 32.12 This Agreement may be executed in counterparts by the parties hereto and each shall be considered an original insofar as the parties are concerned but together said counterparts shall comprise only one
Agreement. Fax execution shall be binding upon the parties. 
  
 32.13 [Intentionally Omitted.] 
  
 32.14 All terms,
covenants and conditions contained herein are and shall be binding upon in and or to the benefit of the respective parties hereto and their permitted successors and assigns. 
  
 32.15 Radon is a natural occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines had been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your
County Public Health Unit. 
  
 32.16 Purchaser and Seller each
represent and warrant to the other that there are no real estate brokers, salesmen or finders involved in this transaction If a claim for brokerage in connection with this transaction is made by any broker, salesman or finder claiming to have dealt
through or on behalf of Purchaser, Purchaser shall indemnify, defend and hold Seller and its officers, directors, agents and representatives and any of the brokers (collectively, the “Indemnitees”), harmless from all liabilities,
damages, claims, costs, fees and expenses whatsoever (including reasonable attorneys’ fees and court costs) with respect to said claim for brokerage. If a claim for brokerage in connection with this transaction is made by any broker, salesman
or finder claiming to have dealt through or on behalf of Seller, Seller shall indemnify, defend and hold Purchaser and its officers, directors, agents and representatives and any of the brokers (collectively, the “Indemnitees”), harmless
from all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorneys’ fees and court costs) with respect to said claim for brokerage. This provision shall survive the termination of this Agreement.

  

 26 








 32.17 Assignment. Purchaser may not assign this Agreement without the express consent of Seller,
which may be withheld in such Seller’s sole and absolute discretion. Seller may not assign this Agreement without the express consent of Purchaser, however, Purchaser’s consent shall not be required (i) in connection with the sale of
the entire Project provided the purchaser of the Project is the assignee of this Agreement and is required to provide Purchaser with all of the rights granted Purchaser hereunder or (ii) in connection with the sale of the entire Hotel
Condominium provided the purchaser of the Hotel Condominium also acquires or obtains an easement in respect of a portion of the Land of sufficient size such that the Temporary Function Space may be located and operated thereon and such purchaser is
the assignee of this Agreement and is required to provide Purchaser with all of the rights granted Purchaser pursuant to this Agreement. 
  
 32.18 WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
  
 32.19 This Agreement shall constitute Purchaser’s subscription to membership in the Condominium Association and its agreement to take title to the
Hotel Unit subject to, and to fully perform, each of the obligations and responsibilities imposed upon him as a member of the Condominium Association and the Master Association as set forth in the Condominium Documents, and Master Association
Documents. 
  
 32.20 No lien shall arise as a result of this
Agreement on any monies deposited hereunder and this Agreement shall be subject and subordinate to any mortgage now or hereafter placed upon the Property by Seller. Seller may record all documents relating to the Hotel Condominium Property as the
Seller deems appropriate. 
  
 32.21 As long as Seller or any
nominee of Seller owns any Unit in the Condominium, Seller and/or its said nominees shall, for the purpose of completing the sale and promotion of the Hotel Condominium, have full right and authority to maintain or establish at the Hotel Condominium
Property models, sales offices, and advertising signs and banners, if any, and lighting in connection therewith, together with the right of ingress and egress and transient parking therefore through the common elements, and to have its employees
present on the premises to show Units, use the common elements and, without limitation, to do any and all other things necessary or appropriate to sell or lease units, all without charge or contribution; provided, however, that said activities shall
be carried on in such manner as will not unreasonably interfere with the Unit Owners’ enjoyment of their property. This clause shall survive the closing contemplated herein and delivery of the special Warranty Deed to the Purchaser. 

 
 32.22 Purchaser acknowledges that nominees of Seller will be acting as
officers and directors of the Association and are authorized by Purchaser to act for and on behalf of the Condominium Association in entering into any and all agreements as are provided in or contemplated by this Agreement. Purchaser expressly
waives all objections to such dealing and transactions and hereby ratifies, approves and confirms the same. 
  

 27 








 32.23 Whenever this Agreement shall require the Seller to complete an item of construction, unless
provided specifically to the contrary herein, such item shall be deemed complete or substantially complete when so complete in the sole opinion of the Seller. 
  

32.24 Purchaser herein specifically grants authority to the Seller to file and place among the public records of Broward County, Florida, all documents
and papers required to be filed by Florida Statutes in order to legally create and maintain the existence of the Hotel Condominium. 
  
 IN WITNESS WHEREOF, the parties have set their hands and respective seals to be attached hereto on the day and year first above written. 
  

									
	Signed, sealed and delivered in the presence of:	 	 	 	SELLER
				
	 	 	 	 	 	 	 MCZ/CENTRUM FLORIDA VI OWNER, L.L.C.,
 an
Illinois limited liability company

				
	  

	 	 	 	By:	 	  


	Print Name:	 	  

	 	 	 	 	 	Manager
			
	
	 	 	 	Date Executed: August     , 2005.
	Print Name:	 	  

	 	 	 	 
				
	 	 	 	 	 	 	PURCHASER:
				
	 	 	 	 	 	 	 MHI HOLLYWOOD LLC,
 a Delaware limited
liability company

				
	  

	 	 	 	By:	 	 /s/ Andrew M. Sims


	Print Name:	 	  

	 	 	 	 	 	 Andrew M. Sims
 Manager

			
	  

	 	 	 	Date Executed: August     , 2005.
	Print Name:	 	  

	 	 	 	 

  

 28 








 RECEIPT 
  
 The undersigned Escrow Agent hereby agrees to act as escrow agent pursuant to the terms of this Agreement. 
  

			
	ESCROW AGENT:
	
	HOLLAND & KNIGHT LLP
		
	By:	 	 /s/ William R. Bloom


	 	 	William R. Bloom


  

			
	Date Executed:	 	  




  

 29 








 LIST OF EXHIBITS 
  

			
	Exhibit A	  	Description of Land
	Exhibit B	  	Site Plan
	Exhibit C	  	Plans for Hotel Condominium
	Exhibit D	  	Personal Property
	Exhibit E	  	Title – Permitted Exceptions
	Exhibit F	  	Form of Franchisor’s Comfort Letter
	Exhibit G	  	Form of License Agreement
	Exhibit H	  	Design Criteria
	Exhibit I	  	Rental Program Criteria
	Exhibit J	  	Location of Temporary Function Space
	Exhibit K	  	Pre-Opening Budget

  

 30 








 EXHIBIT “I” 
  
 Crowne Plaza 
 Hollywood, Florida 
  
 Proposed Rental Program
Revenue Split 
 July 15, 2005 
  

							
	Level

	 	Description

	 	Restrictions

	 	Revenue Split


	#1	 	365 Day Commitment	 	First 100 Owners	 	55% to Owner
				
	#2	 	330 Day Commitment
No more than 7 days use 12/15-5/1	 	None	 	50% to Owner
				
	#3	 	330 Day Commitment
No more than 14 days use 12/15-5/1	 	None	 	45% to Owner
				
	#4	 	330 Day Commitment
No more than 21 days use 12/15-5/1	 	None	 	40% to Owner
				
	#5	 	300 Day Commitment
No more than 21 days use 12/15-5/1	 	None	 	35% to Owner

  
 The foregoing revenue splits are
subject to adjustments by the parties based upon the net rental revenue definitions to be negotiated by the parties as part of the Rental Program Agreement. 
  

 31