Licensee owns the Land, on which the Hotel and the Residential Project sit.

Licensee shall offer the Residences for sale to the public as individual luxury lifestyle units, and Residence Owners will be offered the opportunity to participate in the Rental Program.

Licensor is a professional management and brand affiliation company with experience in the marketing, licensing, management and operation of hotels, resorts, serviced apartments and branded residences.

Licensee shall, in accordance with Legal Requirements, submit the Residential Project to a condominium regime and form Association, to which all Residence Owners shall belong, and which will have the power to act on behalf of the Residence Owners. Upon its incorporation, Association shall enter into the Residential Management Agreement with Licensee and Licensor.

On or about the Effective Date, Licensor (or an Affiliate) and Licensee have entered into the Hotel Management Agreement and the Hotel and Residential Consultancy Services Agreement.

Licensee desires to obtain, and Licensor wishes to grant, a limited, non-exclusive license to use the Licensed Marks solely in connection with Sales & Marketing Activities on the terms of this Agreement.

Grant

Licensor grants to Licensee a limited, non-exclusive, non-transferable and non-sublicensable license to use the Licensed Marks solely in the Territory and the Sales Territory strictly for the purpose of carrying out the Sales & Marketing Activities on the terms in this Agreement (“License”).

Licensee acknowledges that Licensor does not own the trademark registration for the Licenced Marks throughout the Sales Territory and Licensor makes no representation regarding the use by or on behalf of Licensee or any of its Affiliates of the Licensed Marks outside of the Territory. Licensee releases Licensor and its Affiliates from all Claims arising from or relating to the use by or on behalf of Licensee or any of its Affiliates of the Licensed Marks outside of the Territory. Licensee agrees to indemnify, hold harmless and defend (by counsel of Licensor’s choice) Licensor and its Affiliates from and against any Claims brought by third parties against Licensor or its Affiliates arising out of the use by or on behalf of Licensee or any of its Affiliates of the Licensed Marks outside of the Territory. This clause 1.1(b) will survive expiration or termination of this Agreement.

Licensee undertakes that any use of the Licensed Marks and the carrying out of the Sales & Marketing Activities shall at all times be in accordance with any applicable Legal Requirements, including regarding securities, financial services and the sale of real estate laws and regulations.

Licensee acknowledges that, subject to the Radius Restriction set forth in Clause 33 of the Hotel Management Agreement, Licensor and its Affiliates are not subject to any territorial restriction for Licensee’s benefit and have the unconditional right to use, and license to others to use, the Brand, Licensed Marks and/or any other names, trademarks or service marks in connection with the development, construction, promotion, marketing, ownership, sale, leasing, acquisition licensing, management or operation of any hotel, residences, units, apartment or villas in the Territory, Sales Territory or elsewhere, regardless of its proximity to the Residential Project. Licensor and its Affiliates reserve all the rights in the Brand and the Licensed Marks which are not expressly granted to Licensee under this Agreement. Licensee acknowledges that Licensor and its Affiliates may exercise such rights without notice to Licensee. For the avoidance of doubt, the terms of this Agreement do not reduce or restrict Licensee’s rights under clause 33 of the Hotel Management Agreement.

Licensee acknowledges and agrees that no Residence Owner shall have any right or claim to the use of the Licensed Marks under this Agreement.

Use of Licensed Marks

For so long as this Agreement and the Residential Management Agreement are in effect, the Residential Project shall be known as and identified by the Residential Project Name, with any additional local or geographic reference Licensor requires from time to time.

Notwithstanding any other provision of this Agreement, Licensor may modify any part of the Licensed Marks (including the Brand, any logo or similar) and the Standards, from time to time and may require Licensee to conform the Sales & Marketing Materials to such modified brand..

The Residential Project Name shall be used in any onsite signage at the Project for identification purposes. Licensee shall not use any other names or trademarks to identify the Residential Project without Licensor's approval (in its sole discretion).

Licensee acknowledges and agrees that:

all rights, title and interest to the Licensed Marks shall, in all circumstances, remain the exclusive property of the Manager Group;

any continued use of the Licensed Marks under this Agreement is strictly on the basis that the Residential Project complies with the Standards at all times and use by Licensee shall inure solely to the benefit of Licensor; and

except as expressly set out in this Agreement, no right, title or interest in any of the Licensed Marks, whether before or after the expiration or termination of this Agreement, is conferred on Licensee, or any person claiming through Licensee (including for the voidance of doubt, and Residence Owner or Association).

Licensee represents, warrants and covenants that Licensee shall not:

use the Licensed Marks except by making references to the Licensed Marks in the Marketing Materials and Residential Project Materials (in each case as approved by Licensor) in accordance with the terms this Agreement;

use the Licensed Marks in or as part of the Governing Documents;

use the Licensed Marks:

in or as part of Licensee's or any of its Affiliates’ marketing or signage of any other project or of any other component of the Residential Project other than as specified in this Agreement; or

in any way as to cause confusion as to whether any development, other than the Residential Project, is covered by the Licensed Marks;

use or register, or permit or authorize any other Person to use or register, the Licensed Marks, or any other names or trademarks of the Manager Group (including the Brand or anything that resembles or is deceptively or confusingly similar) in any domain name, website, social media, internet address, company name or other registered name, or in connection with any other activity or business other than as provided in this Agreement, without Licensor's approval (in its sole discretion) and in accordance with clause 4.1(f);

apply for international or national registration of any Licensed Marks (or anything that resembles or is deceptively or confusingly similar to the Licensed Marks);

do or permit anything which shall denigrate, adversely affect or bring into disrepute the Brand, the Standards or the Residential Project;

sublicense any of the rights granted to Licensee under this Agreement to any Person, and in particular shall not permit any Residence Owners to market, dispose by way of sale or otherwise, of a Residence under the Brand; or

market or sell the Residences using the Licensed Marks other than as permitted in this Agreement.

Licensee shall immediately notify Licensor of any infringement, objection to use, litigation filed, or threatened to be filed, against Licensee, Licensor or the Residential Project involving the Licensed Marks (including any third-party infringement of the Licensed Marks) of which Licensee becomes aware.

Licensee shall fully cooperate with Licensor in:

the protection, defence and registration of the Licensed Marks, and execute, acknowledge and deliver all documents as may be necessary or desirable to enable Licensor to protect, defend or register any of the Licensed Marks; and

any proceedings relating to the protection, defence and registration of any of the Licensed Marks, and execute, acknowledge and deliver any documents or pleadings required for such purpose.

Any decisions regarding the protection, defence or registration of the Licensed Marks, including any objection, allegation, controversy, litigation, administrative proceeding, prosecution, negotiation and settlement involving the Licensed Marks, shall be made in the sole discretion of Licensor and Licensee shall not take any actions in this regard without the consent of Licensor. If Licensee is not in default of the terms of this Agreement, Licensee will not be liable for any costs or litigation under this clause 2.4, and Licensor will promptly reimburse Licensee for Licensee’s reasonable pre-approved out of pocket costs related to its cooperation under this clause 2.4.

The terms of this clause 2 shall survive Termination.

Sales & Marketing Plan

At least 90 days prior to the proposed commencement of any Sales & Marketing Activities, Licensee shall prepare and submit to Licensor a draft Sales & Marketing Plan for Licensor’s comments and approval.

Once approved by Licensor, the draft Sales & Marketing Plan shall be referred to as the “Approved Sales & Marketing Plan”. Any changes to the Approved Sales & Marketing Plan shall be subject to Licensor’s approval. Thereafter, Licensee shall provide to Licensor an update to the Approved Sales & Marketing Plan at least 60 days prior to the commencement of each calendar year.

Sales & Marketing Standards

Licensee shall, at its cost, conduct the Sales & Marketing Activities:

in compliance with Legal Requirements (including when making any reference to the Rental Program, the Approved Sales & Marketing Plan, any Sales & Marketing Guides, the Standards and this Agreement; and

in a high-quality, professional and courteous manner so as not to damage or negatively impact the reputation or image of Licensor, the Licensed Marks or the Brand

Licensee shall not transmit materials, communications or documents related to Sales & Marketing Activities to or in any place whether by mail, telephone, electronic means or otherwise; except in the Territory and the Sales Territory or to Persons present in the Territory or Sales Territory (in each case subject to Legal Requirements).

Licensee's Sales & Marketing Team

The Sales & Marketing Team shall be subject to Licensor’s approval and no other Person will be permitted, directly or indirectly to carry out any Sales & Marketing Activity other than the Sales & Marketing Team.

Licensee shall provide appropriate training, or ensure that appropriate training is provided, to the Sales & Marketing Team to ensure compliance with this Agreement including with the Sales & Marketing Standards. Licensor may require, at Licensee's cost, that the Sales & Marketing Team complete an initial orientation course and an annual update course on the Brand and the Standards.

Licensee shall not, and shall ensure that the Sales & Marketing Team shall not, implicitly or explicitly, represent to any offeree or purchaser of any Residences that:

Licensor or any of its Affiliates is involved with the Residential Project, including as a partner, co-developer, co-seller, co-issuer, co-venturer, sponsor, promotor or endorser, except as licensor and manager of the Residential Project; or

they are employees of, or represent, or act on behalf of Licensor (or any of its Affiliates).

Restrictions on Sales

Licensee shall not sell or lease any Residence (including any instalment sale or financing transaction that is in substance a sale or lease of a Residence) or market any Residence other than on an arm's-length basis consistent with then-prevailing market terms and pricing for luxury lifestyle units substantially similar to the Residences.

Licensee shall not sell or lease any Residence to a Sanctioned Person and will adopt appropriate practices and procedures to ensure that no such sales occur.

Licensee shall ensure that no Residence Owner or any Related Party of any Residence Owner (including Affiliates) acquires more than ten Residences without Licensor’s approval.

Licensee shall not sell any Residence to any timeshare, vacation ownership, vacation club, destination club, fractional or shared ownership or similar enterprise.

Licensee shall not, and shall ensure that all Residence Owners shall not use, enable or make available any Residence under, with, or to, as applicable, any:

timeshare, fractional ownership, interval exchange;

vacation club, destination club, vacation exchange company, membership club;

homeowner exchanges with other resorts or through homeowner exchange platforms (other than as approved by Licensor in advance in its sole discretion); or

other plans or arrangements which makes any Residence available as a short-term or vacation rental through any listing service, including without limitation, Airbnb or Vrbo, unless Licensor agrees to include the Residential Project in one of Manager’s Group owned private homeowner exchange programs.

Licensee shall not, and shall cause its Affiliates, agents, employees, and Sales & Marketing Team not to:

offer any guaranteed returns, estimates, forward returns, future or forecast revenue or income projections or indications of any potential capital growth in relation to the marketing or sale of any Residence or in carrying out any Sales & Marketing Activities or with respect to the Rental Program;

undertake or permit any action in connection with Sales & Marketing Activities that would cause any of such activities to constitute a private or public offer of securities or breach any Legal Requirements; or

communicate that any return to a Residence Owner under the Rental Program is based on a pooled income.

Licensee Responsible for all Sales & Marketing Activities

Licensee acknowledges and agrees that, subject to the terms of this Agreement, Licensee has the sole responsibility for the manner and means by which any Sales & Marketing Activities are carried out, and all activities performed, and actions taken in connection with the Approved Sales & Marketing Plan.

Licensee acknowledges and agrees that no promotion, advertising, marketing, offering for sale, pre-sales or sales activity of any nature relating to the Residential Project or Residences may be carried out directly or indirectly by it or on its behalf other than Sales & Marketing Activities expressly permitted pursuant to this Agreement.

Licensee represents, warrants and covenants that:

the solicitation of prospects, marketing and sale of Residences shall comply with all Legal Requirements;

Licensee holds (or shall hold prior to commencing any Sales & Marketing Activities) and shall maintain throughout the Term, in each case, all Approvals required by Legal Requirements for:

the development and operation of the Residential Project;

the carrying out the Sales & Marketing Activities in the Territory and Sales Territory; and

the sale the Residences to potential purchasers under any applicable securities, financial services or the sale of real estate laws and regulations; and

it shall take all actions at its cost required to:

obtain and maintain all Approvals that may be required to be maintained under Legal Requirements with respect to the rights and obligations under this Agreement and in relation to the Residential Project;

ensure, by engaging qualified legal counsel experienced with Legal Requirements relating to securities, financial services and the sale of real estate, that the Rental Program and all related documents comply with all Legal Requirements prior to submitting these to Licensor for approval;

prepare and submit any filings required under the Legal Requirements with respect to this Agreement;

record, or terminate the recordation of this Agreement with the appropriate Governmental Authorities; and

reimburse Licensor for all costs (including recording fees) incurred by Licensor in connection with the registration and termination of this Agreement.

Licensee represents and warrants that, as at the Effective Date, neither Licensee nor any of its Affiliates has commenced any Sales & Marketing Activities (nor any promotion, advertising, marketing, offering for sale, pre-sales or sales activity of any nature relating to the Residential Project or Residences) and no Residence has been sold or is subject to any binding or non-binding reservation agreement or expression of interest.

Upon notice from Licensor that any component of the Residential Project, the Rental Program or related documents, any sales centre, any of the Marketing Materials or any promotional, marketing, advertising or sales practices being used by Licensee or any Affiliate (or any of the Sales & Marketing Team) in the Sales & Marketing Activities does not meet the Sales & Marketing Standards, may not be in compliance with Legal Requirements, or otherwise may breach the terms of this Agreement, Licensee, at its expense, shall:

immediately cease and desist any activity that Licensor determines to be inconsistent with the Sales & Marketing Standards or this Agreement; and

promptly take all such other actions requested by Licensor.

Marketing Materials

All Marketing Materials, including any social media and digital marketing in relation to the sale of the Residences or utilizing any Licensed Marks, Brand or Residential Project Name:

are subject to Licensor's prior review and approval (in its sole discretion); and

must comply with the Sales & Marketing Standards.

Licensee will make such changes and modifications to the Marketing Materials required by Licensor and will immediately stop using Marketing Materials for which Licensor withdraws its approval. Licensor may withhold or withdraw its approval, in its sole discretion, with respect to Marketing Materials which include the Licensed Marks, describe Licensor and Licensee's relationship, or which Licensor reasonably believes are detrimental to the goodwill associated with the Brand, or are inconsistent with the Sales & Marketing Standards or the terms of this Agreement.

Licensor shall review and approve or disapprove any of the Marketing Materials (including any modifications thereto) within 15 Business Days after receipt by Licensor.  If Licensor does not approve or disapprove any such items in writing or provide written comments to Licensee within 15 Business Days after receipt, the items submitted shall be deemed to be disapproved. If any Marketing Materials or other items submitted to Licensor are disapproved, Licensor shall provide reasonable detail regarding the reasons for such disapproval, and Licensee may revise and modify such items to comply with the requirements of Licensor and shall resubmit such items to Licensor for approval pursuant to this clause 3.6(c).

All Marketing Materials distributed or made available to any third parties shall include the disclaimers as set out in Schedule 3.

Imagery

To the extent that any Sales & Marketing Activities commence prior to the Residential Project Opening Date, Licensee must, at its expense, engage an agency (approved by Licensor) to produce professional quality computer generated images, videos and renderings of the Residential Project appropriate for marketing luxury lifestyle branded residences and consistent with the Sales & Marketing Standards. Licensee shall secure for Licensor, at Licensee’s cost, the right to use such images, videos and renderings in print and digital media, including for Licensor's website and social media.

Within 30 days after the Residential Project Opening Date, Licensee shall, at Licensee’s cost:

procure a professional photo and video shoot to create imagery appropriate for marketing of the Residential Project and consistent with the Sales & Marketing Standards; and

appoint a third party agency approved by Licensor to produce a lifestyle video of the Residential Project.

Review, Approval and Use of Residential Project Materials

Prior to their distribution or release to any third parties (including, Governmental Authorities and prospective Residence Owners), Licensee at its expense shall prepare the Residential Project Materials and submit such items (including any modifications thereto) to Licensor for its review and approval.

Licensee will make such changes and modifications to the Residential Project Materials required by Licensor and will immediately stop using Residential Project Materials for which Licensor withdraws its approval. Licensor may withhold or withdraw its approval, in its sole discretion, with respect to Residential Project Materials which include the Licensed Marks, describe Licensor and Licensee's relationship, or which Licensor reasonably believes are inconsistent with the Sales & Marketing Standards or the terms of this Agreement.

Licensor reserves the right to perform any of its duties and obligations hereunder by contracting with or delegating to any of Licensor's Affiliates, or by contracting with third parties; provided, however, that Licensor shall remain responsible to Licensee for the performance of such duties and obligations.

Licensee expressly acknowledges that in reviewing and approving the Residential Project Materials Licensor has no liability to Licensee in respect of the Residential Project Materials and in particular is not confirming compliance with Legal Requirements, which shall be the sole responsibility of Licensee.

Notwithstanding anything to the contrary herein, neither Licensor nor any of its Affiliates shall perform or be deemed to perform any activities or provide any information or materials that would require Licensor or any of its Affiliates to register as a “dealer” or an ”investment advisor” under Legal Requirements, or to obtain a real estate broker's or salesperson's license in the Territory or Sales Territory.

If Licensee intends to create a website or use social media for the Residential Project, Licensee shall do so in coordination with Licensor or a design firm or agency approved by Licensor and any content accessible on the Residential Project website or via social media, shall be deemed to be Marketing Materials and subject to Licensor's prior review and approval (in its sole discretion). Licensee shall ensure that:

the design and content of the Residential Project website and any social media, any proposed changes thereto, comply with all Legal Requirements;

the operation of the website and use of social media for the Residential Project and the use of any consumer information derived therefrom comply with all Legal Requirements; and

advertisement and marketing of the Residential Project website uses a uniform resource locator (URL) approved by Licensor (in its sole discretion).

Purchaser's Acknowledgment and Disclaimers

Licensee shall ensure that each Residence Owner, at the time they enter into a Purchase Contract for a Residence, signs the Purchaser’s Acknowledgment as set out in Schedule 4 and Licensee shall promptly provide a copy of such signed Purchaser’s Acknowledgment to Licensor.

Licensor shall have the right to modify the Purchaser’s Acknowledgement and disclaimers (including those in Schedule 3 and Schedule 4) from time to time upon notice to Licensee.

Licensee acknowledges that Licensor shall have the right to review and approve the Governing Documents and Purchase Contract (including any modifications to any of the foregoing). Licensee shall deliver to Licensor for its approval the initial Governing Documents and any modifications no later than 60 days before the earliest to occur of: (i) date the declaration of Association or similar document (such as, articles of association or articles of incorporation) is filed; and (ii) the date the proposed Governing Documents and Purchase Contract are delivered to a prospective purchaser of a Residence. Upon Licensor's approval of the Governing Documents and Purchase Contract and any modifications thereto, Licensee shall not:

take any action or exercise any rights that would affect Licensor's or its Affiliates' rights or obligations under the Residential Agreements, Governing Documents or Purchase Contract; or

amend or modify any provision of the Governing Documents or Purchase Contract relating to the requirements set forth in the Residential Agreements,

Licensee shall, in its capacity as the current owner of the Residences and the Residential Project, as soon as permitted under Legal Requirements and prior to the Residential Project Opening Date, execute and record the Governing Documents, including such documents binding on future owners and operators of the various components of the Residential Project, as may be necessary or desirable in Licensor's judgment and in compliance with Legal Requirements, the Standards, this Agreement and the Residential Management Agreement to ensure that such owners and operators are similarly obligated to construct, operate and maintain the portions of the Residential Project owned or controlled by each such Person to the Standards and consistent and compatible with, and as otherwise required by, this Agreement and the Residential Management Agreement

Licensee shall take such action or exercise such rights under the Governing Documents and as applicable the Purchase Contract (through exercise of voting rights, enforcement of remedies or otherwise) as may be necessary or desirable in order to ensure that each component of the Residential Project is constructed, maintained and operated in accordance with the Standards and the requirements of this Agreement and the Residential Management Agreement. Without limitation, Licensee shall exercise all voting or other rights afforded under the Governing Documents and Purchase Contract to appoint and to approve any renewal appointments of Licensor.

Licensee shall provide Licensor with copies of all Governing Documents and Purchase Contract (as well as any modifications thereto) promptly upon their finalization, modification, execution or adoption.

there is an Approved Sales & Marketing Plan;

Licensor has approved all Residential Project Materials that will be used as part of the Sales & Marketing Activities;

Licensor has approved the Governing Documents, the Purchase Contract and any reservation agreement;

Licensor has approved the Sales & Marketing Team in accordance with clause 3.3;

all required Approvals are in place for the development of the Residential Project and the Rental Program and the commencement of the Sales & Marketing Activities in the Territory and the Sales Territory; and

there are no amounts due and payable to Licensor under any Residential Agreements and which remain outstanding at the relevant time (including the Brand Commitment Fee and any Licensor Legal Costs).

Licensor may, in its discretion, at Licensee’s cost,  through its employees, agents or representatives provided that such monitoring and access rights are exercised in a reasonable manner and not in an excessive or abusive manner:

monitor, and cause independent third parties to monitor, Sales & Marketing Activities, including use of “secret shoppers”, to ensure compliance by Licensee with the Sales & Marketing Standards and this Agreement; and

enter the Residences and any other area of the Residential Project, to determine whether the Residential Project and Licensee are in compliance with this Agreement and any other Residential Agreements.

Such monitoring and visits may be announced or unannounced but shall be done in such a manner as not to unreasonably interfere with the operations conducted at the Residential Project. Licensee shall cooperate with Licensor as reasonably requested by Licensor to facilitate such monitoring and visits, which may include, by way of example, inspections of Sales & Marketing Activities at or related to the Residential Project and any sales centre(s).

all Residence Owners agree not to enter into any Letting Arrangements for their Residences with a term of less than 12 consecutive months other than through the Rental Program;

the Purchase Contracts and Governing Documents shall include restrictions prohibiting all Residence Owners from entering into any Letting Arrangements for their Residences with a term of less than 12 consecutive months other than through the Rental Program;

each Residence Owner participating in the Rental Program purchases a Licensor approved furniture package for its Residence; and

Licensee has complied with its obligations under this Agreement, including complied with Legal Requirements, specifically set out in clauses 3.4(f) and 3.5(c).]

Reporting

On or before the 15^th day of each calendar month during the Term, commencing with the month following the month in which Sales & Marketing Activities commence, Licensee shall deliver to Licensor a Monthly Report.

Licensor has the right, through its authorized agents, representatives or accountants, to verify the information contained in any Monthly Report at any time on reasonable prior notice to Licensee and Licensee shall provide Licensor with access to its documents, books and records as Licensor may reasonably require for this purpose. The cost and expense of any such audit shall be borne by Licensee.

Licensee shall ensure that Licensor and its Affiliates may use the Residences Data for the purposes of the Residential Agreements.

Brand Commitment Fee

Brand License Fee

Licensee shall pay Licensor the Brand License Fee, in addition to the Brand Commitment Fee and any other fees and payments to which Licensor may be entitled under this Agreement.

The Brand License Fee is paid by Licensee to Licensor as follows:

50% upon receipt by Licensee of any deposit of at least 20% of the applicable purchase price of any Residence; and

the remaining 50% immediately upon the earlier of the sale and closing of each Residence, or, as applicable, the receipt of any lease, as applicable,

Leasing License Fee

Notwithstanding any other provision of this Agreement, Licensee shall not rent or lease any Residence, except pursuant to the Rental Program or a program and parameters approved and administered by Licensor, which may include restrictions on the period during which any such activity may be undertaken.

Should Licensee wish to rent or lease any of its unsold inventory (“Licensee Inventory”) and does not want to place these in the Rental Program (“Independent Lease”), Licensee shall pay to Licensor an amount equal to the Leasing License Fee for each Independent Lease. The Leasing License Fee shall be paid to Licensor on or before the 15th day of each month based on the Gross Rental Revenue received by Licensee or its Affiliates or agents during the immediately preceding month for the Independent Lease. The minimum term of any Independent Lease shall be 12 consecutive months, unless mutually agreed by the Parties and permitted by the Governing Documents. If any Licensee Inventory is sold, the Brand License Fee will be payable in respect of the Gross Sales Revenue relating to such sale.

Reimbursables

In addition to paying the Brand License Fee, the Leasing License Fee and the Brand Commitment Fee, Licensee shall reimburse Licensor for all Reimbursables.

Licensor shall submit to Licensee regular payment requests (upon incurring Reimbursables), including:

a statement all Reimbursables incurred by Licensor during the relevant period, to the extent not previously submitted for payment; and

reasonable evidence and details for the Reimbursables submitted.

Licensee shall pay to Licensor the total amount requested by Licensor within 30 days after Licensor's submission of such request for payment. Licensee expressly acknowledges that the Reimbursables may include costs and expenses incurred for either or both of:

the exclusive benefit of the Residential Project; or

an equitable portion of any Reimbursables to the extent reasonably incurred for the benefit of the Residential Project and one or more other Brand Properties provided that any such allocation shall be made on a fair and reasonable basis, and that Licensor shall provide reasonable detail supporting such allocation to Licensee upon request.

Licensee's Continuing Obligations

after (and even though) control of the Residential Project has vested to Association; and

after Termination with respect to any Purchase Contracts entered into before Termination.

Licensee must pay to Licensor (or its Affiliate, as applicable) any VAT payable by Licensor as a consequence of any supply of goods or services made by Licensor (or its Affiliate, as applicable) to Licensee under or as contemplated by this Agreement.

All payments and reimbursements due to Licensor (or its Affiliate, as applicable) shall be made by Licensee without set off or counterclaim and without reduction for taxes (whether income, withholding, value added and/or any other taxes) or deductions imposed by any Governmental Authority or any Legal Requirement, or bank or other charges.

If Licensee is required by any Legal Requirement to make a Withholding or otherwise, it shall promptly inform Licensor on becoming aware of this requirement and the sum due to Licensor (or its Affiliate, as applicable) shall be increased such that Licensor (or its Affiliate, as applicable) receives a net amount equal to the sum which Licensor (or its Affiliate, as applicable) would have received had no such Withholding been required to be made.  Licensee shall deliver to Licensor (or its Affiliate, as applicable) within 30 days after it has made such Withholding an original official receipt issued by the applicable authority evidencing payment to such authority of all amounts so required to be deducted or withheld.

Each Party is responsible for paying all taxes in the nature of corporate income taxes on all amounts received by that Party under this Agreement.

Licensee is responsible for the payment of all stamp duty or any other taxes linked to the transfer of land or property arising out of this Agreement.

Licensee shall, when due, make all tax reporting, tax declaration and payments directly to the applicable Governmental Authority in accordance with applicable Legal Requirements. Any interest and/or penalty that may be assessed or levied in connection with this Agreement by a Governmental Authority as a result of Licensee's non-tax compliance shall be borne by Licensee. Within 14 days after Licensor's request, Licensee shall provide Licensor with official certificates of tax payments issued by the applicable Governmental Authority evidencing that Licensee has fulfilled its tax and statutory compliance and obligations in connection with this Agreement and Legal Requirements.

The terms of this clause 11 shall survive Termination.

If permitted by Legal Requirements, Licensee may use any deposits or instalment payment received from any purchaser of a Residence prior to Closing to fund the construction of the Residential Project and related infrastructure and associated costs (but not for corporate overhead including salaries, professional fees, marketing or soft costs) if the following conditions have been met:

closing on construction financing has occurred,

Licensee has disclosed such use in writing to the purchaser in the relevant Purchase Contract and in the Governing Documents and the purchaser must agree in writing to an absolute and unconditional disclaimer and release of liability of Licensor and its Affiliates, employees, agents, directors, officers and members in connection with the use of the purchaser's deposits or instalments; and

Licensee has

put in place insurance (where Licensor must be a named insured party), at its cost, in such amount, on such terms (including the amount of the deductible or excess) and with such insurer as Licensor approves, or

provided a suitable corporate guarantee (as approved by Licensor), to the relevant purchaser

Licensee shall establish and maintain (at its cost) immediately after the first Closing of a Residence and for a period equal to the duration of the applicable statute of limitations for construction defects under Legal Requirements in the Territory, a construction defect reserve account with a bank reasonably acceptable to Licensor, in the amount equal to 2% of the Gross Sales Revenue and on such terms as the Parties shall agree, as a reserve against construction defect claims with respect to the Residential Project. Alternatively, Licensee may (at its cost) obtain insurance to cover this risk, in such amount, on such terms (including as to the deductible or excess) and with such insurer as approved by Licensor. If both the construction defect reserve and the insurance as mentioned above are not available in the Territory, the Parties agree to establish a suitable alternative to achieve the same purpose. This clause 12.2 shall survive Termination.

Licensee shall:

cause Association to be created in accordance with Legal Requirements;

procure that Association will adopt and deliver to Licensor the Governing Documents, as approved by Licensor in accordance with clause 6(c), upon the incorporation of the Association;

procure that Association will timely file and record the Governing Documents in the land registry or other place of official record in accordance with Legal Requirements; and

procure that within 30 days after creation of Association, Association enters into the Residential Management Agreement with Licensee and Licensor.

If Licensee does not comply with clause 13.1 or Association does not comply with the requirements of clause 13.1, Licensor shall have the right, but not the obligation, to terminate this Agreement, without any liability to the Residence Owners, Association or Licensee, pursuant to clause 14.2. This right to terminate shall be in addition to any other rights and remedies available to Licensor under this Agreement or (subject to the provisions of this Agreement) at law and/or in equity. Any reinstatement rights set forth in any Residential Agreements shall apply to this Agreement and are hereby incorporated by reference.

Term

Default & Termination Rights

Subject to clause 14.2(c), following a Default and provided the Default continues for a period of 30 days (or such longer period as clause 14.2(b) allows) after service of a notice by the non-defaulting Party requiring the defaulting Party to remedy the Default, the non-defaulting Party may terminate this on 30 days’ written notice.

Subject to clause 14.2(c), to the extent that a Default is able to be cured, but not reasonably within such 30 day period, the period shall be extended to such longer period as is reasonable (but not exceeding 90 days in total) to enable the Default to be cured provided that the defaulting Party shall have commenced curing such Default within such 30 day period and continues to proceed with curing such Default diligently.

Notwithstanding clauses 14.2(a) and 14.2(b), in the event of an Insolvency Default, the non-defaulting Party may, subject to compliance with application Legal Requirements in the Territory, terminate this Agreement on 7 days’ prior written notice on the Defaulting Party.

Licensor in its discretion may require a shorter cure period of at least three (3) days  if the Default by Licensee would expose Licensor to an imminent risk of liability or material damage to the Brand or goodwill associated therewith, provided, however, that such cure period shall be subject to extension for so long as Licensee is diligently pursuing cure of such Default with commercially reasonable best efforts, as reasonably demonstrated to Licensor in writing.

Licensee acknowledges and agrees that, in the event of any Default (including failure to pay any amounts to Licensor (or its Affiliates) under this Agreement) which Licensee fails to rectify as provided above following written notice from Licensor, Licensor, in its discretion and in addition to any other rights of Licensor pursuant to this Agreement or any Legal Requirements, may suspend all or part of its services under this Agreement for as long as such Default continues after expiration of the applicable cure period. Licensor will not be deemed to be in default as a consequence of the exercise of its rights under this clause 14.2(e);

Licensee acknowledges and agrees that any breaches of the Hotel and Residences Consultancy Services Agreement by Licensee constitutes a Default under this Agreement if such Default is not cured within the periods provided under such agreement.

Licensee acknowledges and agrees that any breaches of the Residential Management Agreement by Licensee, and if such default is not cured within the periods provided under such agreement, shall constitute a Default under this Agreement.

Licensee acknowledges that if a Default occurs relating to Licensee's use of the Licensed Marks or any use by Association of the Brand or any Licensed Marks, Licensor would be irreparably and immediately harmed and could not be made whole by monetary Damages alone. Accordingly, Licensee shall not oppose Licensor's request:

for or the granting of injunctive relief without proof of actual Damages to prevent a Default or a threatened Default by Licensee and to compel specific performance; and

that Licensor shall not be required to post a bond or other security with respect to obtaining injunctive relief.

Any default by Licensee or any of its Affiliates under and as defined in any of the Residential Agreements shall be a Default by Licensee under this Agreement after expiration of the applicable cure period.

Licensee acknowledges that any breach of this Agreement which remains uncured after written notice and expiration of the applicable cure period by Licensee occurs relating to Licensee's (i) use of unapproved Marketing Materials or Residential Project Materials; (ii) breach of Sales & Marketing Standards; (iii) commencement of unapproved Sales & Marketing Activities using the Licensed Marks or Brand; (iv) failure to provide the Monthly Report as set out in clause 9.1(a) within the agreed timeframes; or (v) misuse of Licensed Marks or the Brand, such misuse shall constitute a material Default under this Agreement and Licensor, in addition to any other rights it may have under this Agreement, may charge Licensee as liquidated damages USD $10,000 for the first such breach, USD $20,000 for the second such breach, and USD $50,000 for each ensuing breach.

No termination notice shall result in the termination of this Agreement if a bona fide dispute with respect to any alleged Default or any other event entitling a Party to terminate this Agreement, has arisen between the Parties and such dispute has been submitted, prior to expiration of any termination notice, to arbitration pursuant to clause 20.2.

Any termination of this Agreement is without prejudice to any accrued rights of action or remedies of either Party in respect of any breach, non-performance or non-observance of a covenant or term of this Agreement.

Additional Termination Rights

if Brand Consultant terminates the HRCSA pursuant to clause 3.7 of the HRCSA;

if Licensee is in breach of any of its obligations in clause 2 or uses any Marketing Materials which have not been approved by Licensor in accordance with this Agreement;

if Association refuses or fails to enter into the Residential Management Agreement and such failure remains uncured after written notice;

if at any time during the Term:

Licensee or any of its Affiliates (including any of their Controlling shareholders or ultimate beneficial owner) is or becomes a Sanctioned Person, Residential Manager may either:

terminate this Agreement; or

require that Licensee be released from this Agreement, by delivering to Association notice of Licensor’s election to exercise its rights under this clause 14.3(d); and

any shareholder of Licensee that holds 25% or more of the total direct or indirect shareholding in Licensee, and/or a director of Licensee is or becomes a Prohibited Person, if steps are not taken to:

remove or replace that shareholder as a shareholder of Licensee; or

replace that person as a director of Licensee,

if no Purchase Contract is entered into during any consecutive period of 24 months following the commencement of Sales & Marketing Activity.

Cross Termination

Governing Documents

Events Upon Expiration or Earlier Termination

Without limiting any other provisions of this Agreement, Licensee, at its expense, shall take the following actions prior to or as of Termination:

pay all amounts due and payable to Licensor or its Affiliates through to Termination, including any Reimbursables, any Brand License Fee and any Brand Commitment Fee payable pursuant to any Purchase Contracts entered into prior to Termination in respect of which Closing has not occurred or leased by Licensee or Licensor or Affiliate(s) or agent(s) thereof, but in no event shall any prior payments of the Brand License Fee, or Brand Commitment Fee be returnable under any circumstances,.. Prior to Termination, Licensee shall deposit with Licensor an amount that shall be sufficient (as reasonably estimated by Licensor) to cover such amounts that shall become due and payable after Termination, attributable to the period prior to Termination.

(a) return to Licensor any materials proprietary to Licensor; (b) cease and desist from using the Brand and Licensed Marks in any advertisements or Residential Project Materials or otherwise and shall destroy any such unused material that contains the Brand or Licensed Marks; (c) cease the production and use of, and destroy all, proposed or approved Residential Project Materials; (d) remove references to the Licensed Marks in connection with the Residential Project; and (e) remove references to the Brand and the Licensed Marks in any domain name, or website, social media, internet address or any other electronic media used in connection with the Residential Project.

(a) remove all signage used in connection with the Residential Project bearing the Brand or any of the Licensed Marks; (b) if Licensee does not comply with this clause 14.6(a)(iii), Licensor, at its option, may elect at any time within 90 days after Termination to purchase all external signage on the Residential Project for the amount of USD$1.00 and enter the Residential Project to remove all such signage. Licensee shall reimburse Licensor all costs incurred by Licensor with respect to such removal; and (c) Licensee acknowledges that Licensor shall have the right to seek injunctive or other relief in a court of competent jurisdiction to enforce its rights under this clause 14.6(a)(iii).

cease (a) all Sales & Marketing Activities; and (b) representing the Residences to the public or holding out the Residential Project as a Brand Property or a former Brand Property.

cease or cause any Person to cease all use of the Brand and the Licensed Marks, including with respect to the Residential Project.  Furniture, fixtures and equipment, operating equipment, and operating supplies which are marked with the Brand or the Licensed Marks may continue to be used by the Residential Project for 30 days after Termination (provided that any use of the Brand or Licensed Marks are covered or obscured on operating supplies).

(a) not retain any copy of all or any part of any policies or procedures provided to Licensee in connection with the Residential Project; (b) not have the right to use any such policies and procedures in connection with the Residential Project or any other property; and (c) cause all copies of all such policies and procedures in their possession or control to be returned to Licensor prior to Termination.

Licensee shall reimburse Licensor for and indemnify Licensor from and against any costs, expenses, Claims and liabilities, including, without limitation, claims for termination or severance pay, which Licensor may suffer, incur or be subject to in respect or as a result of the termination of the employment of any employee at the Residential Project upon Termination.

This clause 14.6 shall survive Termination.

Warranties by Licensee

this Agreement has been validly executed by it and constitutes valid, binding and enforceable obligations of it in accordance with its terms;

no approval of any third party (including any lessor or mortgagee) is required for Licensee’s execution and performance of this Agreement that has not been obtained prior to the execution of this Agreement;

Licensee, at its expense, shall maintain in full force and effect throughout the Term, its legal existence and the rights required for it to observe and perform all of the terms of this Agreement in a timely manner;

in entering into this Agreement, it relies on its own enquiries and not on any representation, warranty or other inducement by or on behalf of Licensor except as expressly set out in this Agreement;

no commissions, fees or other amounts are payable to a third party by Licensee in connection with entering into this Agreement;

except for any Security Interest permitted pursuant to clause 18.3 and the Existing Financing (as that term is defined in the Hotel Management Agreement), and any mortgages taken out by Residence Owners over their Residences, there is no mortgage, charge, Security Interest, third party interest or other encumbrance of any kind created in or over the Residential Project or the Land or this Agreement or the shares of Licensee;

so far as Licensee is aware there is no Claim, litigation, proceedings or investigation by a Governmental Authority or any other Person pending or threatened, against or relating to Licensee, its properties or business which would affect the ability of Licensee to carry out its obligations under this Agreement;

Licensee accepts responsibility for, and shall diligently resolve any environmental, construction, title or other issues which relate to the Residential Project or the Land;

the Land is zoned for use required for the operation of the Residential Project, and all necessary Approvals for such use have been obtained and shall be kept in full force and effect;

there are no zoning or other restrictions of a Governmental Authority which would prohibit or materially interfere, with the operation of this Agreement and the Residential Project; and

Licensee and its Relevant Parties are not Sanctioned Persons nor Prohibited Persons or the subject of, or, participating in, any disclosed legal actions under any Anti-Corruption Laws, Money Laundering Laws or Sanctions laws;

all Approvals and all approvals, licenses and authorisations of any landlord or mortgagee or third party, which may be necessary for the Residential Project, have been obtained and Licensee further covenants that such approvals, licenses and authorisations shall be maintained in full force and effect; and

it shall take, or refrain from taking, all such actions as may be necessary to ensure that it shall not be in default under or in breach of any material contract, agreement or other instrument which relates to the Residential Project or this Agreement, to the extent such default or breach would impair the sale and marketing and the operation of the Residential Project as contemplated in this Residential Agreements.

Warranties by Licensor

Licensor makes the following continuing representations and warranties:

this Agreement has been validly executed by it and constitutes valid, binding and enforceable obligations of it in accordance with its terms;

no approval of any third party (including any lessor or mortgagee) is required for Licensor’s execution and performance of this Agreement that has not been obtained prior to the execution of this Agreement;

Licensor, at its expense, shall maintain in full force and effect throughout the Term, its legal existence;

so far as Licensor is aware there is no Claim, litigation, proceedings or investigation by a Governmental Authority or any other Person pending or threatened, which might affect Licensor's right to grant the License granted in this Agreement;

Licensor is not a Sanctioned Person nor a Prohibited Person or the subject of, or, participating in, any disclosed legal actions under any Anti-Corruption Laws, Money Laundering Laws or Sanctions laws; and

Licensor has the right and authority to enter into this Agreement, and its execution and its performance under this Agreement shall not conflict with the rights granted to any party under any other agreement.

Responsible and Ethical Business Conduct

Licensee agrees and undertakes that they, and their Relevant Parties, shall implement appropriate policies and procedures to comply with Anti-Corruption Laws, the Money Laundering Laws and the Sanctions Laws.

Without limiting the foregoing, Licensee represents and warrants (as a continuing representation and warranty) that:

it does not and shall not, in connection with the Residential Project and any activity performed in accordance with this Agreement, solicit, give, promise or offer to give or promise any financial consideration or valuable item (including in kind) with the objective of:

influencing any act or decision; or

inducing to perform or fail to perform any act or decision such as using influence,

Licensee and its Relevant Parties are not:

Sanctioned Persons; or

the subject of or, participating in, any disclosed legal actions under any Anti-Corruption Laws, Money Laundering Laws or Sanctions Laws

Licensee shall immediately inform Licensor if it or any of its Relevant Parties become a Sanctioned Person during the Term.

Indemnification by Licensee

Licensee shall indemnify, defend and hold harmless the Licensor Indemnified Parties, for, from and against, any Claims of any nature against the Licensor Indemnified Parties, arising out of or in connection with this Agreement, including, but not limited to, those related to or arising out of:

use of the Licensed Marks in any Sales Territory;

any Sales & Marketing Activities, including any contractual or other Claim from any Person relating to purchase price deposits and instalments and any allegations of negligence by Licensor and its Affiliates and their directors, officers, employees, agents, contractors, and representatives, to the fullest extent permitted by Legal Requirements;

any Claim by any Person stemming from any loss, damage or injury to any Person or to property that was allegedly caused by the action or inaction of any employee, agent, contractor or other representative of Licensee or its Affiliates;

Licensee's development of the Residential Project;

any Marketing Materials;

any Residential Project website or use of social media by or on behalf of Licensee including the Sales & Marketing Team;

any Claim of non-compliance with Legal Requirements;

any failure of Licensee to comply with the terms of this Agreement;

any Claim by any Person arising out of or relating to the use of the Licensed Marks by Licensee or its Affiliates that is not authorised by this Agreement;

any Claim by any Person arising out of any use by Licensee of the Licensed Marks outside of the Territory; or

any representations, warranties or commitments Licensee makes to Association, Residence Owners, potential purchasers of Residences or any other Persons.

This indemnification also applies to Claims in connection with enforcing this indemnification obligation against Licensee.

Licensee shall promptly notify Licensor of any Claim, action, suit, proceeding, demand, inquiry, or investigation related to the foregoing. Licensor shall have the right, through counsel of is choice, to control the defence or response to any such action to the extent such action affects the interests of Licensor, and such undertaking by Licensor shall not reduce or restrict Licensee's obligations to Licensor under this Agreement.

Survival

Legal Costs

Licensor's Outside Counsel

Stamp Duties

Assignment by Licensor

Licensor shall have the right to assign its rights and obligations under this Agreement without Licensee's consent to any party to which it is entitled to assign its rights and obligations under the Hotel Management Agreement and the Residential Management Agreement.

From the time of such assignment, Licensor's liability and rights under this Agreement shall terminate (other than those liabilities and rights accruing up to that time).

Licensor may assign its rights to receive the Brand License Fee, Leasing License Fee and / or Brand Commitment Fee or Reimbursables to any Person or otherwise obtain any corporate financing.

Transfers by Licensee

Licensee may only Transfer its interest in the Residential Project or this Agreement:

with Licensor's consent;

to the same transferee to whom it assigns its right, title and interest in the Hotel, Residential Project and Land in accordance with the Hotel Management Agreement;

concurrently with the Transfer of the Hotel;

provided the transferee expressly assumes in writing all of Licensee's obligations under this Agreement and each Residential Agreement; and

at such time, Licensee is not in breach of this Agreement, any Hotel Agreements or any Residential Agreement.

This clause 18.2 does not apply in relation to the sale, in bona fide at arm’s length terms, of any Residences to Residence Owners.

Mortgage by Licensee

all amounts owing at that time to Licensor or its Affiliates by Licensee (whether under this Agreement, the Residential Agreement or otherwise) have been paid in full;

the “loan-to-value” ratio is less than 75%;

the proposed holder of the Security Interest is not a Sanctioned Person; and

the proposed holder of the Security Interest enters into a non-disturbance deed with Licensee and Licensor in the then current form of Licensor.

Confidentiality

Subject to clause 19.1(b) and clause 19.1(e) each Party shall keep the Confidential Information confidential and shall not disclose the same to any Person without the consent of the other Party.

Each Party may disclose Confidential Information:

to its Advisors (and such Advisors shall be bound by obligations of confidentiality on terms at least as restrictive as the terms contained in this clause 19.1);

to the holders of the Notes and their respective advisers and representatives, and to all intermediaries involved in connection with the Notes, including the Indenture Trustee, the Collateral Agent and the Servicer (each as defined in the Indenture) (and such persons shall be bound by obligations of confidentiality on terms no less favorable than the terms contained in this clause 19.1);

which is or becomes generally available to the public other than as a result of a breach by a Party of the obligations in this clause 19.1; and

which is to be disclosed:

in connection with legal proceedings;

at the direction of a court or other competent authority;

at the direction of a Governmental Authority;

pursuant to Legal Requirements; or

by the rules of any stock exchange on which its or its Affiliate's shares are listed.

To the extent of any disclosure under clause 19.1(b)(iv) the relevant Party shall be permitted to make such disclosure provided that the applicable Party:

has used reasonable efforts to consult with the other Party in advance of such disclosure (to the extent such Party is legally able to do so);

has had reasonable regard to the other Party's comments in relation to such disclosure; and

strictly limits such disclosure to the minimum disclosure required by the relevant authorities under clause 19.1(b)(iv).

Each Party shall be responsible for any breach of the terms of this clause 19.1 by its respective Advisors.

Licensor may disclose Confidential Information to its Affiliates and to third party providers who require the Confidential Information to provide required services.

Licensor shall be entitled to use and disclose historic Confidential Information relating to the Residential Project, for the purpose of comparing the Residential Project to other properties.

To the extent such comparative information may be made available to other Manager Group Properties, Licensor shall do so on the basis that owners of the relevant Manager Group Properties agree to keep such information confidential.

Licensee agrees that should it receive such information in relation to other Manager Group Properties from Licensor or its Affiliates it shall keep such information confidential.

Press Releases

Survival

Governing Law

Dispute Resolution

In the event of a dispute arising out of or in connection with this Agreement (“Dispute”), a Party shall provide written notice containing a description of the Dispute to the other Party (“Dispute Notice”). If the Parties cannot resolve the Dispute within thirty (30) days of receipt of a Dispute Notice, then either Party may refer the Dispute to mediation.

The mediation shall be conducted as follows:

The Parties shall select a mediator by mutual agreement.

If the parties are unable to mutually agree on a mediator, then the mediator shall be selected by the International Chamber of Commerce pursuant to its rules and procedures.

The location of the mediation shall be Miami, Florida.

If the mediation described in clause 20.2(b) above does not resolve the Dispute within ninety (90) days of the date the Dispute Notice was sent, then the Dispute thereafter shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce in force at the time a Request for Arbitration is submitted (the “ICC Rules”), which rules are deemed incorporated by reference in this clause. The place of arbitration shall be Miami, Florida. The language of the arbitration shall be English.

This dispute resolution clause, including the arbitration agreement herein, shall be governed and construed in accordance with the ICC Rules and, without regard to conflict of law principles that would require application of the laws of another jurisdiction.

The arbitral tribunal shall consist of a sole arbitrator who shall be appointed by the International Court of Arbitration of the International Chamber of Commerce, pursuant to the ICC Rules Any arbitrator appointed shall possess significant professional experience in the full service upper-upscale hotel business but shall not be an Affiliate of or a Person who has a present or currently contemplated business or personal relationship, or has had any personal or business relationship at any time during the ten (10) years immediately preceding the submission to arbitration, with either Owner, Manager or any of their principals.  The Parties may also provide the International Chamber of Commerce with the names of suggested arbitrators who possess the requisite qualifications for the purposes of constituting the arbitral tribunal.

The decision of the arbitrator shall be made within thirty (30) days of the close of the proceedings with respect to the arbitration (or such longer time as may be agreed to, if necessary, which agreement shall not be unreasonably withheld) and the arbitral award shall be final and binding and enforceable in any court of competent jurisdiction.

The final award shall fix the costs of the arbitration and the arbitral tribunal shall determine which Party shall bear the costs of arbitration, including reasonable attorneys’ fees and costs, or in what proportion the Parties shall bear the costs of arbitration. In any post‑arbitration confirmation, enforcement or vacatur proceedings, the court in which such proceedings are held shall award the costs (including reasonable attorneys’ fees and costs) of such proceedings to the prevailing party.

For purposes of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958, the Parties agree that the relationship among the Parties is commercial in nature and any Dispute related to this Agreement is commercial.

All hearings, submissions and discovery exchanged in respect of the arbitration proceedings shall be confidential and subject to such confidentiality restrictions as may be ordered by the arbitral tribunal

Pending issuance of a final award, the Parties shall diligently perform their respective obligations under the provisions and terms of this Agreement.

Notwithstanding anything contained in this clause 20.2, (i) either Owner or Manager shall be entitled to (A) apply for Emergency Measures (as defined in the ICC Rules) pursuant to the Emergency Arbitration Rules (as defined in the ICC Rules) prior to the constitution of the arbitral tribunal, (B) commence legal proceedings seeking such mandatory, declaratory or injunctive relief as may be necessary to define or protect the rights and enforce the obligations contained herein pending the settlement of a Dispute in accordance with the procedures set forth in this clause 20.2, (C) commence legal proceedings involving the enforcement of an arbitration decision or award arising out of this Agreement, or (D) join any arbitration proceeding arising out of this Agreement with any other arbitration proceeding arising out of this Agreement or the Hotel Consultancy Services Agreement (ii) no Party shall be entitled to any default remedy or remedies until the conclusion of the arbitration process.

The provisions of this clause 20.2 shall survive any termination of this Agreement.

Definitions

Schedule of Commercial Terms;

Schedule 1; and

the Hotel Management Agreement and the Residential Management Agreement

Interpretation

the singular includes the plural and vice versa;

the word “company” or “entity” includes a body corporate, trust, partnership or other entity;

a reference to a Person includes a reference to the person's executors, administrators, successors, substitutes and assigns;

an agreement, representation or warranty in favour of two or more Persons is for the benefit of them jointly and severally;

specifying anything in this Agreement after the word “includes” or a derivative does not limit what else is included;

the term “sale”, “purchase” and “purchaser” and all variations or other forms of such or similar words used in this Agreement are intended to include all “sale” or “purchase” methods of any kind or nature to transfer the economic interest in a Residence to a Residence Owner, including to:

sell or transfer the title of a Residence; or

grant a long-term lease or long-term license of a Residence, and that such terms shall be interpreted accordingly;

grammatical variations of terms defined in this Agreement shall have the same meaning as such terms; and

no provision of this Agreement is construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured or dictated such provision.

Incorporation of terms

The provisions of clauses 24.3 (Responsible and Ethical Business Conduct), 32.3 (Notices), 32.5 (Partial Invalidity), 32.7 (Interest), 32.8 (Survival), 32.9 (Further Assurance), 32.10 (Waiver), 32.11 (Counterparts), 32.12 (Electronic Signing), 32.13 (Rights Cumulative), 32.14 (Approval or Consent), 32.15 (Entire Agreement), 32.16 (Amendments), 32.17 (Relationship), 32.18 (Injunctive Relief), 32.19 (Sovereign Immunity),  32.20 (Currency), and 32.21 (Third Party Rights) of the Hotel Management Agreement are incorporated into this Agreement, mutatis mutandis, with references to “Manager” being references to Licensor and references to “Owner” being references to Licensee.

Data Protection

The Parties acknowledge that the Sales & Marketing Activities, the operation of the Residential Project and the arrangements under this Agreement require the processing of Personal Data and Residences Data and that the protection of such Personal Data is of utmost importance.

The Parties agree and undertake to:

comply with Legal Requirements in relation to the collection and use of such Residences Data and Personal Data; and

cooperate with the relevant Governmental Authorities in accordance with Legal Requirements.

Licensee shall hold Licensor harmless against any action brought against Licensor by any purchaser of a Residence, any Residence Owner and any other Person and caused by a non-compliance by Licensee or its representatives with the obligations relating to the Residences Data pursuant to Legal Requirements or as otherwise set out in this Agreement.

The Parties further acknowledge that Licensor shall be entitled to access and use from time-to-time certain data and information in relation to the Residential Project, including without limitation in connection with environmental and social matters, to the extent necessary to enable Licensor and its Affiliates to comply with their own reporting activities and duties within the Manager Group.

The provisions of this clause 21.4 shall survive Termination.

Conflict with Other Residential Agreements or Hotel Management Agreement

In the event of any irreconcilable conflict between a provision of this Agreement and a provision of any other Residential Agreements, the provision of this Agreement shall control.

To the extent of any inconsistency between this Agreement and the Hotel Management Agreement with respect to the:

Hotel, the terms of the Hotel Management Agreement shall prevail; and

Residential Project, the terms of this Agreement shall prevail.

Approval or Consent

Any approval by Licensor of any item submitted to Licensor for review and approval pursuant to this Agreement and any other Residential Agreements is exclusively for determination of compliance with the Standards, this Agreement and any other applicable Residential Agreements, and not for compliance with Legal Requirements.  No approval of any item by Licensor shall constitute, be deemed or construed in any way as Licensor's consent, approval, acknowledgement or recognition that such approved item complies with Legal Requirements. Licensee shall have the sole responsibility for compliance with Legal Requirements. Without limiting the foregoing, nothing in this Agreement, and no review and approval (or opportunity for review) by Licensor of any item shall be deemed to create a duty on the part of Licensor that could give rise to any cause of action by Licensee or any Affiliate, or any third party (including Residence Owners), against Licensor or any of its Affiliates, or their respective trustees, beneficiaries, directors, officers, employees, agents, consultants or representatives, based on any alleged deficiency in the adequacy or legality of any such item, or otherwise.

Registration

Compliance with Legal Requirements

Language

Licensee Acknowledgement: Potential Conflict

The Project and the units in the Project (“Units”), including the Unit, is not owned and has not been developed, or sold by Ennismore México S. de R.L. de C.V. “Residential Manager” or any affiliate of Residential Manager (collectively, the “Group”).

Operadora Hotelera G I, S.A. de C.V. (“Developer”) is independently owned and operated and is solely responsible for the ownership, development, construction and operation of the Units and the Project.  Accordingly, Residential Manager did not design or develop the Units nor the Project and is not responsible for any defects of the Units or the Project.

The Group does not have any responsibility for the marketing and sale of the Units and does not make any representation or warranty concerning the construction of the Units or the Project. None of the Group companies are responsible for ensuring that the Units are sold in accordance with applicable laws, codes, ordinances and other governmental requirements; this is the sole responsibility of the Developer.

The Group is not the owner, seller, lessor, broker, developer or offeror of the Units or an affiliate, partner, sales or lease representative or agent of Developer or any of its affiliates.

Residential Manager has not made any disclosures or provided information to Purchaser, and is not responsible, nor is the Group, for any disclosures made or information provided by Developer, or its salespersons, brokers, agents or any other person to Purchaser, with respect to the Unit or any other portion of the Project, including, without limitation, the availability of any services to the Unit.

Purchaser has no right to use and no interest in any of the Mondrian brand names, marks, logos, and all other trademarks, service marks, trade names, symbols, emblems, logos, insignias, indicia or origin, slogans and designs used by the Group (collectively, the “Trademarks”). The Trademarks are owned by the Group. Purchaser is not acquiring the license to use the Trademarks and the Trademarks are not part of the common elements or otherwise included in the Unit being purchased by Purchaser.

So long as the Residential Management Agreement (“RMA”) entered into between Developer and Residential Manager] is in effect, the Project has the right to be known as Mondrian Cancún Residences.

Purchaser understands and agrees that there are no assurances that Residential Manager or the Mondrian brand shall continue to be associated with the Project and the association of the Mondrian brand with the Project shall be conditioned upon the continued effectiveness of the RMA, which is not in perpetuity and may terminate or may expire without renewal without notice to or consent of Purchaser.

In the event that the RMA expires or terminates for any reason, the Project may no longer by identified as a Mondrian project or have any rights to use the Trademarks and all use of the Trademarks shall cease, and all indicia or connection between the Project and the Group (including signs or other materials bearing any of Trademarks) shall be removed from the Project.

Use of the Trademarks is limited to (i) use on signage on or about the Project by Residential Manager, and (ii) textual use of the Project Name solely to identify the address of Association or the Units by owners of the Units (and their agents). No other use of the Trademarks is permitted.

Purchaser acknowledges that the Group reserves the right to license or operate any other residential project using the Trademarks or any other mark or trademark at any other location, including a site proximate to the Project.

Purchaser acknowledges that Residential Manager operates the hotel located in the same building as the Project (“Hotel”) under a hotel management agreement between Residential Manager and Developer (as such agreement may be amended from time to time by the parties thereto, the “Hotel Management Agreement”).

Purchaser acknowledges that if the Hotel Management Agreement is terminated, Residential Manager may terminate the RMA.

The RMA provides that Residential Manager will provide certain services to the owners of the Units including services to be provided by the Hotel, scope of access to the Hotel, and allocation of service costs. Purchaser acknowledges that the continued availability of any such services is not necessary for Purchaser’s use and enjoyment of his/her Unit and that Purchaser did not make its decision to purchase the Unit in reliance on the continued availability, renewal or extension of an such services.

Purchaser acknowledges and agrees to:

vote in favour of any motion for a resolution proposed for consideration by a meeting of Association, that Association (on behalf of the owners of the Units), enters into the Residential Management Agreement with Developer and Residential Manager, which Purchaser acknowledges is required for the proper management and maintenance of the Project under the Brand, and to do all things as may be reasonably required to execute, accept and renew the Residential Management Agreement; and

comply with and abide by the terms of and any restrictions in the Governing Documents and Purchase Contract, RMA, and the Rental Program Agreement (defined below).

Purchaser acknowledges the requirement under the RMA for the Project to be operated and maintained in accordance with the standards established by Residential Manager from time to time and therefore acknowledges and agrees to the need to approve budgets in amounts that are sufficient to ensure this.

The Group, their respective directors, officers, agents, servants and employees (“Releasees”) do not make any representations, warranties or guaranties of any kind or nature with respect to the Units or the Project including, without limitation, as to expected or guaranteed rental or investment return or any tax or other financial advantage in each case resulting from a purchase of a Unit. The Releasees accept no responsibility for Developer's marketing practices including advertising, sales representations, and the website for the Project and the performance of the Project (including future revenues or level of income and returns).

Purchaser releases, waives and discharges the Releasees from, and covenants not to sue any of the Releasees for any liability, claims, demands, actions and causes of action whatsoever arising out of or in relation to any loss, damage or injury that may be sustained by Purchaser, or to the Unit or Project, howsoever caused (including in relation to the construction or the marketing of the Units or Project and the Rental Program Agreement.

Purchaser acknowledges that:

Developer may on occasion provide Residential Manager with information (i) regarding Purchaser, including Purchaser's personally identifiable information; (ii) regarding the Unit, including details relating to the terms of purchase of the Unit; and (iii) as required under Legal Requirements, or as otherwise required for Developer to fulfil its obligations to Residential Manager (collectively, “Information”); and

Residential Manager shall have the right to (i) collect, process and use all Information for any lawful business purpose related to the Project that Residential Manager deems appropriate; (ii) store the Information at such location(s) and with such persons as Residential Manager deems appropriate, whether within Purchaser's country or elsewhere; and (iii) directly, or through third party vendor(s), (A) distribute the Information to Residential Manager’s affiliates, or any third party that Residential Manager deems appropriate, and (B) transmit whether by mail, facsimile or electronically, or by any other means, all or part of such Information to any location(s) throughout the world that Residential Manager deems appropriate, whether within Purchaser's country or elsewhere.

For the term of the RMA, Purchaser:

shall not rent, lease, sublease, or cause to be rented, leased or subleased, the Unit (in whole or in part thereof) or otherwise derive any income therefrom for any period which is less than 12 months except through a rental program offered by the Developer as the owner of the Hotel and operated by the Residential Manager as manager of the Hotel (“Rental Program”)];

shall not use, market, advertise, promote, rent, lend, or include the Unit (in whole or in part) in any timeshare, exchange programs, fractional ownership, membership plans, homeowner exchanges or platforms, or similar arrangements;

shall not make any modifications, renovations or alterations (“Alterations”) to their Unit unless such Alterations are in accordance with the documents and agreements governing the Residence pertaining to the development, construction, ownership or operation of the Project or any portion thereof, including the operation of any common areas of the Project (“Governing Documents”); and

acknowledges that if such Alterations result in the Unit being non-compliant with the Standards, the Unit may be unable to participate in the Rental Program.

Purchaser may elect to participate in the Rental Program to make the Unit available to Developer for the purposes of renting the Unit to guests of the Hotel. The terms of the Rental Program are set out in a rental agreement (“Rental Program Agreement”) to be entered into between Developer (as owner of the Hotel) and Purchaser. Purchaser has received a copy, has read and understands the Rental Program Agreement and the Rental Program offered by Developer, and agrees to comply with and abide by its terms at all times.

Purchaser acknowledges and agrees that it shall pay for the Annual Project Affiliation Fee through the property service charges assessed to Purchaser by Association on an annual basis in accordance with the RMA. The Annual Project Affiliation Fee payable annually shall be calculated at a rate of US$350 per Unit in the Project (increasing annually by the greater of (x) the applicable consumer price inflation index or (y) 4%). Purchaser acknowledges and agrees that eligibility for the Owner Benefits Program is conditional on paying these fees when due.

Purchaser has received a copy, has read and understands Association's [declaration / Insert proper title of association documents] (“Declaration”), articles of association, and agrees to comply with and abide by the articles of association at all times.]

If Purchaser intends to transfer or assigns its interest in the Unit to another person, Purchaser must procure that such person execute in favour of Residential Manager a purchaser’s acknowledgement on the same terms as this document prior to such transfer/assignment.