What standards and specifications does Best Western issue for System Hotels, and where are these standards and specifications documented?

ing policies of financial institutions from which you request a loan.

ITEM 8

RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

We issue standards, specifications, requirements, criteria, and policies for use by Members in developing and operating System Hotels, and modifications of those standards and specifications, in the Regulatory Documents. In order to maintain the integrity, image uniformity and public reputation of System Hotels, you are required to comply with all of our standards and specifications. Among other things, the standards and specifications in the Regulatory Documents may regulate the types, models, and brands of products and services the Property uses; required and authorized products and services that the Property must offer to customers and quality standards for those products and services; and designated and approved suppliers of these items and services. We may require you to purchase

products or services from us or another supplier we designate and/or with our prior approval and/or according to our specifications. Unless otherwise noted below, neither we nor any affiliate is an approved supplier or the sole supplier of any product or service.

You are currently required to purchase from approved suppliers initial and, from time to time, additional and/or replacement: (i) signage from suppliers we designate and other signage from approved suppliers who meet our criteria, (ii) linens, terry products, and bath amenities (e.g., soaps, shampoos, conditioners and lotions) from designated or approved suppliers, (iii) ICare® items (e.g., UV wands and blacklights) from approved suppliers, and (iv) our approved rate shopping service and rate optimization software subscription program.

You are currently required to license the System's PMS (currently AutoClerk Cloud PMS) from our affiliate, AutoClerk. When you obtain the required PMS, you will also receive the GMS. The GMS provides a full-suite guest management system for System Hotels. The GMS includes preregistration, dynamic upsells, guest messaging, digital compendium and mobile check-out. The GMS enables hoteliers to increase revenue, boost staff efficiency and maximize guest satisfaction. If the Property has a waiver from the requirement to use the System's required PMS, you must still obtain the GMS and pay all associated fees.

In order to license the PMS from AutoClerk, you will be required to enter into a Software as a Service Agreement in the form attached as Exhibit K. You are also currently required to purchase Lodging Link, a product offered by Comtrol Corporation that provides connectivity and integration of the PMS into other guest and hotel service systems (e.g. Call Accounting, PBX, in-room entertainment, Key Card, etc.). We are the only approved supplier and licenser of the BWI Two-Way connect software, which connects your PMS software system to our hotel software system. We are also the only approved supplier of distribution system photographs that must be taken of the Property and certain other distribution services disclosed in Item 6. We, AutoClerk and Comtrol Corporation are the only approved suppliers of certain PMS-related installation, maintenance and licensing, and you will be required to make payments to us/AutoClerk for those services.

Aiden System Hotels are required to hire a management company that meets our then-current Standards and is approved by us to operate the Property. We may reject a proposed management company if we determine that it is unwilling or unable to comply with all requirements under our thencurrent Standards.

Except as described above, you currently may purchase all other products and services from any source of distribution as long as the product or service meets the requirements in the Regulatory Documents. We may enter into exclusive purchasing arrangements for particular products or services and to require that you purchase products or services from approved suppliers or distributors in the future.

You must maintain, at your own expense, the insurance coverage that we periodically require. You currently must have commercial general liability insurance, automobile liability insurance (for owned, non-owned, and hired automobiles), cyber security insurance, and statutory workers' compensation insurance, each in the amount set forth in the Regulatory Documents, currently as follows:

• Commercial General Liability: $6M General/Excess/Umbrella. We strongly recommend that assault and battery, abuse and molestation, and human trafficking liability coverage not be limited or excluded. Exposure to carbon monoxide may not be excluded and may not be limited to amounts less than the $6M.
• Automobile Liability: $1M coverage for owned, hired and non-owned automobiles.
• Cyber Security Liability: $1M
• Worker's Compensation: As required by law.

All required insurance must be with insurers having the minimum ratings we specify, name as additional insureds the parties we specify in the Regulatory Documents (to include us), and carry the endorsements and notice requirements we specify in the Regulatory Documents. Upon request, you shall provide us with certificates and such other documents that we request evidencing that you have obtained insurance policies that comply with the then-current insurance requirements set forth in the Regulatory Documents.

If you would like to purchase any items you are required to purchase from approved suppliers from any supplier or distributor we have not yet approved, you must submit to us a written request for approval of the proposed supplier or distributor. We have the right to inspect a proposed supplier's or distributor's facilities, and to require product samples from the proposed supplier or distributor to be delivered at our option either directly to us or to any independent, certified laboratory which we designate for testing. We may charge you or the supplier a reasonable fee for the evaluation, or require the supplier to participate in a brand marketing or rebate program, and will decide within a reasonable time (no more than 120 days). We have no obligation to approve any new supplier you propose. We may periodically re-inspect the facilities and products of any approved supplier or distributor and to revoke our approval if the supplier or distributor does not continue to meet any of our criteria.

Approval of a supplier or distributor may be conditioned on requirements relating to product quality and reviews, prices, consistency, reliability, financial capability, industry reviews, labor relations, client relations, frequency of delivery, concentration of purchases, standards of service, including prompt attention to complaints, willingness to participate in brand marketing or rebate programs, or other criteria and may be temporary, pending our continued evaluation of the supplier or distributor at any time and from time to time. We will make available our then current criteria to you, as necessary, upon request if we are asked to evaluate and approve a new supplier, item, or service.

Advertising Materials. You must obtain our approval before conducting any significant marketing and promotion activities, including before using any Internet sites or posting any content to those Internet sites.

Property Development. The specifications and layout of the Property must conform to our policies and the policies in the Regulatory Documents.

Source: Item 8 — Restrictions on Sources of Products and Services (FDD pages 61–64)