[Item 8: Restrictions on Sources of Products and Services]

ITEM 8

RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Except as described below, you are not required to purchase or lease products or services from Holiday or its affiliates, or from suppliers approved by Holiday, or under Holiday's specifications.

Standards and Specifications:

You must build, design, furnish, equip, decorate and supply the Hotel subject to Holiday's approval of your plans. You must equip the Hotel with products which meet the Standards and specifications, including those described in the License and the Standards (see also Item 11). All modernization, renovation and upgrading of your Hotel must also meet the Standards and specifications. Holiday issues specifications by brand of product and in many instances by brand "or equivalent," by physical characteristics and by other methods, depending on the product or service involved. Holiday can make changes to the Standards. These changes will become binding on you as if originally set forth in the Standards. Holiday will provide you with explanation of any change, in writing, at least 30 days before it goes into effect.

Holiday estimates that the Standards and specifications will apply to 90% to 95% of your purchases and leases. If you purchase or lease any equipment or supplies not previously approved by Holiday, you are required to submit a written request for Holiday's approval. Holiday reserves the right to require removal of any non-approved product installed at the Hotel. While Holiday has no obligation to respond within a certain time frame, it expects to do so within 45 to 60 days from receipt of your request. Holiday may require certain information, tests and inspections, at no expense to Holiday, as a condition of approval.

3. Licensee's Responsibilities:

A. Operational and Other Requirements.

Throughout the entire License Term, Licensee will at its sole cost and expense:

• (1) maintain a high moral and ethical standard and atmosphere at the Hotel;
• (2) maintain the Hotel in a clean, safe and orderly manner and in first class condition;
• (3) provide efficient, courteous and high-quality service to the public in a clean, safe and orderly manner, including, without limitation, maintaining minimum product and service quality standards and scores for quality assurance and guest survey programs established and maintained by IHG, as such programs may be modified by IHG from time to time;
• (4) operate the Hotel 24 hours a day every day in accordance with the Standards, except as otherwise permitted by IHG in writing based on special circumstances;
• (5) strictly comply in all respects with the Standards (as they may from time to time be modified or revised by IHG) and with all other policies, procedures and requirements of IHG which may be from time to time communicated to Licensee (which communication, at IHG's option, may be in hard paper copy or digital, electronic or computerized form, and Licensee must pay any costs to retrieve, review, use or access such digital, electronic or computerized communication);
• (6) strictly comply with all of IHG's standards and specifications for goods and services used in the operation of the Hotel and other reasonable requirements to protect the Brand System and the Hotel from unreliable sources of supply;
  • (7) strictly comply with IHG's requirements as to the:
    • (a) type of services and products that may be used, promoted or offered at the Hotel;
    • (b) type and quality of services and products that, to supplement services listed on Attachment "A", must be used, promoted or offered at the Hotel;
    • (c) use, display, style and type of signage and of all other forms of identification at or pertaining to the Hotel, including but not limited to any use of the "EVEN® Hotels" name or any other of IHG's service marks, trademarks or copyrights (in all formats, including

but not limited to print, electronic or other media) which are seen by members of the consuming public or used to identify the Hotel to actual or prospective consumers;

• (4) A breach of paragraph 8 or paragraph 9 occurs; or

• (5) Licensee fails to continue to identify the Hotel to the public as a Brand System hotel, engages in any action that violates IHG's proprietary rights under paragraph 6 or ceases to operate the Hotel as a Brand System hotel; or

• (6) Any action is taken toward dissolving or liquidating Licensee or any Guarantor hereunder, if it is an Entity, except for any such actions resulting from the death of a partner; or

• (7) Licensee (or any principal stockholder, owner, member or partner of Licensee as the case may be) is, or is discovered to have been, convicted of a felony (or any other offense if it is likely to adversely reflect upon or affect the Hotel, the Brand System or IHG in any way); or

• (8) Licensee maintains false books and records of account or submits false reports or information to IHG; or

• (9) Licensee knowingly fails to comply with the requirements of this License and/or the Standards on safety, security, or privacy for its guests at the Hotel or on the reputation of the management, employees or operation of the Hotel, and such failure may significantly adversely reflect upon or affect the Hotel, the Brand System, IHG, and/or its Affiliates in any way; or

  • (10) A breach of paragraph 13.N. occurs; or
  • (11) Licensee uses any of the Marks before being authorized to do so by IHG; or

• (12) Licensee uses any of the Marks in any manner prohibited, or not expressly authorized or permitted by this License; or

• (13) Licensee refuses to allow, or to cooperate with, IHG's inspection or audit of the Hotel following a reasonable attempt by IHG to schedule during normal business hours. Licensee must honor existing guest contracts for guest rooms and/or meetings. If Licensee fails to honor an existing guest room contract and or meeting contract, Licensee must "walk" or relocate all impacted guests to another hotel acceptable to the guests and Licensee must pay for the entire difference in cost between the Hotel and the replacement hotel for the entire stay of the guests and/or meeting, including tax and any additional transportation and communication costs resulting from Licensee's failure to honor the existing guest contract. Licensee's failure to perform the Work in accordance with IHG's requirements and specifications (including the progress, milestone, completion and other dates specified in Attachments "A" and "B" of this License) shall constitute a material breach of Licensee's obligations under this License.