What is Hyatt's obligation to The Standardx franchisee regarding the Design and Construction Standards?

intended only to assist Franchisee and its Consultants in complying with their obligations. Such reviews do not relieve Franchisee or its Consultants of their responsibility to determine the completeness and coordination of their documents and to ensure that the design and construction of the Project comply with applicable Legal Requirements. Peer Review shall be conducted by third party professional consultants retained by Franchisee to review the Consultants' work.

Upon completion of the Project, Franchisee shall give Hyatt a written certificate or opinion from Franchisee's architect, licensed professional engineer, or recognized expert consultant stating that the Hotel conforms to all applicable Legal Requirements (including, without limitation, requirements governing public accommodations for persons with disabilities).

At Hyatt's request, Franchisee (i) must give Hyatt copies of all certificates of architects, contractors, engineers, and designers and such other similar verifications and information Hyatt reasonably requests and (ii) make available to Hyatt copies of all reports, studies, draw requests, schedules and other documents and materials of Franchisee, its contractors, suppliers and consultants relating to the design, construction and furnishing of the Hotel.

Hyatt shall have the right to visit the Site as often as reasonably necessary to ensure the Project is being developed, constructed and equipped in accordance with the Design and Construction Standards and in accordance with the Development Timetable. Hyatt will use reasonable efforts to provide Franchisee with twenty-four (24) hours' advance notice of any visits to be made to the Site by representatives of Hyatt or its affiliates in performance of services hereunder.

For the avoidance of doubt, the fees and expenses payable to all the Consultants (including, without limitation, the salary and expenses of the Project Manager and any FF&E Manager engaged by Franchisee in connection with the planning, building, furnishing, equipping and decorating of the Hotel, and any and all costs and expenses incurred by Hyatt's IT support services personnel), shall be paid directly by Franchisee independent of any fees paid by Franchisee under the Franchise Agreement.

4. SPARE PARTS

In addition to the FF&E to be included in the Project per the final plans and specifications for the Project, Franchisee shall, at Franchisee's sole cost and expense, cause the Project to include the spare parts set forth on Exhibit B attached hereto, which shall be a part of the Hotel upon the Opening Date. The quantities listed are the minimum acceptable. All quantities are to be rounded up to the next whole number.

Franchisee shall provide Hyatt with notification of any changes to the projected opening date of the Hotel (as set forth in the Franchise Agreement) as soon as Franchisee becomes aware of any such changes. In the event of a material delay of such projected opening date, Hyatt shall have the right to evaluate the Preliminary Area Program to ensure the Project's program continues to meet the Design and Construction Standards then in effect.

5. GENERAL TERMS

The use of Design and Construction Standards for the Project shall in no way give rise to any liability on the part of Hyatt or its affiliates for any defect or deficiency. Franchisee and its affiliates, consultants and other persons using the Design and Construction Standards must verify through their own means and consultants (architect, engineers, and other professionals), their compliance with any law and adequacy for the intended purpose. Hyatt and its affiliates make no

representation whatsoever in such regard. The quality of workmanship, and the adequacy and suitability of the plans, specifications, and design data for the Project are the sole responsibility of Franchisee.

Hyatt and its affiliates do not and cannot warrant or represent that the items listed in any documents, plans or reports provided by Franchisee meet all requirements, both written or interpreted, for local, state or other governmental guidelines for accessibility to persons with disabilities or local code enforcement for any additional accessibility requirements. Franchisee shall seek appropriate counsel to ensure such compliance so that such local, state, or other governmental requirements and the Preliminary Area Program.

Hyatt will not be liable for any errors or omissions in the plans and specifications or designs for the Hotel, or for any misfeasance or malfeasance by any specialists or consultant retained by Franchisee, whether or not upon the recommendation of Hyatt, or for any defects in design, manufacture, furnishings or construction, or for any operational deficiencies in the design or construction of the Hotel (including, without limitation, life safety systems and structural integrity), or any failure of any such plans or specifications to conform to applicable Legal Requirements, it being the intention of the parties that in conducting its review and rendering assistance to Franchisee, Hyatt will be functioning solely as a consultant sharing with Franchisee the benefit of its prior experience in the franchising of first-class hotels and its knowledge of guest preferences and market demands.

Wherever Hyatt is required to give its approval or consent on plans, specifications or any other item hereunder, Hyatt will use commercially reasonable efforts to give Franchisee, within fifteen (15) business days from dated receipt in Hyatt's Chicago office or regional offices, as directed by Hyatt, of the items to be approved, its approval or consent or its disapproval or non-consent. All items required to be delivered in hard copy format pursuant to Exhibit A shall be deemed received by Hyatt only upon receipt of all items in hard copy form. If Hyatt fails to give such a notice to Franchisee within the agreed-upon period, Franchisee may treat Hyatt's failure to give such notice as constituting consent or approval by Hyatt, provided that in no event shall such tacit approval shall (i) relieve Franchisee of its obligations to comply with Hyatt's mandatory standards relating to fire and life safety or applicable Legal Requirements or (ii) serve as a consent to any change to the Preliminary Area Program. Hyatt will employ commercially reasonable efforts during the course of the Project to adhere to the Project schedule developed by the project architect and Franchisee. Drawings and specifications approved by Franchisee and submitted by the architect to Hyatt for inspection and comment shall be deemed to be approved by Hyatt and to be incorporated in the design documents unless objection or recommendation is made by Hyatt within fifteen (15) business days of the receipt of the drawings and specifications with a clear and specific notation stating the outside response date. Upon substantial completion of the Hotel, Hyatt shall have the right to review the list of deficiencies and "punch-list" items that require correction.

Wherever Hyatt gives its Approval of plans and designs or specifications, no such Approval shall imply or be deemed to constitute an opinion by Hyatt on, nor impose upon Hyatt any responsibility for, the design or construction of building elements (including, but not limited to, means, methods, techniques, sequences, procedures for construction, structural integrity or fire and life safety

requirements or the adequacy of budgets), compliance with applicable Legal Requirements (including but not limited to environmental, construction density, labor or any other kind of regulations), or the obtaining of any necessary licenses, permits or authorizations, all of which shall be the exclusive responsibility of Franchisee, to be obtained and complied with at the cost and expense of Franchisee.

The scope of Hyatt's review and Approval of plans, designs and specifications is limited solely to brand adequacy and relationship of spaces, quality standards, and the aesthetics of the building for use as a hotel of the applicable brand (a "Brand hotel").

Source: Item 18 — OTHER INCOME (LOSS), NET (FDD pages 187–399)