What are some of the minimum qualifications that a Management Company or Franchisee must meet for Hyatt's approval to manage The Standardx Hotel?

• (a) Franchisee or Management Company as Manager. Either a Management Company that Hyatt approves in writing or Franchisee (if Hyatt approves Franchisee to manage the Hotel) must at all times retain and exercise direct management control over all aspects of the Hotel's business and must be the employer of the Hotel's Core Management and other personnel, except for any members of Core Management that are overseen by an F&B Operator whom Hyatt approves. At Hyatt's option, before any of the Hotel's Core Management are engaged, Franchisee must submit to Hyatt the identity and qualifications of the proposed candidates. These personnel must be in place and working on behalf of the Hotel by the time period Hyatt specifies. Franchisee may not enter into a Management Arrangement without Hyatt's prior written approval of the Management Company, and Franchisee may not itself manage the Hotel without Hyatt's approval of Franchisee as the Hotel's operator. Hyatt will not unreasonably withhold its approval if the Management Company or Franchisee (as applicable) meets Hyatt's minimum qualifications, including Hyatt's then current operator approval fee, and ensures that its personnel attend and satisfactorily complete required brand standard training programs.
• (b) Management Company Documents. As a condition of Hyatt's approval of any Management Company, the Management Company must (i) sign the documents Hyatt requires to protect its intellectual property rights and to reflect the Management Company's agreement to perform its management responsibilities and otherwise operate the Hotel in compliance with this Agreement (collectively, the "Management Company Documents"); and (ii) attend and successfully complete Hyatt's designated then current operator training programs for Brand Hotels, if any. The current version of the

Management Company Documents is attached as Exhibit F. Hyatt may refuse to approve a Management Company that is a Competing Brand Owner. If Hyatt has approved a Management Company as of the Effective Date, or if Hyatt has approved Franchisee to manage the Hotel as of the Effective Date, then the approved Management Company (if applicable) is listed on Exhibit B-1.

• (c) Revocation of Management Company Approval.

If an approved Management Company or Franchisee (if Hyatt approves Franchisee to manage the Hotel) at any time becomes a Competing Brand Owner, fails to attend and successfully complete mandatory training program(s), fails to meet Hyatt's minimum qualifications (as Hyatt may periodically modify them), or fails to comply with this Agreement (including any System Standards and/or, without limiting the terms of Section 4.8 below, if the Hotel remains in any remedial or non-compliant status under Hyatt's then-current Quality Assurance and Compliance Program for three (3) or more consecutive months), the Management Company Documents, or any conditions of operator approval previously imposed by Hyatt, then, without limiting Hyatt's other rights and remedies under this Agreement and applicable law, Hyatt may (i) revoke its approval of the Management Company (or of Franchisee) as the manager of the Hotel or (ii) as a condition of its continued approval, Hyatt may impose on the Management Company (or Franchisee) additional requirements, including participation in remedial training and other operational programs, at the Management Company's or Franchisee's expense.

If Hyatt revokes its approval of the Management Company or of Franchisee as manager, then Franchisee must promptly terminate the Management Arrangement with that Management Company (if applicable) and either assume direct control of the Hotel's management and operation, if Hyatt approves Franchisee to manage the Hotel, or engage another Management Company that Hyatt has approved in writing.

• (d) Core Management Staffing.

Franchisee, the Management Company or the approved F&B Operator (as applicable) is solely responsible for hiring the Core Management and other Hotel personnel and determining the terms and conditions of their employment.

Franchisee, the Management Company or the approved F&B Operator (as applicable) must hire and properly train all Core Management and have a Core Management team in place at the Hotel at all times.

Franchisee must ensure that all members of the Hotel's Core Management whom Franchisee or the Management Company employ spend all of their working time at the Hotel fulfilling their management and operational responsibilities and do not concurrently maintain a position at another lodging facility or in any other capacity related to the lodging industry.

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