Common use of Engagement of Manager Clause in Contracts

Engagement of Manager. Subject to the terms of this Agreement, Owner hereby grants to Manager the sole and exclusive right to supervise and direct the management and operation of the Hotels for the Term as Owner’s agent coupled with an interest. Manager hereby accepts said grant and agrees that it will control, supervise and direct the management and operation of the Hotels, all subject to the terms, requirements and conditions of this Agreement, with commercially reasonable efforts in doing so, and in an efficient and economical manner consistent with standards prevailing in well managed hotels similar to the Hotels, including all activities in connection therewith which are customary and usual to such an operation (the foregoing standards constituting the “Operating Standards”). Without limiting the generality of the foregoing, and in addition to the other functions to be performed by Manager pursuant to this Agreement, Manager shall perform (or shall cause its Affiliates to perform), in connection with the Hotels in its capacity as “Manager” hereunder and in accordance with the applicable Brand Standards, the Operating Standards and the terms of this Agreement, each of the following functions, provided, however, except as otherwise set forth in this Agreement, the costs and expenses of performing the following functions shall be Operating Costs: (a) Establish and revise, as necessary, administrative policies and procedures, including policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit, and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. (b) Manage expenditures to replenish Operating Supplies and Operating Equipment, make payments on accounts payable and collect accounts receivable. (c) Arrange for and supervise public relations and advertising and prepare marketing plans. (d) Procure all Operating Supplies and replacement Operating Equipment. (e) Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement. (f) Reasonably cooperate (provided that except as herein expressly provided Manager shall not be obligated to enter into any amendments of this Agreement or, unless Owner agrees to reimburse Manager therefor, to incur any material expense including any internal expenses) in any attempt(s) to: (i) effectuate a sale or other transfer of a Hotel subject to the terms of Sections 4.4 and 4.5 of this Agreement; or (ii) obtain any Authorized Mortgage. (g) Negotiate, enter into and administer service contracts and licenses for the operation of the Hotels, including, without limitation, and to the extent appropriate, contracts and licenses for health and safety systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. (h) Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and guest rooms by groups and individuals. (i) Take reasonable action to collect and institute in its own name or in the name of Owner or a Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotels or to oust or dispossess guests, tenants, members or other Persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by the tenant, licensee or concessionaire. (j) Make representatives available to consult with and advise Owner or Owner’s designee at Owner’s reasonable request concerning policies and procedures affecting the conduct of the business of the Hotels. (k) Collect and account for and remit to Government Agencies all applicable excise, sales, value added, occupancy and use taxes or similar governmental charges collected by or at the Hotels directly from guests, members, other patrons, tenants, licensees, concessionaires or other occupants, or as part of the sales price of any goods, services, rentals or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges, and prepare, sign and submit to the applicable Government Agencies the applicable returns and reports therefor on behalf of Owner, in Owner’s name and using Owner’s registration. (l) Keep Owner advised of events which might reasonably be expected to have a material effect on the financial performance or value of any Hotel. (m) To the extent in Manager’s control, obtain and maintain all approvals necessary to use and operate the Hotels in accordance with the applicable Brand Standards, Operating Standards and Legal Requirements. (n) Use its reasonable efforts to keep all ground, underlying and parking leases in full force and effect and arrange appropriate substitutes for any such lease which ceases to be or is reasonably anticipated to cease to be in full force and in effect. (o) Except for the obligations of Owner or Owner’s Affiliate arising pursuant to that certain Sixth Supplement to the Baltimore Declaration, comply with all of the obligations of Owner and Owner’s Affiliate under the Baltimore Declaration in their capacities as owners and/or operators of the Baltimore Hotel (including, without limitation, the Baltimore Health Club and the Baltimore Central Plant). Notwithstanding the foregoing, Manager additionally agrees to comply with all of the obligations of Owner and Owner’s Affiliate under Section 4.4 of the Baltimore Declaration. (p) Perform such other tasks with respect to the Hotels as are generally performed by managers of similar hotels consistent with the Operating Standards and the Brand Standards.

Engagement of Manager. Subject to the terms of this Agreement, Owner hereby grants to Manager the sole and exclusive right to supervise and direct the management and operation of the Hotels for the Term as Owner’s 's agent coupled with an interest. Manager hereby accepts said grant and agrees that it will control, supervise and direct the management and operation of the Hotels, all subject to the terms, requirements and conditions of this Agreement, with commercially reasonable efforts in doing so, and in an efficient and economical manner consistent with standards prevailing in well managed hotels similar to the Hotels, including all activities in connection therewith which are customary and usual to such an operation (the foregoing standards constituting the “"Operating Standards”"). Without limiting the generality of the foregoing, and in addition to the other functions to be performed by Manager pursuant to this Agreement, Manager shall perform (or shall cause its Affiliates to perform), in connection with the Hotels in its capacity as “Manager” hereunder and in accordance with the applicable Brand Standards, the Operating Standards and the terms of this Agreement, each of the following functions, providedPROVIDED, howeverHOWEVER, except as otherwise set forth in this Agreement, the costs and expenses of performing the following functions shall be Operating Costs: (a) Establish and revise, as necessary, administrative policies and procedures, including policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit, and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. (b) Manage expenditures to replenish Operating Supplies and Operating Equipment, make payments on accounts payable and collect accounts receivable. (c) Arrange for and supervise public relations and advertising and prepare marketing plans. (d) Procure all Operating Supplies and replacement Operating Equipment. (e) Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement. (f) Reasonably cooperate (provided that except as herein expressly provided Manager shall not be obligated to enter into any amendments of this Agreement or, unless Owner agrees to reimburse Manager therefor, to incur any material expense including any internal expenses) in any attempt(s) to: (i) effectuate a sale or other transfer of a Hotel subject to the terms of Sections SECTIONS 4.4 and 4.5 of this Agreement; or (ii) to obtain any Authorized Mortgage. (g) Negotiate, enter into and administer service contracts and licenses for the operation of the Hotels, including, without limitation, and to the extent appropriate, contracts and licenses for health and safety systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. (h) Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and guest rooms by groups and individuals. (i) Take reasonable action to collect and institute in its own name or in the name of Owner or a Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotels or to oust or dispossess guests, tenants, members or other Persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by the tenant, licensee or concessionaire. (j) Make representatives available to consult with and advise Owner or Owner’s 's designee at Owner’s 's reasonable request concerning policies and procedures affecting the conduct of the business of the Hotels. (k) Collect and account for and remit to Government Agencies all applicable excise, sales, value added, occupancy and use taxes or similar governmental charges collected by or at the Hotels directly from guests, members, other patrons, tenants, licensees, concessionaires or other occupants, or as part of the sales price of any goods, services, rentals or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges, and prepare, sign and submit to the applicable Government Agencies the applicable returns and reports therefor on behalf of Owner, in Owner’s 's name and using Owner’s 's registration. (l) Keep Owner advised of events which might reasonably be expected to have a material effect on the financial performance or value of any Hotel. (m) To the extent in Manager’s 's control, obtain and maintain all approvals necessary to use and operate the Hotels in accordance with the applicable Brand Standards, Operating Standards and Legal Requirements. (n) Use its reasonable efforts to keep all ground, underlying and parking leases in full force and effect and arrange appropriate substitutes for any such lease which ceases to be or is reasonably anticipated to cease to be in full force and in effect. (o) Except for the obligations of Owner or Owner’s Affiliate arising pursuant to that certain Sixth Supplement to the Baltimore Declaration, comply with all of the obligations of Owner and Owner’s Affiliate under the Baltimore Declaration in their capacities as owners and/or operators of the Baltimore Hotel (including, without limitation, the Baltimore Health Club and the Baltimore Central Plant). Notwithstanding the foregoing, Manager additionally agrees to comply with all of the obligations of Owner and Owner’s Affiliate under Section 4.4 of the Baltimore Declaration. (p) Perform such other tasks with respect to the Hotels as are generally performed by managers of similar hotels consistent with the Operating Standards and the Brand Standards.

Engagement of Manager. Subject to the terms of this Agreement, Owner hereby grants to Manager the sole and exclusive right to supervise and direct the management and operation of the Hotels for the Term as Owner’s agent coupled with an interestTerm. Manager hereby accepts said such grant and agrees that it will control, supervise and direct the management and operation of the Hotels, all subject to the terms, requirements and conditions of this Agreement, with commercially reasonable efforts in doing so, and in an efficient and economical manner consistent with standards prevailing in well managed hotels similar to the Hotels, including all activities in connection therewith which are customary and usual to such an operation (all of the foregoing standards constituting foregoing, collectively, the “Operating Standards”). Subject to the terms and conditions of this Agreement, the Operating Standards and the applicable Brand Standards, Manager shall have the right to determine operating policy, standards of operation, quality of service and any other matters affecting customer relations or management and operation of the Hotels. Without limiting the generality of the foregoing, and in addition to the other functions to be performed by Manager pursuant to this Agreement, Manager shall perform (or shall cause its Affiliates to perform)shall, in connection with the Hotels in its capacity as “Manager” hereunder and in accordance with the applicable Brand Standards, the Operating Standards and the terms of this Agreement, perform each of the following functions, provided, however, except as otherwise set forth in this Agreement, the costs and expenses of performing the following functions shall be Operating Costs: (a) Establish and revise, as reasonably necessary, administrative policies and procedures, including policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit, and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. (b) Manage expenditures to replenish Operating Supplies and Operating Equipment, make payments on accounts payable and collect accounts receivable. (c) Arrange for and supervise public relations and advertising and prepare marketing plans. (d) Procure all Operating Supplies and replacement Operating Equipment. (e) Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement. (f) Reasonably cooperate (provided that except as herein expressly provided Manager shall not be obligated to enter into any amendments of this Agreement or, unless Owner agrees to reimburse Manager therefor, to incur any material expense including any internal expenses) in any attempt(s) to: (i) effectuate a sale or other transfer of a Hotel subject to the terms of Sections 4.3 and 4.4 and 4.5 of this Agreement; or (ii) to obtain any Authorized Mortgage. (g) Negotiate, enter into and administer service contracts and licenses for the operation of the Hotels, including, without limitation, and to the extent appropriate, contracts and licenses for health and safety systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. (h) Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and guest rooms by groups and individuals. (i) Take reasonable action to collect and institute in its own name or in the name of Owner or a Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotels or to oust or dispossess guests, tenants, members or other Persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by the tenant, licensee or concessionaire. (j) Make representatives available to consult with and advise Owner or Owner’s designee at Owner’s reasonable request concerning policies and procedures affecting the conduct of the business of the Hotels. (k) Collect and account for and remit to Government Agencies governmental authorities all applicable excise, sales, value added, occupancy and use taxes or similar governmental charges collected by or at the Hotels directly from guests, members, members or other patrons, tenants, licensees, concessionaires or other occupants, or as part of the sales price of any goods, services, rentals services or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges, and prepare, sign and submit charges (it being understood that any such item is not an Operating Cost except to the applicable Government Agencies the applicable returns and reports therefor on behalf of Owner, extent that such item was included in Owner’s name and using Owner’s registrationGross Revenues). (l) Keep Owner advised of events (other than general market conditions) which might reasonably be expected to have a material adverse effect on the financial performance or value of any Hotel. (m) To the extent in Manager’s control, obtain and maintain all approvals necessary to use and operate the Hotels in accordance with the applicable Brand Standards, Operating Standards and Legal Requirements. (n) Use its reasonable efforts to keep all ground, underlying and parking leases in full force and effect and arrange appropriate substitutes for any such lease which ceases to be or is reasonably anticipated to cease to be in full force and in effect. (o) Except for the obligations of Owner or Owner’s Affiliate arising pursuant to that certain Sixth Supplement to the Baltimore Declaration, comply with all of the obligations of Owner and Owner’s Affiliate under the Baltimore Declaration in their capacities as owners and/or operators of the Baltimore Hotel (including, without limitation, the Baltimore Health Club and the Baltimore Central Plant). Notwithstanding the foregoing, Manager additionally agrees to comply with all of the obligations of Owner and Owner’s Affiliate under Section 4.4 of the Baltimore Declaration. (p) Perform such other tasks with respect to the Hotels as are generally performed by managers of similar hotels consistent with the Operating Standards and the Brand Standards.

Engagement of Manager. Subject to the terms of this Agreement, Owner hereby grants to Manager the sole and exclusive right to supervise and direct the management and operation of the Hotels for the Term as Owner’s agent coupled with an interestTerm. Manager hereby accepts said such grant and agrees that it will control, supervise and direct the management and operation of the Hotels, all subject to the terms, requirements and conditions of this Agreement, with commercially reasonable efforts in doing so, and in an efficient and economical manner consistent with standards prevailing in well managed hotels similar to the Hotels, including all activities in connection therewith which are customary and usual to such an operation (all of the foregoing standards constituting foregoing, collectively, the “Operating Standards”). Subject to the terms and conditions of this Agreement, the Operating Standards and the Brand Standards, Manager shall have the right to determine operating policy, standards of operation, quality of service and any other matters affecting customer relations or management and operation of the Hotels. Without limiting the generality of the foregoing, and in addition to the other functions to be performed by Manager pursuant to this Agreement, Manager shall perform (or shall cause its Affiliates to perform)shall, in connection with the Hotels in its capacity as “Manager” hereunder and in accordance with the applicable Brand Standards, the Operating Standards and the terms of this Agreement, perform each of the following functions, provided, however, except as otherwise set forth in this Agreement, the costs and expenses of performing the following functions shall be Operating Costs: (a) Establish and revise, as necessary, administrative policies and procedures, including policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit, and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. (b) Manage expenditures to replenish Operating Supplies and Operating Equipment, make payments on accounts payable and collect accounts receivable. (c) Arrange for and supervise public relations and advertising and prepare marketing plans. (d) Procure all Operating Supplies and replacement Operating Equipment. (e) Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement. (f) Reasonably cooperate (provided that except as herein expressly provided Manager shall not be obligated to enter into any amendments of this Agreement or, unless Owner agrees to reimburse Manager therefortherefore, to incur any material expense including any internal expenses) in any attempt(s) to: (i) effectuate a sale or other transfer of a Hotel subject to the terms of Sections 4.4 and 4.5 of this Agreement; or (ii) to obtain any Authorized Mortgage. (g) Negotiate, enter into and administer service contracts and licenses for the operation of the Hotels, including, without limitation, and to the extent appropriate, contracts and licenses for health and safety systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. (h) Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and guest rooms by groups and individuals. (i) Take reasonable action to collect and institute in its own name or in the name of Owner or a Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotels or to oust or dispossess guests, tenants, members or other Persons persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by the tenant, licensee or concessionaire. (j) Make representatives available to consult with and advise Owner or Owner’s designee at Owner’s reasonable request concerning policies and procedures affecting the conduct of the business of the Hotels. (k) Collect and account for and remit to Government Agencies governmental authorities all applicable excise, sales, value added, occupancy and use taxes or similar governmental charges collected by or at the Hotels directly from guests, members, members or other patrons, tenants, licensees, concessionaires or other occupants, or as part of the sales price of any goods, services, rentals services or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges, and prepare, sign and submit to the applicable Government Agencies the applicable returns and reports therefor on behalf of Owner, in Owner’s name and using Owner’s registration. (l) Keep Owner advised of events which might reasonably be expected to have a material effect on the financial performance or value of any Hotel. (m) To the extent in Manager’s control, obtain and maintain all approvals necessary to use and operate the Hotels in accordance with the applicable Brand Standards, Operating Standards and Legal Requirements. (n) Use its reasonable efforts to keep all ground, underlying and parking leases in full force and effect and arrange appropriate substitutes for any such lease which ceases to be or is reasonably anticipated to cease to be in full force and in effect. (o) Except for the obligations of Owner or Owner’s Affiliate arising pursuant to that certain Sixth Supplement to the Baltimore Declaration, comply with all of the obligations of Owner and Owner’s Affiliate under the Baltimore Declaration in their capacities as owners and/or operators of the Baltimore Hotel (including, without limitation, the Baltimore Health Club and the Baltimore Central Plant). Notwithstanding the foregoing, Manager additionally agrees to comply with all of the obligations of Owner and Owner’s Affiliate under Section 4.4 of the Baltimore Declaration. (p) Perform such other tasks with respect to the Hotels as are generally performed by managers of similar hotels consistent with the Operating Standards and the Brand Standards.

Engagement of Manager. Subject to the terms of this Agreement, Owner hereby grants to Manager the sole and exclusive right to supervise and direct the management and operation of the Hotels for the Term as Owner’s agent coupled with an interest. Manager hereby accepts said grant and agrees that it will control, supervise and direct the management and operation of the Hotels, all subject to the terms, requirements and conditions of this Agreement, with commercially reasonable efforts in doing so, so and in an efficient and economical manner consistent with standards prevailing in well managed hotels similar to the Hotels, including all activities in connection therewith which are customary and usual to such an operation (the foregoing standards constituting the “Operating Standards”). Owner acknowledges that the Expansion Hotels are to be converted to the Brand Standards following the Expansion Hotels Effective Date. Manager shall complete such conversion promptly after the Expansion Hotels Effective Date, but in all events on or before December 31, 2008; provided, however, Manager shall not be obligated to cause the Expansion Hotels to conform with the requirements of the Brand Standards which have been waived as set forth on Exhibit E. Subject to the terms and conditions of this Agreement, the Operating Standards and the Brand Standards, Manager shall have the right to determine operating policy, standards of operation, quality of service and any other matters affecting customer relations or management and operation of the Hotels. Without limiting the generality of the foregoing, and in addition to the other functions to be performed by Manager pursuant to this Agreement, Manager shall perform (or shall cause its Affiliates to perform)shall, in connection with the Hotels in its capacity as “Manager” hereunder and in accordance with the applicable Brand Standards, the Operating Standards and the terms of this Agreement, perform each of the following functions, provided, however, except as otherwise set forth in this Agreement, the costs and expenses of performing the following functions shall be Operating Costs: (a) Establish and revise, as necessary, administrative policies and procedures, including policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit, and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. (b) Manage expenditures to replenish Operating Supplies and Operating Equipment, make payments on accounts payable and collect accounts receivable. (c) Arrange for and supervise public relations and advertising and prepare marketing plans. (d) Procure all Operating Supplies and replacement Operating Equipment. (e) Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement. (f) Reasonably cooperate (provided that except as herein expressly provided Manager shall not be obligated to enter into any amendments of this Agreement or, unless Owner agrees to reimburse Manager therefor, to incur any material expense including any internal expenses) in any attempt(s) to: (i) effectuate a sale or other transfer of a Hotel subject to the terms of Sections 4.4 and 4.5 of this Agreement; or (ii) to obtain any Authorized Mortgage. (g) Negotiate, enter into and administer service contracts and licenses for the operation of the Hotels, including, without limitation, and to the extent appropriate, contracts and licenses for health and safety systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. (h) Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and guest rooms by groups and individuals. (i) Take reasonable action to collect and institute in its own name or in the name of Owner or a Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotels or to oust or dispossess guests, tenants, members or other Persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by the tenant, licensee or concessionaire. (j) Make representatives available to consult with and advise Owner or Owner’s designee at Owner’s reasonable request concerning policies and procedures affecting the conduct of the business of the Hotels. (k) Collect and account for and remit to Government Agencies all applicable excise, sales, value added, occupancy and use taxes or similar governmental charges collected by or at the Hotels directly from guests, members, other patrons, tenants, licensees, concessionaires or other occupants, or as part of the sales price of any goods, services, rentals or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges, and prepare, sign and submit to the applicable Government Agencies Agencies, the applicable returns and reports therefor on behalf of Owner, in Owner’s name and using Owner’s registration. (l) Keep Owner advised of events which might reasonably be expected to have a material effect on the financial performance or value of any Hotel. (m) To the extent in Manager’s control, obtain and maintain all approvals necessary to use and operate the Hotels in accordance with the applicable Brand Standards, Operating Standards and Legal Requirements. (n) Use its reasonable efforts to keep all ground, underlying and parking leases in full force and effect and arrange appropriate substitutes for any such lease which ceases to be or is reasonably anticipated to cease to be in full force and in effect. (o) Except for the obligations of Owner or Owner’s Affiliate arising pursuant to that certain Sixth Supplement to the Baltimore Declaration, comply with all of the obligations of Owner and Owner’s Affiliate under the Baltimore Declaration in their capacities as owners and/or operators of the Baltimore Hotel (including, without limitation, the Baltimore Health Club and the Baltimore Central Plant). Notwithstanding the foregoing, Manager additionally agrees to comply with all of the obligations of Owner and Owner’s Affiliate under Section 4.4 of the Baltimore Declaration. (p) Perform such other tasks with respect to the Hotels as are generally performed by managers of similar hotels consistent with the Operating Standards and the Brand Standards.