Hotel Operating Agreement. Lessee agrees that proper management and operation of the Hotel is necessary to maximize Lessor's percentage rent. Accordingly, Lessee shall enter into a Hotel Operating Agreement for the management and operation of the Hotel by Hotel Operator with the consent of Lessor, which consent shall not be unreasonably withheld if the Hotel Operating Agreement expressly provides that the Hotel Operator has read this Lease and agrees to observe and where applicable perform the terms and conditions of this Lease in connection with the operation of the Hotel. Such agreement(s) shall be maintained for the term of the Lease, with any successor Hotel Operator being subject to Lessor's consent. Any amendment, modification or replacement of the Hotel Operating Agreement such that the amended, modified or new Hotel Operating Agreement provides for monthly deposits into an FF&E Reserve Account or its equivalent of an amount less than three percent (3%) of "Gross Revenues" as defined in the Management Agreement between Ground Lessee and The Xxxx-Xxxxxxx Hotel Company, L.L.C. dated January __, 2001 from the Hotel, regardless of the identity of the Hotel Operator, shall require the Lessor's prior written approval. Hotel Operator shall have the right to assign its rights and obligations under the Hotel Operating Agreement to any assignee who (a) acquires all, or substantially all, of the assets of Hotel Operator; (b) assumes its obligations, including those pursuant to the Hotel Operating Agreement; (c) enters into an agreement with Owner that the assignee will continue to operate the Hotel as a luxury hotel as part of the Xxxx-Xxxxxxx chain or to the Xxxx-Xxxxxxx Standards as defined in the Hotel Operating Agreement or at quality standards generally found in those full service resort hotels in the State of Hawaii with at least a 4- Diamond rating from the American Automobile Association as of January 1, 1996; and (d) has sufficient financial capability and experience to carry out its obligations under the Hotel Operating Agreement. The following criteria shall be applied to determine the reasonableness of Lessor in consenting to any Hotel Operator selected by Lessee, or as to any Affiliate or any proposed assignee selected by Hotel Operator: (a) whether as its primary business, it owns, leases or operates any casino or gambling facility if such business, ownership, leasing or operation might reasonably impair the ability of the Lessee, the Hotel Operator or their respective Aff...
Hotel Operating Agreement. The term "Hotel Operating Agreement" shall mean that certain Hotel Operating Agreement dated March 8, 2005 executed by and between Borrower and Hotel Operator for management and operation of the Hotel.
Hotel Operating Agreement. A default occurs under the Hotel Operating Agreement and such default is not cured within thirty (30) days after the occurrence of such default.
Hotel Operating Agreement. The Corporation and the Majority Bondholder agree that a new hotel operating agreement (the “New Hotel Operating Agreement”) will be negotiated and entered into with Hotel Investment Services, Inc. (“HIS”), the existing operator (the “Operator”). The New Hotel Operating Agreement will have a term of not to exceed 20 years and will generally have similar terms as the existing Hotel Operating Agreement, except that (i) there will be additional event of default provisions which will allow the Corporation and/or the Trustee to remove HIS upon occurrence of such events of default; and (ii) it is anticipated that, subject to Internal Revenue Service regulations, the Operator management fee will be based on a percentage of gross revenues of the Project and will not include a fixed fee to cover the franchise fees to be paid to Hilton Hotels Corporation or a Hilton subsidiary (“Hilton”). Such franchise fees will be treated as a pass-through cost to the Corporation.
