Operating Standard Defined. Manager agrees that, subject to the provisions of this Agreement, Manager shall, as the agent of Owner, cause the Hotel to be operated (a) in a prudent and efficient manner reasonably calculated to repay Bondholders in accordance with the terms of the Indenture, consistent with the requirements and limitations set forth in this Agreement (including those relating to the applicable Approved Operating Plan and Budget and the applicable Capital Budget), (b) in accordance with standards, policies, and programs applicable to all phases of operation and programs, including without limitation, purchasing programs, sales promotion programs, and quality improvement programs, which are prevailing in effect from time to time and applicable to the operation of Other Omni Hotels (“Omni Brand Standards”), as currently set forth in Exhibit Z attached hereto, (c) as a full service, first class, convention oriented Hotel which is at least comparable to other Comparable Convention Center Hotels, taking into account the character, size and location of the facility, operated in accordance with the Four Diamond rating requirements of the American Automobile Association (“AAA”), as currently set forth in Exhibit AA attached hereto; and (d) in a manner reasonably calculated to: (i) protect and preserve the assets that comprise the Hotel; (ii) maximize over the Operating Term the financial return to Owner from ownership and operation of the Hotel as a first class, convention center headquarters hotel, after taking into consideration the Room Block Agreement; and (iii) control Operating Expenses (the standards described in clauses (a) through (d) above being referred to collectively as either the “Operating Standards” or the “Operating Standard”). Owner agrees that the Omni Brand Standards as set forth in Exhibit Z hereto meet the Four Diamond rating standards of AAA as set forth in Exhibit AA. Nevertheless and notwithstanding anything contained in this Agreement to the contrary, if AAA does not confer a Four Diamond rating on the Hotel, it will not constitute a default or “Event of Default” hereunder, so long as the Hotel meets the operating standards then published by AAA to obtain a Four Diamond rating. Owner hereby acknowledges that Manager owns and/or operates other hotels in the Dallas Forth Worth area and other convention center hotels in the United States. Owner hereby agrees and acknowledges that Manager’s ownership, operation, management and promotion of all such other h...
Operating Standard Defined. Manager agrees that, subject to the provisions of this Agreement, including, without limitation, the limitations of Legal Requirements, Manager shall cause the Hotel to be operated (a) in a manner consistent with the requirements and limitations set forth in this Agreement (including those relating to the applicable Operating Plan and Budget and the applicable Capital Budget) and the Condominium Documents, (b) in accordance with standards, policies, and programs which are prevailing in effect from time to time and applicable to the operation of Other Hilton Hotels (the "Hilton Brand Standards"), including standards and policies applicable to all phases of operation and programs such as purchasing programs, sales promotion programs, and quality improvement programs, (c) as a full service, first class, convention oriented Upper Upscale Hotel in a manner reasonably expected to earn the Hotel at least an Upper Upscale Rating, which is at least comparable to other first class convention Other Hilton Hotels, taking into account the character, size and location of the facility and (d) to the extent consistent with (a), (b), and (c), in a manner reasonably calculated to: (i) protect and preserve the assets that comprise the Hotel; (ii) maximize over the Operating Term the financial return to Corporation from the operation of the Hotel as a first class, convention center headquarters hotel, after taking into consideration the Room Block Commitment; and (iii) control Operating Expenses (the standards described in clauses (a) through (d) above being referred to collectively as either the "Operating Standards" or the "Operating Standard"). Nevertheless, if an Upper Upscale Rating for the Hotel is not achieved, it will not constitute a default provided Manager works diligently and in good faith to achieve such an Upper Upscale Rating.
