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...
