Common use of Operating Standards Clause in Contracts

Operating Standards. From and after the Site Launch Date, MP will ensure that the Affiliated MP Site complies in all material respects with the standards set forth in Exhibit E. To the extent site standards are not established in Exhibit E with respect to any aspect or portion of the Affiliated MP Site (or the Products or other Content contained therein), MP will provide such aspect or portion at a level of accuracy, quality, completeness, and timeliness which meets or exceeds prevailing standards in utilities industries. In the event MP fails to comply with the standards set forth in Exhibit E and AOL reasonably determines that such failure is affecting the ability of AOL Users to use the Promotions or the Affiliated MP Site, or is having an adverse effect on any part of the AOL Network, then AOL will have the right (in addition to any other remedies available to AOL hereunder) to (a) suspend the award of Reward Points until MP corrects such non-compliance, and (b) decrease the Promotions it provides to MP hereunder until such time as MP corrects its non-compliance. If at any time during the Term hereof AOL determines that such failure is a material breach under this Agreement, AOL shall notify MP of such material breach, and MP shall have ten (10) days from delivery of such notice to cure such failure. Additionally, if such failure occurs during more than ten (10) days in any nine (9) month period, then (i) AOL will be relieved of the proportionate amount of any Impressions Commitment corresponding to such decrease in Promotions, and (ii) at MP's option either (x) the thresholds for AOL Purchasers (as described in Section 4.2) will be reduced by an amount to correspond to the estimated "lost AOL Purchasers", or (y) MP will pay AOL $*** per "lost AOL Purchaser" if such payment relates to periods before the 1,000,000 AOL Purchasers goal is met, or $*** per "lost AOL Purchaser" if such payment relates to periods after the 1,000,000 AOL Purchasers goal is met. The "lost AOL Purchasers" will be determined based on historical data in the relevant market relating to Impressions, the click through rate, and the customer acquisition rate (or, if no such data or other rates are available in any affected market, the "lost AOL Purchaser" will be determined in accordance with reasonably estimated or presumed data with respect to impressions, click through rates and customer acquisition rates).

Operating Standards. From and after the Site Launch Date, MP will ensure that the Affiliated MP Site complies in all material respects with the standards set forth in Exhibit E. To the extent site standards are not established in Exhibit E with respect to any aspect or portion of the Affiliated MP Site (or the Products or other Content contained therein), MP will provide such aspect or portion at a level of accuracy, quality, completeness, and timeliness which meets or exceeds prevailing standards in utilities industries. In the event MP AG fails to comply with any material term of this Agreement or any Exhibit attached hereto, which failure, by its nature and in the standards set forth in Exhibit E specific case has an immediate and AOL reasonably determines that such failure is affecting the ability of AOL Users to use the Promotions or the Affiliated MP Site, or is having an material adverse effect on AOL [ ] requires timely or immediate action by AOL [ ] any part of the AOL Network, of: [ ] then AOL will have the right (in addition to any other as the sole remedies available to AOL hereunder, other than Sections 8.6, 8.7, and any indemnification provisions hereof, (it being understood that "sole remedies" as used in this Section 2.10 shall mean the sole remedies for such immediate and material adverse effect itself, but not for any other breaches of this Agreement that may be caused as a direct or indirect consequence thereof nor by the underlying failure to so comply by AG, e.g., if and to the extent such failure results in another breach hereof, e.g., if it causes, in whole or in part, AG to fail to comply with Section 1 of Exhibit E, then any such separate breach shall still be deemed a breach, with its own remedies and repercussions as set forth herein)) to immediately, without notice to AG (a) suspend the award of Reward Points until MP corrects such non-complianceprovided AOL uses reasonable efforts to so notify AG and in any event so notifies AG immediately thereafter), and (b) decrease the Promotions promotion it provides to MP AG hereunder (but such decrease shall only be to the extent reasonably necessary to address such specific problem, to the extent feasible (e.g., by blocking certain Promotions in certain channels rather than blocking all Promotions, if and to the extent that is all that is necessary to prevent the problem), until such time as MP AG corrects its non-compliance. If at any time during the Term hereof AOL determines that such failure is a material breach under this Agreement, AOL shall notify MP of promptly restore any such material breachPromotions if and after AG corrects such problems. In such event, and MP shall have ten (10) days from delivery of such notice to cure such failure. Additionally, if such failure occurs during more than ten (10) days in any nine (9) month period, then (i) AOL will be relieved of the proportionate amount that percentage of any Impressions Commitment corresponding promotional commitment made to such decrease in PromotionsAG by AOL hereunder equal to the total number of days AG's violation of clauses (i), and (ii) at MP's option either or (xiii) above divided by the thresholds for AOL Purchasers total number of days in the originally scheduled Initial Term (as described in Section 4.2without extensions or renewals) and any Hurdles & Thresholds set forth herein will each be reduced by an amount to correspond the same percentage (but only to the estimated "lost AOL Purchasers", or (y) MP will pay AOL $*** per "lost AOL Purchaser" if such payment relates to periods before extent applicable during the 1,000,000 AOL Purchasers goal is met, or $*** per "lost AOL Purchaser" if such payment relates to periods after the 1,000,000 AOL Purchasers goal is metperiod of non-compliance). The "lost Parties acknowledge and agree that AOL Purchasers" will be determined based on historical data may take the immediate actions as set forth herein, but may not immediately terminate this Agreement as a result of such non-compliance by AG with the terms of this Section 2.10 unless after giving AG [ ] days notice and an opportunity to cure during such [ ] day period, such breach is continuing (provided that AG has not demonstrated a pattern of such breaches, each under [ ] days, but in the relevant market relating to Impressions, the click through rate, and the customer acquisition rate (or, if no such data or other rates are available in any affected market, the "lost AOL Purchaser" will be determined in accordance with reasonably estimated or presumed data with respect to impressions, click through rates and customer acquisition ratestotal having a material adverse impact).

Operating Standards. From and after the Site Launch Date, MP will Purchase Pro shall ensure that the Affiliated MP Site complies in all material respects Purchase Pro -------------------- Exchange and the AOL Exchange comply with the standards Operating Standards set forth in Exhibit E. Section ___ of the Technology Development Agreement; provided that if AOL elects to host (or have a third party host) the AOL Exchange in accordance with Section 6.3 above, AOL and not Purchase Pro shall be responsible for ensuring that the AOL Exchange complies with the provisions of the Technology Development Agreement which would normally be performed by the Party performing hosting activities. To the extent site standards are not established in Exhibit E the Technology Development Agreement with respect to any aspect or portion of the Affiliated MP Site (Purchase Pro Exchange or the Products AOL Exchange, Purchase Pro or other Content contained therein), MP AOL (as applicable) will provide such aspect or portion at a level of accuracy, quality, completeness, and timeliness which meets or exceeds prevailing standards of Exchanges in utilities industriesthe e-commerce business-to- business industry. In the event MP Purchase Pro fails to comply with the standards set forth in Exhibit E and AOL reasonably determines that such failure is affecting the ability any material terms of AOL Users to use the Promotions or the Affiliated MP Sitethis Agreement, or is having an adverse effect on any part of the AOL Network, then AOL will have the right (in addition to any other remedies available to AOL hereunder) to (a) suspend the award of Reward Points until MP corrects such non-compliance, and (b) decrease the Promotions promotion it provides to MP The AOL Exchange and/or the Purchase Pro Exchange hereunder (and to decrease or cease any other contractual obligation hereunder) until such time as MP Purchase Pro corrects its non-compliance. If at any time during the Term hereof AOL determines that compliance (and in such failure is a material breach under this Agreementevent, AOL shall notify MP of such material breach, and MP shall have ten (10) days from delivery of such notice to cure such failure. Additionally, if such failure occurs during more than ten (10) days in any nine (9) month period, then (i) AOL will be relieved of the proportionate amount of any the Impressions Commitment made to Purchase Pro by AOL hereunder corresponding to such decrease in Promotions, promotion) and (iiany revenue threshold(s) at MP's option either (x) the thresholds for AOL Purchasers (as described set forth in Section 4.2) Sections 3.2 and 3.3 will each be reduced by an amount adjusted proportionately to correspond to such decrease in promotion and other obligations during the estimated "lost AOL Purchasers", or (y) MP will pay AOL $*** per "lost AOL Purchaser" if such payment relates to periods before the 1,000,000 AOL Purchasers goal is met, or $*** per "lost AOL Purchaser" if such payment relates to periods after the 1,000,000 AOL Purchasers goal is met. The "lost AOL Purchasers" will be determined based on historical data in the relevant market relating to Impressions, the click through rate, and the customer acquisition rate (or, if no such data or other rates are available in any affected market, the "lost AOL Purchaser" will be determined in accordance with reasonably estimated or presumed data with respect to impressions, click through rates and customer acquisition rates)period of non-compliance.

Operating Standards. From and after the Site Launch Date, MP ICP will ensure that the Affiliated MP Site complies ICP Sites comply in all material respects at all times with the standards standard set forth in Exhibit E. To the extent site standards are not established in Exhibit E with respect to any aspect or portion of the Affiliated MP Site (or the Products or other Content contained therein), MP will provide such aspect or portion at a level of accuracy, quality, completeness, and timeliness which meets or exceeds prevailing standards in utilities industries. In the event MP ICP fails to comply with any material terms of Exhibit E, AOL shall upon notice to ICP have the standards set forth in Exhibit E right to suspend the Promotion immediately and AOL reasonably determines that if such failure is affecting the ability non-compliance continues for more than [*****] days beyond AOL's written notice to ICP of AOL Users to use the Promotions or the Affiliated MP Sitesuch non-compliance, or is having an adverse effect on any part of the AOL Network, then AOL will have the right (as its sole remedy other than in addition to any other remedies available to AOL hereunderthe event of termination for ICP's breach, which remedy shall not be affected hereby) to (a) suspend the award of Reward Points until MP corrects such non-compliance, and (b) decrease the Promotions Impressions it provides to MP ICP hereunder on a proportional basis until such time as MP ICP corrects its non-compliance. If at any time during the Term hereof AOL determines that compliance (and in such failure is a material breach under this Agreementevent, AOL shall notify MP of such material breach, and MP shall have ten (10) days from delivery of such notice to cure such failure. Additionally, if such failure occurs during more than ten (10) days in any nine (9) month period, then (i) AOL will be relieved of the proportionate amount of any Impressions Commitment made to ICP by AOL hereunder corresponding to such decrease in Promotions, promotion) and (iiany revenue threshold(s) at MP's option either (x) the thresholds for AOL Purchasers (as described set forth in Section 4.24 (and Exhibits K and L hereto) will each be reduced by an amount adjusted proportionately to correspond to such decrease in the estimated "lost Impressions Commitment. Once ICP has brought the Affiliated ICP Sites back into compliance with the material terms of Exhibit E, AOL Purchasers", shall promptly resume the Promotion. In the event that during the Initial Term the AOL Properties (or (yany significant portion thereof) MP will pay AOL $are non-operational for a total of [*** per "lost AOL Purchaser" if such payment relates to periods before the 1,000,000 AOL Purchasers goal is met, or $*** per "lost *] over any [*****] day period (provided that no day shall be counted in more than one [*****] day period), AOL Purchaser" shall provide ICP, as its sole remedy, for each such [*****] day period thereafter, with a number of Impressions equal to one forty-eighth (1/48) of the total Impressions to be provided during the Initial Term; provided, however, that if such payment relates to periods after the 1,000,000 AOL Purchasers goal is met. The "lost AOL Purchasers" will be determined based on historical data in the relevant market relating to Impressions, the click through rate, Properties (or any significant portion thereof) are non-operational for more than [*****] hours (but not including normally scheduled upgrades and the customer acquisition rate (or, if no such data or other rates are available maintenance activities) in any affected market[*****] day period, the "lost AOL Purchaser" will ICP shall be determined in accordance with reasonably estimated or presumed data with respect entitled to impressions, click through rates and customer acquisition rates)terminate this Agreement for material breach.

Operating Standards. From Tenant hereby covenants and after agrees that it ------------------- shall operate the Site Launch Date, MP will ensure Leased Facilities such that the Affiliated MP Site complies in all material respects with the standards set forth in Exhibit E. To the extent site standards are not established in Exhibit E with respect to any aspect or portion (a) as of the Affiliated MP Site last day of each calendar quarter while the Loan Agreement is in effect, the Debt Service Coverage Ratio (as defined in the Loan Agreement) for the Leased Property and, if applicable, the Other Facilities, computed on the basis of the prior twelve (12) calendar months, is not less than 1.10 and (b) as of the last day of each calendar quarter while the Loan Agreement is in effect, the Adjusted Net Operating Income (as defined in the Loan Agreement) for the Leased Property and, if applicable, the Other Facilities, computed on the basis of the prior twelve (12) calendar months, is not less than sixty-five percent (65%) of the Base Adjusted NOI (as defined in the Loan Agreement). Failure to satisfy the foregoing standards (the "Operating Standards") shall constitute an immediate ------------------- Event of Default; provided, however, that any failure to satisfy the foregoing standards shall not constitute an Event of Default if the reduction in the Debt Service Coverage Ratio is due, as determined by Lender in its sole discretion, is attributable primarily to (a) an overall decline in the hospitality industry in the jurisdictions in which the Leased Property and the Other Facilities are located such as a decline attributable to the effect of a natural disaster in such jurisdictions or a similar event or (b) specific economic conditions affecting the Products Leased Property and the Other Facilities which are beyond the Tenant's control, such as the bankruptcy of a major contract customer of the Leased Property and the Other Facilities and similar events. If Landlord declares such Event of Default and seeks to terminate the Lease, Tenant may avoid such termination if within five (5) days of Landlord's request that this Lease be terminated, Tenant remits to Landlord cash to be applied in accordance with and subject to the terms of Section 2.7 of the Loan Agreement in an amount ----------- sufficient to cause the Debt Service Coverage Ratio (as defined in the Loan Agreement) for the Leased Property and the Other Facilities computed on the basis of the prior twelve (12) calendar months to be greater than or other Content contained thereinequal to 1.50 (calculated as if such amount was actually applied to reduce the Principal Indebtedness (as defined in the Loan Agreement) upon which Debt Service (as defined in the Loan Agreement) was paid and calculated as if the Principal Indebtedness (as defined in the Loan Agreement) was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date (as defined in the Loan Agreement), MP will provide such aspect or portion at a level of accuracy, quality, completeness, and timeliness which meets or exceeds prevailing standards in utilities industries). In the event MP fails to comply with the standards set forth in Exhibit E and AOL reasonably determines that such failure this Lease is affecting the ability of AOL Users to use the Promotions terminated pursuant hereto (or the Affiliated MP Site, or is having an adverse effect on any part of the AOL Network, then AOL will have the right (in addition to for any other remedies available reason), Tenant shall cooperate with Landlord to AOL hereunder) secure a replacement tenant or manager so as not to (a) suspend the award of Reward Points until MP corrects such non-compliance, and (b) decrease the Promotions it provides to MP hereunder until such time adversely affect Xxxxxx'x status as MP corrects its non-compliance. If at any time during the Term hereof AOL determines that such failure is a material breach under this Agreement, AOL shall notify MP of such material breach, and MP shall have ten (10) days from delivery of such notice to cure such failure. Additionally, if such failure occurs during more than ten (10) days in any nine (9) month period, then (i) AOL will be relieved of the proportionate amount of any Impressions Commitment corresponding to such decrease in Promotions, and (ii) at MP's option either (x) the thresholds for AOL Purchasers (as described in Section 4.2) will be reduced by an amount to correspond to the estimated "lost AOL Purchasers", or (y) MP will pay AOL $*** per "lost AOL Purchaser" if such payment relates to periods before the 1,000,000 AOL Purchasers goal is met, or $*** per "lost AOL Purchaser" if such payment relates to periods after the 1,000,000 AOL Purchasers goal is met. The "lost AOL Purchasers" will be determined based on historical data in the relevant market relating to Impressions, the click through rate, and the customer acquisition rate (or, if no such data or other rates are available in any affected market, the "lost AOL Purchaser" will be determined in accordance with reasonably estimated or presumed data with respect to impressions, click through rates and customer acquisition rates)REIT.

Operating Standards. From and after the Site Launch Date, MP will ensure that the Affiliated MP Site complies in at all material respects times with the standards set forth in Exhibit E. In addition, (i) from and after the Soft Launch Date, MP shall comply at all times with the "Soft Launch Requirements" set forth in Schedule X to this Agreement and (ii) from and after the end of the Soft Launch Period, MP shall comply at all times with the Official Launch Requirements. Further, during the Renewal Term (if applicable), MP shall comply at all times with paragraphs A. and B. of Schedule Y to this Agreement (the "Renewal Term Additional Standards"). To the extent site standards are not established in Exhibit E E, the Official Launch Requirements or the Renewal Term Additional Standards (if applicable) with respect to any aspect or portion of the Affiliated MP Site (or the Products or other Content contained therein), MP will provide such aspect or portion at a level of accuracy, quality, completeness, and timeliness which that meets or exceeds prevailing standards in utilities industriesthe health insurance industry. In the event MP fails to comply with the standards materially breaches its obligations in paragraphs 2,3,8 or 9 of Exhibit E, its obligations set forth in Exhibit E and AOL reasonably determines that such failure is affecting the ability of AOL Users to use the Promotions or the Affiliated MP SiteOfficial Launch Requirements, or is having an adverse effect on any part of its obligations set forth in the AOL NetworkRenewal Term Additional Standards (if applicable), then AOL will have the right (in addition to any other remedies available to AOL hereunder) to (a) suspend the award of Reward Points until MP corrects such non-compliance, and (b) decrease the Promotions Placements it provides to MP hereunder (and to decrease or cease any other contractual obligation hereunder) until such time as MP corrects its non-compliance. If at any time during the Term hereof AOL determines that compliance (and in such failure is a material breach under this Agreementevent, AOL shall notify MP of such material breach, and MP shall have ten (10) days from delivery of such notice to cure such failure. Additionally, if such failure occurs during more than ten (10) days in any nine (9) month period, then (ia) AOL will be relieved of the proportionate amount of any Impressions Commitment commitments made to MP by AOL hereunder corresponding to such decrease in Promotions, Placements and (ii) at MP's option either (xb) the revenue threshold(s) set forth in Sections 1.2 and 4.2 and the Approved Application thresholds for AOL Purchasers (as described set forth in Section 4.2the Renewal Term Performance Warrant Agreement) will each be reduced by an amount adjusted proportionately to correspond to such decrease in Placements and other obligations during the estimated "lost AOL Purchasers", or (y) MP will pay AOL $*** per "lost AOL Purchaser" if such payment relates to periods before the 1,000,000 AOL Purchasers goal is met, or $*** per "lost AOL Purchaser" if such payment relates to periods after the 1,000,000 AOL Purchasers goal is met. The "lost AOL Purchasers" will be determined based on historical data in the relevant market relating to Impressions, the click through rate, and the customer acquisition rate (or, if no such data or other rates are available in any affected market, the "lost AOL Purchaser" will be determined in accordance with reasonably estimated or presumed data with respect to impressions, click through rates and customer acquisition ratesnon-compliance period)."