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10 <br /> 4.4 Suspension. Owner may suspend any portion of this Agreement at any time <br /> and from time to time for Owner's convenience and without penalty to Owner upon three (3) <br /> days' notice to Manager. Upon any suspension by Owner, Manager shall discontinue the <br /> activities related to the suspended portion and shall not resume such activities until notified <br /> to proceed by Owner. No suspension shall exceed fifteen (15) consecutive calendar days. <br /> ARTICLE 5 OWNERSHIP; MANAGEMENT; AND USE OF THE FACILITY <br /> 5.1 Ownership of Facility. Data. Eauipment. and Materials. The Owner will at all <br /> times retain ownership of the Facility, including but not limited to real estate, technical <br /> equipment, furniture, displays, fixtures and similar property, including improvements made <br /> during the Term, at the Facility. Any data, equipment or materials furnished by Owner to <br /> Manager or acquired by Manager as an Operating Expense shall remain the property of <br /> Owner and shall be returned to Owner when no longer needed by Manager to perform <br /> under this Agreement or upon the termination of this Agreement. Notwithstanding the above, <br /> Owner shall not have the right to use any third-party software licensed by Manager for <br /> general use by Manager at the Facility and other facilities managed by Manager, the <br /> licensing fee for which is proportionately allocated and charged to the Facility as an <br /> Operating Expense; such software may be retained by Manager upon expiration or <br /> termination hereof. <br /> 5.2 Approval of Owner. To the extent that the approval of the Owner is required <br /> under the terms of this Agreement, such approval must be in writing, except for those <br /> amendments and approvals hereto that specifically require consideration by the Orange <br /> County Commissioners, which consideration shall occur at a business meeting of the <br /> Orange County Commissioners. <br /> 5.3 Standards of Measurement of Manager's Performance. The Owner is <br /> entering into this Agreement in part based upon Manager's stated expertise and experience <br /> in managing and promoting other facilities similar in nature to the Facility and the <br /> expectation that Manager will utilize all of its good faith commercially reasonable efforts to <br /> manage the Facility in a first-class, high-quality, fiscally responsible manner and in the <br /> Owner's best interest. The parties intend and expect that Manager will use its good faith <br /> commercially reasonable efforts to accomplish the following performance goals in its <br /> management of the Facility: <br /> (a) As an enterprise fund, Manager shall generate sufficient Operating Revenue <br /> to cover Operating Costs; <br /> (b) Net Operating Revenue shall provide debt service coverage of 1.25X as part <br /> of the budget formulation and audited results; <br /> (c) Improving the quality of operations and programming at the Facility; <br /> (d) Operating the Facility in a manner that promotes the Guiding Principles <br />