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<br />shall be the sole and exclusive manager to manage, operate, maintain, and promote the <br />Facility during the Term and any extension thereof. In such capacity, Manager shall have <br />exclusive authority over the day-to-day operation of the Facility and all activities therein <br />except as otherwise provided for herein. Manager’s specific services to be provided to <br />Owner are those services set out in Exhibit A hereto. <br /> <br />5.3 Approval of the Owner. To the extent that the approval of the Owner is <br />required under the terms of this Agreement, such approval must be in writing. Except for <br />those amendments and approvals hereto that specifically require consideration by the <br />Orange County Commissioners, Owner shall designate an officer who shall be authorized <br />to approve such other approvals on behalf of the Owner. <br /> <br />5.4 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 that Manager <br />will utilize all of its good faith commercially reasonable efforts to manage the Facility in a <br />first-class, high-quality, fiscally responsible manner and in the Owner’s best interest. It is <br />the intention of the parties hereto that Manager will use its good faith commercially <br />reasonable efforts to accomplish the following performance goals in its management of the <br />Facility: <br /> <br />(a) As an enterprise fund, Manager shall generate sufficient Operating Revenue <br />to cover Operating Costs; <br /> <br />(b) Operating Revenue shall provide Debt Service Coverage of 1.25X as part of <br />the Budget formulation and Audited results; <br /> <br />(c) Improving the quality of operations and programming at the Facility; <br /> <br />(d) Operating the Facility in a manner that promotes the Guiding Principles <br />contained in the Owner’s Strategic Plan. <br /> <br />5.5 Right of Use by Manager. The Owner hereby gives Manager the right and <br />license to use the Facility for the Term, and Manager accepts such right of use, for the <br />purpose of performing the services herein specified, including the operation and <br />maintenance of all physical and mechanical facilities necessary for, and related to, the <br />operation, maintenance and management of the Facility. The Owner shall provide Manager <br />with a sufficient amount of suitable office space in the Facility (exact office space to be <br />mutually agreed by the parties) to enable Manager to perform its obligations under this <br />Agreement. In addition, the Owner shall make available to Manager, at no cost, parking <br />spaces adjacent to the Facility for all of Manager's full-time employees and for the Facility’s <br />event staff. <br /> <br />5.6 Right of Use of Staff by Manager. Manager shall have the right to utilize its <br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE