Common use of Golf Facility Clause in Contracts

Golf Facility. As of the Effective Date, Westin’s management of the Golf Facility shall be delegated to the Golf Manager pursuant to the Golf Management Agreement. In light of the integrated nature of the Resort, and in light of the importance of the successful operation of the Golf Facility to the success of the Resort, Westin and Owner shall cooperate fully with each other with respect to the oversight of the operation of the Golf Facility and Golf Manager by Westin. The Golf Director shall, pursuant to the Golf Management Agreement, report to the General Manager, and shall participate with Westin in the development of sales and marketing, booking, pricing strategies and other operational matters affecting the Golf Facility and other components of the Resort. Such oversight by Westin shall be effected with guidance from Owner. By way of example, but subject to the limitations contained in other agreements affecting the Resort (including, without limitation, the Master Lease Agreement), if Owner and Westin determine that it is in the interest of the Resort to offer package pricing to Resort guests for rooms and for greens fees and/or lessons or other services at the Golf Facility, Westin, Golf Manager and Owner shall cooperate in good faith to make appropriate allocations of the revenues and expenses between the Golf Facility and the balance of the Resort. In addition, Owner agrees to comply and to cause its Affiliates to comply with the following terms and conditions during the term of this Agreement. 2.11.1 The Golf Facility, as well as all signage, landscaping, entry and access components of the Golf Facility shall be, and Owner and Westin shall at all times exercise reasonable and diligent efforts by direct action, enforcement of contractual rights or otherwise to insure that such facilities and components are, maintained and operated to a standard consistent and compatible with the first-class standard of the Resort as contemplated by this Agreement and consistent with the standards of maintenance and operation of other first-class golf resorts operated by Westin. Westin shall ensure that at all times the operation of the Golf Facility complies with the Operating Standard. 2.11.2 Throughout the term of this Agreement, Owner shall ensure that the Resort is afforded access and use rights with respect to the Golf Facility in order to seek to satisfy the reasonable needs and expectations of Resort guests. In furtherance of the foregoing covenant, Owner acknowledges that Westin shall have the authority and duty to cause procedures to be established (including a system of priority reservation rights) to seek to ensure that the Resort has access to a sufficient number of tee times daily (at times corresponding to anticipated demand) to meet the reasonable needs and expectations of Resort guests for individual and tournament play, subject to the contractual rights of private members of the Golf Facility and owners of the individual condominium units within the Resort. 2.11.3 Westin agrees that Owner is a third party beneficiary of the Golf Management Agreement and that Westin shall not amend, restate, modify, terminate or waive any provision of the Golf Management Agreement without Owner’s prior written consent in each instance, and, with respect to any economic modifications, such consent may be denied in Owner’s sole and absolute discretion.