Common use of Coverage of Manager’s Cost; Owner’s Corporate Overhead Clause in Contracts

Coverage of Manager’s Cost; Owner’s Corporate Overhead. (a) In consideration for the Management Fees payable hereunder, and otherwise at Manager’s sole cost and expense, Manager shall provide and maintain, and shall be responsible for the payment of Manager Overhead and Expenses. Manager hereby acknowledges and agrees that Manager shall be liable for the Manager Overhead and Expenses as allocated under the Manager Allocation Agreement. All Manager Overhead and Expenses or other amounts allocated to the Manager and/or Xxxxxxxx Entertainment and/or its Subsidiaries pursuant to the Manager Allocation Agreement shall be paid by Manager (and/or Xxxxxxxx Entertainment and/or its Subsidiaries, as applicable) from its (or their, as applicable) own funds (and not from Gross Revenues) and Manager shall be deemed to have breached this Agreement if Manager uses Gross Revenues knowingly and improperly to pay any Manager Overhead and Expenses; provided, however, that if any such amounts are inadvertently (or in breach of this Agreement are) paid or incurred by Owner or through the use of Gross Revenues (rather than paid directly by Manager, or reimbursed by Manager to Owner from Manager’s own funds and not from Gross Revenues (any such reimbursement to be excluded from Gross Revenues)), Owner shall have the right (notwithstanding any prohibition on offset otherwise provided in this Agreement) to reimbursement of such amounts payable pursuant to and in accordance with the provisions of the Manager Allocation Agreement. Manager has used commercially reasonable efforts based upon information Manager reasonably believes to be current and reliable to formulate the Corporate Overhead Budget and Manager and Owner acknowledge that (i) the projections contained in the Corporate Overhead Budget may be affected by changes in financial, economic, market, competitive, natural and other conditions and circumstances beyond Manager’s control; and (ii) in formulating the Initial Corporate Overhead Budget, Manager has used commercially reasonable efforts to (A) include any and all necessary corporate responsibility and/or functionality necessary for the ownership of the Properties and (B) allocate to Manager Overhead and Expenses in accordance with the requirements of the Manager Allocation Agreement. Manager covenants that in no event shall Manager attempt to reduce or minimize Manager Overhead and Expenses and increase Owner Overhead and Expenses (as defined in the Manager Allocation Agreement) or otherwise circumvent its (or Xxxxxxxx Entertainment’s or its Subsidiaries, as applicable) obligations and covenants contained in this Section 5.2 and the Manager Allocation Agreement by knowingly and improperly allocating any employee and/or responsibilities to the Property level or any other means of allocation which would result in such costs and expenses attributable thereto to be treated as Operating Costs or Owner Overhead and Expenses. For the avoidance of doubt, Manager shall (directly or indirectly through Xxxxxxxx Entertainment and/or its Subsidiaries, as applicable) maintain its levels of operating capacity, functionality and senior management personnel devoted to the operation of the Properties (including all Corporate Services) that are consistent with those reflected in the allocations of Corporate Overhead and Expenses and the functionality, cost centers, personnel and other items to Manager (and Xxxxxxxx Entertainment and/or its Subsidiaries, as applicable) as described in the Manager Allocation Agreement. The Manager Allocation Agreement is supplemental to this Agreement and incorporated herein by reference and made a part hereof as if fully set forth herein. In the event of a conflict or inconsistency between this Section 5.2 and the Manager Allocation Agreement, the Manager Allocation Agreement shall control.

Coverage of Manager’s Cost; Owner’s Corporate Overhead. (a) In consideration for the Management Fees payable hereunder, and otherwise at Manager’s sole cost and expense, Manager shall provide and maintain, and shall be responsible for the payment of Manager Overhead and Expenses. Manager hereby acknowledges and agrees that Manager shall be liable for the Manager Overhead and Expenses as allocated under the Manager Allocation Agreement. All Manager Overhead and Expenses or other amounts allocated to the Manager and/or Xxxxxxxx Entertainment and/or its Subsidiaries pursuant to the Manager Allocation Agreement shall be paid by Manager (and/or Xxxxxxxx Entertainment and/or its Subsidiaries, as applicable) from its (or their, as applicable) own funds (and not from Gross Revenues) and Manager shall be deemed to have breached this Agreement if Manager uses Gross Revenues knowingly and improperly to pay any Manager Overhead and ExpensesExpense; provided, however, that if any such amounts are inadvertently (or in breach of this Agreement are) paid or incurred by Owner or through the use of Gross Revenues (rather than paid directly by Manager, or reimbursed by Manager to Owner from Manager’s own funds and not from Gross Revenues (any such reimbursement to be excluded from Gross Revenues)), Owner shall have the right (notwithstanding any prohibition on offset otherwise provided in this Agreement) to reimbursement of such amounts payable pursuant to and in accordance with the provisions of the Manager Allocation Agreement. Manager has used commercially reasonable efforts based upon information Manager reasonably believes to be current and reliable to formulate the Corporate Overhead Budget and Manager and Owner acknowledge that (i) the projections contained in the Corporate Overhead Budget may be affected by changes in financial, economic, market, competitive, natural and other conditions and circumstances beyond Manager’s control; and (ii) in formulating the Initial Corporate Overhead Budget, Budget Manager has used commercially reasonable efforts to (A) include any and all necessary corporate responsibility and/or functionality necessary for the ownership of the Properties and (B) allocate to Manager Overhead and Expenses in accordance with the requirements of the Manager Allocation Agreement. Manager covenants that in no event shall Manager attempt to reduce or minimize Manager Overhead and Expenses and increase Owner Overhead and Expenses (as defined in the Manager Allocation Agreement) or otherwise circumvent its (or Xxxxxxxx Entertainment’s or its Subsidiaries, as applicable) obligations and covenants contained in this Section 5.2 and the Manager Allocation Agreement by knowingly and improperly allocating any employee and/or responsibilities to the Property level or any other means of allocation which would result in such costs and expenses attributable thereto to be treated as Operating Costs or Owner Overhead and Expenses. For the avoidance of doubt, Manager shall (directly or indirectly through Xxxxxxxx Entertainment and/or its Subsidiaries, as applicable) maintain its levels of operating capacity, functionality and senior management personnel devoted to the operation of the Properties (including all Corporate Services) that are consistent with those reflected in the allocations of Corporate Overhead and Expenses and the functionality, cost centers, personnel and other items to Manager (and Xxxxxxxx Entertainment and/or its Subsidiaries, as applicable) as described in the Manager Allocation Agreement. The Manager Allocation Agreement is supplemental to this Agreement and incorporated herein by reference and made a part hereof as if fully set forth herein. In the event of a conflict or inconsistency between this Section 5.2 and the Manager Allocation Agreement, the Manager Allocation Agreement shall control.

Coverage of Manager’s Cost; Owner’s Corporate Overhead. (a) In consideration for the Management Fees payable hereunder, and otherwise at Manager’s sole cost and expense, Manager shall provide and maintain, and shall be responsible for the payment of Manager Overhead and Expenses. Manager hereby acknowledges and agrees that Manager shall be liable for the Manager Overhead and Expenses as allocated under the Manager Allocation Agreement. All Manager Overhead and Expenses or other amounts allocated to the Manager and/or Xxxxxxxx Entertainment and/or its Subsidiaries pursuant to the Manager Allocation Agreement shall be paid by Manager (and/or Xxxxxxxx Entertainment and/or its Subsidiaries, as applicable) from its (or their, as applicable) own funds (and not from Gross Revenues) and Manager shall be deemed to have breached this Agreement if Manager uses Gross Revenues knowingly and improperly to pay any Manager Overhead and Expenses; provided, however, that if any such amounts are inadvertently (or in breach of this Agreement are) paid or incurred by Owner or through the use of Gross Revenues (rather than paid directly by Manager, or reimbursed by Manager to Owner from Manager’s own funds and not from Gross Revenues (any such reimbursement to be excluded from Gross Revenues)), Owner shall have the right (notwithstanding any prohibition on offset otherwise provided in this Agreement) to reimbursement of such amounts payable pursuant to and in accordance with the provisions of the Manager Allocation Agreement. Manager has used commercially reasonable efforts based upon information Manager reasonably believes to be current and reliable to formulate the Corporate Overhead Budget and Manager and Owner acknowledge that (i) the projections contained in the Corporate Overhead Budget may be affected by changes in financial, economic, market, competitive, natural and other conditions and circumstances beyond Manager’s control; and (ii) in formulating the Initial Corporate Overhead Budget, Manager has used commercially reasonable efforts to (A) include any and all necessary corporate responsibility and/or functionality necessary for the ownership of the Properties Property and (B) allocate to Manager Overhead and Expenses Expense in accordance with the requirements of the Manager Allocation Agreement. Manager covenants that in no event shall Manager attempt to reduce or minimize Manager Overhead and Expenses and increase Owner Overhead and Expenses (as defined in the Manager Allocation Agreement) or otherwise circumvent its (or Xxxxxxxx Entertainment’s or its Subsidiaries, as applicable) obligations and covenants contained in this Section 5.2 and the Manager Allocation Agreement by knowingly and improperly allocating any employee and/or responsibilities to the Property level or any other means of allocation which would result in such costs and expenses attributable thereto to be treated as Operating Costs or Owner Overhead and Expenses. For the avoidance of doubt, Manager shall (directly or indirectly through Xxxxxxxx Entertainment and/or its Subsidiaries, as applicable) maintain its levels of operating capacity, functionality and senior management personnel devoted to the operation of the Properties Property (including all Corporate Services) that are consistent with those reflected in the allocations of Corporate Overhead and Expenses and the functionality, cost centers, personnel and other items to Manager (and Xxxxxxxx Entertainment and/or its Subsidiaries, as applicable) as described in the Manager Allocation Agreement. The Manager Allocation Agreement is supplemental to this Agreement and incorporated herein by reference and made a part hereof as if fully set forth herein. In the event of a conflict or inconsistency between this Section 5.2 and the Manager Allocation Agreement, the Manager Allocation Agreement shall control.