Exceptions for Certain Support Services of Manager’s Affiliates. Notwithstanding the foregoing, Owner shall reimburse Manager for: (i) the appropriate and pro-rata share of salaries, wages or benefits of any officers, directors or employees of Manager or Manager’s Affiliates who shall be regularly or temporarily employed or assigned on a full-time basis at the Hotel or providing regular services to the Hotel, including human resources support, accounting support and the Regional Director of Operations, subject to the prior written approval of Owner, unless included in the Annual Business Plan; (ii) personnel providing legal services to Manager in connection with matters involving the Hotel, which services shall be charged at rates which approximate Manager’s Affiliates’ costs associated with such personnel and which services, unless included in the Annual Business Plan, shall be subject to the prior written approval of Owner; (iii) the out-of-pocket expenses directly related to the operation and management of the Hotel; and (iv) certain other services (“Group Services”) best provided to Owner and Manager’s Affiliates on a group rather than on an individual basis, including, without limitation, any insurance program Manager may institute. Manager and its Affiliates may profit from such programs and services through volume rebates, rate reductions, and other incentives from outside vendors, through markups, internal profits, and other benefits. Manager’s intention is to make available to Owner certain benefits of group or national purchasing programs on a number of items that can be used by or at the Hotel, although Manager cannot and does not assure or represent that any item or that the total of items purchased through any Group Services program will be at a cost lower than may otherwise be available to Owner or the Hotel from other sources. Owner hereby acknowledges the foregoing disclosure and consents to the retention by Manager or its Affiliates of such rebates, incentives, profits and other benefits which are paid, accrue to, or are retained by Manager in connection with the Group Services programs Owner elects to participate in. Owner specifically acknowledges and stipulates that Manager, in its capacity as operator of the Hotel or otherwise, is not acting as a fiduciary to Owner in connection with any aspect of Group Services. Further, Owner agrees that Manager is not required to disclose to Owner any profit, rebate, markup, incentive or other similar payment that Manager receives or retains from any markup or ot...
Exceptions for Certain Support Services of Manager’s Affiliates. Notwithstanding the foregoing, Opco shall reimburse Manager for the following costs: (i) the salaries or wages of any property level employees of Manager or Manager's Affiliates who shall be regularly or temporarily employed or assigned on a full-time basis at the Facilities to the extent such salaries or wages are included in Total Operating Expenses; and (ii) the out- of-pocket expenses of employees of Manager or its Affiliates incurred in connection with the management of the Facilities to the extent such expenses are included in Total Operating Expenses. In no event shall Manager's Affiliates be deemed a party to this Agreement or responsible in any way for Manager's obligations pursuant to this Agreement by virtue of providing the foregoing services to Manager and Opco reimbursing Manager for the Total Operating Expenses in connection therewith.
