Common use of Managers’ Obligations Clause in Contracts

Managers’ Obligations. Manager shall, on behalf of Owner and at Owner's expense, direct the operation of the Hotel pursuant to the terms of this Agreement and the License Agreement. Manager shall be exclusively responsible for directing the day-to-day activities of the Hotel and establishing all policies and procedures relating to the management and operation of the Hotel. Except as specifically otherwise provided, all cost(s) and expense(s) incurred by Manager in association with the performance of the obligations hereinafter set forth shall be, regardless of the designation of a portion thereof as Fee Ownership Costs (as herein defined), operating costs and shall accordingly be paid from the Bank Account(s) as hereinafter defined in Section 3.01(iv) below. Manager, during the Term, shall have the following obligations: (i) Costs of Fee Owner and Owner. Pursuant to the terms of the Percentage Lease, Manager understands that Fee Owner has agreed to pay, among other things (i) land, building and personal property taxes and assessments applicable to the Hotel, (ii) premiums and charges for the casualty insurance coverages specified on Exhibit "D", (iii) expenditures for capital replacements, (iv) expenditures for maintenance and repair of underground utilities and structural elements of the Hotel and (v) the payments of principal, interest and other sums payable under the Acquisition Loan (as herein defined) (collectively, "Fee Ownership Costs"). To the extent this Agreement obligates or authorizes Manager to pay any such Fee Ownership Costs, Manager shall pay such Fee Ownership Costs on behalf of Fee Owner to the extent of funds in the Bank Account(s) (as herein defined) in the order of priority set forth in Exhibit B or the Reserve Fund (as herein defined) and Fee Owner and Owner shall make such adjustments and payments to each other as may be necessary from time to time to take into account any such payments by Manager. Manager shall have no duty, obligation or liability to Fee Owner or Owner (i) to make any determination as to whether any expense required to be paid by Manager hereunder is a Fee Ownership Cost or a cost of Owner, (ii) to make any determination as to whether funds in the Bank Account(s) or the Reserve Fund belong to Fee Owner or Owner or (iii) to require that Fee Ownership Costs be paid from funds which can be identified as belonging to Fee Owner, or that other costs and expenses required to be paid by Owner be paid from funds which can be identified as belonging to Owner; it being the intent of the parties to this Agreement that (i) Owner and Fee Owner shall look only to each other and not to Manager with respect to moneys that may be owed one to the other as a consequence of Manager's performance under this Agreement and (ii) Manager need only look to Owner to pay operating costs, including, without limitation, those designated herein as Fee Ownership Costs;

Managers’ Obligations. Manager shall, on behalf of Owner and --------------------- at Owner's expense, direct the operation of the Hotel pursuant to the terms of this Agreement and the License Agreement. Manager shall be exclusively responsible for directing the day-to-day activities of the Hotel and establishing all policies and procedures relating to the management and operation of the Hotel. Except as specifically otherwise provided, all cost(s) and expense(s) incurred by Manager in association with the performance of the obligations hereinafter set forth shall be, regardless of the designation of a portion thereof as Fee Ownership Costs (as herein defined), operating costs and shall accordingly be paid from the Bank Account(s) as hereinafter defined in Section 3.01(iv) below. Manager, during the Term, shall have the following obligations: (i) Costs of Fee Owner and Owner. Pursuant to the terms of the Percentage ---------------------------- Lease, Manager understands that Fee Owner has agreed to pay, among other things (i) land, building and personal property taxes and assessments applicable to the Hotel, (ii) premiums and charges for the casualty insurance coverages specified on Exhibit "D", (iii) expenditures for capital replacements, and (iv) expenditures for maintenance and repair of underground utilities and structural elements of the Hotel and (v) the payments of principal, interest and other sums payable under the Acquisition Loan (as herein defined) (collectively, "Fee Ownership Costs"). To the extent this Agreement obligates or authorizes Manager to pay any such Fee Ownership Costs, Manager shall pay such Fee Ownership Costs on behalf of Fee Owner to the extent of funds in the Bank Account(s) (as herein defined) in the order of priority set forth in Exhibit B or the Reserve Fund (as herein defined) and Fee Owner and Owner shall make such adjustments and payments to each other as may be necessary from time to time to take into account any such payments by Manager. Manager shall have no duty, obligation or liability to Fee Owner or Owner (i) to make any determination as to whether any expense required to be paid by Manager hereunder is a Fee Ownership Cost or a cost of Owner, (ii) to make any determination as to whether funds in the Bank Account(s) or the Reserve Fund belong to Fee Owner or Owner or (iii) to require that Fee Ownership Costs be paid from funds which can be identified as belonging to Fee Owner, or that other costs and expenses required to be paid by Owner be paid from funds which can be identified as belonging to Owner; it being the intent of the parties to this Agreement that (i) Owner and Fee Owner shall look only to each other and not to Manager with respect to moneys that may be owed one to the other as a consequence of Manager's performance under this Agreement and (ii) Manager need only look to Owner to pay operating costs, including, without limitation, those designated herein as Fee Ownership Costs;

Managers’ Obligations. SECTION 2.1. Manager shallshall perform the following services with respect to the Shopping Center: (a) Manager shall maintain liaison with the design, on behalf engineering, construction staffs and other special consultants engaged by Owner. (b) Manager shall submit to Owner from time to time and, when required under the terms of Owner and at this Agreement, request Owner's expense, direct approval of Manager's recommendations for the operation of the Hotel pursuant to the terms of this Agreement and the License Agreement. Manager shall be exclusively responsible for directing the day-Shopping Center, including, but not limited to-day activities of the Hotel and establishing all policies and procedures relating to the management and operation of the Hotel. Except as specifically otherwise provided, all cost(s) and expense(s) incurred by Manager in association with the performance of the obligations hereinafter set forth shall be, regardless of the designation of a portion thereof as Fee Ownership Costs (as herein defined), operating costs and shall accordingly be paid from the Bank Account(s) as hereinafter defined in Section 3.01(iv) below. Manager, during the Term, shall have the following obligations: (i) Costs the number and type of Fee Owner employees to be employed; (ii) procedures for the collection of rents and Owner. Pursuant other charges; (iii) maintenance, repair and expansion of the Shopping Center; (iv) an insurance program for the Shopping Center; and (v) marketing and promotion of the Shopping Center and the establishment of such merchants' association or promotion and marketing funds as Manager shall deem appropriate. (c) The following provisions shall apply to the terms of budget and leasing plan for the Percentage Lease, Manager understands that Fee Owner has agreed to pay, among other things Shopping Center: (i) land, building and personal property taxes and assessments applicable to the Hotel, (ii) premiums and charges for the casualty insurance coverages specified on Exhibit "D", (iii) expenditures for capital replacements, (iv) expenditures for maintenance and repair Not later than November 30th of underground utilities and structural elements of the Hotel and (v) the payments of principal, interest and other sums payable under the Acquisition Loan (as herein defined) (collectively, "Fee Ownership Costs"). To the extent this Agreement obligates or authorizes Manager to pay any such Fee Ownership Costseach year, Manager shall pay such Fee Ownership Costs on behalf of Fee Owner to prepare and submit for Owner's approval, which approval shall not be unreasonably withheld or delayed, a shopping center budget ("SHOPPING CENTER BUDGET") for the extent of funds in the Bank Account(s) (as herein defined) in the order of priority next calendar year. The Shopping Center Budget shall set forth in Exhibit B or reasonable detail the Reserve Fund estimated operating receipts and expenditures of Owner on a month-to-month basis for the period covered by the Shopping Center Budget, and shall show amounts reserved for on-going expenses, any anticipated extraordinary expenses, contingencies and capital expenditures and source of funds with respect thereto (including the amount and the approximate date funds will be needed for such expenses). The Shopping Center Budget shall also contain, as a separate line item for informational purposes only, an estimate of the "Management Expenses" (as herein defineddefined in Section 5.1 hereof) that will be payable to Manager during the period covered by the Shopping Center Budget. Owner may not disapprove the Shopping Center Budget on the basis of the estimate of Management Expenses contained in the Shopping Center Budget, nor shall the amount of Management Expenses payable during the period covered by the Shopping Center Budget be limited by the estimate of such expenses contained in the Shopping Center Budget. The Shopping Center Budget shall be substantially in the form of budget attached hereto as Exhibit "B". If Owner does not approve the most recently submitted Shopping Center Budget or proposed revision thereof, then Manager shall continue to operate under the most-current Approved Budget, modified as necessary to (a) authorize Non-Discretionary Expenditures and Fee Owner and Owner shall make such adjustments and payments to each other as may be necessary from time to time (b) to take into account any such payments expenditures which have already been made. The Shopping Center Budget and amendments thereto as approved by Manager. Manager Owner in accordance with the terms hereof shall have no duty, obligation or liability to Fee Owner or Owner (i) to make any determination as to whether any expense required to be paid by Manager hereunder is a Fee Ownership Cost or a cost of Owner, herein called the "APPROVED BUDGET". (ii) to make any determination as to whether funds in In connection with the Bank Account(s) or budgeting process, but not later than November 30th of each year, Manager shall submit for the Reserve Fund belong to Fee reasonable approval of Owner or Owner or (iii) to require that Fee Ownership Costs be paid from funds a comprehensive leasing plan and rent schedule, which can be identified as belonging to Fee Owner, or that other costs and expenses required shall include a statement of the space Manager expects to be paid by Owner leased during such year, the proposed tenant (if known) and the use proposed for the space to be paid from funds which can be identified as belonging leased, the fixed or minimum rent and the method of calculation of percentage rent it expects to Owner; it being the intent obtain for such space, any tenant allowances and leasing commissions and all other material financial provisions of the parties to this Agreement that (i) Owner and Fee Owner shall look only to each other and not to Manager with respect to moneys that may be owed one to the other as a consequence of Manager's performance under this Agreement and (ii) Manager need only look to Owner to pay operating costs, including, without limitation, those designated herein as Fee Ownership Costs;tenant lease.

Managers’ Obligations. Manager shallManager, on behalf of Owner Lessee and at OwnerLessee's expenseexpense as provided for in this Agreement, shall direct the operation of the Hotel pursuant to the terms of this Agreement and the License Agreement. Manager in accordance shall be exclusively responsible for directing the day-to-day activities of the Hotel and for establishing all policies and procedures relating to the management and operation of the Hotel, subject to the terms and conditions of this Agreement and the License Agreement. Except as herein specifically otherwise provided, all cost(s) and expense(s) incurred by Manager in association connection with the performance of the its obligations hereinafter set forth shall be, regardless of the designation of a portion thereof as Fee Ownership be Operating Costs (as herein defined), operating costs and accordingly shall accordingly be paid from the Bank Account(s) Account as hereinafter defined in Section 3.01(iv3.01(d) belowor the Operating Deficit Account as hereinafter defined in Section 4.01(c), as the case may be. Manager, during the Term, shall have the following duties and obligations: (ia) Costs of Fee Owner the Partnership and OwnerLessee. Pursuant to the terms of the Percentage Lease, Manager understands that Fee Owner the Partnership has agreed to pay, among other things (i) land, building and personal property taxes and assessments applicable to the Hotel, (ii) premiums and charges for the casualty insurance coverages specified on Exhibit "D", (iii) expenditures for capital replacements, replacements and (iv) expenditures for maintenance and repair of underground utilities and structural elements of the Hotel and (v) the payments of principal, interest and other sums payable under the Acquisition Loan (as herein defined) (collectively, "Fee Ownership Partnership Costs"). To the extent this Agreement obligates or authorizes Manager to pay any such Fee Ownership Partnership Costs, Manager shall pay such Fee Ownership Partnership Costs on behalf of Fee Owner the Partnership to the extent of funds in the Bank Account(s) (as herein defined) in ), the order of priority set forth in Exhibit B Operating Deficit Account or the Reserve Fund (as herein definedsuch terms are defined below) and Fee Owner the Partnership and Owner Lessee shall make such adjustments and payments to each other as may be necessary from time to time to take into account any such payments by Managerpayments. Manager shall have no duty, obligation or liability to Fee Owner the Partnership or Owner Lessee (i) to make any determination as to whether any expense required to be paid by Manager hereunder is a Fee Ownership Partnership Cost or a cost of OwnerLessee, (ii) to make any determination as to whether funds in the Bank Account(s) ), the Operating Deficit Account or the Reserve Fund belong to Fee Owner the Partnership or Owner Lessee or (iii) to require that Fee Ownership Partnership Costs be paid from funds which can be identified as belonging to Fee Ownerthe Partnership, or that other costs and expenses required to be paid by Owner Lessee be paid from funds which can be identified as belonging to OwnerLessee; it being the intent of the parties to this Agreement that (i) Owner Lessee and Fee Owner the Partnership shall look only to each other and not to Manager with respect to moneys that may be owed one to the other as a consequence of Manager's performance under this Agreement and (ii) Manager need only look to Owner to pay operating costs, including, without limitation, those designated herein as Fee Ownership Costs;Agreement.

Managers’ Obligations. Manager shall, on behalf of Owner and --------------------- at Owner's expense, direct the operation of the Hotel pursuant to the terms of this Agreement and the License Agreement. Manager shall be exclusively responsible for directing the day-to-day activities of the Hotel and establishing all policies and procedures relating to the management and operation of the Hotel. Except as specifically otherwise provided, all cost(s) and expense(s) incurred by Manager in association with the performance of the obligations hereinafter set forth shall be, regardless of the designation of a portion thereof as Fee Ownership Costs (as herein defined), operating costs and shall accordingly be paid from the Bank Account(s) as hereinafter defined in Section 3.01(iv) below. Manager, during the Term, shall have the following obligations: (i) Costs of Fee Owner and Owner. Pursuant to the terms of the Percentage ---------------------------- Lease, Manager understands that Fee Owner has agreed to pay, among other things (i) land, building and personal property taxes and assessments applicable to the Hotel, (ii) premiums and charges for the casualty insurance coverages specified on Exhibit "D", (iii) ---------- expenditures for capital replacements, (iv) expenditures for maintenance and repair of underground utilities and structural elements of the Hotel and (v) the payments of principal, interest and other sums payable under the Acquisition Loan (as herein defined) (collectively, "Fee Ownership Costs"). To the extent this Agreement obligates or authorizes Manager to pay any such Fee Ownership Costs, Manager shall pay such Fee Ownership Costs on behalf of Fee Owner to the extent of funds in the Bank Account(s) (as herein defined) in the order of priority set forth in Exhibit B "B" or the Reserve Fund (as ---------- herein defined) and Fee Owner and Owner shall make such adjustments and payments to each other as may be necessary from time to time to take into account any such payments by Manager. Manager shall have no duty, obligation or liability to Fee Owner or Owner (i) to make any determination as to whether any expense required to be paid by Manager hereunder is a Fee Ownership Cost or a cost of Owner, (ii) to make any determination as to whether funds in the Bank Account(s) or the Reserve Fund belong to Fee Owner or Owner or (iii) to require that Fee Ownership Costs be paid from funds which can be identified as belonging to Fee Owner, or that other costs and expenses required to be paid by Owner be paid from funds which can be identified as belonging to Owner; it being the intent of the parties to this Agreement that (i) Owner and Fee Owner shall look only to each other and not to Manager with respect to moneys that may be owed one to the other as a consequence of Manager's performance under this Agreement and (ii) Manager need only look to Owner to pay operating costs, including, without limitation, those designated herein as Fee Ownership Costs;.

Managers’ Obligations. Manager shall, on behalf of Owner and at Owner's expense, direct the operation of the Hotel pursuant to the terms of this Agreement and the License Agreement. Manager shall be exclusively responsible for directing the day-to-day activities of the Hotel and establishing all policies and procedures relating to the management and operation of the Hotel. Except as specifically otherwise provided, all cost(s) and expense(s) incurred by Manager in association with the performance of the obligations hereinafter set forth shall be, regardless of the designation of a portion thereof as Fee Ownership Costs (as herein defined), operating costs and shall accordingly be paid from the Bank Account(s) as hereinafter defined in Section 3.01(iv) below. Manager, during the Term, shall have the following obligations: (i) Costs of Fee Owner and Owner. Pursuant to the terms of the Percentage Lease, Manager understands that Fee Owner has agreed to pay, among other things (i) land, building and personal property taxes and assessments applicable to the Hotel, (ii) premiums and charges for the casualty insurance insurance-coverages specified on Exhibit "D", (iii) expenditures for capital replacements, and (iv) expenditures for maintenance and repair of underground utilities and structural elements of the Hotel and (v) the payments of principal, interest and other sums payable under the Acquisition Loan (as herein defined) (collectively, "Fee Ownership Costs"). To the extent this Agreement obligates or authorizes Manager to pay any such Fee Ownership Costs, Manager shall pay such Fee Ownership Costs on behalf of Fee Owner to the extent of funds in the Bank Account(s) (as herein defined) in the order of priority set forth in Exhibit B "B" or the Reserve Fund (as herein defined) and Fee Owner and Owner shall make such adjustments and payments to each other as may be necessary from time to time to take into account any such payments by Manager. Manager shall have no duty, obligation or liability to Fee Owner or Owner (i) to make any determination as to whether any expense required to be paid by Manager hereunder is a Fee Ownership Cost or a cost of Owner, (ii) to make any determination as to whether funds in the Bank Account(s) or the Reserve Fund belong to Fee Owner or Owner Owner, or (iii) to require that Fee Ownership Costs be paid from funds which can be identified as belonging to Fee Owner, or that other costs and expenses required to be paid by Owner be paid from funds which can be identified as belonging to Owner; it being the intent of the parties to this Agreement that (i) Owner and Fee Owner shall look only to each other and not to Manager with respect to moneys that may be owed one to the other as a consequence of Manager's performance under this Agreement and (ii) Manager need only look to Owner to pay operating costs, including, without limitation, those designated herein as Fee Ownership Costs;.

Managers’ Obligations. Manager shall, on behalf of Owner --------------------- and at Owner's expense, direct the operation of the Hotel pursuant to the terms of this Agreement and the License Agreement. Manager shall be exclusively responsible for directing the day-to-day activities of the Hotel and establishing all policies and procedures relating to the management and operation of the Hotel. Except as specifically otherwise provided, all cost(s) and expense(s) incurred by Manager in association with the performance of the obligations hereinafter set forth shall be, regardless of the designation of a portion thereof as Fee Ownership Costs (as herein defined), operating costs and shall accordingly be paid from the Bank Account(s) as hereinafter defined in Section 3.01(iv) below. Manager, during the Term, shall have the following obligations: (i) Costs of Fee Owner and Owner. Pursuant to the terms of the ---------------------------- Percentage Lease, Manager understands that Fee Owner has agreed to pay, among other things (i) land, building and personal property taxes and assessments applicable to the Hotel, (ii) premiums and charges for the casualty insurance coverages specified on Exhibit "D", (iii) expenditures for capital replacements, and (iv) expenditures for maintenance and repair of underground utilities and structural elements of the Hotel and (v) the payments of principal, interest and other sums payable under the Acquisition Loan (as herein defined) (collectively, "Fee Ownership Costs"). To the extent this Agreement obligates or authorizes Manager to pay any such Fee Ownership Costs, Manager shall pay such Fee Ownership Costs on behalf of Fee Owner to the extent of funds in the Bank Account(s) (as herein defined) in the order of priority set forth in Exhibit B or the Reserve Fund (as herein defineddefined ) and Fee Owner and Owner shall make such adjustments and payments to each other as may be necessary from time to time to take into account any such payments by Manager. Manager shall have no duty, obligation or liability to Fee Owner or Owner (i) to make any determination as to whether any expense required to be paid by Manager hereunder is a Fee Ownership Cost or a cost of Owner, (ii) to make any determination as to whether funds in the Bank Account(s) or the Reserve Fund belong to Fee Owner or Owner or (iii) to require that Fee Ownership Costs be paid from funds which can be identified as belonging to Fee Owner, or that other costs and expenses required to be paid by Owner be paid from funds which can be identified as belonging to Owner; it being the intent of the parties to this Agreement that (i) Owner and Fee Owner shall look only to each other and not to Manager with respect to moneys that may be owed one to the other as a consequence of Manager's performance under this Agreement and (ii) Manager need only look to Owner to pay operating costs, including, without limitation, those designated herein as Fee Ownership Costs;

Managers’ Obligations. Manager shall, on behalf of Owner and --------------------- at Owner's expense, direct the operation of the Hotel pursuant to the terms of this Agreement and the License Agreement. Manager shall be exclusively responsible for directing the day-to-day activities of the Hotel and establishing all policies and procedures relating to the management and operation of the Hotel. Except as specifically otherwise provided, all cost(s) and expense(s) incurred by Manager in association with the performance of the obligations hereinafter set forth shall be, regardless of the designation of a portion thereof as Fee Ownership Costs (as herein defined), operating costs and shall accordingly be paid from the Bank Account(s) as hereinafter defined in Section 3.01(iv) below. Manager, during the Term, shall have the following obligations: (i) Costs of Fee Owner and Owner. Pursuant to the terms of the Percentage ---------------------------- Lease, Manager understands that Fee Owner has agreed to pay, among other things (i) land, building and personal property taxes and assessments applicable to the Hotel, (ii) premiums and charges for the casualty insurance coverages specified on Exhibit "D", (iii) ----------- expenditures for capital replacements, (iv) expenditures for maintenance and repair of underground utilities and structural elements of the Hotel and (v) the payments of principal, interest and other sums payable under the Acquisition Loan (as herein defined) (collectively, "Fee Ownership Costs"). To the extent this Agreement obligates or authorizes Manager to pay any such Fee Ownership Costs, Manager shall pay such Fee Ownership Costs on behalf of Fee Owner to the extent of funds in the Bank Account(s) (as herein defined) in the order of priority set forth in Exhibit B "B" or the Reserve Fund (as ----------- herein defined) and Fee Owner and Owner shall make such adjustments and payments to each other as may be necessary from time to time to take into account any such payments by Manager. Manager shall have no duty, obligation or liability to Fee Owner or Owner (i) to make any determination as to whether any expense required to be paid by Manager hereunder is a Fee Ownership Cost or a cost of Owner, (ii) to make any determination as to whether funds in the Bank Account(s) or the Reserve Fund belong to Fee Owner or Owner or (iii) to require that Fee Ownership Costs be paid from funds which can be identified as belonging to Fee Owner, or that other costs and expenses required to be paid by Owner be paid from funds which can be identified as belonging to Owner; it being the intent of the parties to this Agreement that (i) Owner and Fee Owner shall look only to each other and not to Manager with respect to moneys that may be owed one to the other as a consequence of Manager's performance under this Agreement and (ii) Manager need only look to Owner to pay operating costs, including, without limitation, those designated herein as Fee Ownership Costs;.

Managers’ Obligations. Manager shall, on behalf of Owner and at Owner's expense, direct the operation of the Hotel pursuant to the terms of this Agreement and the License Agreement. Manager shall be exclusively responsible for directing the day-to-day activities of the Hotel and establishing all policies and procedures relating to the management and operation of the Hotel. Except as specifically otherwise provided, all cost(s) and expense(s) incurred by Manager in association with the performance of the obligations hereinafter set forth shall be, regardless of the designation of a portion thereof as Fee Ownership Costs (as herein defined), operating costs and shall accordingly be paid from the Bank Account(s) as hereinafter defined in Section 3.01(iv) below. Manager, during the Term, shall have the following obligations: (i) Costs of Fee Owner and Owner. Pursuant to the terms of the Percentage Lease, Manager understands that Fee Owner has agreed to pay, among other things (i) land, building and personal property taxes and assessments applicable to the Hotel, (ii) premiums and charges for the casualty insurance coverages specified on Exhibit "D", (iii) expenditures for capital replacements, (iv) expenditures for maintenance and repair of underground utilities and structural elements of the Hotel Hotel, (v) ground rent under the ground lease pursuant to which Fee Owner has leasehold title to the Hotel, and (vvi) the payments of principal, interest and other sums payable under the Acquisition Loan (as herein defined) (collectively, "Fee Ownership Costs"). To the extent this Agreement obligates or authorizes Manager to pay any such Fee Ownership Costs, Manager shall pay such Fee Ownership Costs on behalf of Fee Owner to the extent of funds in the Bank Account(s) (as herein defined) in the order of priority set forth in Exhibit B or the Reserve Fund (as herein defined) and Fee Owner and Owner shall make such adjustments and payments to each other as may be necessary from time to time to take into account any such payments by Manager. Manager shall have no duty, obligation or liability to Fee Owner or Owner (i) to make any determination as to whether any expense required to be paid by Manager hereunder is a Fee Ownership Cost or a cost of Owner, (ii) to make any determination as to whether funds in the Bank Account(s) or the Reserve Fund belong to Fee Owner or Owner or (iii) to require that Fee Ownership Costs be paid from funds which can be identified as belonging to Fee Owner, or that other costs and expenses required to be paid by Owner be paid from funds which can be identified as belonging to Owner; it being the intent of the parties to this Agreement that (i) Owner and Fee Owner shall look only to each other and not to Manager with respect to moneys that may be owed one to the other as a consequence of Manager's performance under this Agreement and (ii) Manager need only look to Owner to pay operating costs, including, without limitation, those designated herein as Fee Ownership Costs;