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<br />other fees payable to third parties (e.g. commissions relating to food, beverage and
<br />merchandise concessions services and Commercial Rights sales), (xxv) cost of complying
<br />with any Laws, (xxvi) costs incurred by Manager to settle or defend any claims asserted
<br />against Manager arising out of its operations at the Facility on behalf of Owner. The term
<br />Operating Expenses does not include legal fees and costs or litigation damages.
<br />
<br />Operating Revenues: Any and all revenues of any kind or nature derived from
<br />owning, operating, managing, and promoting the Facility, including, but not limited to:
<br />license, lease, and Concession Revenue and rentals, revenues from memberships and
<br />Facility user fees, revenues from merchandise sales, advertising and sponsorship sales
<br />and renewals, event sponsorship revenues, equipment rentals, utility revenues, box office
<br />revenues, ticket surcharges, ticket service fees, parking revenues, food services and
<br />concession revenues (however, if such revenues are collected in the first instance by and
<br />retained by the concessionaire, only the amount of such revenues paid by the
<br />concessionaire to the Manager shall be included as Operating Revenues), commissions
<br />or other revenues from decoration and set-up, security and other subcontractors (however
<br />if such revenues are collected in the first instance by and retained by such subcontractors,
<br />only the amount of such revenues paid by such contractors to the Manager shall be
<br />included as Operating Revenues), miscellaneous operating revenues, revenues
<br />generated from separate agreements with Manager Affiliates pertaining to the Facility, and
<br />interest revenues, all as determined in accordance with generally accepted accounting
<br />principles and recognized on a full accrual/cash basis. The parties acknowledge that
<br />revenues from the sale of tickets for events at the Facility are not Operating Revenues, but
<br />are instead revenues of the promoter or performer of each such event.
<br />
<br />Operations Manual: The document developed by Manager, in consultation with
<br />Owner, which shall contain terms regarding the management and operation of the Facility
<br />including detailed policies and procedures to be implemented in operating the Facility,
<br />as agreed upon by both the Owner and the Manager.
<br />
<br />Owner: The term "Owner" shall have the meaning ascribed to such term in the
<br />first paragraph to this Agreement and includes its successors and permitted assigns.
<br />
<br />Regulatory Approvals: All applicable governmental or regulatory approvals,
<br />authorizations, consents, licenses, or permits.
<br />
<br />Service Contracts: Agreements for services to be provided in connection with the
<br />operation of the Facility, including without limitation agreements for consulting services,
<br />ticketing, web development and maintenance, computer support services, FF&E
<br />purchasing services, engineering services, electricity, steam, gas, fuel, general
<br />maintenance, HVAC maintenance, telephone, staffing personnel including guards, ushers
<br />and ticket-takers, extermination, elevators, stage equipment, fire control panel and other
<br />safety equipment, snow removal and other services which are deemed by Manager to be
<br />either necessary or useful in operating the Facility. All such contracts shall be listed in a
<br />Schedule of Existing Agreements.
<br />
<br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE
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