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<br />Taxes: Any and all governmental assessments, franchise fees, excises, license and <br />permit fees, levies, charges, and taxes, of every kind and nature whatsoever, which at any <br />time during the Term may be assessed, levied, or imposed on, or that become due and <br />payable out of or in respect of, (i) activities conducted on behalf of the Owner at the Facility, <br />including without limitation the sale of concessions, the sale of tickets, and the <br />performance of events (such as any applicable sales and admissions taxes, use taxes, <br />excise taxes, occupancy taxes, employment taxes, and withholding taxes), or (ii) any <br />payments received from any holders of a leasehold interest or license in or to the Facility, <br />from any guests, or from any others using or occupying all or any part of the Facility. <br /> <br />Term: "Term" shall have the meaning ascribed to such term in Section 4.1 of <br />this Agreement. <br /> <br />Tournament Revenue: All revenue negotiated as part of a tournament or facility <br />rental agreement, accounted for through a self-operated tournament, or other vendor <br />contracts associated with the tournament. <br /> <br />ARTICLE 2 SCOPE OF SERVICES <br /> <br />2.1 Engagement. <br /> <br />(a) Owner hereby engages Manager during the Term to act as the sole and <br />exclusive manager and operator of the Facility, subject to and as more fully described <br />in this Agreement, and, in connection therewith, to perform the services described herein <br />and in Exhibits A and B attached hereto. <br /> <br />(b) Manager hereby accepts such engagement, and shall perform the services <br />described herein, subject to the limitations expressly set forth in this Agreement. <br /> <br />2.2 Limitations on Manager's Duties. Manager's obligations under this <br />Agreement are contingent upon and subject to the Owner making available, in a timely <br />fashion, the funds budgeted for or as budgeted by Manager to carry out such obligations <br />during the Term. Manager shall not be considered to be in breach or default of this <br />Agreement and shall have no liability to the Owner or any other party if Manager does not <br />perform any of its obligations hereunder due to failure by the Owner to timely provide such <br />funds. <br /> <br />ARTICLE 3 C OMPENSATION <br /> <br />3.1 Management Fees. In consideration of Manager's performance of its <br />services hereunder, Owner shall pay Manager those payments as further set forth in <br />Exhibit B attached hereto. <br /> <br />ARTICLE 4 TERM; TERMINATION; SUSPENSION <br /> <br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE