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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. Upon the
<br />satisfaction of the foregoing Operating Expenses, the Owner may direct surplus Operating
<br />Expenses toward the costs of Capital Improvements and Capital Equipment, Facility debt
<br />service, and indirect and overhead costs of administrative services provided by the Owner.
<br />The term Operating Expenses does not include litigation costs and fees, attorneys’ fees,
<br />or litigation damages.
<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 Facility shall be included as Operating Revenues), commissions or
<br />other revenues from decoration and set-up, security and other subcontractors (however if
<br />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 Facility shall be included
<br />as Operating Revenues ), miscellaneous operating revenues, revenues generated from
<br />separate agreements with Manager Affiliates pertaining to the Facility, and interest
<br />revenues, all as determined in accordance with generally accepted accounting principles
<br />and recognized on a full accrual/cash basis. The parties acknowledge that revenues from
<br />the sale of tickets for events at the Facility are not Operating Revenues, but are instead
<br />revenues of the promoter or performer of each such event. To the extent that Manager
<br />collects such ticket sale revenue on behalf of such promoter or performer, such ticket sale
<br />revenue shall be the source of funds from which Manager collects the rental charges and
<br />other event reimbursements due by such promoter or performer for use of the Facility,
<br />which charges and reimbursements are Operating Revenues hereunder.
<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 />Owner: The term "Owner" shall have the meaning ascribed to such term in the
<br />first paragraph to this Agreement.
<br />Regulatory Approvals: All applicable governmental or regulatory approvals,
<br />authorizations, consents, licenses, or permits.
<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 />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE
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