| Docusign   Envelope   ID :    177AA06A-30B442FF-A85A-78B5A7C51  DBE
<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 />     															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 />      																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    and     includes     its    successors    and     permitted    assigns .
<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 />       										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  .
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