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e- e e the Facility in general, except as specifically noted herein and shall not be liable to the Owner hereunder, except as also specifically noted herein, ARTICLE 2 COMPENSATION Section 2.1 Fees. The Manager shall not be paid any fixed fee or salary by the Owner for its efforts hereunder, The Manager's compensation shall be as noted below and on Exhibit B hereto, which sums and other monies paid pursuant to this Agreement shall not be considered as a fee or salary. Section 2,2 Revenue Sharing. As consideration for the performance of Manager's duties and obligations hereunder, it shall share in the revenues generated from its operation of the Facility as detailed on Exhibit B attached hereto. The Owner's share of such revenues shall be paid to Owner according to the schedule set forth on Exhibit B, and (except for any amounts reflected on such Exhibit that constitute taxes) shall be used solely for the purpose of maintaining or improving the Facility, The Owner may, from time to time, waive in writing all or a portion of the revenues to which Owner would otherwise be entitled under this Agreement. Such waived amounts shall be retained by Manager, The Owner acknowledges that the business of the Facility operates such that certain events will operate at a loss, but are necessary for the success of the Facility, ARTICLE 3 TERM; TERMINATION Section 3.1 Term, The initial term of this Agreement shall begin on the Effective Date, and, unless sooner terminated pursuant to the provisions of Section 3.2 below, shall expire at 11 :59 p.m. on the day immediately preceding the fifth (5th) anniversary ofthe Effective Date ("Initial Term"). Manager shall have the right and option to renew this Agreement, if the Agreement has not been terminated in accordance with this Article 3 for an additional term of five (5) years, commencing immediately upon expiration of the Initial Term, If Manager wishes to exercise the renewal option, Manager must send written notice thereof to Owner not later than sixty (60) days prior to the expiration of the Initial Term. If Manager has committed repeated material breaches ofthis Agreement (even if Owner has not theretofore terminated this Agreement as a result thereof), Owner may deny Manager the opportunity to renew this Agreement. If Owner wishes to so deny Manager a renewal option, Owner must do so in writing, specifically stating the basis for the denial, no later than fifteen (15) days following Manager's notice of renewal. Manager shall not be entitled to any additional renewals following the expiration of the renewal term, unless Owner and Manager agree otherwise in writing on terms agreed upon at the time of such expiration, The Initial Term together with the renewal term, if exercised pursuant to the terms hereof shall be referred to as the "Term." Each twelve (12) month period during the Term commencing on the Effective Date and continuing on the anniversary of such date, shall be referred to herein as an "Operating Year", This Agreement shall be binding upon execution and delivery by the Parties hereto, even if the Effective Date has not yet occurred. For purposes of the foregoing, Manager shall be deemed to have committed "repeated material breaches" of this Agreement if, within any 12-month period, Manager defaults in performance of any one material provision of this 2