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<br />a manner reasonably consistent with the manner in which the other similar venues are operated. Without
<br />limiting the generality ofthe foregoing, the Owner agrees and acknowledges that the Facility may be used
<br />for performing, with or without amplified sound, popular and contemporary music, rock and roll, classical
<br />music, country music, comedy, rhythm & blues, hip hop, pyrotechnic shows, and other similar uses,
<br />which may be sound intensive and lighting intensive activities, The Manager shall conduct events in
<br />compliance with all applicable safety and building codes and requirements and all applicable legal
<br />requirements; notwithstanding the foregoing, Manager shall not be in default of its obligations hereunder
<br />solely as a result ofthe criminal or otherwise illegal actions ofthird parties not employed by Manager or
<br />otherwise not under the control of Manager or its principals (including without limitation event attendees
<br />and vendors) so long as Manager has exercised care in its conduct of events in accordance with prevailing
<br />industry standards for first class facilities similar to the Facility,
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<br />Section 4.3 Observance of Agreements. The Owner agrees to pay, keep, observe, and
<br />perform all payments, terms, covenants, conditions, and obligations under any leases, bonds, debentures,
<br />loans, and other financing and security agreements to which the Owner is bound in connection with its
<br />ownership of the Facility, The Manager has no authority under this Agreement to bind or otherwise
<br />obligate the Owner to any third party,
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<br />Section 4.4
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<br />Use bv the Owner,
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<br />( a) Manager agrees that Owner shall have the rightto use the Facility, without
<br />charge (except as provided herein), from time to time on such dates as may be approved by Manager, but
<br />not to exceed twelve (12) events during each Operating Year without Manager's prior written consent.
<br />Manager and Owner shall jointly select the dates to be utilized for the benefit of the Owner as well as the
<br />nature of the programs and events to occur on such dates; provided, however, subject to subsection (c)
<br />below, that Manager will not withhold approval unless an event proposed by Owner is reasonably likely
<br />to have a material adverse impact upon an event already booked by Manager, or for which Manager is
<br />then currently negotiating. The Parties shall, at the request of either, meet and confer with respect to such
<br />events proposed by Owner with the objective of avoiding any such adverse impact. In addition, the
<br />Owner shall have the right to use the Facility, without charge (except as provided herein), for additional
<br />days during each Operating Year with Manager's consent granted in accordance with the following two
<br />sentences, not to be unreasonably denied. The Owner shall submit its request to Manager in writing not
<br />more than 60 nor less than 30 days prior to the date of the requested use and Manager shall respond to
<br />such request (by telephone, confirmed in writing) not less than 14 days prior to the date of such requested
<br />use. Without limiting the generality ofthe foregoing, Manager shall have the right to reject any proposed
<br />event (whether within the allotted 12 events or in addition thereto) which includes a "headline"
<br />entertainment act which has been, in the immediately preceding 12 calendar months, or is currently,
<br />during the next 12 calendar months, booked to perform more than 4 dates at outdoor entertainment
<br />facilities having 2,000 or more seats. Manager shall supply personnel, facilities, licensees, subtenants and
<br />concessionaires for the presentation of such events at the Owner's sole cost and expense.
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<br />(b) In conducting an event pursuant to Section 4.4(a), the Owner shall
<br />promptly reimburse Manager for any direct out-of-pocket expenses incurred by Manager in connection
<br />with such event, plus an agreed upon allocation for Manager's overhead or similar charges (but only in
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