ACCORDANCE WITH
GAAP; (C) BE SUSCEPTIBLE TO AUDIT; AND (D) PERMIT THE COMPANY AND THE MANAGER TO
ACCURATELY CALCULATE THE MANAGEMENT FEE.
4.2
FINANCIAL RECORDS AND STATEMENTS.
THE MANAGER
SHALL MAINTAIN AT THE FACILITY FULL AND ACCURATE BOOKS AND RECORDS PERTAINING TO
THE GAMING OPERATIONS AND THE FACILITY AND SHALL PROVIDE FULL AND IMMEDIATE
ACCESS OF SUCH BOOKS AND RECORDS TO THE COMPANY AND THE MEMBER REPRESENTATIVE.
SUCH BOOKS SHALL BE KEPT IN COMPLIANCE WITH GAAP AND PURSUANT TO THE
REQUIREMENTS OF APPLICABLE LAW.
THE MANAGER SHALL PREPARE AND PROVIDE TO THE
COMPANY WITH A DAILY REVENUE FLASH REPORT AND COMPARATIVE MONTHLY, QUARTERLY AND
ANNUAL FINANCIAL STATEMENTS SHOWING ALL SALES, REVENUES AND ALL OTHER AMOUNTS
COLLECTED AND RECEIVED, AND ALL DEDUCTIONS AND DISBURSEMENTS MADE THEREFROM IN
CONNECTION WITH THE GAMING OPERATION AND IN CONFORMANCE WITH THE BUDGET APPROVED
BY THE BOARD.
THE CPA SHALL PERFORM AN ANNUAL AUDIT OF THE GAMING OPERATION AND
OF ALL MAJOR CONTRACTS FOR SUPPLIES, SERVICES OR CONCESSIONS REFLECTED IN THE
OPERATING EXPENSES AND SUCH ANNUAL AUDITED FINANCING STATEMENTS SHALL BE
DELIVERED TO THE COMPANY AS SOON AS AVAILABLE, BUT IN NO EVENT MORE THAN NINETY
(90) DAYS AFTER THE END OF EACH CALENDAR YEAR OF THE COMPANY.
4.3
FINANCIAL REPORTING.
THE MANAGER SHALL
PROVIDE SEPARATE ACCOUNTABILITY AND FINANCIAL REPORTING FOR ALL NON-GAMING
PROFIT CENTERS EXISTING WITHIN THE FACILITY OR AS MAY BE OTHERWISE RELATED TO
THE FACILITY, SUCH AS RESTAURANTS, HOTELS OR OTHERWISE.
4.4
TAX WITHHOLDINGS ON WINNINGS.
THE MANAGER
SHALL BE RESPONSIBLE FOR REPORTING AND WITHHOLDING TAXES WITH RESPECT TO THE
WINNINGS FROM GAMING OR WAGERING OPERATIONS AS MAY BE
REQUIRED BY THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND FOR COMPLIANCE WITH ALL OTHER
LAWFUL REQUIREMENTS IMPOSED BY THE CODE.
ARTICLE 5.
DUTY TO DEFEND, NOTICE OF CLAIMS, INDEMNIFICATION
5.1
DEFENSE OF CLAIMS.
IT SHALL BE THE DUTY OF
THE MANAGER TO DEFEND ANY AND ALL CLAIMS AND ACTIONS BROUGHT AGAINST THE
COMPANY, THE MANAGER AND THE FACILITY, WITH ALL COSTS OF DEFENSE, INCLUDING BUT
NOT LIMITED TO, ATTORNEYS' FEES, NECESSARY AND REASONABLE EXPENSES OF THE
LITIGATION, AND EXPERT WITNESS FEES TO BE CONSIDERED OPERATING EXPENSES.
SUCH
CLAIMS AND ACTIONS SHALL NOT BE LIMITED BY THE NATURE OR THE AMOUNT OF SUCH
CLAIMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN, BUT SHALL INCLUDE ONLY SUCH
CLAIMS AND ACTIONS AS ARE BROUGHT RELATIVE TO THE DUTIES AND OBLIGATIONS OF THE
MANAGER UNDER THIS AGREEMENT AND ANY AND ALL ACTIVITIES OF THE MANAGER IN THE
PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
8
5.2
NOTICE.
THE MANAGER SHALL BE RESPONSIBLE FOR
GIVING PROMPT NOTICE TO THE COMPANY OF ANY AND ALL CLAIMS OR ACTIONS BROUGHT
AGAINST THE MANAGER, THE FACILITY OR ANY PERSONS ACTING ON BEHALF OF ANY OF THE
ABOVE, WHERE SUCH CLAIM OR ACTION IS RELATED TO THE COMPANY, THE GAMING
OPERATIONS OR THE FACILITY.
CLAIMS AND ACTIONS, FOR THE PURPOSES OF THIS
AGREEMENT, SHALL INCLUDE ADMINISTRATIVE, CIVIL OR CRIMINAL ACTIONS BROUGHT IN
ANY FORUM OR JURISDICTION.
5.3
LEGAL FEES.
THE MANAGER SHALL