AT ALL TIMES
IN ACCORDANCE WITH ALL OF THE FOLLOWING: (A) THE OPERATING STANDARD; (B) THE
REQUIREMENTS AND LIMITATIONS SET FORTH IN THIS AGREEMENT; (C) THE BUDGET (AS
DEFINED BELOW); (D) ALL GAMING APPROVALS; AND (E) APPLICABLE LAWS (AS DEFINED
BELOW).
SUBJECT TO AND IN ACCORDANCE WITH THE FOREGOING, OPERATOR SHALL HAVE
THE SOLE AUTHORITY AND RESPONSIBILITY TO (I) DETERMINE OPERATING POLICY,
STANDARDS OF OPERATION, QUALITY OF SERVICE, THE MAINTENANCE AND THE PHYSICAL
APPEARANCE OF THE HOTEL AND ANY OTHER MATTERS AFFECTING OPERATIONS AND
MANAGEMENT; AND (II) SUPERVISE AND DIRECT ALL PHASES OF ADVERTISING, SALES, AND
BUSINESS PROMOTION FOR THE HOTEL.
For purposes of this Agreement, "Applicable Laws" means all (a) statutes, laws,
rules, regulations, ordinances, codes or other legal requirements of any
federal, state or local Governmental Authority (as defined below), board of fire
underwriters and similar quasi-Governmental Authority, including any legal
requirements under any Gaming Approvals; and (b) judgments, injunctions, orders
or other similar requirements of any court, administrative agency or other legal
adjudicatory authority, in effect at the time in question and in each case to
the extent the Hotel or person in question is subject to the same. Without
limiting the generality of the foregoing, references to Applicable Law shall
include any of the matters described in clause (a) or (b) above relating to
employees, zoning, building, health, safety and environmental matters and
accessibility of public facilities.
2.02
Annual Budget.
Operator shall assist Owner in the preparation of
an annual budget (the "Budget") at least 30 days prior to the commencement of
each fiscal year.
Each annual Budget shall detail all operating expenses,
costs, working capital requirements, revenues and other items reasonably
anticipated by Operator, or contemplated in this Agreement, for the next
succeeding year.
Each Budget shall be subject to the prior approval of Owner's
board of directors (the "Board") and shall be reviewed by Operator and Owner on
at least a quarterly basis.
Material changes to the Budget require the prior
approval of the Board.
2.03
Specific Authorizations.
Without limiting the generality of the
authority granted to Operator in Section 2.01 and subject to the limitations set
forth in Section 2.01 and this Agreement, Operator is specifically authorized
to:
(A)
ESTABLISH RATES FOR THE USAGE OF ALL GUEST ROOMS IN THE HOTEL,
INCLUDING ALL: (I) ROOM RATES FOR INDIVIDUALS AND GROUPS; (II) CHARGES FOR ROOM
SERVICE, FOOD AND BEVERAGE; (III) CHARGES FOR RECREATIONAL AND OTHER GUEST
AMENITIES AT THE HOTEL; (IV) POLICIES WITH RESPECT TO ANY COMMERCIALLY
REASONABLE GOODS OR SERVICES PROVIDED TO GAMING PATRONS OF THE HOTEL FREE OF
CHARGE, AT A DISCOUNTED RATE OR IN THE FORM OF A REBATE OR CREDIT (COLLECTIVELY,
A-2
"COMPLIMENTARIES"); (V) BILLING POLICIES (INCLUDING ENTERING INTO AGREEMENTS
WITH CREDIT CARD ORGANIZATIONS); (VI) PRICE AND RATE SCHEDULES; AND (VII) RENTS,
FEES AND CHARGES FOR ALL LEASES, CONCESSIONS OR OTHER RIGHTS TO USE OR OCCUPY
ANY PUBLIC SPACE IN THE HOTEL;
(B)
ESTABLISH ALL POLICIES AND PROCEDURES FOR GAMING OPERATIONS AT THE
CASINO;
(C)
SUPERVISE AND DIRECT THE