SAID
EMPLOYEES SHALL, HOWEVER, BE THE SOLE RESPONSIBILITY OF THE MANAGER, WHO SHALL
MAKE SUCH DECISIONS IN ACCORDANCE WITH THE RULES, REGULATIONS, POLICIES AND
PROCEDURES AND PRUDENT EMPLOYMENT PRACTICES ESTABLISHED BY THE MANAGER AND
REASONABLY APPROVED BY THE COMPANY FOR USE IN THE OPERATION OF THE FACILITY.
3.2
SECURITY CLEARANCE AND BACKGROUND REVIEWS.
THE MANAGER SHALL CONDUCT SUCH ADEQUATE BACKGROUND REVIEW AS IS NECESSARY AND
APPROPRIATE TO THE POSITION TO BE FILLED AND THE RESPONSIBILITIES OF SUCH
POSITION WITHIN THE FACILITY.
ANY SUCH REVIEW SHALL BE SUFFICIENT TO MEET THE
REQUIREMENTS OF APPLICABLE LAW.
3.3
LIMITED APPOINTMENT OF THE MANAGER AS AGENT OF
THE COMPANY.
THE MANAGER IS HEREBY APPOINTED, DELEGATED, EMPLOYED AND
AUTHORIZED TO ACT ON BEHALF OF THE COMPANY AS THE COMPANY'S AGENT IN CARRYING
OUT A VARIETY OF DUTIES NECESSARY TO THE PROPER AND EFFICIENT MANAGEMENT AND
OPERATION OF THE GAMING OPERATIONS ON BEHALF OF THE COMPANY AS FOLLOWS:
(A)
OPERATION OF GENERAL BUSINESS AND BUSINESS
AFFAIRS.
THE MANAGER SHALL MANAGE THE DAY-TO-DAY OPERATION OF THE FACILITY,
INCLUDING, BUT NOT LIMITED TO, THE GENERAL BUSINESS AND BUSINESS AFFAIRS IN
CONNECTION WITH THE OPERATION, EQUIPPING, MANAGEMENT AND MAINTENANCE OF THE
FACILITY.
IN CARRYING OUT THESE DUTIES AND RESPONSIBILITIES, THE MANAGER
PROMISES AND AGREES TO COMPLY WITH THE LETTER AND SPIRIT OF THIS AGREEMENT, ITS
TERMS AND CONDITIONS.
(B)
MANAGEMENT AND CONTROL.
THE MANAGER SHALL
HAVE THE EXCLUSIVE AUTHORITY OVER, AND RIGHT TO CONTROL OF, THE DAY-TO-DAY
MANAGEMENT AND CONTROL OF THE GAMING OPERATION, ITS EMPLOYEES, CUSTOMERS,
REVENUES AND ANY AND ALL PROPERTY AND ASSETS ASSIGNED, LOCATED OR OTHERWISE USED
AT OR FOR THE FACILITY.
SUCH AUTHORITY SHALL INCLUDE ALL DECISIONS REGARDING
GAMES PLAYED AND THE RULES OF PLAY FOR SUCH GAMES, THE ODDS OR PAYOUTS OF SUCH
GAMES, AND THE PROFIT MARGINS TO BE USED IN THE SALE OF ANY GOODS OR SERVICES TO
BE SOLD ON THE PREMISES, ALL IN COMPLIANCE WITH APPLICABLE LAW AND INDUSTRY
STANDARDS.
THE CONTROL EXERCISED BY THE COMPANY OVER THE FACILITY AND THE
GAMING OPERATION SHALL BE EXERCISED THROUGH THE TERMS OF THIS AGREEMENT.
(C)
COLLECTION, DEPOSIT AND DISBURSEMENT OF
REVENUES.
AS COMPANY'S AGENT, THE MANAGER SHALL COLLECT, RECEIVE AND ACCOUNT
FOR, ON BEHALF OF THE COMPANY, ALL REVENUES GENERATED AND RESULTING FROM THE
OPERATION OF THE FACILITY.
SUCH REVENUES SHALL BE DEPOSITED INTO AN ACCOUNT OR
ACCOUNTS OF THE GAMING OPERATIONS WITH SUCH BANK OR BANKS AS THE MANAGER MAY
CHOOSE, WITH THE APPROVAL OF THE BOARD, WITH THE SOLE SIGNATORIES TO BE THE
MANAGER OR THE MANAGER'S DULY AUTHORIZED REPRESENTATIVES DESIGNATED FOR THOSE
PURPOSES AND THE MEMBER REPRESENTATIVE.
THE MANAGER IS HEREBY
7
AUTHORIZED TO MAKE ALL SUCH DISBURSEMENTS AND EXPENDITURES AS ARE NECESSARY FROM
SAID ACCOUNT IN ORDER TO FUND ALL GAMING OPERATIONS.
ARTICLE 4.
ACCOUNTING AND FINANCIAL REPORTING
4.1
ACCOUNTING.
THE MANAGER SHALL PROVIDE FOR THE
ESTABLISHMENT AND MAINTENANCE OF SATISFACTORY ACCOUNTING SYSTEMS AND PROCEDURES
THAT SHALL, AT A MINIMUM:
(A) INCLUDE AN ADEQUATE SYSTEM OF INTERNAL ACCOUNTING
CONTROLS; (B) PERMIT THE PREPARATION OF FINANCIAL STATEMENTS IN