ACQUISITION, DEVELOPMENT, CONSTRUCTION, LEASING, MANAGING, MAINTENANCE AND
OPERATION OF THE COMPANY'S BUSINESS OR PROPERTY;
2.5
THE MANAGING MEMBERS SHALL, UPON ADVICE OF COUNSEL TO THE COMPANY,
AMEND ANY PROVISION OF THIS AGREEMENT IF NECESSARY IN ORDER TO CAUSE SUCH
PROVISION TO COMPLY WITH SECTION 704 OF THE CODE AND THE REGULATIONS THEREUNDER
RELATING TO COMPANY ALLOCATIONS BEING RESPECTED FOR FEDERAL INCOME TAX PURPOSES;
AND
2.6
TO INITIATE, DEFEND, ADJUST, SETTLE, COMPROMISE, OR PAY ANY
DISPUTED CLAIM, OBLIGATION, DEBT, DEMAND, SUIT, LITIGATION OR JUDGMENT BY OR
AGAINST THE COMPANY (INCLUDING, WITHOUT LIMITATION, ANY CLAIM TO INSURANCE
PROCEEDS).
3.
RESTRICTIONS ON AUTHORITY.
3.1
ACTS IN VIOLATION OF ACT, LAW OR AGREEMENT.
WITH RESPECT TO THE
COMPANY AND ITS BUSINESS AND PROPERTY, THE MANAGING MEMBERS SHALL HAVE NO
AUTHORITY ON BEHALF OF THE COMPANY TO PERFORM ANY ACT IN VIOLATION OF THE (I)
ACT, (II) ANY OTHER APPLICABLE LAW (GAMING OR OTHERWISE, (III) ANY REGULATIONS
THEREUNDER, OR (IV) THIS AGREEMENT.
3.2
ADDITIONAL RESTRICTED ACTIONS.
UNLESS OTHERWISE DETERMINED BY
BOTH MANAGING MEMBERS OR THE UNANIMOUS CONSENT OF ALL THE DIRECTORS ON THE BOARD
OF DIRECTORS, NEITHER THE MANAGING MEMBERS NOR BOARD OF DIRECTORS SHALL:
A.
CAUSE THE COMPANY TO FORM ANY SUBSIDIARY OR ACQUIRE ANY EQUITY
INTEREST OR OTHER INTEREST IN ANY OTHER PERSON OR ORGANIZATION;
B.
CAUSE THE COMPANY TO MAKE ANY CAPITAL EXPENDITURE IN EXCESS OF
TWENTY-FIVE THOUSAND DOLLARS ($25,000) OR OTHERWISE OUTSIDE THE ORDINARY COURSE
OF BUSINESS, UNLESS SET FORTH IN THE BUDGETS;
C.
CAUSE THE COMPANY TO ENTER INTO ANY CONTRACT INVOLVING ANNUAL
PAYMENTS BY THE COMPANY IN EXCESS OF TWENTY-FIVE THOUSAND DOLLARS ($25,000),
UNLESS SET FORTH IN THE BUDGETS;
D.
CAUSE THE COMPANY TO ESTABLISH OR ADOPT ANY NEW EMPLOYEE PLAN,
AMEND ANY EXISTING EMPLOYEE PLAN OR PAY ANY BONUS OR MAKE ANY PROFIT SHARING OR
SIMILAR PAYMENT TO, OR INCREASE THE AMOUNT OF THE WAGES, SALARY, COMMISSIONS,
FRINGE BENEFITS OR OTHER COMPENSATION OR REMUNERATION PAYABLE TO, ANY OF ITS
DIRECTORS, OFFICERS OR EMPLOYEES, EXCEPT FOR MERIT INCREASES OR COST OF LIVING
ADJUSTMENTS GIVEN TO EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS;
E.
CAUSE THE COMPANY TO CHANGE ANY OF ITS METHODS OF ACCOUNTING OR
ACCOUNTING PRACTICES IN ANY RESPECT, EXCEPT AS REQUIRED BY GENERALLY ACCEPTED
ACCOUNTING PRINCIPALS OR APPLICABLE LAWS;
14
F.
CAUSE THE COMPANY TO COMMENCE ANY ACTION, SUIT, LITIGATION,
ARBITRATION, PROCEEDING (INCLUDING ANY CIVIL, CRIMINAL, ADMINISTRATIVE,
INVESTIGATIVE OR APPELLATE PROCEEDING AND ANY INFORMAL PROCEEDING), PROSECUTION,
CONTEST, HEARING, INQUIRY, INQUEST, AUDIT, EXAMINATION OR INVESTIGATION
INVOLVING ANY GOVERNMENT ENTITY OR THIRD PARTY AND INVOLVING AN AMOUNT IN EXCESS
OF ONE HUNDRED THOUSAND DOLLARS ($100,000.00);
G.
CAUSE THE COMPANY TO (I) ACQUIRE, DISPOSE OF, TRANSFER, LEASE,
LICENSE, MORTGAGE, PLEDGE OR ENCUMBER ANY FIXED OR OTHER ASSETS, OTHER THAN IN
THE ORDINARY COURSE OF BUSINESS; (II) INCUR, ASSUME OR PREPAY ANY INDEBTEDNESS,
LIABILITY OR OBLIGATION OR ANY OTHER LIABILITIES OR ISSUE ANY DEBT SECURITIES,
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS; (III) ASSUME, GUARANTEE, ENDORSE
OR OTHERWISE BECOME LIABLE OR RESPONSIBLE (WHETHER DIRECTLY, CONTINGENTLY OR
OTHERWISE) FOR THE