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;
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 OBLIGATIONS OF ANY OTHER PERSON,
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS; OR (IV) MAKE ANY LOANS, ADVANCES
OR CAPITAL CONTRIBUTIONS TO, OR INVESTMENTS IN, ANY OTHER PERSON, OTHER THAN