Project.
Such access shall be
conditioned upon reasonable advance notice and shall be conducted in a manner
that does not unreasonably interfere with the operations of the business of any
party hereto or the operation of the Project.
3.03
Financial Statements; Gross Revenue Reports.
(A)
IN ACCORDANCE WITH THE REGULAR REPORTING
PRACTICES OF HHLV AND ITS AFFILIATES, ON A MONTHLY BASIS HHLV SHALL PREPARE AN
UNAUDITED OPERATING STATEMENT FOR THE PRECEDING CALENDAR MONTH DETAILING THE
GROSS REVENUE AND EXPENSES INCURRED IN THE OPERATION OF THE PROJECT AND AN
UNAUDITED BALANCE SHEET.
HHLV SHALL PROVIDE SPEAKEASY WITH A COPY OF SUCH
REPORTS DURING THE TERM OF THIS AGREEMENT.
(B)
ON A MONTHLY BASIS DURING THE TERM, HHLV
SHALL PROVIDE COPIES OF THE GROSS REVENUE REPORTS (FORMS NGC-1 AND NGC-31) THAT
WERE FILED WITH THE NEVADA GAMING AUTHORITIES IN RESPECT OF THE PROJECT.
10
3.04
Expenses.
All costs, expenses, funding or
operating deficits and Operating Capital, real property and personal property
taxes, insurance premiums and other liabilities incurred during the Term due to
the gaming and non-gaming operations of the Project (including without
limitation all real property and personal property leases necessary for
continued operation of the Project) shall be the financial responsibility of
HHLV.
3.05
Standards; Operation of the Project; Employees
(A)
HHLV SHALL EXCLUSIVELY OPERATE AND MAINTAIN
THE PROJECT IN COMPLIANCE WITH THE CASINO OPERATIONAL STANDARDS.
HHLV SHALL
ESTABLISH THE CASINO OPERATIONAL STANDARDS AND PROCEDURES IN ITS SOLE
DISCRETION, SUBJECT ONLY TO STANDARDS AND PROCEDURES REQUIRED BY LAW.
(B)
UNLESS AN HHLV EVENT OF DEFAULT OCCURS AND
IS CONTINUING, SPEAKEASY HEREBY AGREES THAT (I) HHLV SHALL HAVE UNINTERRUPTED
CONTROL OF AND THE EXCLUSIVE RESPONSIBILITY FOR THE OPERATION OF THE PROJECT
DURING THE TERM AND (II) SPEAKEASY WILL NOT INTERFERE OR INVOLVE ITSELF WITH THE
DAY-TO-DAY OPERATION OF THE PROJECT, AND (III) HHLV SHALL OPERATE THE PROJECT
FREE OF EVICTION OR DISTURBANCE BY SPEAKEASY OR ANY THIRD PARTY CLAIMING BY,
THROUGH OR UNDER SPEAKEASY.
(C)
HHLV SHALL PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT IN GOOD FAITH.
IN NO EVENT SHALL SPEAKEASY MAKE ANY CLAIM
AGAINST HHLV ON ACCOUNT OF, NOR SHALL HHLV BE LIABLE FOR, ANY ALLEGED ERRORS OF
JUDGMENT MADE IN GOOD FAITH IN CONNECTION WITH THE OPERATION OF THE PROJECT.
(D)
SPEAKEASY AND HHLV SHALL COMPLY WITH ANY
APPLICABLE REQUIREMENTS OF THE UNION AGREEMENTS REGARDING HIRING OF EMPLOYEES
FOR THE PROJECT.
SPEAKEASY SHALL BE THE EMPLOYER OF PERSONS EMPLOYED IN
CONNECTION WITH THE OPERATION OF THE PROJECT (OTHER THAN HHLV'S SENIOR
MANAGEMENT TEAM).
SPEAKEASY SHALL PROVIDE SUCH EMPLOYEES EITHER BENEFITS (I)
SUBSTANTIALLY SIMILAR TO, AND IN ANY CASE PROVIDING NO LESS COVERAGE THAN, THOSE
BENEFITS SET FORTH UNDER THE HEADINGS "BINION'S HORSESHOE" AND "COLONIAL
SUPPLEMENTAL INSURANCE" ON EXHIBIT B ATTACHED HERETO, (II) SUBSTANTIALLY SIMILAR
TO, AND IN ANY CASE NO MORE COSTLY TO HHLV THAN, THOSE BENEFITS SET FORTH UNDER
THE HEADING "MTR GAMING" ON EXHIBIT B ATTACHED HERETO, OR (III) AS AGREED BY THE
COMMITTEE FROM TIME TO TIME.
HHLV SHALL DETERMINE THE FITNESS AND
QUALIFICATIONS OF