BASE FEE AND
INCENTIVE FEE (AS DEFINED BELOW)) RECEIVED BY OPERATOR IN THE PERFORMANCE OF THE
SERVICES HEREUNDER SHALL BE FOR OWNER'S SOLE BENEFIT AND SHALL BE ACCOUNTED FOR
AS HOTEL ITEMS.
2.05
GAMING APPROVALS; PERMITS.
OWNER AND OPERATOR SHALL EACH OBTAIN AND
MAINTAIN IN FULL FORCE AND EFFECT ALL NECESSARY GAMING APPROVALS AND OTHER
LICENSES AND PERMITS AS MAY BE REQUIRED FOR THE OPERATION OF THE HOTEL BY
OPERATOR INCLUDING, WITHOUT LIMITATION, LIQUOR, BAR, RESTAURANT, HEALTH PERMITS
AND SIMILAR PERMITS AND LICENSES.
ALL GAMING APPROVALS AND LICENSES AND PERMITS
SHALL BE IN EFFECT AS OF THE COMMENCEMENT DATE OR AS OTHERWISE REQUIRED BY ANY
GAMING AUTHORITY (AS DEFINED BELOW).
OWNER AND OPERATOR SHALL COMPLY FULLY AND
PROMPTLY WITH ANY AND ALL CONDITIONS CONTAINED IN ANY SUCH GAMING APPROVALS OR
OTHER LICENSES AND PERMITS. FOR PURPOSES OF THIS AGREEMENT, "GAMING APPROVALS"
SHALL BE DEFINED AS ALL LICENSES, PERMITS, CERTIFICATES, AUTHORIZATIONS,
REGISTRATIONS, WAIVERS, VARIANCES, EXEMPTIONS, FRANCHISES, FINDINGS OF
SUITABILITY AND ENTITLEMENTS ISSUED OR ISSUABLE BY ANY GAMING AUTHORITY OR UNDER
ANY GAMING LAW THAT ARE NECESSARY TO PERMIT THE PARTIES HERETO TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING TO PERMIT THE OPERATOR TO
MANAGE THE HOTEL AND TO RECEIVE THE BASE FEE AND THE INCENTIVE FEE, IN EACH CASE
PURSUANT TO THIS AGREEMENT.
2.06
PERSONNEL.
(A)
OPERATOR SHALL EMPLOY ALEJANDRO YEMENIDJIAN AND SUCH OTHER
EMPLOYEES AS IT DESIRES IN ITS SOLE AND ABSOLUTE DISCRETION, (COLLECTIVELY,
"OPERATOR EMPLOYEES") TO SUPERVISE, MANAGE, PROVIDE AND DIRECT THE SERVICES AT
THE HOTEL.
NOTWITHSTANDING MR. YEMENIDJIAN'S ROLE AS THE CHIEF EXECUTIVE
OFFICER OF THE HOTEL, AND EXCEPT FOR OPERATOR EMPLOYEES,
ALL PERSONNEL OF THE
HOTEL SHALL BE EMPLOYEES OF OWNER (COLLECTIVELY, "OWNER EMPLOYEES").
SUBJECT TO
COMPLIANCE WITH GAMING LAWS AND IN ACCORDANCE WITH THE BUDGET, AS AGENT OF
OWNER, OPERATOR SHALL DIRECT THE HIRING OF, SUPERVISE, DIRECT THE WORK OF,
DIRECT THE DISCHARGE OF AND ADVISE REGARDING THE COMPENSATION AND OTHER BENEFITS
OF ALL OWNER EMPLOYEES WORKING IN THE HOTEL, IN CONFORMITY WITH ALL APPLICABLE
PERSONNEL POLICIES OF OWNER.
OPERATOR SHALL IN NO WAY BE LIABLE TO OWNER
EMPLOYEES OR TO OWNER FOR ANY AND ALL CLAIMS FOR WAGES, COMPENSATION OR OTHER
BENEFITS (INCLUDING, WITHOUT LIMITATION, SEVERANCE, PENSION, SUPERANNUATION,
RETIREMENT AND TERMINATION PAY) ASSERTED BY OR ON BEHALF OF THE OWNER EMPLOYEES;
PROVIDED HOWEVER, THAT OPERATOR, AND NOT OWNER, SHALL BE LIABLE FOR ALL OF THE
FOREGOING IN CONNECTION WITH OPERATOR EMPLOYEES.
IN ACCORDANCE WITH THE BUDGET,
THE SALARIES, OTHER COMPENSATION AND BENEFITS OF THE OWNER EMPLOYEES SHALL BE
EITHER PAID BY OWNER OR PAID BY OPERATOR'S CHECK AND REIMBURSED TO OPERATOR BY
OWNER, DEPENDING UPON WHICH PROCEDURE OPERATOR AND OWNER AGREE IS MORE FEASIBLE.
A-5
(B)
OPERATOR SHALL, AS AGENT FOR OWNER, AND AT OWNER'S SOLE EXPENSE,
COMPLY WITH ALL APPLICABLE LAWS RELATING TO WORKERS' COMPENSATION, SOCIAL
SECURITY, UNEMPLOYMENT INSURANCE, HOURS OF LABOR, WAGES, WORKING CONDITIONS,
FEDERAL, STATE AND LOCAL ANTI-DISCRIMINATION LAWS, STATUTES AND REGULATIONS AND
OTHER EMPLOYER-EMPLOYEE RELATED SUBJECTS WITH RESPECT TO THE OWNER EMPLOYEES.
(C)
OPERATOR HEREBY COVENANTS AND AGREES,