ENGINEERING REPORTS, SURVEYS,
PLAYER AND CUSTOMER LISTS, VENDOR LISTS, RECORDS AND INFORMATION AND ALL
PATENTS, INVENTIONS, TRADE SECRETS AND LICENSES OWNED BY SELLER WITH RESPECT TO
THE FOREGOING (COLLECTIVELY, THE "INTANGIBLE PROPERTY");
(I)
SUBJECT TO SECTION 3.2, ALL BOOKS, RECORDS, LEDGERS, FILES,
INFORMATION, DATA AND OTHER WRITTEN MATERIALS TO THE EXTENT RELATED TO THE
OWNERSHIP OR OPERATION OF SELLER'S BUSINESS, INCLUDING, WITHOUT LIMITATION,
BOOKS AND RECORDS RELATING TO TAXES WHICH ARE PAYABLE IN CONNECTION WITH THE
OWNERSHIP OR OPERATION OF SELLER'S BUSINESS, INCLUDING, WITHOUT LIMITATION,
ACCOUNTING AND TAX RECORDS AND INFORMATION PERTAINING TO EVENTS OCCURRING IN
CONNECTION WITH SELLER'S OWNERSHIP OR OPERATION OF SELLER'S BUSINESS ON OR PRIOR
TO THE CLOSING DATE (COLLECTIVELY, THE "BOOKS AND RECORDS);
(J)
THE TRAY LEDGER;
(K)
THE HOUSE FUNDS;
(L)
THE ACCOUNTS RECEIVABLE;
(M)
THE SELLER'S DEPOSITS; AND
(N)
THE MARKERS.
3.2
EXCLUDED ASSETS.
NOTWITHSTANDING ANY OTHER PROVISION HEREOF TO
THE CONTRARY, THE PURCHASED ASSETS SHALL NOT INCLUDE ANY OF THE FOLLOWING
PROPERTY OR ASSETS OWNED BY SELLER (THE "EXCLUDED ASSETS"):
(A)
THE REAL PROPERTY AND ALL IMPROVEMENTS;
(B)
ANY INSURANCE POLICIES RELATING TO SELLER'S BUSINESS AND RIGHTS
THEREUNDER;
(C)
CAUSES OF ACTION, CLAIMS (OTHER THAN WARRANTY CLAIMS RELATING TO
ANY OF THE PERSONAL PROPERTY, WHICH WARRANTY CLAIMS SHALL BE INCLUDED IN THE
PERSONAL PROPERTY TRANSFERRED TO PURCHASER HEREUNDER) AND LITIGATION WITH
RESPECT TO MATTERS ARISING PRIOR TO THE CLOSING;
(D)
ALL RIGHTS OF INDEMNIFICATION, CLAIMS AND CAUSES OF ACTION WHICH
RELATE TO THE OPERATION OF SELLER'S BUSINESS PRIOR TO THE CLOSING, INCLUDING,
WITHOUT LIMITATION, THOSE ARISING BY OPERATION OF LAW OR IN EQUITY OR OTHERWISE,
BUT EXCLUDING WARRANTY CLAIMS WITH RESPECT TO THE PERSONAL PROPERTY OR PRODUCT
LIABILITY CLAIMS AGAINST THE SUPPLIERS OR MANUFACTURERS THEREOF;
(E)
ANY CONTRACTS OR LEASES NOT LISTED ON SCHEDULE 5.1 ATTACHED HERETO
AND MADE A PART HEREOF OR WHICH PURCHASER DOES NOT AGREE TO ASSUME PURSUANT TO
SECTION 5.1;
(F)
RECEIVABLES AND REVENUES EARNED AND ACCRUED FOR THE PERIOD OF
TIME PRIOR TO TIE CLOSING DATE; AND
(G)
THE USE OF THE "RAMADA" NAME, RESERVATION SYSTEM, OR ANY COMPUTER
PROGRAMS OR EQUIPMENT THAT BELONGS TO OR IS USED BY SELLER PURSUANT TO A LICENSE
OR OTHER AGREEMENT WITH RAMADA FRANCHISE SYSTEMS, INC. OR ITS AFFILIATES.
3.3
CONVEYANCE.
SELLER AGREES THAT IT WILL, AT ANY TIME AND FROM
TIME-TO-TIME AFTER THE CLOSING DATE, UPON REQUEST AND AT THE EXPENSE OF
PURCHASER, DO, EXECUTE, ACKNOWLEDGE OR DELIVER, ALL SUCH FURTHER ACTS, DEEDS,
ASSIGNMENTS, CONVEYANCES AND ASSURANCES AS MAY REASONABLY BE REQUIRED FOR THE
BETTER CONVEYING, TRANSFERRING, ASSIGNING, ASSURING AND CONFIRMING THE PURCHASED
ASSETS TO PURCHASER.
3.4
ELECTRONIC BOOKS AND RECORDS.
CERTAIN BOOKS AND RECORDS,
INCLUDING THE FOLLOWING, ARE MAINTAINED IN ELECTRONIC FORM ON THE COMPUTER
SYSTEM OF SELLER AND ITS PARENT CORPORATION, MTR GAMING GROUP, INC., A DELAWARE
CORPORATION;
(I) GENERAL LEDGER, (II) DISBURSEMENT JOURNALS AND (III) PAYROLL
RECORDS MAINTAINED IN CONNECTION WITH THE PROCESSING OF PAYROLL THROUGH
ADP, INC. (COLLECTIVELY, THE "ELECTRONIC BOOKS AND RECORDS").
PURCHASER
ACKNOWLEDGES THAT, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
SELLER MAY