MAINTAIN IS INSUFFICIENT TO PERMIT HGC TO VERIFY GAMING REVENUE AND EXCLUSIONS
THEREFROM, HGC SHALL HAVE THE RIGHT TO EXAMINE OR AUDIT HEDWIGS'S BOOKS AND
RECORDS.
HGC, ITS AGENTS AND EMPLOYEES SHALL HAVE THE RIGHT AT ANY TIME DURING
NORMAL BUSINESS HOURS AFTER NOT LESS THAN TEN (10) DAYS' PRIOR WRITTEN NOTICE TO
HEDWIGS, TO CAUSE AN EXAMINATION OR COMPLETE AUDIT TO BE MADE OF THE
DOCUMENTATION NECESSARY TO DETERMINE THE GAMIN REVENUE AND SUCH OTHER
DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, BANK ACCOUNTS AS HGC SHALL
REASONABLY REQUIRE, PROVIDED THAT SUCH EXAMINATION OR AUDIT IS MADE WITHIN ONE
YEAR AFTER HGC'S RECEIPT OF HEDWIGS' GAMING REVENUE STATEMENT AND SUCH
EXAMINATION OR AUDIT IS NOT MADE MORE FREQUENTLY THAN ONCE PER YEAR.
IF ANY
AUDIT OR EXAMINATION SHALL DISCLOSE THAT ANY STATEMENT OF GAMING REVENUE
UNDERSTATES GAMING REVENUE FOR THE REPORTING PERIOD (I) TO ANY EXTENT, HEDWIGS
SHALL PAY TO HGC UPON DEMAND THE RESULTANT DEFICIENCY IN HGC FEES, TOGETHER WITH
INTEREST THEREON AT THE RATE OF 10%; AND (II) TO THE EXTENT OF THREE PERCENT
(3%) OR MORE, HEDWIGS SHALL PAY TO HGC AS ADDITIONAL HGC FEES, UPON DEMAND, THE
COST OF THE AUDIT OR EXAMINATION INCLUDING, WITHOUT LIMITATION, ALL REASONABLE
TRAVEL EXPENSES INCURRED BY HGC IN CONDUCTING SUCH AUDIT. IF ANY AUDIT IS
REQUIRED UNDER THIS SECTION, OR A CONTROVERSY ARISES REGARDING ANY FEES PAID
PURSUANT TO THIS INSTRUMENT, HEDWIGS SHALL RETAIN ITS BOOKS AND RECORDS UNTIL
SUCH AUDIT IS TERMINATED OR CONTROVERSY IS RESOLVED.
III.
PAYMENT.
THE HGC FEES SHALL BE PAID WITHIN 30 DAYS OF THE DUE
DATE OF THE STATEMENT OF GAMING REVENUE.
IF HEDWIGS FAILS TO PAY THE HGC FEE
WHEN DUE, IN ADDITION TO ALL OF HGC'S OTHER RIGHTS AND REMEDIES HEREUNDER,
HEDWIGS SHALL PAY TO HGC, AS ADDITIONAL FEES, AN AMOUNT EQUAL TO 5% OF THE HGC
FEES THEN DUE.
C.
LVW FEES.
THE LVW FEES SHALL BE PAID AND REPORTED IN ACCORDANCE
WITH THE TERMS SET FORTH IN THE SECOND AMENDMENT AND ACKNOWLEDGMENT TO CONSENT
AND ASSIGNMENT AGREEMENTS.
8.
Assignment.
Notwithstanding the restriction on the assignment of
the Original 155 Assignment Agreement, HGC, FLH LLC and 155 LLC hereby expressly
consent to this Assignment.
This Assignment shall not be assignable by Hedwigs
in any respect, and shall not inure to the benefit of any third party.
Notwithstanding the foregoing, Hedwigs may assign certain rights hereunder as
set forth in the Lease Agreement (as defined in the Asset Purchase Agreement)
between 155 LLC and Hedwigs.
9.
INDEPENDENT PARTIES.
THE PARTIES ARE INDEPENDENT CONTRACTORS.
NO PARTNERSHIP OR JOINT VENTURE IS INTENDED TO BE CREATED BY THIS ASSIGNMENT,
NOR ANY PRINCIPAL-AGENT OR EMPLOYER-EMPLOYEE RELATIONSHIP.
NEITHER PARTY HAS,
AND NEITHER PARTY SHALL ATTEMPT TO ASSERT, THE AUTHORITY TO MAKE COMMITMENTS FOR
OR TO BIND THE OTHER PARTY IN ANY MANNER WHATSOEVER.
THIS ASSIGNMENT DOES NOT
CONSTITUTE AND SHALL NOT BE CONSTRUED AS CONSTITUTING A PARTNERSHIP OR JOINT
VENTURE.
11.
NOTICES.
NOTICES HEREIN WILL BE DELIVERED AND EFFECTIVE AS
FOLLOWS:
EVERY NOTICE REQUIRED OR CONTEMPLATED BY THIS