PAY TO SELLER THE
POST-CLOSING PURCHASE PAYMENT IN AN AMOUNT EQUAL TO THE AGGREGATE CONDEMNATION
PROCEEDS PAID TO PURCHASER AND GANASTE OVER THIRTEEN MILLION FOUR HUNDRED
THOUSAND DOLLARS ($13,400,000); PROVIDED, HOWEVER, SUCH POST-CLOSING PURCHASE
PAYMENT SHALL NOT EXCEED POST-CLOSING PURCHASE PAYMENT CAP.
(F)
IN COMPUTING THE POST-CLOSING PURCHASE PRICE PAYMENT, THE
REVENUES REFLECTED IN THE AUDITED FINANCIAL STATEMENTS OF SELLER (FOR THE PERIOD
PRIOR TO THE CLOSING DATE) AND THE AUDITED FINANCIAL STATEMENTS OF PURCHASER
(FOR PERIODS SUBSEQUENT TO THE CLOSING DATE) WHICH ARE FILED WITH THE NEVADA
GAMING AUTHORITIES SHALL BE CONTROLLING, ABSENT MANIFEST ERROR (INCLUDING ANY
ERRORS AND OMISSIONS MADE BY THE INDEPENDENT AUDITORS AND DIFFERENCES IN THE
DEFINITION OF REVENUES USED IN SUCH FINANCIAL STATEMENTS AND THE DEFINITION OF
GROSS REVENUES).
EACH PARTY SHALL BE ENTITLED, AT ITS OWN EXPENSE, AT
REASONABLE TIMES AND UPON REASONABLE NOTICE, TO AUDIT THE BOOKS AND RECORDS OF
OTHER PARTY PERTAINING TO THE BUSINESS FOR THE PURPOSE OF VERIFYING THE PROPER
AMOUNT OF GROSS REVENUES.
A PARTY'S RIGHT TO AUDIT THE BOOKS AND RECORDS OF THE
OTHER PARTY MAY BE CONDITIONED UPON THE EXECUTION BY THE PARTY WISHING TO
CONDUCT AN AUDIT OF A NORMAL AND CUSTOMARY CONFIDENTIALITY AND NON-DISCLOSURE
AGREEMENT.
(G)
UNTIL THE LATER OF (I) MARCH 31, 2012 OR (I) THE TIME THAT ALL
POST-CLOSING PURCHASE PRICE PAYMENT HAS BEEN PAID AS SET FORTH HEREIN, PURCHASER
WILL MAINTAIN OR CAUSE TO MAINTAIN ALL PROPERTY INSURANCE INSURING THE
IMPROVEMENTS LOCATED ON THE REAL PROPERTY AND THE ASSETS AS REQUIRED UNDER THE
MASTER LEASE (AS DEFINED IN SECTION 9.2(C)); SUCH COVERAGE SHALL BE EQUAL TO
FULL REPLACEMENT COST WITH NO COINSURANCE.
SELLER SHALL BE NAMED AS AN
ADDITIONAL INSURED UNDER ANY INSURANCE POLICIES MAINTAINED BY PURCHASER PURSUANT
TO THIS SECTION 4.2(G) AND SHALL BE PROVIDED WITH A CERTIFICATE OF INSURANCE
EVIDENCE REQUIRING THAT SELLER BE GIVEN AT LEAST THIRTY (30) DAYS WRITTEN NOTICE
PRIOR TO THE CANCELLATION OF SUCH POLICIES.
5.
ASSUMED LIABILITIES AND EXCLUDED LIABILITIES.
5.1
ASSUMED LIABILITIES OF PURCHASER.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, FROM AND AFTER THE CLOSING, PURCHASER SHALL ASSUME
AND AGREE TO DISCHARGE AND PERFORM WHEN DUE ONLY THE FUTURE OBLIGATIONS,
COMMITMENTS AND LIABILITIES UNDER THOSE CONTRACTS AND LEASES LISTED ON SCHEDULE
5.1 ATTACHED HERETO WHICH SELLER AGREES TO ASSIGN TO PURCHASER, AND PURCHASER
AGREES TO ASSUME, BUT ONLY TO THE EXTENT THE SAME RELATE TO PERFORMANCE ON OR
AFTER THE CLOSING DATE ("ASSUMED LIABILITIES"); PROVIDED, HOWEVER, THAT
PURCHASER SHALL NOT BE REQUIRED TO ASSUME ANY CONTRACT OR LEASE (I) ENTERED INTO
BY SELLER AFTER THE DATE OF THIS AGREEMENT WITHOUT PURCHASER'S PRIOR WRITTEN
CONSENT, OR (II) THAT IS NOT LISTED ON SCHEDULE 5.1.
THE RAMADA AGREEMENTS
SHALL BE LISTED ON SCHEDULE 5.1.
5.2
EXCLUDED LIABILITIES.
NOTWITHSTANDING ANY PROVISION HEREOF TO THE
CONTRARY, PURCHASER SHALL NOT ASSUME NOR OTHERWISE BE RESPONSIBLE FOR ANY OF THE
LIABILITIES AND OBLIGATIONS OF SELLER OTHER THAN THE ASSUMED LIABILITIES (THE
"EXCLUDED LIABILITIES"), WHICH EXCLUDED LIABILITIES SHALL REMAIN THE
RESPONSIBILITY AND OBLIGATION OF SELLER, AND SHALL