OTHER RIGHTS COMMON TO HOLDERS OF BUYER'S EQUITY INTERESTS; (IV) IS NOT
REDEEMABLE; AND (V) MAY NOT BE SOLD, ASSIGNED, PLEDGED, GIFTED, CONVEYED,
TRANSFERRED OR OTHERWISE DISPOSED OF (A "TRANSFER"), EXCEPT BY OPERATION OF LAW
OR TO THE EXTENT PERMITTED UNDER SECTION 8.3 (AND ANY TRANSFER IN VIOLATION OF
THIS SECTION 2.7(E) SHALL BE NULL AND VOID), EXCEPT THAT SELLER MAY ASSIGN OR
PLEDGE ITS RIGHTS TO RECEIVE ANY CONTINGENT PURCHASE PRICE PAYMENT, IN WHOLE OR
IN PART, TO A PERSON THAT AGREES IN WRITING, PRIOR TO ANY SUCH ASSIGNMENT OR
PLEDGE (AND SELLER DELIVERS SUCH WRITING AT LEAST 10 BUSINESS DAYS PRIOR TO THE
EFFECTIVENESS OF ANY SUCH ASSIGNMENT OR PLEDGE), THAT SUCH ASSIGNED OR PLEDGED
RIGHTS SHALL BE SUBJECT TO AND SUBORDINATE TO ALL OF BUYER'S RIGHTS, REMEDIES,
INTEREST, OBLIGATIONS AND LIABILITIES HEREUNDER IN ALL RESPECTS, INCLUDING
WITHOUT LIMITATION, TO ALL CLAIMS, CAUSES OF ACTION, DEFENSES OF ANY KIND UNDER
THIS AGREEMENT OR ANY OTHER RELATED AGREEMENTS. IN NO EVENT SHALL THE FACT THAT
SELLER ASSIGNED OR PLEDGED ITS RIGHTS TO RECEIVE ANY CONTINGENT PURCHASE PRICE
PAYMENT TO SUCH PERSON IN ANY WAY AFFECT, REDUCE, MODIFY OR AMEND ANY OF THE
RIGHTS GRANTED TO BUYER IN THIS AGREEMENT OR ANY OTHER RELATED AGREEMENT.
(F)
BUYER SHALL PRICE AND PLACE THE PURCHASED TABLE GAMES IN LIGHT OF
COMPETITIVE AND MARKET CONDITIONS AND THE OTHER FACTORS THAT BUYER USES TO PRICE
AND PLACE ITS SIMILAR GAMES TO SIMILARLY-SITUATED CUSTOMERS, AND NOT WITH THE
MOTIVE OF MINIMIZING THE AMOUNT OF THE CONTINGENT PURCHASE PRICE PAYMENTS TO BE
PAID TO SELLER.
FOR THE SAKE OF CLARITY, NEITHER BUYER NOR ANY SUCCESSOR TO IT
SHALL HAVE ANY OBLIGATION, EXPRESS OR IMPLIED, TO GIVE ANY PURCHASED TABLE GAMES
ANY SPECIAL OR EXTRA TREATMENT OR CONSIDERATION OR ANY TREATMENT OR
CONSIDERATION WHICH IS DIFFERENT THAN IT GIVES ANY OTHER SIMILAR TABLE OR
ELECTRONIC GAME WHICH IT OWNS, IS DISTRIBUTING OR EXPLOITING, OR HAS ACQUIRED,
BUT IN ALL CASES, TAKING INTO ACCOUNT COMPETITIVE AND MARKET CONDITIONS AND ANY
OTHER RELEVANT FACTORS.
SUBJECT TO THE OTHER PROVISIONS OF THIS SECTION 2.7(F),
THERE IS NO EXPRESS OR IMPLIED PROMISE BY BUYER THAT ANY PURCHASED TABLE GAMES
WILL GET THE SAME TREATMENT AS ANY OTHER GAME OF BUYER'S.
OTHER THAN THE CASH
PURCHASE PRICE, AND THE MINIMUM CONTINGENT PURCHASE PRICE PAYMENTS (BUT SUBJECT
TO SECTIONS 7.2 AND 7.9(F)), THERE ARE NO PROMISES OR GUARANTEES OF ANY
REVENUES, AMOUNTS OR PAYMENTS.
SHOULD SELLER MAKE ANY CLAIM ASSERTING THAT
BUYER HAS FAILED IN ANY WAY TO SATISFY ANY OBLIGATION OR DUTY TO COMMERCIALIZE
ANY PURCHASED TABLE GAMES, THEN SELLER AGREES THAT IT WILL BE REQUIRED TO SHOW,
BY CLEAR AND CONVINCING EVIDENCE, THAT BUYER FAILED TO ADHERE TO THAT OBLIGATION
OR DUTY, AND, TO THE EXTENT SELLER BRINGS ANY SUCH CLAIM, SHOULD SELLER NOT
PREVAIL ON ANY SUCH CLAIM, SELLER SHALL BE RESPONSIBLE FOR ALL OF BUYER'S LEGAL
AND OTHER FEES AND COSTS INCURRED BY BUYER IN ANY LAW SUIT ASSERTING SUCH CLAIM.
(G)
IN NO EVENT SHALL SELLER RECEIVE ANY