CROWN PAYMENT FUND
UNLESS AND UNTIL THE ESCROW AGENT RECEIVES A DISPUTE RESOLUTION NOTICE.
ON THE
NEXT BUSINESS DAY FOLLOWING THE RECEIPT BY THE ESCROW AGENT OF THE DISPUTE
RESOLUTION NOTICE, IT SHALL DISTRIBUTE THE CROWN PAYMENT FUND IN ACCORDANCE WITH
SUCH NOTICE.
(B)
UPON DISTRIBUTION OF THE TERMINATION AND SERIES A2 FEE TO CCR ON
THE END DATE, CCR SHALL ISSUE TO THE PURCHASERS THE 4.1% INTEREST, PROVIDED ALL
GAMING APPROVALS REQUIRED TO BE OBTAINED FROM, ISSUED BY OR RECEIVED FROM ANY
GAMING AUTHORITY TO PERMIT THE PARTIES HERETO TO CONSUMMATE SUCH ISSUANCE HAVE
BEEN RECEIVED.
(C)
EXCEPT FOR THE RIGHTS OF CCR AND THE CURRENT EQUITYHOLDERS TO
BRING A CLOSING DISPUTE UNDER THIS AGREEMENT AND THE ESCROW AGREEMENT, THE
RIGHTS OF TERMINATION UNDER SECTION 9.1 AND THE PAYMENT OF THE TERMINATION AND
SERIES A2 FEE PURSUANT TO THE ESCROW AGREEMENT SHALL BE THE SOLE AND EXCLUSIVE
REMEDY OF CCR AND THE CURRENT EQUITYHOLDERS AGAINST THE PARENT AND THE
PURCHASERS AND ANY OF THEIR RESPECTIVE AFFILIATES, SHAREHOLDERS, PARTNERS,
MEMBERS, DIRECTORS, OFFICERS OR AGENTS IF THIS AGREEMENT IS TERMINATED OR THE
CLOSING OTHERWISE DOES NOT OCCUR, AND CCR AND THE CURRENT EQUITYHOLDERS SHALL
HAVE NO CLAIMS OR RIGHTS AGAINST THE PARENT OR THE PURCHASERS AT LAW OR IN
EQUITY, OTHER THAN THE RIGHT TO DISTRIBUTION OF THE TERMINATION AND SERIES A2
FEE PURSUANT TO THE TERMS OF THE ESCROW AGREEMENT.
IF THIS AGREEMENT IS
TERMINATED PURSUANT TO SECTION 9.1, ALL FURTHER OBLIGATIONS OF THE PARTIES WILL
TERMINATE, EXCEPT THAT THE OBLIGATIONS IN SECTIONS 9.2 (E) AND (F) (DISPUTE
RESOLUTION), SECTION 10.5 (APPLICABLE LAW), SECTION 10.6 (ENFORCEMENT),
SECTION 10.7 (WAIVER OF JURY TRIAL), AND SECTION 10.9 (TRANSACTION EXPENSES)
WILL SURVIVE.
(D)
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PAYMENT OF THE
TERMINATION AND SERIES A2 FEE, TO THE EXTENT NOT ALLOCABLE TO THE PURCHASE OF
THE SERIES A2 PREFERRED UNITS, IS BEING MADE TO CANCEL AND TERMINATE CERTAIN
RIGHTS AND OBLIGATIONS OF THE PARTIES AND SUCH PAYMENT IS MADE FOR DAMAGE TO
CAPITAL AND NOT FOR LOST PROFITS.
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(E)
IN THE EVENT OF A CLOSING DISPUTE, THE CURRENT EQUITYHOLDERS AND
CCR SHALL BE ENTITLED TO BRING A CLAIM OR ACTION AGAINST THE CROWN PARTIES IN
RESPECT OF SUCH DISPUTE; PROVIDED, HOWEVER, THAT UNDER NO CIRCUMSTANCES SHALL
THE CURRENT EQUITYHOLDERS OR CCR BE ENTITLED TO ANY DAMAGES IN EXCESS OF THE
CROWN PAYMENT FUND HELD BY THE ESCROW AGENT AND THEY HEREBY WAIVE AND RELEASE
ANY CLAIM TO ANY SUCH EXCESS AMOUNTS.
IN THE EVENT OF A CLOSING DISPUTE, THE
CURRENT EQUITYHOLDERS AND CCR HEREBY COVENANT AND AGREE NOT TO SEEK DAMAGES IN
EXCESS OF THE CROWN PAYMENT FUND (I.E., $80,000,000) HELD BY THE ESCROW AGENT
AND UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO SEEK SUCH EXCESS DAMAGES
OR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES WITH
RESPECT TO SUCH CLOSING DISPUTE.
(F)
DISPUTE RESOLUTION.
ANY CLOSING DISPUTE SHALL BE FINALLY AND
EXCLUSIVELY RESOLVED BY ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL
ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA")