ANY GOVERNMENTAL
AUTHORITY, IN CONNECTION WITH THE PURCHASE OF THE SERIES B PREFERRED UNITS, WITH
THE COOPERATION OF THE CROWN PARTIES AND THEIR COUNSEL; PROVIDED THAT AT THE
REASONABLE REQUEST OF LICENSED PERSONS OUTSIDE THE CONTROL OF THE PURCHASERS OR
PARENT, CCR AND THE CURRENT EQUITYHOLDERS AGREE THAT COUNSEL FOR CCR SHALL NOT
PARTICIPATE IN THE PORTION OF ANY APPEARANCE, MEETING, OR DISCUSSION BEFORE THE
GAMING AUTHORITIES WHICH INVOLVES CONFIDENTIAL INFORMATION OF LICENSED PERSONS
OUTSIDE THE CONTROL OF THE PURCHASERS OR PARENT.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, THE PARTIES AGREE THAT COUNSEL FOR THE CROWN PARTIES MAY, AT ITS
DISCRETION, DIRECT THE STRATEGY FOR OBTAINING THE GAMING APPROVALS REQUIRED TO
CONSUMMATE THE CONVERSION OF THE SERIES B PREFERRED UNITS TO SERIES A2 PREFERRED
UNITS AND COORDINATE AND PARTICIPATE IN ANY AND ALL APPEARANCES, MEETINGS,
DISCUSSIONS, PRESENTATIONS, MEMORANDA, BRIEFS, FILINGS, ARGUMENTS AND PROPOSALS
MADE BEFORE ANY GOVERNMENTAL AUTHORITY, INCLUDING ANY GAMING AUTHORITY, OR THE
STAFF OR REGULATORS OF ANY GOVERNMENTAL AUTHORITY, IN CONNECTION WITH THE
PURCHASE OF THE SERIES B PREFERRED UNITS, WITH THE COOPERATION OF CCR AND ITS
COUNSEL.
(G)
THE CROWN PARTIES AGREE TO COOPERATE WITH
CCR AND THE CURRENT EQUITYHOLDERS AFTER THE DATE HEREOF TO ASSIST IN STRUCTURING
THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE TRANSACTION DOCUMENTS, IN A
TAX-EFFICIENT MANNER FOR CCR AND THE CURRENT EQUITYHOLDERS, INCLUDING THE
TRANSFER OF FUNDS CONTEMPLATED BY SECTION 9.2(A).
7.2.
No Alternative Transactions.
The parties
agree that from the date hereof through the earlier of (a) the Closing Date and
(b) the termination of this Agreement under Section 9.1, none of the Current
Equityholders or the Companies shall, and each of the Current Equityholders and
the Companies shall require its respective Representatives not to, directly or
17
indirectly, (i) initiate, solicit, encourage or otherwise facilitate any
inquiry, proposal, offer or discussion with any party (other than the Parent or
the Purchasers) concerning any merger, reorganization, consolidation,
recapitalization, business combination, liquidation, dissolution, share
exchange, sale of stock or units, sale or license of material assets or similar
business transaction involving any of the Companies, (ii) furnish any non-public
information concerning the business, properties or assets of any of the
Companies to any party (other than the Parent or the Purchasers) in connection
with or in anticipation of any such transaction, (iii) engage in discussions or
negotiations with any party (other than with the Parent or the Purchasers) with
respect to, or consummate, any such transaction, or (iv) enter into, approve,
agree to, recommend or consummate any such transaction.
7.3.
Guarantee.
(A)
THE PARENT ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY GUARANTEES
TO CCR AND THE CURRENT EQUITYHOLDERS THE DUE AND PUNCTUAL OBSERVANCE,
PERFORMANCE AND DISCHARGE OF ALL OF THE COVENANTS, AGREEMENTS, OBLIGATIONS AND
LIABILITIES OF THE PURCHASERS PURSUANT TO THIS AGREEMENT, WHETHER FIXED,
CONTINGENT, NOW EXISTING OR HEREAFTER ARISING, CREATED, ASSUMED, INCURRED OR
ACQUIRED FROM THE DATE HEREOF THROUGH THE CLOSING DATE (THE "OBLIGATIONS").
(B)
THE PARENT AGREES THAT THE OBLIGATIONS OF THE PARENT HEREUNDER
SHALL NOT BE RELEASED OR DISCHARGED, IN