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APPROVED 12/05/05
<br />12.2 Termination Other than Upon Default.
<br />(aj RFP shall have the right to terminate this Agreement upon sixty (60) days
<br />written notice to the County (i) under the circumstances described in Section 5.2(c) or 5.5 hereof,
<br />or (ii) as otherwise set forth herein.
<br />(b) Either party shall have the right to terminate this Agreement under the
<br />circumstances specified in Section 13.6(d).
<br />12.3 Effect of Termination.
<br />In the event this Agreement expires or is terminated, (i) all Operating Expenses
<br />incurred or irrevocably committed for prior to the effective date of expiration or termination,
<br />except any such expenses which are incurred due to a default by RFP which resulted in such
<br />termination, shall be paid using funds on deposit in the account(s) described in Sections 5.6 and
<br />5.7 and to the extent such funds are not sufficient, the County shall pay all such Operating
<br />Expenses and shall, to the extent permitted by North Carolina law, indemnify and hold RFP
<br />harmless therefrom, (ii) the County shall promptly pay RFP all fees earned to the effective date
<br />of expiration or termination (subject to proration), provided that the County shall be entitled to
<br />offset against such unpaid fees any damages directly incurred by the County in remedying any
<br />default by RFP hereunder which resulted in such termination (other than the fees or expenses of
<br />any replacement manager for the Facility), and (iii) with the cooperation of RFP, the County
<br />shall, or shall cause another management company retained by it to, accept the assignment of
<br />RFP's rights, and assume and perform all of RFP's obligations, arising after the date of expiration
<br />or termination of this Agreement, under any licenses, occupancy agreements, rental agreements,
<br />booking commitments, advertising agreements, concession agreements, and any other contracts
<br />relating to the Facility which have been executed by RFP hereunder, except (A) to the extent that
<br />any such license, agreement, commitment or contract was executed by RFP in violation of any of
<br />the restrictions applicable to RFP's right to execute such licenses, agreements, commitments or
<br />contracts contained in this Agreement, and (B) for any such license, agreement, commitment or
<br />contract to which the consent of the other party thereto is required for such assignment and
<br />assumption unless such consent is obtained (in the case of any such consent, RFP will use
<br />commercially reasonable efforts to obtain such consent and the County will cooperate in any
<br />reasonable manner with RFP to obtain such consent). Upon the expiration of this Agreement or a
<br />termination pursuant to Section 12.1 or 12.2, all further obligations of the parties hereunder shall
<br />terminate except for the obligations in this Section 12.3 and in Sections 7.3, 8.1 and 12.4;
<br />provided, however, that if such termination is the result of an intentional or grossly negligent
<br />default, the nondefaulting party exercising its right to terminate this Agreement shall be entitled
<br />to recover damages for breach arising from such willful default. Except with respect to losses
<br />arising from personal or bodily injury, in no event shall either party be liable or responsible for
<br />any consequential, indirect, incidental, punitive, or special damages (including, without
<br />limitation, lost profits), whether based upon breach of contract or warranty, negligence, strict tort
<br />liability or otherwise, and each party's liability for damages or losses hereunder shall be strictly
<br />limited to direct damages that are actually incurred by or threatened against the other party.
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