Company or (ii) financing proceeds received by the Company from a loan or similar financingtransaction under which the repayment obligations are secured by a pledge, directly or indirectly,of Whitehall’s interest in the Company or any of its subsidiaries, the Company’s direct orindirect interest in any of its subsidiaries, or any of the properties or other assets of theCompany or its subsidiaries, in the case of each of (i) and (ii) net of all out-of-pockettransaction costs (as determined by Whitehall), which, for certainty, shall include any such costspayable to affiliates of Whitehall. Notwithstanding the forgoing, in no event shall the definitionof “Capital Event Proceeds” hereunder include any proceeds that are borrowed pursuant to theInitial Financing or pursuant to a loan that is (x) fully recourse to any of Whitehall Finance,Whitehall Parallel or Whitehall Street Global Real Estate Limited Partnership 2007 (“WhitehallStreet”) or (y) is secured by a significant portion of the assets of Whitehall Finance,Whitehall Parallel or Whitehall Street (which significant portion, for certainty, shall not becomprised only of Whitehall’s interest in the Company).          “Cash Interest Entitlement” is equal to the Cash Percentage Interest multiplied by the applicable Proceeds.          “Cash Percentage Interest” has the meaning set forth in Section 3(b).          “Cause” means Employee’s: i) failure to perform the duties assigned to him; (ii)chronic impairment due to alcohol or substance abuse; (iii) conviction of a Serious Crime or beingcharged with a felony (for purposes of this Agreement a “Serious Crime” is a crime that the Companybelieves could prohibit the Employee from obtaining or maintaining any work card, license, orfinding of compliance suitability necessary for Employee to maintain employment with Company); (iv)violation of a federal or state securities law or regulation; (v) negligent conduct, error oromission in the carrying out of his duties under this Agreement; (vi) conduct that causes damage tothe reputation of the Company(vii) breach of the Exclusivity Obligation or any of the obligationsset forth in Section 6 or Section 7 below; (viii) any revocation or suspension by any state orlocal authority of Employee’s required license(s) to serve in his position(s) with the Company; or(ix) any act or failure to act by Employee which causes any gaming or other regulatory authorityhaving jurisdiction over the Company, the Designated Affiliates or any of their affiliates to seekany redress or remedy against Employee, the Company, any Designated Affiliate or any of theiraffiliates.          “Cause Termination” mean the circumstance wherein Participant is no longer an employeeof the Company or any subsidiary thereof for reason of removal or termination from such employmentfor Cause.          “Company” has the meaning set forth in the recitals hereof.          “Company LLC Agreement” has the meaning set forth in the recitals hereof.          “Current Portion” is equal to the vesting percentage as of such date (as determined inaccordance with the vesting provisions set forth in Section 4 hereof) multiplied by theParticipating Investment Entitlement.
 

 
          “Effective Date” has the meaning set forth in the introductory paragraph hereof.          “Employment Agreement” means that certain Employee Agreement between Participantand American Casino & Entertainment Properties, LLC, dated as of October 23, 2008.          “Full Vesting Milestone” mean the earlier of (i) the fourth (4th)anniversary of the Effective Date and (ii) the date on which Whitehall no longer owns any director indirect interest in the Company.          “Funding Portion” has the meaning set forth in Section 5(a) or 5(b), asapplicable.          “Incentive Distributions” has the meaning set forth in Section 6.          “Initial Financing” means the first, and only the first, financing entered into byone or more of the Company’s subsidiaries and secured by a pledge of such subsidiaries’ assets.          “Initial Investment” has the meaning set forth in Section 2(b).          “Initial Participating Investment” has the meaning set forth in Section2(b).          “Internal Rate of Return” means, with respect to any investment, a return of allcapital invested in such investment plus a cumulative, quarterly compounded, return on suchinvested capital at a rate per annum equal to the applicable percentage specified herein. Aninvestment shall be deemed to have produced a specified Internal Rate of Return when the total cashin-flows invested from time to time in such investment produces cash out-flows in amount sufficientto cover the cash in-flows together with an annual return equal to such specified percentagecalculated commencing on the date such cash in-flows are funded and compounded quarterly to theextent not paid on a current basis, and all previous cash out-flows produced by such investment.For purposes of computing such Internal Rate of Return, any cash in-flows invested in suchinvestment, any forfeiture of any capital invested and any cash out-flows from such investment atany time during a month shall be deemed to be invested, forfeited or produced on the first day ofsuch month.          “Investment” has the meaning set forth in Section 3(a).          “Operating Proceeds” means proceeds received by the Company and from the operation ofproperty and assets held, directly or indirectly, by the Company, net of interest and other financecharges paid by Whitehall under any financing(s).          “Participant” has the meaning set forth in the introductory paragraphhereof.          “Participating Investment” means, as of any date, the Initial ParticipatingInvestment plus the aggregate of all Additional Participating Investments.
 

 
          “Participating Investment Entitlement”:     (X) with respect to Operating Proceeds is equal to (i) (A) Participant’sParticipating Percentage Interest multiplied by the applicable Proceeds *minus*(B)the Unfunded Carry multiplied by (ii) if the Unfunded Participating Investment isgreater than zero, 75%; and(Y) with respect to Capital Event Proceeds is equal to (i) (A) Participant’s ParticipatingPercentage Interest multiplied by the applicable Proceeds *minus*(B) the UnfundedCarry.          “Participating Percentage Interest” has the meaning set forth in Section3(b).          “Percentage Interest” has the meaning set forth in Section 3(b).          “Proceeds” means, collectively, Capital Event Proceeds and Operating Proceeds.          “Qualifying Circumstance” means the circumstance wherein Participant is no longer anemployee of the Company or any subsidiary thereof for any reason whatsoever except for a CauseTermination, including, without limitation, any removal from such employment without Cause, anyresignation by Participant or Participant’s ceasing to be an employee due to Participant’s death ordisability.          “Redemption Price” means a cash amount (determined as of the date of redemption)equal to the Participant’s Initial Cash Investment *less*the amount of any Cash Distributionsreceived by the Participant.          “Redemption Right” has the meaning set forth in Section 7.          “Tax Shortfall Amount” has the meaning set forth in Section 8.          “Total Whitehall Contribution” means, as of any date, the total amount Whitehall hascontributed to the Company’s common equity, net of the financing proceeds, if any, received byWhitehall prior to such date pursuant to the Initial Financing.          “Unfunded Carry” as of any date means an amount, when added to all other amountsattributed to Unfunded Carry, is sufficient to cover a return of 7% p.a. on the UnfundedParticipating Investment calculated commencing on the date such Unfunded Participating Investmentis funded and compounded quarterly to the extent not paid on a current basis.          “Unfunded Participating Investment” as of any date means an amount (which shall not beless than zero) equal to the Initial Participating Investment *plus*all Additional ParticipatingInvestment *minus*the cumulative amounts of all Funding Portions previously credited pursuant toSection 5(a) and 5(b).
 

 
          “Vesting Milestone” means each of the 1/4 Vesting Milestone, the 1/2 VestingMilestone, the 3/4 Vesting Milestone and the Full Vesting Milestone.          “Whitehall” has the meaning set forth in the introductory paragraphhereof.          “Whitehall Finance” has the meaning set forth in the introductory paragraph hereof.          “Whitehall Parallel” has the meaning set forth in the introductory paragraph hereof.     2. *Initial Investment.*          (a) Within five business days of the date of this Agreement, Participant shall make a paymentin cash to Whitehall in the amount of $0.00 (no Cash Investment to be made) (the “CashInvestment”). For all purpose herein, Participant will be treated as having made the CashInvestment as of the Effective Date.          (b) Upon receipt of the Cash Investment, subject to the vesting provisions set forth inSection 4, Participant shall be credited with an additional investment in the amount of 200% of theCash Investment (such additional investment, the “Initial Participating Investment”, andthe Cash Investment together with the Initial Participating Investment, the “InitialInvestment”). For example, if Participant’s Cash Investment is $50,000, his or her InitialParticipating Investment would be $100,000 and his or her Initial Investment would be $150,000.     3. *Additional Investments; Percentage Interests.*          (a) If and when Whitehall contributes additional common equity capital to the Company,so long as no Qualifying Circumstance or Cause Termination has occurred, Participant will have theright to elect to make an additional investment (such additional investment, together with theAdditional Participating Investment (defined below) in respect of such additional investment, an“Additional Investment”) in the amount required to maintain Participant’s then-currentPercentage Interest (as defined below), it being understood that Participant may only exercise thisoption with respect to the full amount contemplated herein and Participant will not be entitled tomake a partial election. Whitehall shall give Participant written notice of an upcomingcontribution to the Company’s common equity and Participant shall have five business days from thedate of that notice to advise Whitehall in writing whether or not Participant will make theAdditional Investment (and failure to respond within that time period will be deemed to be anelection to not make the Additional Investment). If Participant timely elects to make an AdditionalInvestment, Participant shall, within five business days of the date on which he or she notifiedWhitehall of his or her election, make a payment in cash to Whitehall in an amount equal toone-third of the Additional Investment (an “Additional Cash Investment”). Upon receipt ofthe Additional Cash Investment, subject to the vesting provisions set forth in Section 4,Participant shall be credited with an additional investment in the amount of 200% of the AdditionalCash Investment (such additional investment, the
 

 
“Additional Participating Investment”). If Participant does not timely elect to make anAdditional Investment or does not have the right to make such Additional Investment due to theoccurrence of a Qualifying Circumstance or Cause Termination, Participant recognizes that his orher Percentage Interest will be diluted as a result of the additional investment made by Whitehallto fund the capital call. The “Investment” means the Initial Investment together with anyAdditional Investment(s).          (b) Participant’s “Percentage Interest” means, as of any date of determination,the percentage obtained by dividing Participant’s aggregate Investment as of such date by theTotal Whitehall Contribution. Participant’s “Cash Percentage Interest” means, as of anydate of determination, the percentage obtained by dividing Participant’s aggregate Cash Investmentas of such date by the Total Whitehall Contribution. Participant’s “Participating PercentageInterest” means, as of any date of determination, the percentage obtained by dividingParticipant’s Participating Investment as of such date by the Total Whitehall Contribution. As ofthe date hereof, the Total Whitehall Contribution is $                     and Participant’s initial Percentage Interest, Cash Percentage Interest andParticipating Percentage Interest are, respectively, 0._%, 0.___% and 0.___%.     4. *Vesting.*          (a) Participant’s rights hereunder with respect to the Cash Investment are fully vestedas of the Effective Date. Provided that no Qualifying Circumstance or Cause Termination hasoccurred on or prior to the applicable Vesting Date, Participant’s rights hereunder with respect tothe Participating Investment and the Incentive Distributions shall vest in accordance with thefollowing schedule:          (i) between the Effective Date and the 1/4 Vesting Milestone, Participant’svesting percentage shall be 0%;          (ii) from and after the 1/4 Vesting Milestone up to the 1/2 Vesting Milestone,Participant’s vesting percentage shall be 25%;          (iii) from and after the 1/2 Vesting Milestone up to the 3/4 Vesting Milestone,Participant’s vesting percentage shall be 50%;          (iv) from after the 3/4 Vesting Milestone up to the Full Vesting Milestone,Participant’s vesting percentage shall 75% and          (v) from and after the Full Vesting Milestone, Participant’s vestingpercentage shall be 100%.          (b) Notwithstanding Section 4(a) above, if a Qualifying Circumstance occurs, Participantshall be entitled to retain the vesting percentage with respect to the Participating Investment andthe Incentive Distributions that vested prior to the occurrence of such Qualifying Circumstance,but such vesting percentage shall not thereafter increase. For example, if a QualifyingCircumstance should occur after the 1/2 Vesting Milestone but prior to
 

 
the 3/4 Vesting Milestone, Participant’s vesting percentage with respect to the ParticipatingInvestment and the Incentive Distributions shall be 50% (but shall in no event increase to 75% or100% thereafter). Notwithstanding Section 4(a) above, if a Cause Termination occurs, effective asof the date of such Cause Termination, Participant’s Vesting Percentage with respect to theParticipating Investment and the Incentive Distributions shall be reduced to 0%.          (c) Provided that no Cause Termination has occurred on or prior to the applicableVesting Date: (i) on the 1/4 Vesting Milestone, 25% of any amounts which Participant is entitledto receive under Sections 5 or 6 and which are then held in escrow shall be payable to theParticipant in cash (as a Cash Distribution); (ii) on the 1/2 Vesting Milestone, 50% of anyamounts which Participant is entitled to receive under Sections 5 or 6 and which are then held inescrow shall be payable to the Participant in cash (as a Cash Distribution); (iii) on the 3/4Vesting Milestone, 75% of any amounts which Participant is entitled to receive under Sections 5 or6 and which are then held in escrow shall be payable to the Participant in cash (as a CashDistribution) and (iv) on the Full Vesting Milestone, 100% of any amounts which Participant isentitled to receive under Sections 5 or 6 and which are then held in escrow shall be payable tothe Participant in cash (as a Cash Distribution). If a Cause Termination occurs, Participant shallimmediately forfeit all rights to all amounts which Participant would otherwise have been entitledto receive under Sections 5 or 6 and which are then held in escrow, and all such escrowed amountsshall promptly be returned to Whitehall.     5. *Participation in Proceeds.*          (a) Operating Proceeds. As and when Whitehall receives Operating Proceeds,Participant shall be entitled to receive an amount equal to (i) the Cash Interest Entitlement *plus*(ii) the Participating Investment Entitlement. The Cash Interest Entitlement and the CurrentPortion of the Participating Investment Entitlement will be payable to the Participant in cashwithin five business days of Whitehall’s receipt of such Operating Proceeds (as a CashDistribution) and the remainder of the Participating Investment Entitlement will be escrowed anddistributed to Participant in accordance with the vesting provisions set forth in Section 4 hereof.In addition, as of such date, to the extent there is then an Unfunded Participating Investment,Participant will be credited with a reduction of the Unfunded Participating Investment in an amountof the Funding Portion with respect to such Operating Proceeds. If the Unfunded ParticipatingInvestment is greater than zero, the “Funding Portion” under this Section 5(a) shall be equal to25% multiplied by (A) Participant’s Participating Percentage Interest multiplied by suchOperating Proceeds *minus*(B) the Unfunded Carry and, if the Unfunded Participating Investment iszero, the “Funding Portion” shall be zero.          (b) Capital Event Proceeds. As and when Whitehall receives Capital EventProceeds, Participant shall be entitled to receive an amount equal to (i) the Cash InterestEntitlement *plus*(ii) if the Unfunded Participating Investment is zero, the ParticipatingInvestment Entitlement. The Cash Interest Entitlement and the Current Portion of any ParticipatingInvestment Entitlement that Participant is entitled to receive pursuant to clause (ii) above willbe payable to the Participant in cash within five business days of Whitehall’s receipt of suchCapital Event Proceeds (as a Cash Distribution) and the remainder of such Participating
 

 
Investment Entitlement will be escrowed and distributed to Participant in accordance with thevesting provisions set forth in Section 4 hereof. In addition, as of such date, to the extentthere is then an Unfunded Participating Investment, Participant will be credited with a reductionof the Unfunded Participating Investment in an amount of the Funding Portion with respect to suchCapital Event Proceeds. If the Unfunded Participating Investment is greater than zero, the“Funding Portion” under this Section 5(b) shall be equal to (A) Participant’s ParticipatingPercentage Interest multiplied by such Capital Event Proceeds *minus*(B) the Unfunded Carryand, if the Unfunded Participating Investment is zero, the “Funding Portion” shall be zero.          (c) The parties agree that the provisions of Sections 5(a) and 5(b) are intended toachieve the same economics as if Participant had borrowed an amount equal to the ParticipatingInvestment from Whitehall on the Effective Date (or such applicable later date with respect to anAdditional Participating Investment) and paid interest to Whitehall on such amount at a rate of 7%p.a. until such amount was repaid in full.     6. *Incentive Distributions.*(a) When and if Whitehall has achieved a 15% Internal Rate of Return with respect to itsinvestments in the Company, then Participant shall be entitled to a cash payment in theamount of $500,000 to be paid to Participant within five business days of notice fromWhitehall.(b) In addition to the foregoing, when and if Whitehall has achieved a 20% InternalRate of Return with respect to its investments in the Company, then Participant shallbeentitled to (b) a cash payment in the amount of $500,000 to be paid to Participantwithinfive business days of notice from Whitehall (the cash payments in the foregoingclauses6(a) and 6(b) shall be known as “Incentive Distributions”).     7. *Redemption Rights.*Each of Participant and Whitehall acknowledge and agree that if a CauseTermination occurs, Whitehall shall have the right (but not the obligation), at Whitehall’selection at any time after the occurrence of such Cause Termination, to redeem the Initial CashInvestment at the Redemption Price (such right shall be known as the “Redemption Right”).Whitehall shall pay Participant the Redemption Price within 90 days of the date on which Whitehallnotifies Participant in writing of its intention to exercise its Redemption Right.     8. *Tax Distributions.*If the amount of Cash Distributions received by Participant pursuant toSection 5 in any fiscal year is not sufficient to cover Participant’s tax liabilities in respect tothe amount Participant is entitled to receive under Section 5 in such fiscal year (such difference,the “Tax Shortfall Amount”), then Whitehall shall, subject to Participant’s execution anddelivery of a promissory note in the form of Exhibit A in favor of Whitehall in the amountof the Tax Shortfall Amount, within 60 days after the close of the fiscal year, lend an amount ofcash to Participant equal to the Tax Shortfall Amount.     9. *No Admission; No Fiduciary or other Relationship.*It is agreed and understood by theparties hereto that Whitehall shall continue to hold its membership interests in the Company, andthat it is not the intention of the parties to admit Participant as a substituted
 

 
member or to otherwise admit Participant as a member of the Company. Each of Whitehall andParticipant confirms and agrees that the relationship between Whitehall, on the one hand, andParticipant, on the other hand, is strictly limited to the contractual arrangement set out in thisAgreement, that the relationship is one of arm’s-length contracting parties and is not one ofemployer and employee or of any other similar arrangement, and further that that neither of theparties is, or should for any purpose be construed as being, a partner or affiliate of the otheror has, or should for any purpose be construed as having, any duty (fiduciary or otherwise) to theother or has, or should be construed as having, any other responsibility to the other except tothe extent specifically set forth in the terms of this Agreement.     10. *Representations and Warranties.*Participant represents, warrants and acknowledges,as a material inducement to Whitehall entering into this Agreement, as follows:          (a) Participant is acquiring his or her Investment for his or her own account for investmentpurposes only and not with a view to the distribution or resale thereof, in whole or in part, andagrees that he or she will not transfer, sell, pledge, hypothecate, encumber, assign or consent toany transfer, sale, pledge, hypothecation, encumbrance, assignment, or solicit offers to buy fromor otherwise approach or negotiate in respect thereof with any person or persons whomsoever, all orany portion of his or her Investment in any manner that would violate or cause the Company toviolate any applicable federal or state securities laws;          (b) Participant is financially able to bear the economic risk of his or her investment inthe Investment, including the total loss thereof;          (c) No Person has at any time expressly or impliedly represented, guaranteed, or warranted toParticipant that a percentage of profit and/or amount or type of consideration will be realized asa result of his or her Investment, that past performance or experience of the Company or itssubsidiaries or assets in any way indicates the future results of the ownership of his or herInvestment or of the Company business, that any cash distributions from Company operations orotherwise will be made by any specific date or will be made at all, or that any specific taxbenefits will accrue as a result of the Investment;          (d) The Investment is an illiquid investment with an indeterminate length, and no Person hasat any time expressly or impliedly represented, guaranteed, or warranted that the Investment willbe realized, redeemed or redeemable within a specific period of time;          (e) Participant’s execution and delivery of this Agreement and the performance of his or herobligations hereunder will not conflict with, result in a breach of or constitute a default (or anyevent that, with notice or lapse of time, or both, would constitute a default) or result in theacceleration of any obligation under any of the terms, conditions or provisions of any otheragreement or instrument to which Participant is a party or by which Participant is bound or towhich any of Participant’s property or assets are subject, or violate any statute or any order,rule or regulation of any court or governmental or regulatory agency, body or official, that wouldmaterially and adversely affect the performance of his or her duties hereunder; and Participant hasobtained any consent, approval, authorization or order of any
 

 
court or governmental agency or body required for the execution, delivery and performance byParticipant of his or her obligations hereunder;          (f) There is no action, suit or proceeding pending against Participant or, to Participant’sknowledge, threatened in any court or by or before any other governmental agency orinstrumentality which would prohibit Participant from entering into or performing his or herobligations under this Agreement;          (g) Neither Participant nor any of Participant’s affiliates has employed any broker orfinder, or incurred any liability therefore, in connection with this Agreement or the transactionscontemplated hereby;          (h) This Agreement is a binding agreement on the part of Participant enforceablein accordance with its terms against Participant;          (i) Participant acknowledges and agrees that Sullivan & Cromwell LLP serves as counselto Whitehall, and that Sullivan & Cromwell LLP does not serve as counsel to any other Party.Participant acknowledges and agrees that he or she does not have an attorney-client relationshipwith Sullivan & Cromwell LLP, and that no such relationship will arise in the course of theCompany’s existence or dissolution by any means. Participant represents and warrants that, in theevent of litigation or arbitration between Whitehall and Participant, Participant will not seek theremoval of Sullivan & Cromwell LLP as counsel to Whitehall for any purported conflict of interestor attorney-client relationship allegedly existing between Sullivan & Cromwell LLP and Participant.Participant has been advised to and has engaged his or her own counsel and any other advisersParticipant deems necessary and appropriate. By reason of Participant’s business or financialexperience, or by reason of the business or financial experience of Participant’s own attorneys,accountants and financial advisors, Participant is capable of evaluating the risks and merits ofthe Investment and of protecting his or her own interests in connection with Investment; and          (j) Participant has consulted with his or her own accountants and financial advisorsregarding all tax and financial matters concerning the Investment and the tax consequences of theInvestment. Participant acknowledges that the tax consequences of the Investment will depend onParticipant’s particular circumstances, and neither the Company, Whitehall, nor the partners,shareholders, members, managers, fiduciaries, agents, officers, directors, employees, affiliates,or consultants of any of them will be responsible or liable for the legal, tax, or financialconsequences to Participant of the Investment. Participant will solely look to, and rely upon, hisor her own advisers with respect to the legal, tax, and financial consequences of the Investment.     11. *Tax Treatment.*Whitehall and Participant agree that (a) Participant’s Investmentpursuant to this Agreement shall be treated for U.S. federal income tax purposes as (i) a sale of aportion of the membership interests in the Company equal to Participant’s Cash Percentage Interestto Participant and (ii) a grant of a profits interest in the Company equal to Participant’sParticipating Percentage and Incentive Distributions, with Whitehall holding such membership andprofits interests as a nominee on behalf of Participant, (b) Participant shall be treated for
 

 
U.S. federal income tax purposes in the same manner as if he or she (i) had purchased and isholding a common equity membership interest in the Company equal to Participant’s PercentageInterest, and (ii) is holding a profits interest in the Company equal to Participant’sParticipating Percentage and Incentive Distributions, (c) Whitehall shall timely deliver to theCompany the statement described in Treas. Regs. Section 1.6031(c)-lT(a)(l)(ii) with respect to theportion of the membership interests in the Company that is treated as purchased by Participantpursuant to this Agreement, (d) Participant shall provide Whitehall with a properly completed IRSForm W-9 or W-8, as applicable, and any other information, forms or documents as may be reasonablyrequested by Whitehall acting in its role as nominee and (e) Participant shall make a Section83(b) election in respect of his or her Investment.     12. *Confidentiality.*Participant agrees to hold the terms of this Agreement and anyinformation relating to the Company or Whitehall that Participant obtains during the term of thisAgreement strictly confidential and not to disclose the same to any third party, provided,however, that Participant may disclose such information only (a) as required by applicablelaw and then only to the extent required by such law, (b) at the express direction of any court orother governmental authority with jurisdiction over Participant or (c) pursuant to subpoena orother process of a court or other governmental authority having jurisdiction over Participant.     13. *Future Cooperation.*Each of the parties hereto agrees to cooperate at all times from andafter the date hereof with respect to all of the matters described herein, and to execute suchfurther assignments, releases, assumptions, notifications and other documents as may be reasonablyrequested for the purpose of giving effect to, or evidencing or giving notice of, the transactioncontemplated by this Agreement.     14. *Termination.*Participant’s rights under this Agreement automatically shall terminate andexpire upon the sooner of (i) the closing of the exercise of Whitehall’s Redemption Rights asprovided in Section 7 above and (ii) the date that Whitehall no longer owns any direct or indirectinterest in the Company.     15. *Notice.*Unless otherwise expressly agreed in writing, any notice, consent or otherdocument required to be sent pursuant to this Agreement shall be in writing and shall be deemed tobe validly given by the delivery thereof to its recipient, either personally with a receipt, byregistered mail, via reputable overnight courier, or via facsimile transmission if such facsimileprovides confirmation of sending followed by a reputable overnight courier that providesconfirmation of delivery to the sender. Notices shall be sent as follows:If to the Company, then to:W2007/ACEP Holdings, LLC