COMMUNICATIONS WITH, ANY GOVERNMENTAL BODY REGARDING ANY SUCH FILINGS OR
ANY SUCH TRANSACTION.
NO PARTY HERETO SHALL INDEPENDENTLY PARTICIPATE IN ANY
FORMAL MEETING WITH ANY GOVERNMENTAL BODY IN RESPECT OF ANY SUCH FILINGS,
INVESTIGATION, OR OTHER INQUIRY WITHOUT GIVING THE OTHER PARTIES HERETO PRIOR
NOTICE OF THE MEETING AND, TO THE EXTENT PERMITTED BY SUCH GOVERNMENTAL BODY,
THE OPPORTUNITY TO ATTEND AND/OR PARTICIPATE.
SUBJECT TO APPLICABLE LAW, THE
PARTIES HERETO WILL CONSULT AND COOPERATE WITH ONE ANOTHER IN CONNECTION WITH
ANY ANALYSES, APPEARANCES, PRESENTATIONS, MEMORANDA, BRIEFS, ARGUMENTS, OPINIONS
AND PROPOSALS MADE OR SUBMITTED BY OR ON BEHALF OF ANY PARTY HERETO RELATING TO
PROCEEDINGS UNDER THE HSR ACT OR OTHER ANTITRUST LAWS, GAMING LAWS OR OTHER
APPLICABLE LAWS.
SELLERS AND PURCHASER MAY, AS EACH DEEMS ADVISABLE AND
NECESSARY, REASONABLY DESIGNATE ANY COMPETITIVELY OR PERSONALLY SENSITIVE
MATERIAL PROVIDED TO THE OTHER UNDER THIS SECTION 9.4 AS "OUTSIDE COUNSEL
ONLY."
SUCH MATERIALS AND THE INFORMATION CONTAINED THEREIN SHALL BE GIVEN ONLY
TO THE OUTSIDE LEGAL COUNSEL OF THE RECIPIENT AND WILL NOT BE DISCLOSED BY SUCH
OUTSIDE COUNSEL TO AGENTS, CONSULTANTS, EMPLOYEES, OFFICERS, OR DIRECTORS OF THE
RECIPIENT, UNLESS EXPRESS WRITTEN PERMISSION IS OBTAINED IN ADVANCE FROM THE
SOURCE OF THE MATERIALS (SELLERS OR PURCHASER, AS THE CASE MAY BE).
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY SHALL BE
OBLIGATED TO MAKE AVAILABLE TO ANY OTHER PARTY ANY OF ITS CONFIDENTIAL OR
PROPRIETARY INFORMATION IN ANY DRAFTS OF FILINGS OR FILINGS REQUIRED UNDER
ANTITRUST LAWS OR GAMING LAWS, INCLUDING TABULAR INFORMATION IN ANY FILING
REQUIRED BY THE HSR ACT.
WITH RESPECT TO FILINGS AND APPLICATIONS OF NEW
PROPCO, VOTECO, ANY OF THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES AND ANY
OTHER ENTITY AS DIRECTED BY THE GAMING AUTHORITY
(THE "GAMING ENTITIES"), AND
EACH INDIVIDUAL DIRECTOR, OFFICER OR MANAGER OF A GAMING ENTITY, NECESSARY TO
OBTAIN GAMING APPROVALS, (I) FOR INDIVIDUALS WHO MUST BE LICENSED, APPROVED OR
OTHERWISE FOUND SUITABLE UNDER NEVADA GAMING LAW TO BE DIRECTORS (OR THE
EQUIVALENT IN LIGHT OF THE LIMITED LIABILITY COMPANY STRUCTURE) OF EACH GAMING
ENTITY (SUCH INDIVIDUALS, "DIRECTORS"), PURCHASER AGREES THAT AT LEAST FIVE
INDIVIDUALS (OR FOUR IN THE EVENT THAT FG DESIGNATES TWO, RATHER THAN THREE
INDIVIDUALS TO SERVE AS NON-INDEPENDENT DIRECTORS DESIGNATED BY FG), INCLUDING
AT LEAST ONE INDIVIDUAL DESIGNATED BY JPMORGAN CHASE BANK, N.A. (OR ITS
SUCCESSOR) AS MORTGAGE LENDER ("JPM"), ONE INDIVIDUAL DESIGNATED BY GERMAN
AMERICAN CAPITAL CORPORATION (OR ITS SUCCESSOR) AS MORTGAGE LENDER ("GACC") AND
ONE INDIVIDUAL DESIGNATED BY FG, SHALL BE EITHER PRESENTLY OR,
WITHIN THE PAST
FIVE (5) YEARS, HAVE BEEN PREVIOUSLY, LICENSED, APPROVED OR OTHERWISE FOUND
SUITABLE BY THE NEVADA GAMING AUTHORITIES, AND SHALL REMAIN (OR, IF PREVIOUSLY
BUT NOT CURRENTLY LICENSED, APPROVED OR FOUND SUITABLE, SHALL HAVE REMAINED
DURING ANY PERIOD IN WHICH THEY MAINTAINED THEIR LICENSED, APPROVED OR
SUITABILITY STATUS) IN GOOD STANDING WITH THE NEVADA GAMING AUTHORITIES (EACH
SUCH INDIVIDUAL, A "PREVIOUSLY LICENSED INDIVIDUAL") AND (II) FOR INDIVIDUALS
WHO MUST BE LICENSED, APPROVED OR OTHERWISE FOUND SUITABLE UNDER NEVADA GAMING
LAW TO BE OFFICERS