OR MANAGERS OF A GAMING ENTITY, PURCHASER AGREES IN ITS
DISCUSSIONS WITH THE NEVADA GAMING AUTHORITIES TO SEEK TO MINIMIZE THE NUMBER OF
SUCH OFFICERS AND MANAGERS THAT MUST BE LICENSED, APPROVED OR OTHERWISE FOUND
SUITABLE UNDER NEVADA GAMING LAW PRIOR TO AND AS A CONDITION TO CLOSING (THE
"PRE-CLOSING REQUIRED O&M LICENSEES", IT BEING UNDERSTOOD THAT VARIOUS
INDIVIDUALS MAY BE PERMITTED BY THE NEVADA GAMING AUTHORITIES TO SERVE IN THEIR
RESPECTIVE CAPACITIES FROM AND AFTER CLOSING WHILE THEIR APPLICATIONS ARE
PENDING WITHOUT THE PENDENCY OF SUCH APPLICATIONS RESULTING IN A DELAY IN THE
GAMING APPROVALS NECESSARY FOR THE CLOSING), AND TO DESIGNATE, TO THE EXTENT
PRACTICABLE, PREVIOUSLY LICENSED INDIVIDUALS AS PRE-CLOSING REQUIRED O&M
LICENSEES. THE PARTIES UNDERSTAND AND AGREE THAT PURCHASER MAY PRESENT FOR
APPROVAL, LICENSURE OR OTHER FINDINGS OF SUITABILITY IN SUCH FILINGS AND
APPLICATIONS OR IN OTHER FILINGS AND APPLICATIONS, NO MORE THAN THREE
INDIVIDUALS TO SERVE AS DIRECTORS WHO HAVE NOT BEEN
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PREVIOUSLY APPROVED, LICENSED OR FOUND SUITABLE BY THE NEVADA GAMING AUTHORITIES
(SUCH PERSONS, "NEW INDIVIDUAL APPLICANTS"), OF WHICH NOT MORE THAN ONE WILL BE
DESIGNATED BY JPM AND NOT MORE THAN TWO WILL BE DESIGNATED BY GACC; PROVIDED
THAT (X) THE FAILURE OF ANY NEW INDIVIDUAL APPLICANTS TO RECEIVE ALL NECESSARY
APPROVALS, LICENSES, OR OTHER FINDINGS OF SUITABILITY SHALL NOT, IN AND OF
ITSELF, CONSTITUTE A FAILURE OF SECTION 11.3(E)(I) TO BE SATISFIED, AND
(Y) PURCHASER AND SELLERS SHALL, WITH RESPECT TO THE NEW INDIVIDUAL APPLICANTS
AND PREVIOUSLY LICENSED INDIVIDUALS (PROVIDED THAT THE MINIMUM FG/JPM/GACC
DIRECTORS, AS DEFINED BELOW, RECEIVE ALL NECESSARY APPROVALS, LICENSES AND OTHER
FINDINGS OF SUITABILITY FROM APPLICABLE GAMING AUTHORITIES AS REQUIRED UNDER
GAMING LAWS TO SERVE IN THE APPLICABLE POSITIONS AT THE GAMING ENTITIES), USE
THEIR REASONABLE BEST EFFORTS TO WITHDRAW, SUSPEND OR AMEND THE INVOLVED
APPLICATION AND REMOVE SUCH NEW INDIVIDUAL APPLICANT OR PREVIOUSLY LICENSED
INDIVIDUAL AS A DIRECTOR, OFFICER OR MANAGER AS NECESSARY IN ORDER TO OBTAIN THE
APPLICABLE GAMING APPROVAL PRIOR TO JANUARY 3, 2011 OR SUCH LATER DATE TO WHICH
THE TERMINATION DATE IS EXTENDED IF THE TERMINATION DATE IS EXTENDED PURSUANT TO
SECTION 4.4(A) HEREOF.
NOTWITHSTANDING THE FOREGOING, PURCHASER ACKNOWLEDGES
AND AGREES THAT IF AT LEAST ONE DIRECTOR FROM EACH OF FG, JPM AND GACC
HAS BEEN
APPROVED BY THE GAMING AUTHORITIES (THE "MINIMUM FG/JPM/GACC DIRECTORS"), THE
FAILURE TO RECEIVE THE APPROVAL OF ANY OTHER DIRECTOR SHALL NOT, IN AND OF
ITSELF, CONSTITUTE A FAILURE OF SECTION 11.3(E)(I).
EACH OF PURCHASER AND
SELLERS SHALL USE REASONABLE BEST EFFORTS TO PROMPTLY RESPOND TO ANY REQUEST FOR
INFORMATION OF ANY GAMING AUTHORITY WHOSE APPROVAL IS REQUIRED IN ORDER TO
CONSUMMATE THE TRANSACTION CONTEMPLATED HEREBY IN CONNECTION WITH THEIR
RESPECTIVE APPLICATIONS AND SHALL USE REASONABLE BEST EFFORTS TO TAKE ALL
ACTIONS REASONABLY NECESSARY TO ASSIST SUCH GAMING AUTHORITIES IN THE PROCESSING
OF THE APPLICATIONS SO SUBMITTED.
(B)
EACH OF PURCHASER AND SELLERS SHALL USE ITS REASONABLE BEST
EFFORTS TO RESOLVE SUCH OBJECTIONS, IF ANY, AS MAY BE ASSERTED BY ANY
GOVERNMENTAL BODY WITH RESPECT TO THE