AND CONSTRUCTION OF THE
PARTIES, AT ARM'S LENGTH, WITH THE ADVICE AND PARTICIPATION OF COUNSEL, AND WILL
BE INTERPRETED IN ACCORDANCE WITH ITS TERMS WITHOUT FAVOR TO ANY PARTY.
THE
PARTIES HERETO AND THEIR RESPECTIVE COUNSEL HAVE REVIEWED THIS ASSIGNMENT, AND
THE NORMAL RULE OF CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES IN THIS
ASSIGNMENT ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY ARE INAPPLICABLE TO
THIS ASSIGNMENT.
17.
COMPLIANCE WITH REGULATORY AGENCIES.
EACH PARTY SPECIFICALLY
ACKNOWLEDGES THAT THE OTHER PARTY MAY BE SUBJECT TO THE GAMING AND LICENSING
REQUIREMENTS OF VARIOUS JURISDICTIONS AND MAY BE OBLIGED TO TAKE REASONABLE
EFFORTS TO DETERMINE THE SUITABILITY OF ITS BUSINESS ASSOCIATES.
EACH PARTY
AGREES TO COOPERATE FULLY WITH THE OTHER PARTY IN PROVIDING THE OTHER PARTY WITH
ANY INFORMATION THAT THE REQUESTING PARTY DEEMS NECESSARY OR APPROPRIATE IN
ASSURING ITSELF THAT THE OTHER PARTY POSSESSES THE GOOD CHARACTER, HONESTY,
INTEGRITY AND REPUTATION APPLICABLE TO THOSE ENGAGED IN THE GAMING INDUSTRY, AND
EACH PARTY SPECIFICALLY WARRANTS AND REPRESENTS TO THE OTHER THAT THERE IS
NOTHING IN ITS BACKGROUND, HISTORY, OR REPUTATION THAT WOULD BE DEEMED
UNSUITABLE UNDER THE STANDARDS APPLICABLE TO THE GAMING INDUSTRY. INFORMATION
PROVIDED
BY EITHER PARTY PURSUANT TO THIS ASSIGNMENT SHALL BE KEPT CONFIDENTIAL BY THE
OTHER PARTY TO THE EXTENT REASONABLY POSSIBLE AND NOT USED FOR ANY PURPOSE OTHER
THAN COMPLIANCE MATTERS.
IF, DURING THE TERM OF THIS ASSIGNMENT, EITHER PARTY
IS NOTIFIED BY ANY OF THE NEVADA GAMING AUTHORITIES THAT THE CONDUCT OF BUSINESS
WITH THE OTHER PARTY (OR ANY OF ITS SUBSIDIARIES OR AFFILIATES) WILL JEOPARDIZE
THE FIRST PARTY'S (OR ANY OF ITS SUBSIDIARIES' OR AFFILIATES') LICENSE OR
ABILITY TO BE LICENSED, OR IF EITHER PARTY REASONABLY CONCLUDES THAT THE OTHER
PARTY FAILS TO MEET THE CRITERIA SET FORTH ABOVE, THIS ASSIGNMENT SHALL
TERMINATE UPON WRITTEN NOTICE (SUCH NOTICE SHALL PROVIDE A DETAILED EXPLANATION
AS TO WHY THE OTHER PARTY FAILS TO MEET THE CRITERIA SET FORTH ABOVE) BY THE
COMPLAINING PARTY UNLESS THE OTHER PARTY IS ABLE, WITHIN SIXTY (60) DAYS OF SUCH
NOTICE, TO CURE ANY SUCH CONDITION TO THE SATISFACTION OF THE APPLICABLE NEVADA
GAMING AUTHORITY.
18.
FORCE MAJEURE. NEITHER PARTY SHALL BE LIABLE FOR FAILURE TO
PERFORM OR DELAY IN PERFORMING ANY OBLIGATION UNDER THIS ASSIGNMENT IF THE
FAILURE OR DELAY IS CAUSED BY ANY CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL,
INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, WAR, CIVIL COMMOTION OR INDUSTRIAL
DISPUTE ("FORCE MAJEURE"). IF SUCH DELAY OR FAILURE CONTINUES FOR AT LEAST
THIRTY (30) DAYS, THE PARTY NOT SUBJECT TO THE FORCE MAJEURE SHALL BE ENTITLED
TO TERMINATE THIS ASSIGNMENT BY NOTICE IN WRITING TO THE OTHER.
19.
COUNTERPARTS.
THIS ASSIGNMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AN ORIGINAL, BUT ALL OF WHICH
COUNTERPARTS SHALL BE DEEMED TO BE ONE AND THE SAME DOCUMENT.
PARTIES MAY
EXECUTE THIS ASSIGNMENT BY SIGNATURES OBTAINED THROUGH FACSIMILE, AND THOSE
SIGNATURES MAY BE RELIED UPON BY THE OTHER PARTY AS VALID AS IF THEY WERE