WITHOUT THE PRIOR WRITTEN
CONSENT OF DLJMB OR MORGANS, AS APPLICABLE, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, DELAYED OR CONDITIONED (IT BEING UNDERSTOOD THAT ANY
FAILURE BY DLJMB OR MORGANS TO APPROVE MATERIAL CHANGES TO THE ECONOMIC TERMS OF
THE DEBT FINANCING SHALL NOT BE DEEMED TO BE UNREASONABLE).
MORGANS AND DLJMB
SHALL PROMPTLY PROVIDE THE OTHER WITH COPIES OF ALL DRAFT AND FINAL AGREEMENTS,
DOCUMENTS AND INSTRUMENTS RELATED TO THE DEBT FINANCING.
19
7.5.
GAMING APPROVALS.
EACH OF DLJMB AND MORGANS SHALL USE ITS
REASONABLE BEST EFFORTS TO CAUSE THE PERSONS LISTED UNDER ITS NAME ON SCHEDULE
7.5 (OR, ALTERNATIVELY, SUCH OF THOSE PERSONS WHO, BASED ON THE ADVICE OF BOTH
SNELL & WILMER, L.L.P. AND SCHRECK BRIGNONE, ARE REQUIRED TO SO FILE GAMING
APPLICATIONS IN CONNECTION WITH OBTAINING THE GAMING APPROVALS) TO PROMPTLY AS
PRACTICABLE, BUT IN NO EVENT LATER THAN DECEMBER 12, 2006 (OR, WITH RESPECT TO
SUCH INDIVIDUALS NOT REQUIRED IN THE OPINION OF BOTH SUCH FIRMS TO FILE GAMING
APPLICATIONS BY DECEMBER 12, 2006, SUCH OTHER DATE AS BOTH FIRMS SHALL ADVISE
WOULD BE SUFFICIENT TO OBTAIN THE GAMING APPROVALS ON OR PRIOR TO JANUARY 27,
2007), FILE OR CAUSE TO BE FILED GAMING APPLICATIONS IN CONNECTION WITH
OBTAINING THE GAMING APPROVALS, AND THEREAFTER TO PROMPTLY RESPOND TO REQUESTS
FOR ADDITIONAL INFORMATION OR DOCUMENTS AS REASONABLY REQUESTED BY THE GAMING
AUTHORITIES AND CAUSE COUNSEL TO SUCH PARTY TO SCHEDULE AND ATTEND ANY HEARINGS
OR MEETINGS WITH GAMING AUTHORITIES AS REASONABLY NECESSARY.
EACH PARTY SHALL
(A) NOTIFY THE OTHER PARTY OF THE RECEIPT OF ANY COMMENTS OR REQUESTS FROM THE
GAMING AUTHORITIES WITH RESPECT TO SUCH APPLICATIONS, (B) UPON THE REASONABLE
REQUEST BY THE OTHER PARTY, SUPPLY IT WITH COPIES OF ALL SUCH CORRESPONDENCE,
AND (C) OTHERWISE KEEP THE OTHER PARTY REASONABLY INFORMED OF THE STATUS OF SUCH
APPLICATIONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, NOTHING HEREIN SHALL
REQUIRE DLJMB TO SUBMIT, OR CAUSE THE SUBMISSION OF, GAMING APPLICATIONS FOR
PERSONS OTHER THAN THE INVESTMENT COMMITTEE OF DLJ MERCHANT BANKING PARTNERS IV,
L.P.
7.6.
EXCLUSIVITY.
THE MORGANS PARTIES WILL NOT, WILL CAUSE HOLDINGS NOT
TO AND EACH OF THE MORGANS PARTIES WILL CAUSE THEIR RESPECTIVE OFFICERS,
DIRECTORS, AFFILIATES, REPRESENTATIVES AND AGENTS NOT TO, DIRECTLY OR
INDIRECTLY, SOLICIT, INITIATE OR KNOWINGLY ENCOURAGE ANY INQUIRIES OR PROPOSALS
FROM, DISCUSS OR NEGOTIATE WITH, PROVIDE ANY INFORMATION TO, OR ENTER INTO ANY
CONTRACT OR AGREEMENT WITH, ANY PERSON (OTHER THAN DLJMB AND ITS
REPRESENTATIVES) RELATING TO (I) ANY MERGER, CONSOLIDATION, REORGANIZATION,
BUSINESS COMBINATION, ASSET SALE, STOCK SALE, EQUITY INVESTMENT OR SIMILAR
TRANSACTION INVOLVING THE ACQUIRED ASSETS OR HOLDINGS, OR (II) ANY EQUITY
INVESTMENT, PARTNERSHIP, JOINT VENTURE OR OTHER TRANSACTIONS IN CONNECTION WITH
THE ACQUIRED ASSETS THAT IS SIMILAR IN STRUCTURE OR PURPOSE TO THOSE
CONTEMPLATED BY THIS AGREEMENT (EXCEPT AS DISCLOSED TO AND APPROVED BY DLJMB IN
WRITING).
NOTWITHSTANDING THE PRECEDING SENTENCE, THE PARTIES ACKNOWLEDGE THAT
THE MORGANS PARTIES HAVE HAD AND MAY HAVE DISCUSSIONS WITH INTERESTED PARTIES
WITH RESPECT TO POTENTIAL TRANSACTIONS (TO BE CONSUMMATED AFTER CLOSING)
REGARDING