WHICH CONSENT SHALL NOT
BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED (IT BEING UNDERSTOOD THAT ANY
FAILURE BY DLJMB TO APPROVE MATERIAL CHANGES TO THE ECONOMIC TERMS OF THE CASINO
LEASE SHALL NOT BE DEEMED TO BE UNREASONABLE).
MORGANS WILL, AND WILL CAUSE
MERGER SUB TO, PERFORM ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY THEM IN
ACCORDANCE WITH AND PURSUANT TO THE CASINO LEASE, AND WILL USE THEIR
COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE SAME IN FULL FORCE AND EFFECT.
7.10.
CONFIDENTIALITY.
UNLESS OTHERWISE AGREED TO IN WRITING BY THE OTHER
PARTY, EACH OF DLJMB AND MORGANS, ON BEHALF OF ITSELF AND ITS REPRESENTATIVES,
AGREES (I) EXCEPT AS REQUIRED BY LAW, RULE OR REGULATION (INCLUDING THE
REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION), TO KEEP CONFIDENTIAL AND
NOT TO DISCLOSE OR REVEAL ANY CONFIDENTIAL INFORMATION (AS DEFINED BELOW) TO ANY
PERSON (OTHER THAN SUCH PARTY'S REPRESENTATIVES), AND (II) NOT TO USE
CONFIDENTIAL INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH ITS
PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY, AND ITS INVESTMENT IN HOLDINGS.
IN THE EVENT
THAT EITHER DLJMB OR MORGANS OR THEIR RESPECTIVE REPRESENTATIVES ARE REQUESTED
PURSUANT TO, OR REQUIRED BY, LAW OR LEGAL PROCESS TO DISCLOSE ANY CONFIDENTIAL
INFORMATION, EACH OF THEM AGREES THAT IT WILL PROVIDE THE OTHER WITH PROMPT
NOTICE OF SUCH REQUEST OR REQUIREMENT IN ORDER TO ENABLE THE OTHER TO SEEK AN
APPROPRIATE PROTECTIVE ORDER OR OTHER REMEDY (AND IF THE OTHER PARTY SEEKS SUCH
AN ORDER, SUCH PERSON WILL PROVIDE SUCH COOPERATION AS THE OTHER PARTY
SHALL
REASONABLY REQUEST) OR TO CONSULT WITH SUCH OTHER PARTY WITH RESPECT TO TAKING
STEPS TO RESIST OR NARROW THE SCOPE OF SUCH REQUEST OR LEGAL PROCESS.
21
"Confidential Information" means all information about Morgans and its
Affiliates (the "Morgans Parties"), DLJMB and its Affiliates (the "DLJMB
Parties") or the transactions contemplated hereby, which is furnished by or on
behalf of the Morgans Parties or the DLJMB Parties, as applicable,
to the other
party or its Representatives, whether furnished before or after the date hereof,
whether oral or written, and regardless of the manner or form in which it is
furnished, including, without limitation, all notes, analyses, compilations,
studies, forecasts, interpretations or other documents prepared by any DLJMB
Party or Morgans Party which contain, reflect or are based upon, in whole or in
part, the information furnished to any such Person by the other party or its
Representatives.
Confidential Information does not include, however,
information which (i) is or becomes generally available to the public other than
as a result of a disclosure by any such Person in violation of this Agreement or
other obligation of confidentiality, (ii) was available to any such Person on a
non-confidential basis prior to its disclosure by
such other party, or (iii)
becomes available to any such party on a non-confidential basis from a Person
who is not prohibited from disclosing such information by a legal or contractual
obligation
7.11.
APPROVED DEVELOPMENT BUDGET.
MORGANS