APPLICABLE LAW OR
REGULATION.
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(K)
THE SECTION HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY, AND THEY FORM NO PART OF THIS AGREEMENT AND SHALL NOT AFFECT ITS
INTERPRETATION.
8.
WAIVER OF SOVEREIGN IMMUNITY.
(A)
THE PARENT GRANTS A WAIVER OF ITS SOVEREIGN IMMUNITY FROM SUIT
EXCLUSIVELY TO EXECUTIVE (AND HIS ESTATE IN THE EVENT OF HIS DEATH) FOR THE
PURPOSE OF ENFORCING THIS AGREEMENT, OR PERMITTING OR COMPELLING ARBITRATION AND
OTHER REMEDIES AS PROVIDED HEREIN.
THIS WAIVER IS SOLELY FOR THE BENEFIT OF THE
AFORESAID PARTIES AND FOR NO OTHER PERSON OR ENTITY.
FOR THIS LIMITED PURPOSE,
THE PARENT CONSENTS TO BE SUED SOLELY WITH RESPECT TO THE ENFORCEMENT OF ANY
DECISION BY AN ARBITRATOR RELATING TO THIS AGREEMENT AS PROVIDED IN PARAGRAPH
7(E) OF THIS AGREEMENT IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN
DISTRICT OF NEW YORK.
(B)
THE PARENT HEREBY WAIVES ANY REQUIREMENT OF EXHAUSTION OF TRIBAL
REMEDIES, AND AGREES THAT IT WILL NOT PRESENT ANY AFFIRMATIVE DEFENSE IN ANY
DISPUTE BASED ON ANY ALLEGED FAILURE TO EXHAUST SUCH REMEDIES.
WITHOUT IN ANY
WAY LIMITING THE GENERALITY OF THE FOREGOING, THE PARENT EXPRESSLY AUTHORIZES
ANY GOVERNMENTAL AUTHORITIES WHO HAVE THE RIGHT AND DUTY UNDER APPLICABLE LAW TO
TAKE ANY ACTION AUTHORIZED OR ORDERED BY ANY COURT, TO TAKE SUCH ACTION,
INCLUDING, WITHOUT LIMITATION, REPOSSESSING ANY PROPERTY AND EQUIPMENT SUBJECT
TO A SECURITY INTEREST OR OTHERWISE GIVING EFFECT TO ANY JUDGMENT ENTERED;
PROVIDED, HOWEVER, THAT THE PARENT DOES NOT HEREBY WAIVE THE DEFENSE OF
SOVEREIGN IMMUNITY WITH RESPECT TO ANY ACTION BY THIRD PARTIES
(C)
THE PARENT'S WAIVER OF IMMUNITY FROM SUIT IS IRREVOCABLE AND
SPECIFICALLY LIMITED TO THE REMEDIES PROVIDED IN PARAGRAPH 5 OF THIS AGREEMENT
REGARDING LIQUIDATED DAMAGES.
ANY MONETARY AWARD RELATED TO ANY SUCH ACTION
SHALL BE SATISFIED SOLELY FROM THE NET INCOME OF THE PARENT.
(D)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS
WAIVER IS TO BE INTERPRETED IN A MANNER CONSISTENT WITH THE PARENT'S ABILITY TO
ENTER INTO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THIS PARAGRAPH 8, AS
PROVIDED IN THE CHARTER OF THE PARENT, AS IT MAY BE AMENDED FROM TIME TO TIME.
ACCORDINGLY, THE NATION SHALL NOT BE LIABLE FOR THE DEBTS OR OBLIGATIONS OF THE
PARENT, AND THE PARENT SHALL HAVE NO POWER TO PLEDGE OR ENCUMBER THE ASSETS OF
THE NATION.
FURTHERMORE, THIS PARAGRAPH 8 DOES NOT CONSTITUTE A WAIVER OF ANY
IMMUNITY OF THE NATION OR A DELEGATION TO THE PARENT OF THE POWER TO MAKE ANY
SUCH WAIVER. THIS PARAGRAPH 8 SHALL BE STRICTLY CONSTRUED WITH A VIEW TOWARD
PROTECTING THE NATION'S ASSETS FROM THE REACH OF CREDITORS AND OTHERS.
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EXECUTED, as of the date first written above.
SENECA GAMING CORPORATION
By
/s/ Barry E. Snyder
Name:
Barry E. Snyder, Sr.
Title:
Chairman of the Board of Directors
EXECUTIVE
By
/s/ John Pasqualoni
John Pasqualoni
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