WITH SECTION 10.2.
THE BORROWER AGREES THAT
IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR ORAL OR
WRITTEN STATEMENTS BY ANY REPRESENTATIVE OF THE LENDER THAT DOES NOT COMPLY WITH
SECTION 10.2 TO EFFECT AN AMENDMENT, MODIFICATION,
68
WAIVER OR SUPPLEMENT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
SECTION 10.20 LIMITATIONS. NOTWITHSTANDING ANY OTHER POSSIBLE CONSTRUCTION OF
ANY PROVISION HEREIN, THE LENDER ACKNOWLEDGES AND AGREES THAT THE LOAN DOCUMENTS
DO NOT CREATE (A) ANY RIGHTS ON THE PART OF THE LENDER OR ANY INDEMNITEE TO
MANAGE THE GAMING BUSINESS, OR (B) ANY RIGHTS ON THE PART OF THE LENDER OR ANY
INDEMNITEE TO INTERFERE WITH THE BORROWER'S RIGHT TO DETERMINE STANDARDS OF
OPERATION AND EFFICIENT MANAGEMENT OF THE GAMING BUSINESS (INCLUDING, BUT NOT
LIMITED TO, OPERATING BUDGETING MATTERS (TO THE EXTENT CONSISTENT WITH THE TERMS
OF THIS AGREEMENT)).
THE LIENS OF THE LENDER ARE LIMITED TO THE COLLATERAL
SPECIFICALLY REFERRED TO IN THE SECURITY DOCUMENTS DESCRIBED HEREIN.
SECTION 10.21 25 U.S.C. § 81. NOTHING HEREIN IS INTENDED, NOR SHALL IT BE
DEEMED, TO CREATE OR CONVEY ANY INTEREST WHATSOEVER IN THE INDIAN LANDS OF THE
NATION OR ITS AFFILIATES.
THIS AGREEMENT ACCORDINGLY SHALL NOT BE CONSTRUED TO
BE SUBJECT TO THE REQUIREMENTS OF 25 U.S.C. § 81.
SECTION 10.22 USURY LAWS; GOVERNMENTAL APPROVALS.
(a)
The Borrower agrees (i) that the only usury laws that shall apply
to any of the transactions between the Borrower and the Lender contemplated by
the Loan Documents shall be the laws of the State, and (ii) that it will not
assert that its obligations to the Lender under the Loan Documents violate any
law of the Nation.
(b)
The Borrower agrees not to assert in any suit, action or
proceeding that any of the Loan Documents is void, voidable, or otherwise
invalid for failure to receive the approval of the Chairman of the NIGC or the
Secretary of the United States Department of the Interior.
SECTION 10.23 LIMITATION ON DAMAGES. THE PARTIES HERETO AGREE THAT IN THE EVENT
OF ANY LEGAL OR ARBITRAL ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING
TO THE LOAN DOCUMENTS, THE REVOLVING COMMITMENT, THE COLLATERAL, THE USE OR
CONTEMPLATED USE OF PROCEEDS OF ANY ADVANCE, THE RELATIONSHIP OF THE BORROWER
AND THE LENDER UNDER THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED BY THE
LOAN DOCUMENTS, THE PREVAILING PARTY OR PARTIES SHALL NOT BE ENTITLED TO AN
AWARD OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; PROVIDED, HOWEVER, THAT
IN NO EVENT SHALL REASONABLE ATTORNEYS' FEES AND EXPENSES BE CONSIDERED
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR PURPOSES OF THIS SECTION.
SECTION 10.24
RECOURSE LIMITED.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT TO THE CONTRARY, (A) WITH RESPECT TO THE OBLIGATIONS,
LENDER SHALL HAVE NO RECOURSE TO ANY REAL PROPERTY OF THE BORROWER, AND (B) WITH
RESPECT TO
69
EACH GUARANTOR'S GUARANTOR OBLIGATIONS, LENDER SHALL HAVE NO RECOURSE TO ANY
REAL PROPERTY OF SUCH GUARANTOR.
[Signature Page Follows]
70
IN WITNESS