LAW, REQUIREMENT OF LAW OR CONTRACTUAL
OBLIGATION, EITHER INDIVIDUALLY OR IN THE AGGREGATE, MAY REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(D)
THE GAMING BUSINESS OF EACH GUARANTOR IS
CONDUCTED EXCLUSIVELY BY SUCH GUARANTOR (AND NO OTHER PERSON).
(E)
NEITHER THIS AGREEMENT NOR ANY OF THE OTHER
LOAN DOCUMENTS, TAKEN INDIVIDUALLY OR AS A WHOLE, CONSTITUTE "MANAGEMENT
CONTRACTS" OR "MANAGEMENT AGREEMENTS" WITHIN THE MEANING OF SECTION 12 OF IGRA,
OR DEPRIVE THE NATION OF THE SOLE PROPRIETARY INTEREST AND RESPONSIBILITY FOR
THE CONDUCT OF GAMING ACTIVITY AT THE FACILITIES AND THE PARTIES HERETO
ACKNOWLEDGE THAT THE NATION RETAINS SOLE REGULATORY RESPONSIBILITIES OVER ITS
GAMING ACTIVITIES PURSUANT TO THE GAMING ORDINANCE.
SECTION 3.2 AUTHORITY; COMPLIANCE WITH OTHER AGREEMENTS AND INSTRUMENTS AND
GOVERNMENT REGULATIONS. THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER
AND EACH GUARANTOR OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND THE
BORROWINGS AND ISSUANCE OF LETTERS OF CREDIT FROM TIME TO TIME HEREUNDER HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION AND DO NOT AND WILL NOT (I) REQUIRE
ANY AUTHORIZATION, CONSENT OR APPROVAL BY, OR REGISTRATION, DECLARATION OR
FILING WITH, OR NOTICE TO, THE NATION OR ANY GOVERNMENTAL DEPARTMENT,
COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, OR
ANY THIRD PARTY, EXCEPT SUCH AUTHORIZATION, CONSENT, APPROVAL, REGISTRATION,
DECLARATION, FILING OR NOTICE AS HAS BEEN OBTAINED, ACCOMPLISHED OR GIVEN PRIOR
TO THE DATE HEREOF; (II) VIOLATE ANY
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PROVISION OF ANY LAW, RULE OR REGULATION OR OF ANY ORDER, WRIT, INJUNCTION OR
DECREE PRESENTLY IN EFFECT HAVING APPLICABILITY TO THE BORROWER OR ANY GUARANTOR
OR OF THE BORROWER'S OR ANY GUARANTOR'S CONSTITUENT DOCUMENTS; (III) RESULT IN A
BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY MATERIAL CONTRACTUAL OBLIGATION TO
WHICH THE BORROWER OR ANY GUARANTOR IS A PARTY OR BY WHICH IT OR ITS PROPERTIES
MAY BE BOUND OR SUBJECT; OR (IV) RESULT IN, OR REQUIRE, THE CREATION OR
IMPOSITION OF ANY LIEN (OTHER THAN THE SECURITY INTEREST) UPON OR WITH RESPECT
TO ANY OF THE PROPERTIES NOW OWNED OR HEREAFTER ACQUIRED BY THE BORROWER OR ANY
GUARANTOR.
SECTION 3.3 GAMING LAWS AND PERMITS. THE BORROWER, EACH GUARANTOR AND THE GAMING
BUSINESS ARE IN MATERIAL COMPLIANCE WITH ALL APPLICABLE GAMING LAWS. MORE
PARTICULARLY:
(A)
CLASS III GAMING MAY BE CONDUCTED ON THE
GAMING BUSINESS REAL PROPERTY. ALL SITES ON WHICH THE BORROWER CONDUCTS
CLASS III GAMING ARE LOCATED ON INDIAN LANDS OF THE BORROWER.
(B)
EFFECTIVENESS OF COMPACT AND GAMING
ORDINANCE. THE COMPACT AND THE GAMING ORDINANCE COMPLY IN ALL MATERIAL RESPECTS
WITH IGRA, AND EACH IS IN EFFECT UNDER IGRA.
THE COMPACT HAS BEEN DEEMED
APPROVED BY OR ON BEHALF OF THE SECRETARY OF THE INTERIOR, PROPER NOTICE RELATED
TO APPROVAL OF THE COMPACT HAS BEEN DULY PUBLISHED IN THE FEDERAL REGISTER, AND
THE COMPACT IS A VALID AND BINDING AGREEMENT OF THE NATION, ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
(C)
COMPLIANCE. THE GAMING BUSINESS IS IN
COMPLIANCE WITH THE REQUIREMENTS OF IGRA IN ALL MATERIAL RESPECTS. NO EQUIPMENT
USED IN