VALIDITY OR ENFORCEABILITY OF ANY
LIENS OR ENCUMBRANCE IN FAVOR OF THE AGENT BANK OR ANY LENDER ON ANY COLLATERAL,
TO FORECLOSE ANY OR ALL OF THE DEEDS OF TRUST BY JUDICIAL OR NONJUDICIAL SALE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER EXPRESSLY WAIVES ANY
DEFENSES TO THE ENFORCEMENT OF THE LOAN DOCUMENTS OR ANY LIENS OR ENCUMBRANCES
CREATED OR GRANTED UNDER THE LOAN DOCUMENTS OR TO THE RECOVERY BY THE AGENT BANK
OR ANY LENDER AGAINST ANY OTHER BORROWER OR ANY GUARANTOR OR ANY OTHER PERSON
LIABLE THEREFOR OF ANY DEFICIENCY AFTER A JUDICIAL OR NONJUDICIAL FORECLOSURE OR
SALE, EVEN THOUGH SUCH A FORECLOSURE OR SALE MAY IMPAIR THE SUBROGATION RIGHTS
OF A BORROWER AND MAY PRECLUDE A BORROWER FROM OBTAINING REIMBURSEMENT OR
CONTRIBUTION FROM ANY OTHER BORROWER.
H.
NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED
HEREIN OR IN ANY OTHER LOAN DOCUMENT TO WHICH ANY BORROWER IS A PARTY, EACH
BORROWER HEREBY EXPRESSLY AGREES WITH RESPECT TO THE BORROWERS AND THEIR
SUCCESSORS AND ASSIGNS (INCLUDING ANY SURETY) AND ANY OTHER PERSON WHICH IS
DIRECTLY OR INDIRECTLY A CREDITOR OF THE OTHER BORROWERS OR ANY SURETY FOR ANY
OTHER BORROWER, NOT TO EXERCISE, UNTIL CREDIT FACILITY TERMINATION HAS
IRREVOCABLY OCCURRED, ANY RIGHTS AT LAW OR IN EQUITY TO SUBROGATION, TO
REIMBURSEMENT, TO EXONERATION, TO CONTRIBUTION, TO SETOFF OR TO ANY OTHER RIGHTS
THAT COULD ACCRUE TO A SURETY AGAINST A PRINCIPAL, TO A GUARANTOR AGAINST A
MAKER OR OBLIGOR, TO AN ACCOMMODATION PARTY AGAINST THE PARTY ACCOMMODATED, OR
TO A HOLDER OR TRANSFEREE AGAINST A MAKER, AND WHICH SUCH BORROWER MAY HAVE OR
HEREAFTER ACQUIRE AGAINST ANY OF THE BORROWERS OR ANY OTHER SUCH PERSON IN
CONNECTION WITH OR AS A RESULT OF SUCH BORROWER'S EXECUTION, DELIVERY AND/OR
PERFORMANCE OF THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT TO WHICH SUCH
BORROWER IS A PARTY.
SECTION 10.23.
CONFIDENTIALITY.
EACH OF THE BANKS AGREES TO HOLD ANY
NON-PUBLIC INFORMATION THAT IT MAY RECEIVE FROM BORROWERS PURSUANT TO THIS
CREDIT AGREEMENT (OR PURSUANT TO ANY OTHER LOAN DOCUMENT) IN CONFIDENCE AND
CONSISTENT WITH THEIR RESPECTIVE POLICIES FOR HANDLING MATERIAL NON-PUBLIC
INFORMATION, EXCEPT FOR DISCLOSURE: (A) TO THE OTHER BANKS; (B) TO LEGAL COUNSEL
AND ACCOUNTANTS FOR BORROWERS OR ANY OF THE BANKS;
(C) TO THE OTHER
PROFESSIONAL ADVISORS TO BORROWERS OR ANY OF THE BANKS, PROVIDED THAT THE
RECIPIENT HAS ACCEPTED SUCH INFORMATION SUBJECT TO A CONFIDENTIALITY AGREEMENT
SUBSTANTIALLY SIMILAR TO THIS SECTION 10.23; (D) TO REGULATORY
141
OFFICIALS HAVING JURISDICTION OVER THAT BANK; (E) TO ANY GAMING AUTHORITY HAVING
REGULATORY JURISDICTION OVER BORROWERS OR THEIR RESPECTIVE SUBSIDIARIES,
PROVIDED THAT EACH OF THE BANKS AGREES TO ENDEAVOR TO NOTIFY BORROWERS OF ANY
SUCH DISCLOSURE; (F) AS REQUIRED BY LAW OR LEGAL PROCESS OR IN CONNECTION WITH
ANY LEGAL PROCEEDING, PROVIDED THAT SUCH DISCLOSING BANK USES REASONABLE EFFORTS
TO NOTIFY BORROWERS PRIOR TO ANY SUCH DISCLOSURE; AND (G) TO ANOTHER FINANCIAL
INSTITUTION IN CONNECTION WITH A DISPOSITION OR PROPOSED DISPOSITION TO THAT
FINANCIAL INSTITUTION OF ALL OR PART OF