EXHIBIT 10.20
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INDEMNITY AND GUARANTY AGREEMENT
THIS INDEMNITY AND GUARANTY AGREEMENT (this "Agreement"), made as of
December 20, 1999 by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Principal"), having an address at c/o
The Venetian, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, in favor of
(i) The Bank of Nova Scotia, a Canadian chartered bank, as Collateral Agent
under that certain Loan Agreement dated of even date herewith among (A) the
lenders from time to time parties thereto, (B) ▇▇▇▇▇▇▇ Sachs Mortgage Company,
as Syndication Agent, (C) The Bank of Nova Scotia, as Administrative Agent, (D)
The Bank of Nova Scotia, as Collateral Agent, having an address at ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and (E) the
Borrower, as borrower (as amended, supplemented or otherwise modified from time
to time, the "Loan Agreement"; capitalized terms used herein and not defined
herein having the meanings ascribed to them in the Loan Agreement), (ii) The
Bank of Nova Scotia, a Canadian chartered bank, as Administrative Agent under
the Loan Agreement, having an address at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY, a New York
limited partnership, in its capacity as Syndication Agent under the Loan
Agreement, having an address at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, (iv)
the Lenders, (v) the respective successors and assigns of the Agents (as
"Agents" under the Loan Documents) and of the Lenders (as "Lenders" under the
Loan Documents) and (vi) any affiliate of any Agent or Lender that acquires
title to the Trust Property after the exercise of any remedies under or in
connection with the Deed of Trust (or in lieu thereof) (all of the Persons
described in the foregoing clauses (i) through and including (vi), the
"Indemnified Parties"; each such Person, an "Indemnified Party").
W I T N E S S E T H:
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WHEREAS, Grand Canal Shops Mall Subsidiary, LLC., a Delaware limited
liability company (the "Borrower") desires to have the Lenders make to the
Borrower, pursuant to and subject to the terms, covenants, agreements and
conditions of the Loan Agreement, a loan in an aggregate principal amount of
$105,000,000 (the "Loan");
WHEREAS, the Lenders are unwilling to make the Loan to the Borrower as
aforesaid unless, among other things, the Principal executes and delivers this
Agreement;
WHEREAS, (i) the Principal owns all of the issued and outstanding voting
stock of (A) Las Vegas Sands, Inc., a Nevada corporation ("LVSI") and (B)
Interface Group Holding Company, Inc., a Nevada corporation ("Interface Holding
Co."), (ii) LVSI owns a managing member interest in, and Interface Holding Co.
owns all non-managing membership interests in Venetian Casino Resort, LLC, a
Nevada limited liability company ("Venetian"), (iii) Venetian owns all of the
membership interests in Mall Intermediate Holding Company, LLC, a Delaware
limited liability company ("Mall Intermediate Holdings"), (iv) Mall Intermediate
Holdings owns all of the membership interests in Grand Canal Shops Mall Holding
Company, LLC, as Delaware limited liability company ("Mall Holdings"), (v) Mall
Holdings owns all of the membership interests in Grand Canal Shops Mall, LLC
("Mall LLC") and (vi) Mall LLC owns all of the membership interests in Borrower;
WHEREAS, (i) LVSI owns all of the issued and outstanding voting stock of
Grand Canal Shops MM, Inc., a Nevada corporation ("MM Inc."), (ii) MM Inc. owns
all of the issued and outstanding voting stock of Grand Canal Shops Mall MM
Subsidiary Inc., a Nevada corporation ("Managing Member") and (iii) immediately
after the funding of the Loan, (A) Mall Holdings shall assign a one percent (1%)
membership interest in Mall Holdings to MM Inc. (such that MM Inc. is the sole
managing member of Mall Holdings); and (B) Mall LLC shall assign a one percent
(1%) managing membership interest in Borrower to Managing Member (such that
Managing Member is the sole managing member of Borrower);
WHEREAS, Principal will benefit, directly and indirectly, from the making
by the Lenders to the Borrower of the Loan as aforesaid;
NOW, THEREFORE, in consideration of agreement by the Lenders to make the
Loan to the Borrower pursuant to and subject to the terms, covenants, agreements
and conditions of the Loan Agreement, and the covenants, agreements,
representations and warranties set forth in this Agreement, the parties hereby
covenant, agree, represent and warrant as follows:
1. Indemnity and Guaranty.
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(a) Principal hereby assumes liability for, guarantees payment to the
Indemnified Parties of, agrees to pay, protect, defend and save Indemnified
Parties harmless and indemnifies Indemnified Parties from and against, any
and all liabilities, obligations, losses, damages, costs and expenses
(including, without limitation, reasonable attorneys' fees, costs and
disbursements), causes of action, suits, claims, losses (including, without
limitation, any diminution in the value of the security afforded by the
Collateral or any future reduction of the sales price of the Collateral by
reason of any of the following occurrences), demands and judgments of any
nature or description whatsoever (collectively, "Costs"), which may at any
time be imposed upon, incurred by or awarded against Indemnified Parties as
the result of:
(1) any fraud or intentional misrepresentation committed by the Principal
or any Related Person (as defined below); provided that, the Principal
shall not be liable under this clause (1) for consequential or
punitive damages and no Indemnified Party shall be entitled to make a
claim under this clause (1) for breach of the Subsection 4.1(J)
Representation and Warranty; provided further that (x) the breach of
the Subsection 4.1(J) Representation and Warranty shall constitute a
Default and (y) the foregoing proviso shall not relieve or release, or
be deemed to release or relieve, (A) the Principal from personal
liability for an intentional misrepresentation made by the Principal
or any Related Person, (B) any Related Person from personal liability
for an intentional misrepresentation made by such Related Person or
(C) the Borrower from personal liability for a misrepresentation
(whether intentional or not) made by the Principal or any Related
Person, in any case, with respect to any representation or warranty
other than the Subsection 4.1(J) Representation and Warranty
(including, without limitation, any representation or warranty that
relates to the same subject matter as does the breach of the
Subsection 4.1(J) Representation and Warranty in question);
(2) (A) the misappropriation by the Principal or any Related Person of any
funds disbursed from any Bank Account and/or from the Retainage Escrow
Account and/or any Loss Proceeds, or (B) any funds disbursed from any
Bank Account and/or from the Retainage Escrow Account and/or any Loss
Proceeds not being applied for the purpose specified for such funds or
Loss Proceeds in any Loan Document or in the REA due to the actions of
the Principal or any Related Person,; provided that the "Costs"
payable under this clause "(2)" shall be limited to the actual amount
which has been so misappropriated or so not applied, as applicable,
together, in any case, with (x) Costs incurred by any Indemnified
Party in connection with the enforcement of the Principal's
obligations under this Agreement and (y) other Costs (other than
consequential damages) relating to any claim, action or proceeding
made or brought against any Indemnified Part(ies) as the direct and
proximate result of such misappropriation or failure so to apply, as
applicable;
(3) the misappropriation by Principal or any Related Person of any tenant
security deposit or other similar sum paid to or held by Borrower or
any other Person in connection with the Trust Property; provided that
the "Costs" payable under this clause "(3)" shall be limited to the
actual amount which has been so misappropriated, together with (x)
Costs incurred by any Indemnified Party in connection with the
enforcement of the Principal's obligations under this Agreement and
(y) other Costs (other than consequential damages) relating to any
claim, action or proceeding made or brought against any Indemnified
Part(ies) as the direct and proximate result of such misappropriation;
(4) if, due to the actions of the Principal or any Related Party, the
Rents, accruing from and after the occurrence of a monetary Event of
Default, shall not be applied, to pay any portion of the Indebtedness
or to other sums required to be paid pursuant to the Loan Documents or
to other amounts payable in respect of the use, operation and
maintenance of the Collateral in accordance with the terms of the Loan
Documents; provided that the "Costs" payable under this clause "(5)"
shall be limited to the actual amount which has been so not applied,
together with Costs incurred by any Indemnified Party in connection
with the enforcement of the Principal's obligations under this
Agreement; and/or
(5) any condition which constitutes a Default under the Loan Documents
relating to Hazardous Substances, Environmental Claims, Environmental
Liens, Remedial Work and/or Environmental Laws that Principal or any
of the Related Persons shall deliberately cause or direct another
Person to cause on or after the Closing Date;
The acts and omissions described in the foregoing clauses (1) through and
including (5) are collectively referred to as the "Recourse Acts".
(b) This is a guaranty of payment and performance and not of collection.
Subject to the provisions of Section 1(c) below, the liability of Principal
under this Agreement shall be direct and immediate and not conditional or
contingent upon the pursuit of any remedies against Borrower or any other
Person (including, without limitation, other guarantors, if any), nor
against the collateral for the Loan. Subject to the provisions of Section
1(c) below, Principal waives any right to require that an action be brought
against Borrower or any other Person or to require that resort be had to
any collateral for the Notes or to any balance of any deposit account or
credit on the books of any Indemnified Party in favor of Borrower or any
other Person. Subject to the provisions of Section 1(c) below, in the event
of a default under the Loan Documents which is not cured within any
applicable grace or cure period, the Indemnified Parties shall have the
right to enforce their rights, powers and remedies (including, without
limitation, foreclosure of all or any portion of the collateral for the
Notes) thereunder or hereunder, in any order, and all rights, powers and
remedies available to Indemnified Parties in such event shall be
non-exclusive and cumulative of all other rights, powers and remedies
provided thereunder or hereunder or by law or in equity. If the obligations
guaranteed hereby are partially paid or discharged by reason of the
exercise of any of the remedies available to Indemnified Parties, this
Agreement shall nevertheless remain in full force and effect, and Principal
shall remain liable for all remaining obligations guaranteed hereby, even
though any rights which Principal may have against Borrower may be
destroyed or diminished by the exercise of any such remedy.
(c) Notwithstanding anything to the contrary contained herein, to the extent
that any Indemnified Party shall be entitled to make a claim under this
Agreement pursuant to subsection 1(a)(1) hereof, then such Indemnified
Party shall not make such claim until after the Trust Property (or the
relevant portion thereof) shall have been sold or otherwise transferred
pursuant to the exercise of remedies under the Loan Documents (or in lieu
of the exercise of such remedies); provided that (i) the provisions of this
subsection (c) shall not apply to the extent that (A) such Indemnified
Party may lose the ability to prosecute such claim by such a delay and/or
(B) such Indemnified Party shall be unable to realize upon the Trust
Property (or the relevant portion thereof) as a result of the fraud or
misrepresentation in question and (ii) the provisions of this subsection
(c) shall not apply to any claim that relates to Hazardous Substances,
Environmental Laws, Environmental Claims, Remedial Work or Environmental
Liens. Nothing contained in this subsection (c) shall in any way derogate
from the limitation on liability provided for in subsection 1(a).
(d) As used herein, the term "Related Persons" shall mean the collective
reference to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and each
individual that hereafter holds any office or position currently occupied
by any of the foregoing (or any office or position that replaces any such
currently existing office or position, provided that the duties required to
be performed by the holder of such replacement office or position include,
in all material respects, the duties required to be performed by the holder
of such currently existing office or position).
(e) Nothing contained in this Agreement shall in any way prohibit, restrict,
limit or condition, or be construed to prohibit, restrict or limit or
condition, any rights or remedies afforded any Indemnified Party at law or
in equity (other than any limitations on suits for breach of contract
expressly set forth in this Agreement); provided that no party hereto shall
be entitled to recover punitive damages against the Principal in connection
with any tort, contract or other cause of action with respect to any
Recourse Act.
(f) The procedures set forth in clause (iii) of Section 5.1(J) of the Loan
Agreement shall apply to the indemnification obligations of Principal with
respect to the matters described in subsection 1(a)(5) hereof.
2. Reinstatement of Obligations. If at any time all or any part of any payment
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made by Principal or received by any Indemnified Party from Principal under
or with respect to this Agreement is or must be rescinded or returned for
any reason whatsoever (including, but not limited to, the insolvency,
bankruptcy or reorganization of Principal or Borrower), then the
obligations of Principal hereunder shall, to the extent of the payment
rescinded or returned, be deemed to have continued in existence,
notwithstanding such previous payment made by Principal, or receipt of
payment by any Indemnified Party, and the obligations of Principal
hereunder shall continue to be effective or be reinstated, as the case may
be, as to such payment, all as though such previous payment by Principal
had never been made.
3. Waivers by Principal. Subject to the provisions of subsection 1(c) hereof,
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and to the extent permitted by law, Principal hereby waives and agrees not
to assert or take advantage of:
(a) Any right to require any Indemnified Party to proceed against Borrower or
any other Person or to proceed against or exhaust any security held by any
Indemnified Party at any time or to pursue any other remedy in any
Indemnified Party's power or under any other agreement before proceeding
against Principal hereunder;
(b) Any defense that may arise by reason of the incapacity, lack of authority,
death or disability of any other Person or Persons or the failure of any
Indemnified Party to file or enforce a claim against the estate (in
administration, bankruptcy or any other proceeding) of any other Person or
Persons;
(c) Demand, presentment for payment, notice of nonpayment, protest, notice of
protest and, except as provided in the Loan Documents or as required by
applicable law, all other notices of any kind, or the lack of any thereof,
including, without limiting the generality of the foregoing, notice of the
existence, creation or incurring of any new or additional indebtedness or
obligation or of any action or non-action on the part of Borrower, any
Indemnified Party, any endorser or creditor of Borrower or of Principal or
on the part of any other Person whomsoever under this or any other
instrument in connection with any obligation or evidence of indebtedness
held by any Indemnified Party;
(d) Any defense based upon an election of remedies by the Indemnified Parties;
(e) Any right or claim of right to cause a marshaling of the assets of
Principal;
(f) Any duty on the part of any Indemnified Party to disclose to Principal any
facts any Indemnified Party may now or hereafter know about Borrower or the
Trust Property, regardless of whether any Indemnified Party has reason to
believe that any such facts materially increase the risk beyond that which
Principal intends to assume or has reason to believe that such facts are
unknown to Principal or has a reasonable opportunity to communicate such
facts to Principal, it being understood and agreed that Principal is fully
responsible for being and keeping informed of the financial condition of
Borrower, of the condition of the Trust Property and of any and all
circumstances bearing on the risk that liability may be incurred by
Principal hereunder;
(g) Any invalidity, irregularity or unenforceability, in whole or in part, of
any one or more of the Loan Documents;
(h) Any deficiencies in the collateral for the Loan or any deficiency in
the ability of any Indemnified Party to collect or to obtain
performance from any Persons or entities now or hereafter liable for
the payment and performance of any obligation hereby guaranteed;
(i) An assertion or claim that the automatic stay provided by 11 U.S.C.
ss. 362 (arising upon the voluntary or involuntary bankruptcy
proceeding of Borrower) or any other stay provided under any other
debtor relief law (whether statutory, common law, case law or
otherwise) of any jurisdiction whatsoever, now or hereafter in effect,
which may be or become applicable, shall operate or be interpreted to
stay, interdict, condition, reduce or inhibit the ability of any
Indemnified Party to enforce any of its rights, whether now existing
or hereafter acquired, which any Indemnified Party may have against
Principal or the collateral for the Loan;
(j) Any modifications of the Loan Documents or any obligation of Borrower
relating to the Loan by operation of law or by action of any court,
whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or
any other debtor relief law (whether statutory, common law, case law
or otherwise) of any jurisdiction whatsoever, now or hereafter in
effect, or otherwise;
(k) Any action, occurrence, event or matter consented to by Principal
under any provision hereof, or otherwise; and
(l) The provisions of NRS 40.430 to the full extent provided for in NRS
40.495(2).
4. General Provisions.
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(a) Fully Recourse. Notwithstanding any provisions of any other Loan Documents
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to the contrary, all of the terms and provisions of this Agreement are
recourse obligations of Principal and not restricted by any limitation on
personal liability (other than as set forth herein).
(b) Unsecured Obligations. Principal hereby acknowledges that the Lenders would
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not make the Loan but for the unsecured personal liability undertaken by
Principal herein.
(c) Survival. To the fullest extent permitted by law, this Agreement shall be
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deemed to be continuing in nature and shall remain in full force and effect
and shall survive the exercise of any remedy by any Indemnified Party under
the Deed of Trust or any of the other Loan Documents, including, without
limitation, any foreclosure or deed in lieu thereof. If the Obligations (as
defined in the Deed of Trust) shall be paid and performed in accordance
with the terms, agreements, covenants, provisions and conditions of the
Loan Documents (other than any indemnification obligations that shall not
have theretofore arisen and that shall survive the payment of the other
Obligations), then the Principal's obligations under this Agreement (other
than with respect to Costs relating to actions or proceedings made or
brought against any Indemnified Party by any other Person) shall terminate.
(d) Subordination. Principal hereby subordinates any and all indebtedness of
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Borrower now or hereafter owed to Principal to all indebtedness of Borrower
to any Indemnified Party, and agrees with the Indemnified Parties that
Principal shall not demand or accept any payment of principal or interest
from Borrower, shall not claim any offset or other reduction of Principal's
obligations hereunder because of any such indebtedness and shall not take
any action to obtain any of the collateral for the Loan; provided that, so
long as no Event of Default shall then exist, the Borrower shall be
entitled to pay to the Junior Lender, and the Junior Lender shall be
entitled to receive from the Borrower, payments under the Junior Loan Note.
(e) Rights Cumulative; Payments. The obligations of Principal hereunder are
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independent of the obligations of Borrower and the Indemnified Parties'
rights under this Agreement shall be in addition to all rights of the
Indemnified Parties under the Notes, the Deed of Trust and the other Loan
Documents. In the event of any default hereunder, a separate action or
actions may be brought and prosecuted against Principal whether or not
Principal is the alter ego of Borrower and whether or not Borrower is
joined therein or a separate action or actions are brought against
Borrower. The Indemnified Parties' rights hereunder shall not be exhausted
until all of the obligations of Principal hereunder have been fully paid
and performed.
(f) No Limitation on Liability. Principal hereby consents and agrees that the
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Indemnified Parties may at any time and from time to time without further
consent from Principal do any of the following events, and the liability of
Principal under this Agreement shall be unconditional and absolute and
shall in no way be impaired or limited by any of the following events,
whether occurring with or without notice to Principal or with or without
consideration: (i) any extensions of time for performance required by any
of the Loan Documents or otherwise granted by any Indemnified Party or
extension or renewal of any Note; (ii) any sale, assignment or foreclosure
of any Note, the Deed of Trust or any of the other Loan Documents or any
sale or transfer of the Trust Property; (iii) any change in the composition
of Borrower, including, without limitation, the withdrawal or removal of
Principal from any current or future position of ownership, management or
control of Borrower; (iv) the accuracy or inaccuracy of the representations
and warranties made by Principal herein or by Borrower in any of the Loan
Documents; (v) the release of Borrower or of any other Person or entity
from performance or observance of any of the agreements, covenants, terms
or conditions contained in any of the Loan Documents by operation of law,
any Indemnified Party's voluntary act or otherwise; (vi) subject to the
provisions of section 1(c) hereof, the release or substitution in whole or
in part of any security for the Loan; (vii) the failure to record the Deed
of Trust or to file any financing statement (or the improper recording or
filing thereof) or to otherwise perfect, protect, secure or insure any lien
or security interest given as security for the Loan; (viii) the
modification of the terms of any one or more of the Loan Documents; or (ix)
the taking or failure to take any action of any type whatsoever. No such
action which any Indemnified Party shall take or fail to take in connection
with the Loan Documents or any collateral for the Loan, nor any course or
dealing with Borrower or any other Person, shall limit, impair or release
Principal's obligations hereunder, affect this Agreement in any way or
afford Principal any recourse against any Indemnified Party. Nothing
contained in this Section shall be construed to require any Indemnified
Party to take or refrain from taking any action referred to herein.
(g) Enforcement. This Agreement is subject to enforcement at law or in equity,
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including actions for damages or specific performance.
(h) Attorneys' Fees. In the event it is necessary for any Indemnified Party to
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retain the services of an attorney or any other consultants in order to
enforce this Agreement, or any portion thereof, Principal agrees to pay to
such Indemnified Party any and all reasonable costs and expenses,
including, without limitation, reasonable attorneys' fees, costs and
disbursements, incurred by such Indemnified Party as a result thereof and
such costs, fees and expenses shall be included in Costs.
(i) Successive Actions. A separate right of action hereunder shall arise each
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time an Indemnified Party acquires knowledge of any matter indemnified or
guaranteed by Principal under this Agreement. Separate and successive
actions may be brought hereunder to enforce any of the provisions hereof at
any time and from time to time. No action hereunder shall preclude any
subsequent action, and Principal hereby waives and covenants not to assert
any defense in the nature of splitting of causes of action or merger of
judgments.
(j) Reliance. The Lenders would not agree to make the Loan to Borrower without
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Principal entering into this Agreement. Accordingly, Principal
intentionally and unconditionally enters into the covenants and agreements
as set forth above and understands that, in reliance upon and in
consideration of such covenants and agreements, the Loan shall be made and,
as part and parcel thereof, specific monetary and other obligations have
been, are being and shall be entered into which would not be made or
entered into but for such reliance.
(k) Waiver by Principal. Principal covenants and agrees that, upon the
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commencement of a voluntary or involuntary bankruptcy proceeding by or
against Borrower, Principal shall not seek or cause Borrower or any other
Person or entity to seek a supplemental stay or other relief, whether
injunctive or otherwise, pursuant to 11 U.S.C. ss. 105 or any other
provision of the Bankruptcy Reform Act of 1978, as amended, or any other
debtor relief law, (whether statutory, common law, case law or otherwise)
of any jurisdiction whatsoever, now or hereafter in effect, which may be or
become applicable, to stay, interdict, condition, reduce or inhibit the
ability of any Indemnified Party to enforce any rights of any Indemnified
Party against Principal by virtue of this Agreement or otherwise.
(l) Governing Law; Submission to Jurisdiction. (i) This Agreement was
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negotiated in New York, which State the parties agree has a substantial
relationship to the parties and to the underlying transaction embodied
hereby, and in all respects (including, without limitation, matters of
construction, validity and performance), this Agreement and the obligations
arising hereunder shall be governed by, and construed in accordance with,
the laws of the State of New York applicable to contracts made and
performed in such State and any applicable law of the United States of
America.
(ii) Any legal suit, action or proceeding arising out of or relating to this
Agreement may be instituted in any federal or state court in New York, New
York. The Principal hereby (i) irrevocably waives, to the fullest extent
permitted by applicable law, any objection which it may now or hereafter
have to the laying of venue of any such suit, action or proceeding brought
in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum, and (ii) irrevocably
submits to the jurisdiction of any such court in any such suit, action or
proceeding. The Principal does hereby designate and appoint ▇▇▇▇▇▇▇▇-▇▇▇▇
Corporation System, Inc. as its authorized agent to accept and acknowledge
on its behalf service of any and all process which may be served in any
such suit, action or proceeding in any federal or state court in New York,
New York, and agrees that service of process upon said agent with a copy to
the Principal at its principal executive offices (mailed or delivered to
the Principal in the manner provided in this Agreement) shall be deemed in
every respect effective service of process upon the Principal, in any such
suit, action or proceeding in the State of New York. The Principal (i)
shall give prompt notice to the Administrative Agent of any changed address
of its authorized agent hereunder, (ii) may at any time and from time to
time designate a substitute authorized agent with an office in New York,
New York (which office shall be designated as the address for service of
process), and (iii) shall promptly designate such a substitute if its
authorized agent ceases to have an office in New York, New York or is
dissolved without leaving a successor.
(m) Notices. All notices, demands, consents, approvals, requests and other
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communications required or permitted hereunder ("Notices") shall be given
in accordance with the provisions of Section 10.6 of the Loan Agreement,
provided that the Principal's address for Notices is as follows:
c/o The Venetian
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
(o) TRIAL BY JURY. EACH OF PRINCIPAL AND EACH INDEMNIFIED PARTY, TO THE FULLEST
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EXTENT THAT IT MAY LAWFULLY DO SO, WAIVES TRIAL BY JURY IN ANY ACTION OR
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY ANY
PARTY HERETO WITH RESPECT TO THIS AGREEMENT, ANY NOTE OR ANY OTHER LOAN
DOCUMENT. BY THEIR ACCEPTANCE OF THIS AGREEMENT, EACH INDEMNIFIED PARTY
SHALL BE DEEMED TO HAVE AGREED TO SUCH WAIVER.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Principal has executed this Agreement as of the day and
year first above written.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On this ___ day of ____________, before me came ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me
known to be the individual described in, and who executed, the foregoing
instrument, and acknowledged that he executed the same.
/s/
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Notary Public
[Notarial Stamp]
