Common use of Standard of Reasonableness Clause in Contracts

Standard of Reasonableness. Unless specifically provided otherwise, all actions and decisions of the parties, all provisions of this Agreement, the Lakes Notes and any other Transaction Document shall be governed by a standard of commercial reasonableness. [Signature Page Follows] The parties have executed this Development Services and Financing Arrangement Agreement as of the date stated in the introductory clause. Jamul Indian Village a federally recognized Indian tribe By /s/ ▇▇▇ ▇▇▇▇▇▇ Its: Chair By /s/ ▇▇▇▇▇ Lotta Its: Secretary Jamul Gaming Authority a governmental subdivision of the Jamul Indian Village By /s/ ▇▇▇ ▇▇▇▇▇▇ Its: Chair By /s/ ▇▇▇▇▇ Lotta Its: Secretary Lakes Jamul Development, LLC a Minnesota limited liability company By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Its: President [Signature Page to Jamul Development Services and Financing Arrangement Agreement Dated xxxxx, 2011 xx/xx/2011 execution version] EXHIBIT I THIS IS NOT A MANAGEMENT AGREEMENT Notwithstanding any provision in the Agreement, Lakes shall not engage in any of the following: planning, organizing, directing, coordinating, or controlling all or any portion of the Authority’s casino or Gaming operations (collectively, “Management Activities”), including, but not limited to: 1. The training, supervision, direction, hiring, firing, retention, compensation (including benefits) of any employee (whether or not a management employee) or contractor; 2. Any employment policies or practices; 3. The hours or days of operation; 4. Any accounting systems or procedures; 5. Any advertising, promotions or other marketing activities; 6. The purchase, lease, or substitution of any Gaming device or related equipment or software, including player tracking equipment; 7. The vendor, type, theme, percentage of pay-out, display or placement of any Gaming device or equipment; or 8. Budgeting, allocating, or conditioning payments of the Borrower’s operating expenses; Provided, however, that Lakes will not be in violation of the foregoing restriction solely because Lakes: A. enforces compliance with any term in the Agreement that does not require the Gaming operation to be subject to any third-party decision-making as to any Management Activities; or B. requires that all or any portion of the Collateral be applied to satisfy valid terms of the Agreement. Table of Contents Page

Standard of Reasonableness. Unless specifically provided otherwise, all actions and decisions of the parties, all provisions of this Agreement, the Lakes Notes and any other Transaction Document shall be governed by a standard of commercial reasonableness. [Signature Page Follows] The parties have executed this Development Services and Financing Arrangement Agreement as of the date stated in the introductory clause. Jamul Indian Village a federally recognized Indian tribe By /s/ ▇▇▇ ▇▇▇▇▇▇ Its: Chair By /s/ ▇▇▇▇▇ Lotta Its: Secretary Jamul Gaming Authority a governmental subdivision of the Jamul Indian Village By /s/ ▇▇▇ ▇▇▇▇▇▇ Its: Chair By /s/ ▇▇▇▇▇ Lotta Its: Secretary Lakes Jamul Development, LLC a Minnesota limited liability company By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Its: President [Signature Page to Jamul Development Services and Financing Arrangement Agreement Dated xxxxx, 2011 xx/xx/2011 execution version] EXHIBIT I THIS IS NOT A MANAGEMENT AGREEMENT Notwithstanding any provision in the Agreement, Lakes shall not engage in any of the following: planning, organizing, directing, coordinating, or controlling all or any portion of the Authority’s casino or Gaming operations (collectively, “Management Activities”), including, but not limited to: 1. The training, supervision, direction, hiring, firing, retention, compensation (including benefits) of any employee (whether or not a management employee) or contractor; 2. Any employment policies or practices; 3. The hours or days of operation; 4. Any accounting systems or procedures; 5. Any advertising, promotions or other marketing activities; 6. The purchase, lease, or substitution of any Gaming device or related equipment or software, including player tracking equipment; 7. The vendor, type, theme, percentage of pay-out, display or placement of any Gaming device or equipment; or 8. Budgeting, allocating, or conditioning payments of the Borrower’s operating expenses; Provided, however, that Lakes will not be in violation of the foregoing restriction solely because Lakes: A. enforces compliance with any term in the Agreement that does not require the Gaming operation to be subject to any third-party decision-making as to any Management Activities; or B. requires that all or any portion of the Collateral be applied to satisfy valid terms of the Agreement. Table of Contents Page.