OR
CORRECTION OF THE MATERIAL BREACH SHALL CONSTITUTE A CURE THEREOF.
IN THE EVENT
OF ANY TERMINATION FOR CAUSE, REGARDLESS OF FAULT, THE PARTIES SHALL RETAIN ALL
MONIES PREVIOUSLY PAID TO THEM PURSUANT TO ARTICLE 6 (COMPENSATION AND
REIMBURSEMENT) OF THIS AGREEMENT; AND THE TRIBE SHALL RETAIN TITLE TO ALL GAMING
OPERATION FACILITIES, FIXTURES, IMPROVEMENTS, SUPPLIES, EQUIPMENT, FUNDS AND
ACCOUNTS (COLLECTIVELY, THE "GAMING OPERATION ASSETS"), SUBJECT TO THE RIGHTS OF
MANAGER OR ANY THIRD PARTY LENDER UNDER: ANY LOAN AGREEMENTS RELATING TO THE
ACQUISITION OR FINANCING OF ALL OR ANY PORTION OF THE GAMING OPERATION ASSETS,
INCLUDING BUT NOT LIMITED TO THE ADJUSTABLE RATE PROMISSORY NOTE, SECURITY
AGREEMENT AND LOAN AGREEMENT BETWEEN THE TRIBE AND MANAGER.
NOTWITHSTANDING THE
FOREGOING, TO THE EXTENT MANAGER HAS, AT THE TIME OF THE TERMINATION, NET
REVENUES DUE UNDER ARTICLE 6 OF THIS AGREEMENT, SUCH NET REVENUES SHALL BE PAID
TO MANAGER PROMPTLY UPON TERMINATION.
IN ADDITION, MANAGER SHALL CONTINUE TO
HAVE THE RIGHT TO REPAYMENT OF UNPAID PRINCIPAL AND INTEREST UNDER THE NOTE IN
ACCORDANCE WITH THE TERMS THEREOF.
10.2
TRIBAL BREACH.
IN THE EVENT OF TERMINATION WHERE THE TRIBE HAS
BREACHED THIS AGREEMENT, MANAGER SHALL NOT BE REQUIRED TO PERFORM ANY FURTHER
SERVICES UNDER THIS AGREEMENT
31
AND THE BUSINESS COMMITTEE AND THE TRIBE SHALL INDEMNIFY AND HOLD MANAGER
HARMLESS AGAINST ALL LIABILITIES OF ANY NATURE WHATSOEVER RELATING TO THE GAMING
OPERATION OR CREATED BY THE TERMINATION OF THIS AGREEMENT.
ANY NET REVENUES ON
HAND- AT THE TIME OF TERMINATION WILL BE DISTRIBUTED IN ACCORDANCE WITH ARTICLE
6 OF THIS AGREEMENT.
MANAGER AND THE TRIBE ACKNOWLEDGE AND AGREE THAT
TERMINATION OF THIS AGREEMENT MAY NOT BE A SUFFICIENT OR APPROPRIATE REMEDY FOR
BREACH, AND FURTHER AGREE THAT PURSUANT TO THE OTHER PROVISIONS OF THIS
AGREEMENT, INCLUDING BUT NOT NECESSARILY LIMITED TO, SECTIONS 18 AND 19, MANAGER
SHALL HAVE THE RIGHT TO PURSUE SUCH REMEDIES- (IN ADDITION TO TERMINATION AT LAW
OR EQUITY) AS IT DETERMINES ARE BEST ABLE TO COMPENSATE IT FOR SUCH BREACH.
MANAGER SHALL SPECIFICALLY BE ENTITLED TO RECOVER ITS SHARE OF NET REVENUES FOR
THE PERIOD COMMENCING ON THE DATE OF ANY BREACH BY THE TRIBE AND CONTINUING
THROUGH THE REMAINING TERM OF THIS AGREEMENT.
IN ADDITION, THE TRIBE
SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THERE WILL BE IRREPARABLE HARM AND
THAT FULL DAMAGES WILL BE DIFFICULT TO DETERMINE IF THE TRIBE COMMITS ANY
BREACH.
THE TRIBE FURTHER ACKNOWLEDGES AND AGREES THAT AN INJUNCTION AND/OR
OTHER EQUITABLE RELIEF IS AN APPROPRIATE REMEDY FOR A TRIBAL BREACH OF THIS
AGREEMENT.
AN EJECTION TO PURSUE DAMAGES OR TO PURSUE SPECIFIC PERFORMANCE OF
THIS AGREEMENT OR OTHER EQUITABLE REMEDIES WHILE THIS AGREEMENT REMAINS IN
EFFECT SHALL NOT PRECLUDE THE INJURED PARTY FROM PROVIDING NOTICE OF TERMINATION
PURSUANT TO THE PROVISIONS OF THIS SECTION 10.
REGARDLESS OF THE REMEDY
SELECTED, MANAGER SHALL RETAIN THE RIGHT TO REPAYMENT OF UNPAID PRINCIPAL AND
INTEREST AND OTHER AMOUNTS DUE UNDER THIS AGREEMENT, THE NOTE AND LOAN
AGREEMENT, AND ITS CONTINUED INTEREST IN THE SECURITY AGREEMENT.
10.3
INVOLUNTARY