TERMINATION DUE TO CHANGES IN APPLICABLE LAW.
IT IS
THE UNDERSTANDING AND INTENTION OF THE PARTIES THAT THE ESTABLISHMENT AND
OPERATION OF THE GAMING OPERATION CONTEMPLATED HEREIN CONFORMS TO AND COMPLIES
WITH ALL APPLICABLE LAWS.
IF THIS
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AGREEMENT, THE GAMING OPERATION, ANY MATERIAL ASPECT OF GAMING OR ANY MATERIAL
ASPECT OF ANY TRIBAL COMPACT IS DETERMINED BY THE CONGRESS OF THE UNITED STATES,
THE DEPARTMENT OF THE INTERIOR, THE NATIONAL INDIAN GAMING COMMISSION, OR THE
FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO BE UNLAWFUL UNDER FEDERAL
OR STATE LAW, THE OBLIGATIONS OF THE PARTIES HERETO SHALL CEASE AND THIS
AGREEMENT SHALL BE OF NO FURTHER FORCE AND EFFECT; PROVIDED THAT (I) MANAGER
SHALL HAVE THE RIGHTS IN ARTICLE 2.2 F. OF THIS AGREEMENT; (II) MANAGER AND THE
TRIBE SHALL RETAIN ALL MONIES PREVIOUSLY PAID TO THEM PURSUANT TO ARTICLE 6 OF
THIS AGREEMENT; (III) FUNDS OF THE GAMING OPERATION (EXCLUDING WORKING CAPITAL
IF IT HAS NOT BEEN REPAID TO MANAGER BY THE TRIBE) IN ANY ACCOUNT SHALL BE PAID
AND DISTRIBUTED AS PROVIDED IN ARTICLE 6 OF THIS AGREEMENT; (IV) ANY MONIES
LOANED OR SECURED OR ARRANGED BY MANAGER TO OR FOR THE TRIBE UNDER ANY NOTE AND
LOAN AGREEMENTS SHALL BE REPAID TO MANAGER IN ACCORDANCE WITH THE NOTE AND LOAN
AGREEMENT (SUBJECT TO ACCELERATION BY MANAGER IN ACCORDANCE WITH ARTICLE 10.1
HEREOF); AND (V) THE TRIBE SHALL RETAIN TITLE TO ALL GAMING OPERATION
FACILITIES, FIXTURES, IMPROVEMENTS, SUPPLIES AND EQUIPMENT, SUBJECT TO THE
RIGHTS OF MANAGER UNDER ANY SECURITY AGREEMENT AND SUBJECT TO ANY REQUIREMENTS
OF FINANCING ARRANGEMENTS.
10.4
MANAGER'S RIGHTS TO TERMINATE.
IN THE EVENT THAT CONDITIONS BEYOND
THE REASONABLE CONTROL OF MANAGER OCCUR, WHICH IN MANAGER'S SALE DISCRETION
CAUSE MANAGER TO BELIEVE THAT THIS AGREEMENT CANNOT BE REASONABLY PERFORMED BY
EITHER PARTY, MANAGER MAY TERMINATE THIS AGREEMENT WITHOUT PENALTY AT ANY TIME
PRIOR TO COMMENCEMENT OF CONSTRUCTION.
IN ADDITION, THE MANAGER SHALL HAVE THE
RIGHT TO TERMINATE THIS AGREEMENT ANY TIME WITHIN TWENTY-FOUR (24) MONTHS AFTER
THE DATE OF THIS AGREEMENT IF THE CONDITIONS IN SECTION 2.3 OF THIS AGREEMENT
ARE NOT SATISFIED BY THE TRIBE.
IN EITHER EVENT, MANAGER SHALL CONTINUE TO HAVE
THE
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RIGHT TO REPAYMENT OF UNPAID PRINCIPAL AND INTEREST, IF ANY, UNDER THE NOTE AND
LOAN AGREEMENT, WHICH AMOUNTS MAY BE ACCELERATED BY MANAGER AS SET FORTH IN
ARTICLE 10.1 HEREOF.
10.5
DISSOLUTION, INSOLVENCY OR BANKRUPTCY OF MANAGER.
IF THE MANAGER
IS DISSOLVED, EXECUTES ANY PETITION UNDER THE BANKRUPTCY CODE, FILES FOR OR IS
DECLARED BANKRUPT, BECOMES INSOLVENT, CEASES TO FUNCTION AS A BUSINESS ENTITY,
FAILS TO PERFORM OR OTHERWISE IS GUILTY OF A MATERIAL BREACH OF THIS AGREEMENT,
OR IF THE MANAGER'S CREDITORS CAUSE TO BE EXECUTED ANY VALID PETITION UNDER THE
BANKRUPTCY CODE THEN, UPON THE OCCURRENCE OF ANY SUCH EVENT, MANAGER'S RIGHTS
UNDER THIS AGREEMENT SHALL CEASE AND THE AGREEMENT SHALL TERMINATE.
AN
ACCOUNTING SHALL THEREAFTER BE MADE AND MANAGER OR ITS SUCCESSOR OR LEGAL
REPRESENTATIVE SHALL BE ENTITLED TO A PRO RATA SHARE