Minimum Guaranteed Monthly Payments. (a) During the term of this Management Agreement, provided that the Commencement Date has occurred, the Enterprise shall, subject to the provisions of Section 5.3(b) below, pay the Tribe One Million Dollars ($1,000,000) per month on a cumulative Fiscal Year basis (the "Minimum Guaranteed Monthly Payment"), beginning on the Commencement Date and continuing for the remainder of the term of the Management Agreement. The Minimum Guaranteed Monthly Payment shall be payable to the Tribe in arrears on the twentieth (20th) day of each calendar month following the month in which the Commencement Date occurs, which payment shall have priority over the Operating Note, Facility Loan or Transition Loan repayment and payment of Manager's compensation. If the Commencement Date is a date other than the first day of a calendar month, the first payment will be prorated from the Commencement Date to the end of the month. The Minimum Guaranteed Monthly Payment shall be prorated if gaming is conducted at the Facility for any other partial months. (b) Minimum Guaranteed Monthly Payments shall be charged against the Tribe's monthly distributable share of Net Total Revenues under Section 5.5 hereof; provided, however, that if the Net Total Revenues in a given month are less than $1,000,000, Manager shall advance the funds necessary to compensate for the deficiency from its own funds (the "Minimum Guaranteed Payment Advances", which advances shall not accrue interest but shall be evidenced by an Operating Note substantially in the form attached hereto as Exhibit F), and provided further that the Minimum Guaranteed Monthly Payments shall be reduced to $100,000 per month for the remaining months in a Fiscal Year after the Tribe has received in such Fiscal Year Total Net Revenue distributions of $12,000,000. Manager shall be entitled to recoup any Minimum Guaranteed Payment Advances made under this subsection from the Net Total Revenues of the Enterprise in succeeding months during the term hereof, as provided in Section 5.5 hereof (and any amounts outstanding on account of Minimum Guaranteed Payment Advances at the end of the term of this Management Agreement shall be immediately due and payable by the Tribe). In no event shall this recoupment payment for Minimum Guaranteed Payment Advances result in the Tribe receiving less than its Minimum Guaranteed Monthly Payment in any month, and in no event shall Manager be allowed or entitled to interest on any Minimum Guaranteed Payment Advances. However, no Minimum Guaranteed Monthly Payments shall be required with respect to any months (or portions thereof) that Class III Gaming is suspended or terminated at the Facility, provided that the reason or cause of such suspension or termination is beyond the reasonable control of Manager. Further, no Minimum Guaranteed Monthly Payments shall accrue subsequent to termination of this Management Agreement. (c) Any obligations owing by the Tribe under the Operating Note shall be repaid solely as a Limited Recourse obligation of the Tribe without any cross collateralization from other projects of Tribe and without any other liability or guarantee on the part of the Tribe. Except for the Minimum Guaranteed Monthly Payment to the Tribe, repayment of the Operating Note obligations shall have first priority on any Net Gaming and Net Incidental Revenues generated by the Enterprise. The Tribe agrees to grant to Manager a first priority and perfected security interest, including a Dominion Account arrangement pursuant to the Dominion Account Agreement (in a form consistent with the terms of this Management Agreement attached hereto as Exhibit A), on any Net Gaming and Net Incidental Revenues of the Enterprise in order to secure repayment of the Operating Note, and such Operating Note shall also be secured on a first priority and perfected basis by any Furnishings and Equipment financed by proceeds of the Facility Loan and Transition Loan pursuant to the Security Agreement. The Tribe agrees not to encumber any of the assets of the Facility or the Enterprise without the written consent of Manager, which consent will not be unreasonably withheld; except that the Tribe shall have the right without the consent of Manager to grant security interests in the Enterprise's revenues which are subordinate to Manager's, interests under this Management Agreement and all related Transaction Documents pursuant to a subordination agreement in form and substance acceptable to Manager. The Tribe agrees to enter into a limited, transactional waiver of sovereign immunity and consent to jurisdiction and arbitration as to Manager and in connection with the Operating Note, as provided in the Resolution of Limited Waiver.
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Minimum Guaranteed Monthly Payments. (a) During the term of this Management Agreement, provided that the Commencement Date has occurred, the Enterprise Project shall, subject to the provisions of Section 5.3(b) below, pay the Tribe One Million Kickapoo Four Hundred Sixteen Thousand Seven Hundred Dollars ($1,000,000416,700) per month on a cumulative Fiscal Year basis (the "Minimum Guaranteed Monthly Payment"), beginning on the Commencement Date and continuing for the remainder of the term of the Management Agreement. The Minimum Guaranteed Monthly Payment shall be payable to the Tribe Kickapoo in arrears on the twentieth (20th) day of each calendar month following the month in which the Commencement Date occurs, which payment shall have priority over the Operating Note, Facility Loan or Transition Loan repayment any obligations to repay funding provided by any third party lender in connection with financing the development, construction, and equipping of the Project Facilities, and payment of Manager's Lakes' compensation. If the Commencement Date is a date other than the first day of a calendar month, the first payment will be prorated from the Commencement Date to the end of the month. The Minimum Guaranteed Monthly Payment shall be prorated if gaming is conducted at the Gaming Facility for any other partial months.
(b) Minimum Guaranteed Monthly Payments shall be charged against the Tribe's monthly distributable share deducted from any disbursements of Net Total Revenues received by Kickapoo under Section 5.5 hereofhereof in any given month; provided, however, that if the Net Total Revenues in a given month are less than $1,000,000416,700, Manager Lakes shall advance the funds necessary to compensate for the deficiency from its own funds (the "Minimum Guaranteed Payment Advances", which advances shall not accrue interest but shall be evidenced by an Operating Note substantially in the a form attached hereto as Exhibit Fagreed to by Kickapoo and Lakes), and provided further that the Minimum Guaranteed Monthly Payments shall be reduced to $100,000 10,000 per month for the remaining months in a Fiscal Year after the Tribe Kickapoo has received in such Fiscal Year Total Net Revenue distributions of $12,000,000500,000,400. Manager Lakes shall be entitled to recoup any Minimum Guaranteed Payment Advances made under this subsection from the Net Total Revenues of the Enterprise Project in succeeding months during the term hereof, as provided in Section 5.5 hereof (and any amounts outstanding on account of Minimum Guaranteed Payment Advances at the end of the term of this Management Agreement shall be immediately due and payable by the TribeKickapoo). In no event shall this recoupment payment for Minimum Guaranteed Payment Advances result in the Tribe Kickapoo receiving less than its Minimum Guaranteed Monthly Payment in any month, and in no event shall Manager Lakes be allowed or entitled to interest on any Minimum Guaranteed Payment Advances. HoweverMinimum Guaranteed Monthly Payments shall be prorated with respect to any months (or portions thereof) that Class II Gaming or Class III Gaming is suspended or terminated at the Gaming Facility, and no Minimum Guaranteed Monthly Payments shall be required with respect to any months (that no Class II Gaming or portions thereof) that Class III Gaming is suspended or terminated conducted at the Facility, provided that the reason Gaming Facility or cause of such suspension or termination is beyond the reasonable control of Manager. Further, no Minimum Guaranteed Monthly Payments shall accrue subsequent to termination of this Management Agreement.
(c) Any obligations owing by the Tribe Kickapoo under the Operating Note shall be repaid solely as a Limited Recourse obligation of the Tribe without any cross collateralization from other projects of Tribe and Kickapoo without any other liability or guarantee on the part of the TribeKickapoo. Except for the Minimum Guaranteed Monthly Payment to the TribeKickapoo, repayment of the Operating Note obligations shall have first priority on any Net Gaming and Net Incidental Ancillary Revenues generated by the EnterpriseProject. The Tribe Kickapoo agrees to grant to Manager Lakes a first priority and perfected security interest, including a Dominion Account arrangement pursuant to the Dominion Account Agreement (in a form consistent with the terms of this Management Agreement attached hereto as Exhibit AAgreement), on any Net Gaming and Net Incidental Ancillary Revenues of the Enterprise Project in order to secure repayment of the Operating Note, and such Operating Note shall also be secured on a first priority and perfected basis by any Furnishings and Equipment financed by proceeds of the Facility Loan and Transition Loan pursuant to the Security Agreement. The Tribe agrees not to encumber any of the assets of the Facility or the Enterprise without the written consent of Manager, which consent will not be unreasonably withheld; except that the Tribe shall have the right without the consent of Manager to grant security interests Agreement and by first priority liens in the Enterprise's revenues which are subordinate to Manager's, interests under this Management Agreement and all related Transaction Documents pursuant to a subordination agreement in form and substance acceptable to Manager. The Tribe agrees to enter into a limited, transactional waiver of sovereign immunity and consent to jurisdiction and arbitration as to Manager and in connection with the Operating Note, as provided additional recourse assets described in the Resolution definition of "Limited WaiverRecourse."
Appears in 1 contract
Minimum Guaranteed Monthly Payments. (a) During the term of this Management Agreement, provided that the Commencement Date has occurred, the Enterprise Project shall, subject to the provisions of Section 5.3(b) below, pay Iowa Corp the Tribe One Million sum of Five Hundred Thousand Dollars ($1,000,000500,000) per month on a cumulative Fiscal Year basis (the "Minimum Guaranteed Monthly Payment"), beginning on the Commencement Date and continuing for the remainder of the term of the Management Agreement. The Minimum Guaranteed Monthly Payment shall be payable to the Tribe Iowa Corp in arrears on the twentieth (20th) day of each calendar month following the month in which the Commencement Date occurs, which payment shall have priority over the Operating Note, Facility Loan or Transition Loan repayment any obligations to repay funding provided by any third party lender in connection with financing the development, construction equipping of the Project Facilities, and payment of Manager's Lakes' compensation. If the Commencement Date is a date other than the first day of a calendar month, the first payment will be prorated from the Commencement Date to the end of the month. The Minimum Guaranteed Monthly Payment shall be prorated if gaming is conducted at the Gaming Facility for any other partial months.
(b) Minimum Guaranteed Monthly Payments shall be charged against the Tribe's monthly distributable share deducted from any disbursements of Net Total Revenues received by Iowa Corp under Section 5.5 hereofhereof in any given month; provided, however, that if the Net Total Revenues in a given month are less than $1,000,000500,000, Manager Lakes shall advance the funds necessary to compensate for the deficiency from its own funds (the "Minimum Guaranteed Payment Advances", which advances shall not accrue interest but shall be evidenced by an Operating Note substantially in the a form attached hereto as Exhibit Fagreed to by Iowa Corp and Lakes), and provided further that the Minimum Guaranteed Monthly Payments shall be reduced to $100,000 10,000 per month for the remaining months in a Fiscal Year after the Tribe Iowa Corp has received in such Fiscal Year Total Net Revenue distributions of $12,000,0001,200,000. Manager Lakes shall be entitled to recoup any Minimum Guaranteed Payment Advances made under this subsection from the Net Total Revenues of the Enterprise Project in succeeding months during the term hereof, as provided in Section 5.5 hereof (and any amounts outstanding on account of Minimum Guaranteed Payment Advances at the end of the term of this Management Agreement shall be immediately due and payable by the TribeIowa Corp). In no event shall this recoupment payment for Minimum Guaranteed Payment Advances result in the Tribe Iowa Corp receiving less than its Minimum Guaranteed Monthly Payment in any month, and in no event shall Manager Lakes be allowed or entitled to interest on any Minimum Guaranteed Payment Advances. HoweverMinimum Guaranteed Monthly Payments shall be prorated with respect to any months (or portions thereof) that Class II Gaming or Class III Gaming is suspended or terminated at the Gaming Facility, and no Minimum Guaranteed Monthly Payments shall be required with respect to any months (that no Class II Gaming or portions thereof) that Class III Gaming is suspended or terminated conducted at the Facility, provided that the reason Gaming Facility or cause of such suspension or termination is beyond the reasonable control of Manager. Further, no Minimum Guaranteed Monthly Payments shall accrue subsequent to termination of this Management Agreement.
(c) Any obligations owing by the Tribe Iowa Corp under the Operating Note shall be repaid solely as a Limited Recourse obligation of the Tribe without any cross collateralization from other projects of Tribe and Iowa Corp without any other liability or guarantee on the part of the Tribe. Iowa Corp. Except for the Minimum Guaranteed Monthly Payment to the TribeIowa Corp, repayment of the Operating Note obligations shall have first priority on any Net Gaming and Net Incidental Ancillary Revenues generated by the EnterpriseProject. The Tribe Iowa Corp agrees to grant to Manager Lakes a first priority and perfected security interest, including a Dominion Account arrangement pursuant to the Dominion Account Agreement (in a form consistent with the terms of this Management Agreement attached hereto as Exhibit AAgreement), on any Net Gaming and Net Incidental Ancillary Revenues of the Enterprise Project in order to secure repayment of the Operating Note, and such Operating Note shall also be secured on a first priority and perfected basis by any Furnishings and Equipment financed by proceeds of the Facility Loan and Transition Loan pursuant to the Security Agreement. The Tribe agrees not to encumber any of the assets of the Facility or the Enterprise without the written consent of Manager, which consent will not be unreasonably withheld; except that the Tribe shall have the right without the consent of Manager to grant security interests Agreement and by first priority liens in the Enterprise's revenues which are subordinate to Manager's, interests under this Management Agreement and all related Transaction Documents pursuant to a subordination agreement in form and substance acceptable to Manager. The Tribe agrees to enter into a limited, transactional waiver of sovereign immunity and consent to jurisdiction and arbitration as to Manager and in connection with the Operating Note, as provided additional recourse assets described in the Resolution definition of "Limited WaiverRecourse."
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Minimum Guaranteed Monthly Payments. (a) During the term of this Management Agreement, provided that the Commencement Date has occurred, the Enterprise shall, subject to the provisions of Section 5.3(b6.3(b) below, pay the Tribe One Million Five Hundred Thousand Dollars ($1,000,000500,000) per month on a cumulative Fiscal Year basis (the "Minimum Guaranteed Monthly Payment"), beginning on the Commencement Date and continuing for the remainder of the term of the this Management Agreement. The Minimum Guaranteed Monthly Payment shall be payable to the Tribe in arrears on the twentieth (20th) day of each calendar month following the month in which the Commencement Date occurs, which payment shall have priority over the Operating Note, Facility Loan, Land Acquisition Loan or Transition Loan repayment and payment of ManagerLKAR's compensation. If the Commencement Date is a date other than the first day of a calendar month, the first payment will be prorated from the Commencement Date to the end of the month. The Minimum Guaranteed Monthly Payment shall be prorated if gaming is conducted at the Facility for any other partial months.
(b) Minimum Guaranteed Monthly Payments shall be charged against the Tribe's monthly distributable share deducted from any disbursements of Net Total Revenues received by the Tribe under Section 5.5 hereof6.5 hereof in any given month; provided, however, that if the Net Total Revenues of the Enterprise in a given month are less than $1,000,000500,000, Manager LKAR shall advance the funds necessary to compensate for the deficiency from its own funds (the "Minimum Guaranteed Payment Advances", which advances shall not accrue interest but shall be evidenced by an Operating Note substantially in a form agreed to by the form attached hereto as Exhibit FTribe and LKAR), and provided further that the Minimum Guaranteed Monthly Payments shall be reduced to $100,000 10,000 per month for the remaining months in a Fiscal Year after the Tribe has received in such Fiscal Year Total Net Revenue distributions of $12,000,0006,000,000. Manager LKAR shall be entitled to recoup any Minimum Guaranteed Shingle Springs Development/Management Contract 10/13/03 revision Payment Advances made under this subsection from the Net Total Revenues of the Enterprise in succeeding months during the term hereof, as provided in Section 5.5 hereof (and any amounts outstanding on account of Minimum Guaranteed Payment Advances at the end of the term of this Management Agreement shall be immediately due and payable by the Tribe)6.5 hereof. In no event shall this recoupment payment for Minimum Guaranteed Payment Advances result in the Tribe receiving less than its Minimum Guaranteed Monthly Payment in any month, and in no event shall Manager LKAR be allowed or entitled to interest on any Minimum Guaranteed Payment Advances. HoweverMinimum Guaranteed Monthly Payments shall be prorated with respect to any months (or portions thereof) that Class II Gaming or Class III Gaming is suspended or terminated at the Facility, and no Minimum Guaranteed Monthly Payments shall be required with respect to any months (that no Class II Gaming or portions thereof) that Class III Gaming is suspended or terminated conducted at the Facility, provided that the reason Facility or cause of such suspension or termination is beyond the reasonable control of Manager. Further, no Minimum Guaranteed Monthly Payments shall accrue subsequent to termination of this Management Agreement.
(c) Any obligations owing by the Tribe under the Operating Note shall be repaid solely as a Limited Recourse obligation of the Tribe without any cross collateralization from other projects of Tribe and without any other liability or guarantee on the part of the TribeTribe except for the security interests described herein. Except for the Minimum Guaranteed Monthly Payment to the Tribe, repayment of the Operating Note obligations shall have first priority on any Net Gaming Revenues and Net Incidental Revenues generated by the Enterprise or any other Tribal Gaming Enterprise. The Subject to the foregoing, the Tribe agrees to grant to Manager LKAR a first priority and perfected security interest, including a Dominion Account arrangement pursuant to the Dominion Account Agreement (in a form consistent with the terms of this Management Agreement attached hereto as Exhibit AAmended Memorandum Agreement), on any Net Gaming Revenues and Net Incidental Revenues of the Enterprise or any other Tribal Gaming Enterprise in order to secure repayment of the Operating Note, and such Operating Note shall also be secured on a first priority and perfected basis by any Furnishings and Equipment financed by proceeds of the Facility Loan and Transition Loan pursuant to the Security Agreement. The Tribe agrees not to encumber any of the assets of the Facility or the Enterprise without the written consent of ManagerLKAR, which consent will not be unreasonably withheld; except that the Tribe shall have the right without the consent of Manager LKAR to grant security interests in the Enterprise's revenues which are subordinate to Manager's, LKAR's interests under this Management Amended Memorandum Agreement and all related Transaction Documents pursuant to a subordination agreement in form and substance acceptable to ManagerLKAR. The Tribe agrees to enter into a limited, transactional waiver of sovereign immunity and consent to jurisdiction and arbitration as to Manager LKAR and in connection with the Operating Note, as provided in the Resolution of Limited Waiver.
Appears in 1 contract
Minimum Guaranteed Monthly Payments. (a) During the term of this Management Agreement, provided that the Commencement Date has occurred, the Enterprise Project shall, subject to the provisions of Section 5.3(b) below, pay the Tribe One Million Pawnee Five Thousand Dollars ($1,000,0005,000) per month on a cumulative Fiscal Year basis (the "Minimum Guaranteed Monthly Payment"), beginning on the Commencement Date and continuing for the remainder of the term of the Management Agreement. The Minimum Guaranteed Monthly Payment shall be payable to the Tribe Pawnee in arrears on the twentieth (20th) day of each calendar month following the month in which the Commencement Date occurs, which payment shall have priority over the Operating Note, Facility Loan or Transition Loan repayment any obligations to repay funding provided by any third party lender in connection with financing the development, construction equipping of the Project Facilities, and payment of Manager's Lakes' compensation. If the Commencement Date is a date other than the first day of a calendar month, the first payment will be prorated from the Commencement Date to the end of the month. The Minimum Guaranteed Monthly Payment shall be prorated if gaming is conducted at the Gaming Facility for any other partial months.
(b) Minimum Guaranteed Monthly Payments shall be charged against the Tribe's monthly distributable share deducted from any disbursements of Net Total Revenues received by Pawnee under Section 5.5 hereofhereof in any given month; provided, however, that if the Net Total Revenues in a given month are less than $1,000,000, Manager 5,000 Lakes shall advance the funds necessary to compensate for the deficiency from its own funds (the "Minimum Guaranteed Payment Advances", which advances shall not accrue interest but shall be evidenced by an Operating Note substantially in the a form attached hereto as Exhibit Fagreed to by Pawnee and Lakes), and provided further that the Minimum Guaranteed Monthly Payments shall be reduced to $100,000 1,000 per month for the remaining months in a Fiscal Year after the Tribe Pawnee has received in such Fiscal Year Total Net Revenue distributions of $12,000,000. Manager 60,000, Lakes shall be entitled to recoup any Minimum Guaranteed Payment Advances made under this subsection from the Net Total Revenues of the Enterprise Project in succeeding months during the term hereof, as provided in Section 5.5 hereof (and any amounts outstanding on account of Minimum Guaranteed Payment Advances at the end of the term of this Management Agreement shall be immediately due and payable by the TribePawnee). In no event shall this recoupment payment for Minimum Guaranteed Payment Advances result in the Tribe Pawnee receiving less than its Minimum Guaranteed Monthly Payment in any month, and in no event shall Manager Lakes be allowed or entitled to interest on any Minimum Guaranteed Payment Advances. HoweverMinimum Guaranteed Monthly Payments shall be prorated with respect to any months (or portions thereof) that Class II Gaming or Class III Gaming is suspended or terminated at the Gaming Facility, and no Minimum Guaranteed Monthly Payments shall be required with respect to any months (that no Class II Gaming or portions thereof) that Class III Gaming is suspended or terminated conducted at the Facility, provided that the reason Gaming Facility or cause of such suspension or termination is beyond the reasonable control of Manager. Further, no Minimum Guaranteed Monthly Payments shall accrue subsequent to termination of this Management Agreement.
(c) Any obligations owing by the Tribe Pawnee under the Operating Note shall be repaid solely as a Limited Recourse obligation of the Tribe without any cross collateralization from other projects of Tribe and Pawnee without any other liability or guarantee on the part of the TribePawnee. Except for the Minimum Guaranteed Monthly Payment to the TribePawnee, repayment of the Operating Note obligations shall have first priority on any Net Gaming and Net Incidental Ancillary Revenues generated by the EnterpriseProject. The Tribe Pawnee agrees to grant to Manager Lakes a first priority and perfected security interest, including a Dominion Account arrangement pursuant to the Dominion Account Agreement (in a form consistent with the terms of this Management Agreement attached hereto as Exhibit AAgreement), on any Net Gaming and Net Incidental Ancillary Revenues of the Enterprise Project in order to secure repayment of the Operating Note, and such Operating Note shall also be secured on a first priority and perfected basis by any Furnishings and Equipment financed by proceeds of the Facility Loan and Transition Loan pursuant to the Security Agreement. The Tribe agrees not to encumber any of the assets of the Facility or the Enterprise without the written consent of Manager, which consent will not be unreasonably withheld; except that the Tribe shall have the right without the consent of Manager to grant security interests Agreement and by first priority liens in the Enterprise's revenues which are subordinate to Manager's, interests under this Management Agreement and all related Transaction Documents pursuant to a subordination agreement in form and substance acceptable to Manager. The Tribe agrees to enter into a limited, transactional waiver of sovereign immunity and consent to jurisdiction and arbitration as to Manager and in connection with the Operating Note, as provided additional recourse assets described in the Resolution definition of "Limited WaiverRecourse."
Appears in 1 contract
Minimum Guaranteed Monthly Payments. (a) During the term of this Management Agreement, provided that the Commencement Date has occurred, the Enterprise Project shall, subject to the provisions of Section 5.3(b) below, pay the Tribe Pawnee One Million Hundred Thousand Dollars ($1,000,000100,000) per month on a cumulative Fiscal Year basis (the "Minimum Guaranteed Monthly Payment"), beginning on the Commencement Date and continuing for the remainder of the term of the Management Agreement. The Minimum Guaranteed Monthly Payment shall be payable to the Tribe Pawnee in arrears on the twentieth (20th) day of each calendar month following the month in which the Commencement Date occurs, which payment shall have priority over the Operating Note, Facility Loan or Transition Loan repayment any obligations to repay funding provided by any third party lender in connection with financing the development, construction equipping of the Project Facilities, and payment of Manager's Lakes' compensation. If the Commencement Date is a date other than the first day of a calendar month, the first payment will be prorated from the Commencement Date to the end of the month. The Minimum Guaranteed Monthly Payment shall be prorated if gaming is conducted at the Gaming Facility for any other partial months.
(b) Minimum Guaranteed Monthly Payments shall be charged against the Tribe's monthly distributable share deducted from any disbursements of Net Total Revenues received by Pawnee under Section 5.5 hereofhereof in any given month; provided, however, that if the Net Total Revenues in a given month are less than $1,000,000100,000, Manager Lakes shall advance the funds necessary to compensate for the deficiency from its own funds (the "Minimum Guaranteed Payment Advances", which advances shall not accrue interest but shall be evidenced by an Operating Note substantially in the a form attached hereto as Exhibit Fagreed to by Pawnee and Lakes), and provided further that the Minimum Guaranteed Monthly Payments shall be reduced to $100,000 10,000 per month for the remaining months in a Fiscal Year after the Tribe Pawnee has received in such Fiscal Year Total Net Revenue distributions of $12,000,0001,200,000. Manager Lakes shall be entitled to recoup any Minimum Guaranteed Payment Advances made under this subsection from the Net Total Revenues of the Enterprise Project in succeeding months during the term hereof, as provided in Section 5.5 hereof (and any amounts outstanding on account of Minimum Guaranteed Payment Advances at the end of the term of this Management Agreement shall be immediately due and payable by the TribePawnee). In no event shall this recoupment payment for Minimum Guaranteed Payment Advances result in the Tribe Pawnee receiving less than its Minimum Guaranteed Monthly Payment in any month, and in no event shall Manager Lakes be allowed or entitled to interest on any Minimum Guaranteed Payment Advances. HoweverMinimum Guaranteed Monthly Payments shall be prorated with respect to any months (or portions thereof) that Class II Gaming or Class III Gaming is suspended or terminated at the Gaming Facility, and no Minimum Guaranteed Monthly Payments shall be required with respect to any months (that no Class II Gaming or portions thereof) that Class III Gaming is suspended or terminated conducted at the Facility, provided that the reason Gaming Facility or cause of such suspension or termination is beyond the reasonable control of Manager. Further, no Minimum Guaranteed Monthly Payments shall accrue subsequent to termination of this Management Agreement.
(c) Any obligations owing by the Tribe Pawnee under the Operating Note shall be repaid solely as a Limited Recourse obligation of the Tribe without any cross collateralization from other projects of Tribe and Pawnee without any other liability or guarantee on the part of the TribePawnee. Except for the Minimum Guaranteed Monthly Payment to the TribePawnee, repayment of the Operating Note obligations shall have first priority on any Net Gaming and Net Incidental Ancillary Revenues generated by the EnterpriseProject. The Tribe Pawnee agrees to grant to Manager Lakes a first priority and perfected security interest, including a Dominion Account arrangement pursuant to the Dominion Account Agreement (in a form consistent with the terms of this Management Agreement attached hereto as Exhibit AAgreement), on any Net Gaming and Net Incidental Ancillary Revenues of the Enterprise Project in order to secure repayment of the Operating Note, and such Operating Note shall also be secured on a first priority and perfected basis by any Furnishings and Equipment financed by proceeds of the Facility Loan and Transition Loan pursuant to the Security Agreement. The Tribe agrees not to encumber any of the assets of the Facility or the Enterprise without the written consent of Manager, which consent will not be unreasonably withheld; except that the Tribe shall have the right without the consent of Manager to grant security interests Agreement and by first priority liens in the Enterprise's revenues which are subordinate to Manager's, interests under this Management Agreement and all related Transaction Documents pursuant to a subordination agreement in form and substance acceptable to Manager. The Tribe agrees to enter into a limited, transactional waiver of sovereign immunity and consent to jurisdiction and arbitration as to Manager and in connection with the Operating Note, as provided additional recourse assets described in the Resolution definition of "Limited WaiverRecourse."
Appears in 1 contract
Minimum Guaranteed Monthly Payments. (a) During the term of this Management Agreement, provided that the Commencement Date has occurred, the Enterprise Project shall, subject to the provisions of Section 5.3(b) below, pay Iowa Corp the Tribe One Million sum of _____________ Dollars ($1,000,000_________) per month on a cumulative Fiscal Year basis (the "Minimum Guaranteed Monthly Payment"), beginning on the Commencement Date and continuing for the remainder of the term of the Management Agreement. The Minimum Guaranteed Monthly Payment shall be payable to the Tribe Iowa Corp in arrears on the twentieth (20th) day of each calendar month following the month in which the Commencement Date occurs, which payment shall have priority over the Operating Note, Facility Loan or Transition Loan repayment any obligations to repay funding provided by any third party lender in connection with financing the development, construction equipping of the Project Facilities, and payment of Manager's Lakes' compensation. If the Commencement Date is a date other than the first day of a calendar month, the first payment will be prorated from the Commencement Date to the end of the month. The Minimum Guaranteed Monthly Payment shall be prorated if gaming is conducted at the Gaming Facility for any other partial months.
(b) Minimum Guaranteed Monthly Payments shall be charged against the Tribe's monthly distributable share deducted from any disbursements of Net Total Revenues received by Iowa Corp under Section 5.5 hereofhereof in any given month; provided, however, that if the Net Total Revenues in a given month are less than $1,000,000_______, Manager Lakes shall advance the funds necessary to compensate for the deficiency from its own funds (the "Minimum Guaranteed Payment Advances", which advances shall not accrue interest but shall be evidenced by an Operating Note substantially in the a form attached hereto as Exhibit Fagreed to by Iowa Corp and Lakes), and provided further that the Minimum Guaranteed Monthly Payments shall be reduced to $100,000 _________ per month for the remaining months in a Fiscal Year after the Tribe Iowa Corp has received in such Fiscal Year Total Net Revenue distributions of $12,000,000________. Manager Lakes shall be entitled to recoup any Minimum Guaranteed Payment Advances made under this subsection from the Net Total Revenues of the Enterprise Project in succeeding months during the term hereof, as provided in Section 5.5 hereof (and any amounts outstanding on account of Minimum Guaranteed Payment Advances at the end of the term of this Management Agreement shall be immediately due and payable by the TribeIowa Corp). In no event shall this recoupment payment for Minimum Guaranteed Payment Advances result in the Tribe Iowa Corp receiving less than its Minimum Guaranteed Monthly Payment in any month, and in no event shall Manager Lakes be allowed or entitled to interest on any Minimum Guaranteed Payment Advances. HoweverMinimum Guaranteed Monthly Payments shall be prorated with respect to any months (or portions thereof) that Class II Gaming or Class III Gaming is suspended or terminated at the Gaming Facility, and no Minimum Guaranteed Monthly Payments shall be required with respect to any months (that no Class II Gaming or portions thereof) that Class III Gaming is suspended or terminated conducted at the Facility, provided that the reason Gaming Facility or cause of such suspension or termination is beyond the reasonable control of Manager. Further, no Minimum Guaranteed Monthly Payments shall accrue subsequent to termination of this Management Agreement.
(c) Any obligations owing by the Tribe Iowa Corp under the Operating Note shall be repaid solely as a Limited Recourse obligation of the Tribe without any cross collateralization from other projects of Tribe and Iowa Corp without any other liability or guarantee on the part of the Tribe. Iowa Corp. Except for the Minimum Guaranteed Monthly Payment to the TribeIowa Corp, repayment of the Operating Note obligations shall have first priority on any Net Gaming and Net Incidental Ancillary Revenues generated by the EnterpriseProject. The Tribe Iowa Corp agrees to grant to Manager Lakes a first priority and perfected security interest, including a Dominion Account arrangement pursuant to the Dominion Account Agreement (in a form consistent with the terms of this Management Agreement attached hereto as Exhibit AAgreement), on any Net Gaming and Net Incidental Ancillary Revenues of the Enterprise Project in order to secure repayment of the Operating Note, and such Operating Note shall also be secured on a first priority and perfected basis by any Furnishings and Equipment financed by proceeds of the Facility Loan and Transition Loan pursuant to the Security Agreement. The Tribe agrees not to encumber any of the assets of the Facility or the Enterprise without the written consent of Manager, which consent will not be unreasonably withheld; except that the Tribe shall have the right without the consent of Manager to grant security interests Agreement and by first priority liens in the Enterprise's revenues which are subordinate to Manager's, interests under this Management Agreement and all related Transaction Documents pursuant to a subordination agreement in form and substance acceptable to Manager. The Tribe agrees to enter into a limited, transactional waiver of sovereign immunity and consent to jurisdiction and arbitration as to Manager and in connection with the Operating Note, as provided additional recourse assets described in the Resolution definition of "Limited WaiverRecourse."
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Minimum Guaranteed Monthly Payments. (a) During the term of this Management Agreement, provided that the Commencement Date has occurred, the Enterprise Project shall, subject to the provisions of Section 5.3(b) below, pay the Tribe One Million Pawnee Ten Thousand Dollars ($1,000,00010,000) per month on a cumulative Fiscal Year basis (the "Minimum Guaranteed Monthly Payment"), beginning on the Commencement Date and continuing for the remainder of the term of the Management Agreement. The Minimum Guaranteed Monthly Payment shall be payable to the Tribe Pawnee in arrears on the twentieth (20th) day of each calendar month following the month in which the Commencement Date occurs, which payment shall have priority over the Operating Note, Facility Loan or Transition Loan repayment any obligations to repay funding provided by any third party lender in connection with financing the development, construction equipping of the Project Facilities, and payment of Manager's Lakes' compensation. If the Commencement Date is a date other than the first day of a calendar month, the first payment will be prorated from the Commencement Date to the end of the month. The Minimum Guaranteed Monthly Payment shall be prorated if gaming is conducted at the Gaming Facility for any other partial months.
(b) Minimum Guaranteed Monthly Payments shall be charged against the Tribe's monthly distributable share deducted from any disbursements of Net Total Revenues received by Pawnee under Section 5.5 hereofhereof in any given month; provided, however, that if the Net Total Revenues in a given month are less than $1,000,00010,000, Manager Lakes shall advance the funds necessary to compensate for the deficiency from its own funds (the "Minimum Guaranteed Payment Advances", which advances shall not accrue interest but shall be evidenced by an Operating Note substantially in the a form attached hereto as Exhibit Fagreed to by Pawnee and Lakes), and provided further that the Minimum Guaranteed Monthly Payments shall be reduced to $100,000 1,000 per month for the remaining months in a Fiscal Year after the Tribe Pawnee has received in such Fiscal Year Total Net Revenue distributions of $12,000,000120,000. Manager Lakes shall be entitled to recoup any Minimum Guaranteed Payment Advances made under this subsection from the Net Total Revenues of the Enterprise Project in succeeding months during the term hereof, as provided in Section 5.5 hereof (and any amounts outstanding on account of Minimum Guaranteed Payment Advances at the end of the term of this Management Agreement shall be immediately due and payable by the TribePawnee). In no event shall this recoupment payment for Minimum Guaranteed Payment Advances result in the Tribe Pawnee receiving less than its Minimum Guaranteed Monthly Payment in any month, and in no event shall Manager Lakes be allowed or entitled to interest on any Minimum Guaranteed Payment Advances. HoweverMinimum Guaranteed Monthly Payments shall be prorated with respect to any months (or portions thereof) that Class II Gaming or Class III Gaming is suspended or terminated at the Gaming Facility, and no Minimum Guaranteed Monthly Payments shall be required with respect to any months (that no Class II Gaming or portions thereof) that Class III Gaming is suspended or terminated conducted at the Facility, provided that the reason Gaming Facility or cause of such suspension or termination is beyond the reasonable control of Manager. Further, no Minimum Guaranteed Monthly Payments shall accrue subsequent to termination of this Management Agreement.
(c) Any obligations owing by the Tribe Pawnee under the Operating Note shall be repaid solely as a Limited Recourse obligation of the Tribe without any cross collateralization from other projects of Tribe and Pawnee without any other liability or guarantee on the part of the TribePawnee. Except for the Minimum Guaranteed Monthly Payment to the TribePawnee, repayment of the Operating Note obligations shall have first priority on any Net Gaming and Net Incidental Ancillary Revenues generated by the EnterpriseProject. The Tribe Pawnee agrees to grant to Manager Lakes a first priority and perfected security interest, including a Dominion Account arrangement pursuant to the Dominion Account Agreement (in a form consistent with the terms of this Management Agreement attached hereto as Exhibit AAgreement), on any Net Gaming and Net Incidental Ancillary Revenues of the Enterprise Project in order to secure repayment of the Operating Note, and such Operating Note shall also be secured on a first priority and perfected basis by any Furnishings and Equipment financed by proceeds of the Facility Loan and Transition Loan pursuant to the Security Agreement. The Tribe agrees not to encumber any of the assets of the Facility or the Enterprise without the written consent of Manager, which consent will not be unreasonably withheld; except that the Tribe shall have the right without the consent of Manager to grant security interests Agreement and by first priority liens in the Enterprise's revenues which are subordinate to Manager's, interests under this Management Agreement and all related Transaction Documents pursuant to a subordination agreement in form and substance acceptable to Manager. The Tribe agrees to enter into a limited, transactional waiver of sovereign immunity and consent to jurisdiction and arbitration as to Manager and in connection with the Operating Note, as provided additional recourse assets described in the Resolution definition of "Limited WaiverRecourse."
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