Final Draft ALP Marketing Supply and Demand Study

d 2 Default. In the event that any Member (or Member's transferee) defaults in
paying sums due for ALP OM &R costs on account of its interest in the ALP, or in meeting its
other obligations under this Agreement and such default continues for a period exceeding ftfleen
(15) days, the Management Committee shall provide notice of the default to the defaulting
Member (or transfow) and the defaulting Member (or transferee) shall have a period of sixty
(60) days from the date of the notice in which to cure the default. If the default is not cured
within the sixty -day cure period, then the Management Committee. acting as set forth in Section
3.2.3.3, may provide notice to the defaulting Member (or transferee), and thereafter withhold
ALP water otherwise deliverable to that Member (or transferee) until the default is resolved to
the satishiction of the majority of the non-defaulting Members that voted to withhold water. A
default may be cured by the payment of all amounts past due and out-of-pocket expenses
incurred by the Association as a result of the default, whereupon ALP water for the year in which
the payment is [Wade shall be delivered to the curing Member (or transferee). The withholding
of ALP water as set forth herein shalt be the only remedy apptied by the Members or the
Association against a Member (or transferee) in Default, except for (i) judicial declaratory And/or
injunctive relief as set forth in Sections 4.7 and 4.9, and (ii) relief from the Secretary of the
Interior. The Management Committee may lease, at its discretion, and for no more than one year,
any water withheld by virtue of the uncured default to Members and/or non - Members.
4.3 Binding Effect and Assig"lity. The terms and obligations contained in this
Agreemet shut[ be binding upon, and shalt inure to the benefit of, the Parties and their
successors and assigns, and the Members and the Members' transferees of interests in the ALP.
4.4 Np Thid EMY E a;W116arie3. This Agreement is intended to describe the rights
and responsibilities of the Parties hereto. This Agreement is not intended and shall not be
deemed to confer any rights on any person or entity not named as a Party hereto,except as set
forth in Section 2.3.
4.5 Sev abil�tty. Invalidation of any of the provisions of this Agreement, including
the Operation Principles, or of any paragraph, section, sentence, clause, phrase, or word herein,
or the application thereof in any circumstance, Mall not affix:[ the validity of the remainder of
this Agreement or the Operation Principles.
4.6 Amendment. This Agreement may be amended or modified only by an
amendment in writing sighed by all Member,[, except for the Operation Principles, which may be
amended or modified by unanimous vote ofthe Management Committee, provided that
Paragraph 7.03 of the Operation Principles may only be changed as set forth therein.
4.7 (Igym sawal immunity. The Patties agree that neither any provision in this
Agreement nor any action undertaken by a Party/Mernber or its officials and en4ioyees pursuant
to this Agreement shall constitute a waiver of any right, immunity, or prote3ctioa provided a
Party /Member under applicable tribal, state or federal taw concerning governmental immunity.
Notwithstanding the previous sentence, if necessary under applicable law. the Patties waive
Page 9of10