TO BE ASSIGNED
TO LESSOR OR LESSOR'S DESIGNEE SIMULTANEOUSLY WITH THE TERMINATION OF THIS
AGREEMENT, AND THE ASSIGNEE SHALL ASSUME ALL LEASES, CONTRACTS, CONCESSION
AGREEMENTS AND AGREEMENTS IN EFFECT WITH RESPECT TO THE FACILITY THEN IN
LESSEE'S NAME; PROVIDED, HOWEVER, LESSOR SHALL NOT BE OBLIGATED TO ASSUME AND
MAY REJECT (I) ANY OPERATING OR SERVICE AGREEMENTS ENTERED INTO SUBSEQUENT TO
THE DATE HEREOF WHICH HAVE A TERM IN EXCESS OF ONE YEAR OR TERMINATION RIGHTS
THAT MUST BE EXERCISED MORE THAN SIXTY (60) DAYS
56
PRIOR TO THE END OF THE ANNUAL TERM, AND (II) EQUIPMENT LEASES WHICH WERE
ENTERED INTO SUBSEQUENT TO THE DATE HEREOF AND WERE NOT PREVIOUSLY APPROVED BY
LESSOR, IF SUCH APPROVAL IS REQUIRED PURSUANT TO THIS LEASE, IN WHICH EVENT THE
AGREEMENT OR AGREEMENTS AND/OR LEASES SO REJECTED SHALL NOT BE ASSIGNED OR SHALL
BE DEEMED REASSIGNED AND SHALL REMAIN THE PROPERTY AND RESPONSIBILITY OF LESSEE.
(C)
TO THE EXTENT THAT LESSOR HAS NOT ALREADY
RECEIVED COPIES THEREOF, COPIES OF ALL BOOKS AND RECORDS (INCLUDING COMPUTER
RECORDS) FOR THE FACILITY KEPT BY LESSEE SHALL BE PROMPTLY DELIVERED TO LESSOR
OR LESSOR'S DESIGNEE.
(D)
LESSEE SHALL BE ENTITLED TO RETAIN ALL CASH,
BANK ACCOUNTS AND HOUSE BANKS, AND TO COLLECT ALL GROSS REVENUES AND ACCOUNTS
RECEIVABLE ACCRUED THROUGH THE TERMINATION DATE.
LESSEE SHALL BE RESPONSIBLE
FOR THE PAYMENT OF RENT, ALL OPERATING EXPENSES OF THE FACILITY AND ALL OTHER
OBLIGATIONS OF LESSEE ACCRUED UNDER THIS LEASE PRIOR TO THE TERMINATION DATE,
AND LESSOR SHALL BE RESPONSIBLE FOR ALL OPERATING EXPENSES OF THE FACILITY
ACCRUING ON AND AFTER THE TERMINATION DATE.
LESSEE SHALL SURRENDER THE LEASED
PROPERTY WITH AN AMOUNT AND QUALITY OF NONCONSUMABLE INVENTORY AND CONSUMABLE
SUPPLIES AS PROVIDED IN SECTION 7.4 ABOVE.
ARTICLE XXXVIII
ARBITRATION
38.1
ARBITRATION.
EXCEPT AS SET FORTH IN
SECTION 38.2, IN EACH CASE SPECIFIED IN THIS LEASE IN WHICH IT SHALL BECOME
NECESSARY TO RESORT TO ARBITRATION, SUCH ARBITRATION SHALL BE DETERMINED AS
PROVIDED IN THIS SECTION 38.1.
THE PARTY DESIRING SUCH ARBITRATION SHALL GIVE
NOTICE TO THAT EFFECT TO THE OTHER PARTY, AND AN ARBITRATOR SHALL BE SELECTED BY
MUTUAL AGREEMENT OF THE PARTIES, OR IF THEY CANNOT AGREE WITHIN THIRTY (30) DAYS
OF SUCH NOTICE, BY APPOINTMENT MADE BY THE AMERICAN ARBITRATION ASSOCIATION
("AAA") FROM AMONG THE MEMBERS OF ITS PANELS WHO ARE QUALIFIED AND WHO HAVE
EXPERIENCE IN RESOLVING MATTERS OF A NATURE SIMILAR TO THE MATTER TO BE RESOLVED
BY ARBITRATION.
38.2
ALTERNATIVE ARBITRATION.
IN EACH CASE SPECIFIED
IN THIS LEASE FOR A MATTER TO BE SUBMITTED TO ARBITRATION PURSUANT TO THE
PROVISIONS OF THIS SECTION 38.2, LESSOR SHALL BE ENTITLED TO DESIGNATE HVS
VALUATION SERVICES; OR IF THE FOREGOING HAS CEASED TO DO BUSINESS, ANY
NATIONALLY RECOGNIZED ACCOUNTING FIRM WITH A HOSPITALITY DIVISION OF WHICH
LESSOR OR AN AFFILIATE OF LESSOR AND LESSEE AND AFFILIATES OF LESSEE ARE NOT
SIGNIFICANT CLIENTS TO SERVE AS ARBITRATOR OF SUCH DISPUTE WITHIN FIFTEEN (15)
DAYS AFTER WRITTEN DEMAND FOR ARBITRATION IS RECEIVED OR SENT BY LESSOR.
IN THE