and Owner shall execute and
deliver a standard form of mutual general release of claims.
9.06
ACTIONS TO BE TAKEN UPON TERMINATION.
UPON TERMINATION OF THIS
AGREEMENT AND PAYMENT OF ANY BASE FEE, INCENTIVE FEE, TERMINATION FEE AND
REIMBURSEMENTS DUE UNDER SECTION 3.02, IN ADDITION TO ALL OTHER PROVISIONS OF
THIS AGREEMENT, THE FOLLOWING WILL APPLY:
(A)
OPERATOR SHALL PEACEFULLY VACATE AND SURRENDER THE HOTEL TO OWNER.
(B)
OPERATOR SHALL DELIVER, ASSIGN AND TRANSFER TO OWNER OR OWNER'S
DESIGNEE: (I) ALL BOOKS AND RECORDS OF THE HOTEL IN THE POSSESSION OF OPERATOR,
AND OWNER SHALL BE ENTITLED TO CONDUCT A FINAL AUDIT OF ANY BASE FEES, INCENTIVE
FEES AND REIMBURSEMENTS DUE UNDER SECTION 3.02; AND (II) ANY OTHER PROPERTY OF
OWNER, AND ALL COPIES THEREOF, POSSESSED BY OPERATOR.
(C)
OPERATOR SHALL RELEASE AND TRANSFER TO OWNER ANY OF OWNER'S FUNDS
HELD OR CONTROLLED BY OPERATOR.
(D)
OPERATOR SHALL COOPERATE WITH OWNER AND MAKE ITSELF AVAILABLE TO
CONSULT WITH AND ADVISE OWNER REGARDING THE OPERATION OF THE HOTEL FOR A PERIOD
OF UP TO 30 DAYS FOLLOWING TERMINATION.
(E)
OPERATOR SHALL NOT DIRECTLY OR INDIRECTLY HOLD ITSELF OR THE HOTEL
OUT TO THE PUBLIC AS BEING OR REMAINING (OR OTHERWISE ASSOCIATED) WITH OWNER.
A-14
ARTICLE TEN
SUCCESSORS AND ASSIGNS
10.01
PERMITTED ASSIGNMENTS.
SUBJECT TO THE APPROVAL OF THE GAMING
AUTHORITIES, NEITHER OWNER'S NOR OPERATOR'S CONSENT SHALL BE REQUIRED FOR EITHER
PARTY TO ASSIGN THIS AGREEMENT OR ITS RIGHTS AND INTEREST IN THE OPERATION OF
THE HOTEL TO ANY ENTITY IN WHICH THE ASSIGNING PARTY MAINTAINS A MAJORITY AND
CONTROLLING INTEREST, AND SUCH ASSIGNMENT SHALL SERVE TO FULLY RELIEVE AND
DISCHARGE THE ASSIGNING PARTY FROM ANY FURTHER DUTIES OR OBLIGATIONS PURSUANT TO
THIS AGREEMENT.
EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, NEITHER OPERATOR
NOR OWNER MAY
ASSIGN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY.
IT IS UNDERSTOOD AND AGREED THAT ANY CONSENT GRANTED TO ANY SUCH
ASSIGNMENT SHALL NOT BE DEEMED A WAIVER OF THE COVENANT HEREIN CONTAINED AGAINST
ASSIGNMENT IN ANY SUBSEQUENT CASE.
IN THE EVENT OF A SALE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE HOTEL OR A CHANGE IN CONTROL OF OWNER,
OWNER MAY TERMINATE THIS AGREEMENT, PROVIDED THAT OWNER PAYS OPERATOR ANY BASE
FEE, INCENTIVE FEE, AND REIMBURSEMENTS DUE UNDER SECTION 3.02 THROUGH THE
EFFECTIVE DATE OF TERMINATION, AND THE TERMINATION FEE AS PROVIDED FOR AND
COMPUTED IN SECTION 9.05.
10.02
ASSIGNS BOUND.
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT REGARDING
AND/OR RESTRICTING SALE OR ASSIGNMENTS, THE TERMS, PROVISIONS, COVENANTS,
UNDERTAKINGS, AGREEMENTS, OBLIGATIONS AND CONDITIONS OF THIS AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE SUCCESSORS IN INTEREST AND
THE ASSIGNS OF THE PARTIES HERETO WITH THE SAME EFFECT AS IF MENTIONED IN EACH
INSTANCE WHERE THE PARTY HERETO IS NAMED OR REFERRED TO, EXCEPT THAT NO
ASSIGNMENT, TRANSFER PLEDGE, MORTGAGE, LEASE OR SUBLEASE BY OR THROUGH OPERATOR
OR BY OR THROUGH OWNER, AS THE CASE MAY BE, IN VIOLATION OF THE PROVISION OF
THIS