Audit and Other Investigation Rights. Upon the occurrence of an Event of Default Landlord shall have the right, from time to time, at Tenant’s expense for reasonable and documented third party out-of-pocket expenses incurred, to audit, and/or prepare or perform such appraisals or other operational, accounting or financial reviews, abstracts, reports and other investigations as Landlord chooses of or relating to, the books, records and accounts of Tenant and its Affiliates and/or relative to any Facility(ies) designated by Landlord from time to time (all of the foregoing activities, “Investigations”), provided, however, that, (a) Landlord shall give Tenant not less than five Business Days advance written notice of the commencement of any Investigation and (b) Landlord shall not require or perform any act that would cause Tenant or any of its Affiliates to violate any Legal Requirements, including those relating to employment records or that protect the privacy rights of Tenant’s employees or healthcare patients, or to disclose otherwise privileged information, including materials subject to attorney-client privilege and medical studies act/peer review privileges. Any such Investigation instituted by Landlord shall commence on such date as Landlord specifies, subject to any advance notice requirement set forth above. Landlord’s Investigations shall be conducted by Landlord through agents, employees, representatives or designees of its choosing, and Tenant shall reasonably cooperate (and shall cause its independent accountants and other financial advisors to reasonably cooperate) with all Investigations. Landlord shall consult with Tenant in good faith so as to ensure that Investigations are conducted in a manner that does not interfere with Tenant’s business operations or the business operations relative to any affected Facility(ies). Unless otherwise agreed in writing by Tenant, Investigations shall occur during normal business hours. Landlord’s Investigations may include performing audits of, or other operational, accounting or financial reviews or reports relating to, the Consolidated EBITDAR attributable to and/or the Net Operating Income of a particular Facility(ies) for a particular period(s) and the terms and conditions of contracts with Tenant’s Affiliates and/or other Persons for the provision of particular goods and services to a particular Facility(ies).
