Common use of Confirmation of Additional Rent Clause in Contracts

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such audit, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any All such review or audit audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord audit discloses a deficiency in the payment of Additional Rent and either Tenant agrees, agrees with the result of such audit or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rentmatter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any , and if the amount of such audit discloses a deficiency in the payment of Additional Rent of more than exceeds five percent (5%)) of the Additional Rent that should have been paid for any Lease Year, Tenant shall forthwith pay to Landlord an the aggregate amount equal to one hundred twenty-five percent (125%) of any third party all costs and expenses incurred by Landlord in connection with any such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Hotel Sales and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues Total Hotel Sales for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five percent (5%)) of Additional Rent paid by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional the Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Hotel Sales and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues Total Hotel Sales for such Lease Year. Landlord, at its own expenseexpense except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant given within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). If Landlord does not commence an audit within such 1-year period, such Officer's Certificate shall be deemed conclusively to be accepted by Landlord as correct and Landlord shall begin have no further right to challenge the same. Landlord shall use commercially reasonable efforts to complete any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereofpracticable. If any such audit discloses a deficiency in the payment of Additional Rent, and either Tenant agrees with the result of such audit or the matter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five three percent (53%)) of the Total Hotel Sales reported by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Disbursement Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Disbursement Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information Proprietary Information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguardssafeguards mutually acceptable to Landlord and Tenant, pursuant to court order or in any litigation between the parties and except further that that, subject to the terms of Section 22.16, Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any All such review or audit audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord audit discloses a deficiency in the payment of Additional Rent and either Tenant agrees, agrees with the result of such audit or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rentmatter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any , and if the amount of such audit discloses a deficiency in the payment of Additional Rent of more than exceeds five percent (5%)) of the Additional Rent that should have been paid for any Lease Year, Tenant shall forthwith pay to Landlord an the aggregate amount equal to one hundred twenty-five percent (125%) of any third party all costs and expenses incurred by Landlord in connection with any such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its any prospective lenderslender, provided that Landlord shall direct such lenders lender to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any All such review or audit audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord audit discloses a deficiency in the payment of Additional Rent and and, either Tenant agrees, agrees with the result of such audit or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rentmatter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s 's Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any All such review or audit audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s 's business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s 's option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; providedPROVIDED, howeverHOWEVER, that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article ARTICLE 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section SECTION 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Net Patient Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Net Patient Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s 's Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s 's option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Net Patient Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Net Patient Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any All such review or audit audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord audit discloses a deficiency in the payment of Additional Rent and and, either Tenant agrees, agrees with the result of such audit or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rentmatter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Net Patient Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Net Patient Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s 's Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s 's option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; providedPROVIDED, howeverHOWEVER, that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article ARTICLE 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section SECTION 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Fuel Revenues and all Gross Non-Fuel Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Fuel Revenues and Gross Non-Fuel Revenues for such Lease Year. Landlord, at its own expense, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s 's Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any All such review or audit audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s 's business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, Landlord shall, at Landlord’s 's option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; providedPROVIDED, howeverHOWEVER, that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article ARTICLE 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section SECTION 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, except as provided herein below, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any All such review or audit audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord audit discloses a deficiency in the payment of Additional Rent and either Tenant agrees, agrees with the result of such audit or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rentmatter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any , and if the amount of such audit discloses a deficiency in the payment of Additional Rent of more than exceeds five percent (5%)) of the Additional Rent that should have been paid for any Lease Year, Tenant shall forthwith pay to Landlord an the aggregate amount equal to one hundred twenty-five percent (125%) of any third party all costs and expenses incurred by Landlord in connection with any such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any All such review or audit audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord audit discloses a deficiency in the payment of Additional Rent and either Tenant agrees, agrees with the result of such audit or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rentmatter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any , and if the amount of such audit discloses a deficiency in the payment of Additional Rent of more than exceeds five percent (5%)) of the Additional Rent that should have been paid for any Lease Year, Tenant shall forthwith pay to Landlord an the aggregate amount equal to one hundred twenty-five percent (125%) of any third party all costs and expenses incurred by Landlord in connection with any such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, ; at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its any prospective lenderslender, provided that Landlord shall direct such lenders lender to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Fuel Revenues and all Gross Non-Fuel Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Fuel Revenues and Gross Non-Fuel Revenues for such Lease Year. Landlord, at its own expense, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any All such review or audit audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord audit discloses a deficiency in the payment of Additional Rent and and, either Tenant agrees, agrees with the result of such audit or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rentmatter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased each Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Hotel Sales and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues Total Hotel Sales for such Property for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's and the Manager's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five four percent (54%)) of the Total Hotel Sales reported by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional the Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property Senior Housing Properties in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any All such review or audit audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord audit discloses a deficiency in the payment of Additional Rent and either Tenant agrees, agrees with the result of such audit or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rentmatter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any , and if the amount of such audit discloses a deficiency in the payment of Additional Rent of more than exceeds five percent (5%)) of the Additional Rent that should have been paid for any Lease Year, Tenant shall forthwith pay to Landlord an the aggregate amount equal to one hundred twenty-five percent (125%) of any third party all costs and expenses incurred by Landlord in connection with any such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property Senior Housing Properties in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Net Patient Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Net Patient Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s Certificate Certificates referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any , and if the amount of such audit discloses a deficiency in the payment of Additional Rent of more than exceeds five percent (5%)) of the Additional Rent that should have been paid for any Lease Year, Tenant shall forthwith pay to Landlord an the aggregate amount equal to one hundred twenty-five percent (125%) of any third party all costs and expenses incurred by Landlord in connection with any such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Fuel Revenues and all Gross Non-Fuel Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Fuel Revenues and Gross Non-Fuel Revenues for such Lease Year. Landlord, at its own expense, shall have the right, exercisable by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any All such review or audit audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord audit discloses a deficiency in the payment of Additional Rent and and, either Tenant agrees, agrees with the result of such audit or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rentmatter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; providedPROVIDED, howeverHOWEVER, that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article ARTICLE 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section SECTION 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilizeSection 3.1.2(d) of the TA Lease is hereby amended by inserting the following prior to the last paragraph thereof: “With respect to a Property subject to a TA Franchise Agreement, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, Landlord shall have the right, exercisable by Notice to Tenant, to review require Tenant to engage, at Tenant’s books cost and records and/or to retain expense, an independent certified public accounting firm of Landlord’s choice accountant to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns)above. Landlord Tenant shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable OfficerLandlord’s Certificate (or in the case of an audit after a review, promptly following completion of the review) Notice and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, Landlord shall, at Landlord’s option, either grant Tenant a credit against Additional Rent next coming due in, or pay to Tenant an amount equal to to, the amount of such overpayment against Additional Rent next coming due in the amount of such differenceoverpayment, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. In the event an audit demonstrates a variance of less than 1% from the information set forth in the Officer’s Certificate referred to in subparagraph (c) above, Landlord shall reimburse Tenant for the actual out of pocket audit costs incurred by Tenant. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.”

Confirmation of Additional Rent. Tenant Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property and all Capital Additions relating to each Added Facility in accordance with its usual and customary practices and in all material respects in accordance with GAAP, GAAP which will accurately record all Gross Revenues for each Added Facility and Tenant Lessee shall retain, retain for at least three seven (37) years after the expiration of each Lease Year, Year reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease YearYear for each Added Facility. LandlordLessor, at its own expenseexpense except as provided hereinbelow, shall have the right, exercisable right from time to time by Notice to Tenantits accountants or representatives, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, Section 3.2 and in connection with any such audit, review and/or audit to examine TenantLessee’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin ) subject to any prohibitions or limitations on disclosure of any such review data under applicable law or audit regulations including any duly enacted “Patients’ Xxxx of Rights” or similar legislation, or as soon as reasonably possible following its receipt may be necessary to preserve the confidentiality of the applicable Officer’s Certificate (or in Facility-patient relationship and the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operationsphysician-patient privilege. If any such review of Tenant’s books and records by Landlord and/or audit discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant Lessee shall forthwith pay to Landlord Lessor the amount of such the deficiency together with interest thereon at the Interest Overdue Rate compounded monthly from the date such when said payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such review and/or audit discloses that Tenant paid more Additional Rent the Gross Revenues actually received by Lessee for any Lease Year exceed those reported by Lessee by more than was due hereunderTwo Percent (2%), and Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such audit, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, Landlord Lessee shall pay the unapplied balance costs of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22and/or audit. Any proprietary information obtained by Landlord with respect to Tenant Lessor pursuant to the provisions of this Agreement such review and/or audit shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation or arbitration proceedings between the parties and except further that Landlord Lessor may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreementpurchasers.”

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, shall have the right, exercisable by Notice to Tenant, to review Tenant’s 's books and records and/or to retain an independent public accounting firm of Landlord’s 's choice to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s 's Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s 's business operations. If any such review of Tenant’s 's books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such audit, Landlord shall, at Landlord’s 's option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Hotel Sales and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues Total Hotel Sales for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five percent (5%)) of Additional Rent paid by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional the Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section SECTION 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual 16 18 and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Hotel Sales and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues Total Hotel Sales for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five percent (5%)) of Additional Rent paid by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional the Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause ------------------------------- to be utilized, an accounting system for the Collective Leased Property Properties in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expenseexpense except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's and the Manager's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, and either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five three percent (53%)) of the Gross Revenues reported by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant or the Manager pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall ------------- survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Hotel Sales and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues Total Hotel Sales for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five percent (5%)) of Additional Rent paid by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional the Rent next coming due in the amount 31 of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Hotel Sales and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues Total Hotel Sales for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five percent (5%)) of Additional Rent paid by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional the Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation 24 between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Collective Leased Property Properties in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Revenues, and shall employ Ernst & Young LLP or other independent accountants reasonably acceptable to Landlord, and Tenant shall retain, for at least three five (35) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Total Revenues for such Lease Year. Landlord, at its own expenseexpense except as provided hereinbelow, shall have the right, exercisable right from time to time by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice its accountants or representatives to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above or the year-end certificate referred to in subparagraph (d) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records (upon reasonable notice during customary business hours) with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin ) subject to any prohibitions or limitations on disclosure of any such review data under applicable law or audit regulations, including such limitations as soon as reasonably possible following its receipt may be necessary to preserve the confidentiality of the applicable Officer’s Certificate (facility-patient relationship and the physician-patient privilege and/or other similar privilege or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereofconfidentiality obligations. If any such audit discloses a deficiency in that the payment of Additional Rent, Total Revenues actually received by Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined for any Lease Year exceed those reported by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of Tenant by more than five three percent (53%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) the reasonable cost of any third party costs incurred by Landlord in connection with such auditaudit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, provided no Event of Default has occurred and Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditis continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at . If such a credit cannot be made because the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date Term has expired before such credit can be effected, provided that no Event of Default has occurred and is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Termcontinuing, Landlord shall pay the unapplied balance amount of such credit difference to Tenant. If an Event of Default has occurred, together with interest at the Interest Rate, which interest Landlord shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant apply such amounts to amounts due and owing under this Agreement and to the provisions costs of Article 22collection of the same and shall pay any excess to Tenant. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Hotel Sales and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues Total Hotel Sales for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's and the Manager's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five four percent (54%)) of the Total Hotel Sales reported by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional the Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, generally accepted accounting principles which will accurately record all Gross Revenues and Tenant Lessee shall retain, retain for at least three (3) years after the expiration of each Lease Year, Fiscal Year (and in any event until the reconciliation described in Section 3.2 above for such Fiscal Year has been made) reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Fiscal Year. LandlordLessor, at its own expenseexpense except as provided hereinbelow, shall have the right, exercisable right from time to time by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice its accountants or representatives to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, Section 3.2 and in connection with any such audit, audits to examine Tenant’s books and Lessee's records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin ) subject to any prohibitions or limitations on disclosure of any such review data under applicable law or audit regulations including without limitation any duly enacted "Patients' Xxxx of Rights" or similar legislation, including such limitations as soon as reasonably possible following its receipt may be necessary to preserve the confidentiality of the applicable Officer’s Certificate (or in Facility-patient relationship and the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereofphysician-patient privilege. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and Landlord either Lessee agrees with the result of such audit or such overpayment shall have been the matter is compromised or determined by arbitration if Landlord does not agree with such auditunder the provisions of this Lease, Landlord shall, at Landlord’s option, either grant Tenant a credit or Lessee shall forthwith pay to Tenant an amount equal to Lessor the amount of such overpayment against Additional Rent next coming due in the amount of such differencedeficiency, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue Overdue Rate from the time date when said payment should have been made to the date of payment by Tenant until the date such credit is applied or paid, as the case may bethereof; provided, however, thatthat as to any audit that is commenced more than two (2) years after the date Gross Revenues for any Fiscal Year are reported by Lessee to Lessor, upon the expiration deficiency, if any, with respect to such Gross Revenues shall bear interest as permitted herein only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or sooner termination wilful misconduct on the part of Lessee. If any such audit discloses that the TermGross Revenues actually received by Lessee for any Fiscal Year exceed those reported by Lessee by more than 2%, Landlord Lessee shall pay the unapplied balance reasonable cost of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22and examination. Any proprietary information obtained by Landlord with respect to Tenant Lessor pursuant to the provisions of this Agreement Section shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation or arbitration proceedings between the parties and except further that Landlord Lessor may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidentialor purchasers. The obligations of Tenant and Landlord Lessee contained in this Section 3.1.2 section shall survive the expiration or earlier termination of this AgreementLease.

Confirmation of Additional Rent. Tenant shall utilize, or cause ------------------------------- to be utilized, an accounting system for the Collective Leased Property Properties in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Hotel Sales and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues Total Hotel Sales for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's and the Manager's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five four percent (54%)) of the Total Hotel Sales reported by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional the Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall ------------- survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause ------------------------------- to be utilized, an accounting system for the Collective Leased Property Properties in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expenseexpense except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's and the Manager's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, and either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five three percent (53%)) of the Gross Revenues reported by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant or the Manager pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 ------------- shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Hotel Sales and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues Total Hotel Sales for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives, to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional RentRent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five percent (5%)) of Additional Rent paid by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.the

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Collective Leased Property Properties in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Revenues, and shall employ Ernst & Young LLP or other independent accountants reasonably acceptable to Landlord, and Tenant shall retain, for at least three five (35) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Total Revenues for such Lease Year. Landlord, at its own expenseexpense except as provided hereinbelow, shall have the right, exercisable right from time to time by Notice to Tenant, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice its accountants or representatives to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above or the year-end certificate referred to in subparagraph (d) above and, in connection with any such auditaudits, to examine Tenant’s 's books and records (upon reasonable notice during customary business hours) with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin ) subject to any prohibitions or limitations on disclosure of any such review data under applicable law or audit regulations, including such limitations as soon as reasonably possible following its receipt may be necessary to preserve the confidentiality of the applicable Officer’s Certificate (facility-patient relationship and the physician- patient privilege and/or other similar privilege or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereofconfidentiality obligations. If any such audit discloses a deficiency in that the payment of Additional Rent, Total Revenues actually received by Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined for any Lease Year exceed those reported by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of Tenant by more than five three percent (53%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) the reasonable cost of any third party costs incurred by Landlord in connection with such auditaudit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, provided no Event of Default has occurred and Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditis continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at . If such a credit cannot be made because the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date Term has expired before such credit can be effected, provided that no Event of Default has occurred and is applied or paid, as the case may be; provided, however, that, upon the expiration or sooner termination of the Termcontinuing, Landlord shall pay the unapplied balance amount of such credit difference to Tenant. If an Event of Default has occurred, together with interest at the Interest Rate, which interest Landlord shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant apply such amounts to amounts due and owing under this Agreement and to the provisions costs of Article 22collection of the same and shall pay any excess to Tenant. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

Confirmation of Additional Rent. Tenant Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, GAAP which will accurately record all Gross Revenues and Tenant Lessee shall retain, retain for at least three five (35) years after the expiration of each Lease Year, Year reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. LandlordLessor, at its own expenseexpense except as provided hereinbelow, shall have the right, exercisable right from time to time by Notice to Tenantits accountants or representatives, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, Section 3.2 and in connection with any such audit, review and/or audit to examine Tenant’s books and Lessee's records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin ) subject to any prohibitions or limitations on disclosure of any such review date under applicable law or audit regulations including any duly enacted Patients' Xxxx of Rights or similar legislation, or as soon as reasonably possible following its receipt may be necessary to preserve the confidentiality of the applicable Officer’s Certificate (or in Facility-patient relationship and the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operationsphysician- patient privilege. If any such review of Tenant’s books and records by Landlord and/or audit discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant Lessee shall forthwith pay to Landlord Lessor the amount of such the deficiency together with interest thereon at the Interest Overdue Rate compounded monthly from the date such when said payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such audit, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of more than five percent (5%), Tenant shall forthwith pay to Landlord an amount equal to one hundred twenty-five percent (125%) of any third party costs incurred by Landlord in connection with such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such audit, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided, however, thatthat any dispute concerning such deficiency shall be resolved through an arbitration proceeding reasonably approved by the parties; provided, upon further, that as to any audit that is commenced more than two (2) years after the expiration date Gross Revenues for any Lease Year are reported by Lessee to Lessor, the deficiency, if any, with respect to such Gross Revenues shall bear interest as permitted herein only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or sooner termination wilful misconduct on the part of Lessee. If any such review and/or audit discloses that the TermGross Revenues actually received by Lessee for any Lease Year exceed those reported by Lessee by more than two percent (2%a), Landlord Lessee shall pay the unapplied balance costs of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22and/or audit. Any proprietary information obtained by Landlord with respect to Tenant Lessor pursuant to the provisions of this Agreement such review and/or audit shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation or arbitration proceedings between the parties and except further that Landlord Lessor may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreementpurchasers.

Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Collective Leased Property Properties in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues Total Hotel Sales and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues Total Hotel Sales for such Lease Year. Landlord, at its own expenseexpense except as provided hereinbelow, shall have the right, exercisable by Notice to TenantTenant within one (1) year after receipt of the applicable Officer's Certificate, to review Tenant’s books and records and/or to retain an independent public accounting firm of Landlord’s choice by its accountants or representatives to audit the information set forth in the Officer’s 's Certificate referred to in subparagraph (c) above and, in connection with any such auditaudits, to examine Tenant’s 's and the Manager's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin any such review or audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate (or in the case of an audit after a review, promptly following completion of the review) and shall complete such review or audit as soon as reasonably possible thereafter. Any such review or audit shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such review of Tenant’s books and records by Landlord discloses a deficiency in the payment of Additional Rent and Tenant agrees, or the decision of any arbitration shall have been that there shall have been a deficiency in payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of such deficiency together with interest at the Interest Rate from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent, and either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as determined by such auditfinally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses a deficiency in the payment of Additional Rent of deficiency, as agreed upon or compromised as aforesaid, is more than five three percent (53%)) of the Total Hotel Sales reported by Tenant for such Lease Year and, Tenant shall forthwith pay to as a result, Landlord an amount equal to one hundred twentydid not receive at least ninety-five percent (12595%) of any third party costs incurred by Landlord in connection the Additional Rent payable with respect to such auditLease Year, Tenant shall pay the reasonable cost of such audit and examination. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or such overpayment shall have been determined by arbitration if Landlord does not agree with such auditthe matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either shall grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided. If such a credit cannot be made because the Term has expired before the credit can be applied in full, however, that, upon the expiration or sooner termination provided no Event of the TermDefault has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit or a Landlord review shall be settled by arbitration pursuant to the provisions of Article 22. Any proprietary information obtained by Landlord with respect to Tenant or the Manager pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct and obtain the agreement of such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.