Common use of Confirmation of Percentage Rent Clause in Contracts

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principles, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such audits, to examine all Lessee’s records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principles, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year semi-annual period (and in any event until the reconciliation described in Subsection 3.1(c3.1(d) for such Fiscal Year period has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Yearsperiod. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such audits, to examine all Lessee’s records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year period is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenderslenders or as required to comply with applicable Legal Requirements, including without limitation, reporting requirements under state and federal securities laws. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesGAAP and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) five years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Lessor's Audit and to compute Percentage Rent for the applicable Fiscal Lease Years. Lessor, at its expense (except as provided hereinbelow), Lessor shall have the right right, for a period of two years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives representatives, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLessor's Audit, and to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to complete Lessor's Audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit Lessor's Audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit Lessor's Audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit Lessor's Audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (determination or reporting of Room Revenue which, as finally agreed or determined, exceeds 3%), Lessee shall pay the cost costs of such audit and examinationthe portion of Lessor's Audit allocable to the determination of Room Revenues (the "Revenue Audit"). Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Lessor's Audit shall, if not otherwise settled by the parties, be submitted to arbitration pursuant to the provisions of Section 40.2.

Confirmation of Percentage Rent. Lessee Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices, practices and in accordance with generally accepted accounting principlesGAAP, that which will accurately record all data necessary to compute Percentage Rent, Total Hotel Sales and Lessee Tenant shall retain, for at least four three (43) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent Total Hotel Sales for the applicable such Fiscal YearsYear. LessorLandlord, at its own expense (except as provided hereinbelow), shall have the right from time right, exercisable by Notice to time, upon prior written notice to Lessee and ManagerTenant given within one hundred eighty (180) days after receipt of the applicable annual statement, by its accountants or representatives to commence within such 180-day period an audit of the information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(dsuch annual statement referred to in subparagraph (c) above and, in connection with such auditsaudit, to examine all Lessee’s Tenant's books and records with respect thereto (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements); provided, however however, that Lessor may only inspect or if Landlord has credible evidence that Tenant has intentionally misrepresented Total Hotel Sales on any such annual statement, the said 180-day period shall commence to run on the date Landlord obtained such credible evidence that Tenant has intentionally misrepresented Total Hotel Sales on any such annual statement. If Landlord does not commence an audit records in Manager’s possession subject within such one hundred eighty (180) day period, such annual statement shall be deemed conclusively to be accepted by Landlord as correct and Landlord shall have no further right to challenge the terms of Lessee’s access thereto under the Management Agreementsame. Landlord shall use commercially reasonable efforts to complete any such audit as soon as practicable. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result of such audit or the matter is otherwise determined or compromiseddetermined, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; providedDisbursement Rate, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by deficiency, as agreed upon or compromised as aforesaid, is more than three percent (3%)) of the Total Hotel Sales reported by Tenant for such Fiscal Year and, Lessee as a result, Landlord did not receive at least ninety-five percent (95%) of the Percentage Rent payable with respect to such Fiscal Year, Tenant shall pay the reasonable cost of such audit and examination. Any proprietary information obtained by Lessor pursuant If any such audit discloses that Tenant paid more Percentage Rent for any Fiscal Year than was due hereunder, and either Landlord agrees with the result of such audit or the matter is otherwise determined Tenant shall be entitled to a credit equal to the provisions amount of this Section such overpayment against Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the 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. If such a credit cannot be treated as confidentialmade because the Term has expired before the credit can be applied in full Landlord shall pay the unapplied balance of such credit to Tenant, except that such information may be usedtogether with interest at the Disbursement Rate, subject to appropriate confidentiality safeguards, in any litigation between which interest shall accrue from the parties and except further that Lessor may disclose such information to prospective lenders. The obligations date of Lessee contained in this Section shall survive payment by Tenant until the expiration or earlier termination date of this Leasepayment from Landlord.

Confirmation of Percentage Rent. Lessee Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices, practices and in accordance with generally accepted accounting principlesGAAP, that which will accurately record all data necessary to compute Percentage Rent, Total Hotel Sales and Lessee Tenant shall retain, for at least four three (43) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent Total Hotel Sales for the applicable such Fiscal YearsYear. LessorLandlord, at its own expense (except as provided hereinbelow), shall have the right from time right, exercisable by Notice to time, upon prior written notice to Lessee and ManagerTenant given within one hundred eighty (180) days after receipt of the applicable annual statement, by its accountants or representatives to commence within such 180-day period an audit of the information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(dsuch annual statement referred to in subparagraph (c) above and, in connection with such auditsaudit, to examine all Lessee’s Tenant's books and records with respect thereto (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements); provided, however however, that Lessor may only inspect or if Landlord has credible evidence that Tenant has intentionally misrepresented Total Hotel Sales on any such annual statement, the said 180-day period shall commence to run on the date Landlord obtained such credible evidence that Tenant has intentionally misrepresented Total Hotel Sales on any such annual statement. If Landlord does not commence an audit records in Manager’s possession subject within such one hundred eighty (180) day period, such annual statement shall be deemed conclusively to be accepted by Landlord as correct and Landlord shall have no further right to challenge the terms of Lessee’s access thereto under the Management Agreementsame. Landlord shall use commercially reasonable efforts to complete any such audit as soon as practicable. If any such audit discloses a deficiency in the payment of Percentage Rent, Landlord shall provide Tenant with a copy of the audit report and either Lessee Tenant agrees with the result of such audit or the matter is otherwise determined or compromiseddetermined, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; providedDisbursement Rate, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by deficiency, as agreed upon or compromised as aforesaid, is more than three percent (3%)) of the Total Hotel Sales reported by Tenant for such Fiscal Year and, Lessee as a result, Landlord did not receive at least ninety-five percent (95%) of the Percentage Rent payable with respect to such Fiscal Year, Tenant shall pay the reasonable cost of such audit and examination. Any proprietary information obtained by Lessor pursuant If any such audit discloses that Tenant paid more Percentage Rent for any Fiscal Year than was due hereunder, and either Landlord agrees with the result of such audit or the matter is otherwise determined Tenant shall be entitled to a credit equal to the provisions amount of this Section such overpayment against Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the 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. If such a credit cannot be treated as confidentialmade because the Term has expired before the credit can be applied in full Landlord shall pay the unapplied balance of such credit to Tenant, except that such information may be usedtogether with interest at the Disbursement Rate, subject to appropriate confidentiality safeguards, in any litigation between which interest shall accrue from the parties and except further that Lessor may disclose such information to prospective lenders. The obligations date of Lessee contained in this Section shall survive payment by Tenant until the expiration or earlier termination date of this Leasepayment from Landlord.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelowherein below), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s Certificate provided during the preceding four (4) Fiscal Years under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all Lessee’s records (including supporting data and sales and excise tax returnsreturns and franchise reports) reasonably required to verify Percentage RentRent (and for no other purpose), subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those exceeds that reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee 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 accordance with generally accepted accounting principlesGAAP and the Uniform System of Accounts, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four (4) five years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s audit and to compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right right, for a period of two years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives representatives, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLandlord’s audit, and to examine all LesseeTenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s audit and to verify the Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such Landlord’s audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result results of such Landlord’s audit or the matter is otherwise determined or compromised, Lessee then Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such Landlord’s audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than determination or reporting of Gross Revenue, which, as finally agreed or determined, exceeds three percent (3%)percent, Lessee Tenant shall pay the cost costs of the portion of Landlord’s audit allocable to the determination of such audit and examinationRevenues. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section 3.2 shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor Landlord may disclose such information to prospective lenders, investors, and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations, and government requirements. The obligations of Lessee Tenant contained in this Section 3.2 shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s audit shall, if not otherwise settled by the parties, be submitted to arbitration.

Confirmation of Percentage Rent. Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property Lessee’s operations at Cypress Premises in accordance with its usual and customary industry practices, and in accordance with generally accepted accounting principlesGAAP, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four five (45) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Lessor’s Audit and to compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Lessor shall have the right right, for a period of two (2) years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives at its cost, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLessor’s Audit, and to examine all Lessee’s records (including supporting data and sales and excise tax returns) reasonably required to complete Lessor’s Audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided. Lessee shall produce all such Lessee records at the Cypress Premises, however that Lessor may only inspect or audit records otherwise in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreementa single location in Vancouver, British Columbia. If any such audit Lessor’s Audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result results of such audit Lessor’s Audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit Lessor’s Audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three determination or reporting of Gross Revenue, which, as finally agreed or determined, exceeds five percent (35%), Lessee shall pay the cost costs of the portion of Lessor’s Audit allocable to the determination of such audit and examinationRevenues (the “Revenue Audit”). Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Lessor’s Audit shall, if not otherwise settled by the parties, be submitted to arbitration.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four five (45) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(cSection 3.1(d) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelowherein below), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and data, sales and excise tax returnsreturns and franchise reports) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed exceeds those reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payments of Percentage Rent as disclosed by Lessor's audit shall, if not otherwise settled by the parties, be submitted to arbitration using the procedures set forth in Article XXXVII hereof.

Confirmation of Percentage Rent. Lessee 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 accordance with generally accepted accounting principlesGAAP and the Uniform System of Accounts, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four (4) five years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s audit and to compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right right, for a period of two years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives representatives, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLandlord’s audit, and to examine all LesseeTenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s audit and to verify the Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such Landlord’s audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result results of such Landlord’s audit or the matter is otherwise determined or compromised, Lessee then Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such Landlord’s audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than determination or reporting of Gross Revenue, which, as finally agreed or determined, exceeds three percent (3%)percent, Lessee Tenant shall pay the cost costs of the portion of Landlord’s audit allocable to the determination of such audit and examinationRevenues. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section 3.3 shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor Landlord may disclose such information to prospective lenders, investors, and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations, and government requirements. The obligations of Lessee Tenant contained in this Section 3.3 shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s audit shall, if not otherwise settled by the parties, be submitted to arbitration.

Confirmation of Percentage Rent. Lessee 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 accordance with generally accepted accounting principlesGAAP and the Uniform System of Accounts, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four (4) five years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s audit and to compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right right, for a period of two years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives representatives, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLandlord’s audit, and to examine all LesseeTenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such Landlord’s audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result results of such Landlord’s audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such Landlord’s audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than determination or reporting of Operating Income, which, as finally agreed or determined, exceeds three percent (3%)percent, Lessee Tenant shall pay the cost costs of the portion of Landlord’s audit allocable to the determination of such audit and examinationOperating Income. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section 3.2 shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor Landlord may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee Tenant contained in this Section 3.2 shall survive the expiration or earlier termination of this LeaseAgreement. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s audit shall, if not otherwise settled by the parties, be submitted to arbitration.

Confirmation of Percentage Rent. Lessee Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices, practices and in accordance with generally accepted accounting principlesGAAP, that which will accurately record all data necessary to compute Percentage Rent, Total Facility Revenues and Lessee Tenant shall retain, for at least four three (43) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent Total Facility Revenues for the applicable such Fiscal YearsYear. LessorLandlord, at its own expense (except as provided hereinbelow), shall have the right from time right, exercisable by Notice to time, upon prior written notice to Lessee and ManagerTenant given within one hundred eighty (180) days after receipt of the applicable annual statement, by its accountants or representatives to commence within such 180-day period an audit of the information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(dsuch annual statement referred to in subparagraph (c) above and, in connection with such auditsaudit, to examine all Lessee’s Tenant's books and records with respect thereto (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements); provided, however however, that Lessor may only inspect or if Landlord has credible evidence that Tenant has intentionally misrepresented Total Facility Revenues on any such annual statement, the said 180-day period shall commence to run on the date Landlord obtained such credible evidence that Tenant has intentionally misrepresented Total Facility Revenues on any such annual statement. If Landlord does not commence an audit records in Manager’s possession subject within such one hundred eighty (180) day period, such annual statement shall be deemed conclusively to be accepted by Landlord as correct and Landlord shall have no further right to challenge the terms of Lessee’s access thereto under the Management Agreementsame. Landlord shall use commercially reasonable efforts to complete any such audit as soon as practicable. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result of such audit or the matter is otherwise determined or compromiseddetermined, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; providedDisbursement Rate, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by deficiency, as agreed upon or compromised as aforesaid, is more than three percent (3%)) of the Total Facility Revenues reported by Tenant for such Fiscal Year and, Lessee as a result, Landlord did not receive at least ninety-five percent (95%) of the Percentage Rent payable with respect to such Fiscal Year, Tenant shall pay the reasonable cost of such audit and examination. Any proprietary information obtained by Lessor pursuant If any such audit discloses that Tenant paid more Percentage Rent for any Fiscal Year than was due hereunder, and either Landlord agrees with the result of such audit or the matter is otherwise determined Tenant shall be entitled to a credit equal to the provisions amount of this Section such overpayment against Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the 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. If such a credit cannot be treated as confidentialmade because the Term has expired before the credit can be applied in full Landlord shall pay the unapplied balance of such credit to Tenant, except that such information may be usedtogether with interest at the Disbursement Rate, subject to appropriate confidentiality safeguards, in any litigation between which interest shall accrue from the parties and except further that Lessor may disclose such information to prospective lenders. The obligations date of Lessee contained in this Section shall survive payment by Tenant until the expiration or earlier termination date of this Leasepayment from Landlord.

Confirmation of Percentage Rent. Lessee Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property Tenant’s operations at Cypress Premises in accordance with its usual and customary industry practices, and in accordance with generally accepted accounting principlesGAAP, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four five (45) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s Audit and to compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right right, for a period of two (2) years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives at its cost, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLandlord’s Audit, and to examine all LesseeTenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s Audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided. Tenant shall produce all such Tenant records at the Cypress Premises, however that Lessor may only inspect or audit records otherwise in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreementa single location in Vancouver, British Columbia. If any such audit Landlord’s Audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result results of such audit Landlord’s Audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit Landlord’s Audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three determination or reporting of Gross Revenue, which, as finally agreed or determined, exceeds five percent (35%), Lessee Tenant shall pay the cost costs of the portion of Landlord’s Audit allocable to the determination of such audit and examinationRevenues (the “Revenue Audit”). Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor Landlord may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s Audit shall, if not otherwise settled by the parties, be submitted to arbitration.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples consistently applied and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, retain for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) Section 3.2 for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. LessorIn the event of a conflict between generally accepted accounting principles and the Uniform System, the Uniform System shall prevail. Lessor (or its accountants or representatives), at its expense (except as provided hereinbelowherein), shall have the right from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives time to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(d) Section 3.2 and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest calculated at the Overdue Rate from the due date when said for the last quarterly payment should have been made of Percentage Rent for the Fiscal Year to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent Rent, shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed exceeds those reported by Lessee by more than three percent (3%)two percent, Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties parties, and except further that Lessor may disclose such information to prospective lenderslenders or purchasers, their respective attorneys, accountants and other representatives, or pursuant to any Legal Requirements. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (310%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenderslenders for the Leased Property. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesGAAP and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Lease Year (and in any event until the reconciliation described in Subsection 3.1(c) for each calendar quarter of such Fiscal Lease Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for each calendar quarter of the applicable Fiscal Lease Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(d3.1(c) and, in connection with such audits, to examine all Lessee’s 's records (including supporting data data, Franchisor reports and sales and excise tax returns) reasonably required to verify Percentage RentRent (and for no other purpose), subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; providedapplicable law. If any such audit discloses an overpayment of Percentage Rent, however that and either Lessor may only inspect agrees with the result of such audit or audit records in Manager’s possession subject the matter is otherwise determined or compromised, Lessor shall forthwith pay to Lessee the terms amount of Lessee’s access thereto under the Management Agreementdeficiency, as finally agreed or determined. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for the final quarter of any Fiscal Lease Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Lease Year exceed those exceeds that reported and paid by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. In no event shall Lessor undertake an audit more than four (4) years after the last day of the Lease Year for which such audit is requested. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders, investors, and underwriters who have a need to know such information and to other Persons to whom disclosure is required by applicable law if such persons are advised of and agree to maintain the confidentiality of such information. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by such audit shall, if not otherwise settled by the parties, be submitted to arbitration pursuant to the provisions of Section 22.2.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principles, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s 's possession subject to the terms of Lessee’s 's access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee 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 accordance with generally accepted accounting principles, GAAP that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four five (45) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to audit and compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right right, for a period of two (2) years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives representatives, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such audits, and to examine all LesseeTenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such Landlord’s audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result results of such Landlord’s audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such Landlord’s audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than determination or reporting of Total Sales, which, as finally agreed or determined, exceeds three percent (3%), Lessee Tenant shall pay the cost costs of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lendersaudit. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s audit shall, if not otherwise settled by the parties, be submitted to arbitration, pursuant to the provisions of Section 19.2.

Confirmation of Percentage Rent. Lessee 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 accordance with generally accepted accounting principlesGAAP and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(dSection 3.1(c) and(i) from time to time by Landlord's accountants or representatives at Landlord's expense (except as provided hereinbelow), in connection or (ii) no more frequently than twice per Fiscal Year, by the accountants of Tenant, with such auditsat least thirty (30) days notice, and shall reimburse Tenant for costs related to an audit performed by Tenant's accountants (except as provided hereinbelow) within sixty (60) days of Landlord's receipt of an invoice from Tenant for these costs. In addition, upon reasonable notice and at its expense, Landlord shall have the right, without limitation, to examine all Lessee’s of Tenant's records (including including, but not limited to, supporting data data, franchisor reports and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit or examination discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee Tenant to LessorLandlord, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of LesseeTenant, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit or examination discloses that the Percentage Rent actually due from Lessee Tenant for any Fiscal Year exceed those reported and paid by Lessee Tenant by more than three percent (3%), Lessee Tenant shall pay the cost of such audit and examination. The audits and examinations contemplated herein are subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor Landlord may disclose such information to prospective lenders. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee 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 accordance with generally accepted accounting principlesGAAP, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four five (45) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s audit and to compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right right, for a period of two (2) years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives representatives, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLandlord’s audit, and to examine all LesseeTenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such Landlord’s audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result results of such Landlord’s audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such Landlord’s audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than determination or reporting of Gross Revenues, which, as finally agreed or determined, exceeds three percent (3%), Lessee Tenant shall pay the cost costs of the portion of Landlord’s audit allocable to the determination of such audit and examinationGross Revenues. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor Landlord may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this Lease.Agreement. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s audit shall, if not otherwise settled by the parties, be submitted to arbitration

Confirmation of Percentage Rent. Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices, practices and in accordance with generally accepted accounting principles, that GAAP which will accurately record all data necessary to compute Percentage Rent, Gross Revenues for each Group 1 Facility and Lessee shall retain, retain for at least four five (45) years after the expiration of each Fiscal applicable Lease Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent Gross Revenues for the applicable Fiscal Yearssuch Lease Year for each Group 1 Facility. Lessor, at its own expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives representatives, to review and/or audit the information that formed the basis for the data set forth in any the Officer’s 's Certificate provided under Subsection 3.1(d) and, referred to in Section 3.2 and in connection with such audits, review and/or audit to examine all Lessee’s Xxxxxx's records with respect thereto (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; providedapplicable law or regulations including any duly enacted "Patients' Bill of Rights" or similar legislation, however that Lessor or as may only inspect or audit records in Manager’s possession subject be necessary to preserve the terms confidentiality of Lessee’s access thereto under the Management AgreementFacility-patient relationship and the physician-patient privilege. If any such review and/or audit discloses a deficiency in the payment of Percentage Additional Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, deficiency together with interest thereon at the Overdue Rate compounded monthly from the date when said payment should have been made to the date of payment thereof; provided, however, that any dispute concerning such deficiency shall be resolved through an arbitration proceeding reasonably approved by the parties; provided, further, that as to any audit that is commenced more than two (2) years after the date Percentage Rent Gross Revenues for any Fiscal Lease Year is are reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent Gross Revenues shall bear interest at the Overdue Rate as permitted herein only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such review and/or audit discloses that the Percentage Rent Gross Revenues actually due from received by Lessee for any Fiscal Lease Year exceed those reported by Lessee by more than three two percent (32%), Lessee shall pay the cost costs of such audit and examinationreview and/or audit. Any proprietary information obtained by Lessor pursuant to the provisions of this Section such review and/or audit shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration proceedings between the parties and except further that Lessor may disclose such information to prospective lenderslenders or purchasers. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.3.5

Confirmation of Percentage Rent. Lessee shall utilize, or cause to be utilized, an the present accounting system for the Leased Property in accordance with its usual and customary practicesor such other system reasonably agreeable to Lessor, and in accordance with generally accepted accounting principles, that will accurately record all data necessary to compute Percentage Rent, and . Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Lease Years. Lessor, at its expense (except as provided hereinbelowbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, if any, by its Lessor's accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(d) pursuant to the Master Lease Agreement and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect Requirements or audit records in Manager’s possession subject to the terms of as otherwise reasonably required by Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided. If Lessee has prepaid or overpaid any Percentage Rent, however, that as Lessor shall immediately pay to any audit that is commenced more than two (2) years after Lessee the date amount by which Lessee prepaid or overpaid the Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, in the deficiency, if any, with respect to such Percentage Rent shall bear interest at manner set forth in the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereofMaster Lease Agreement. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Lease Year exceed those exceeds that reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section 3.2 or otherwise by this Lease shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee and Lessor contained in this Section 3.2 shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. (a) Lessee shall utilize, or cause submit to Lessor within twenty (20) days after the last day of each Quarter a written statement signed and certified by Lessee to be utilizedcorrect, showing Gross Revenues during the preceding Quarter and specifically allocating the amounts attributable to Hotel Revenues and Food & Beverage Revenues and the calculation of Percentage Rent for such period. Lessee shall submit to Lessor within twenty (20) days after the end of each Lease Year a written statement signed and certified by Lessee to be correct, showing Gross Revenues during such preceding Lease Year and the calculation of Percentage Rent for such Lease Year (the “Annual Gross Revenues Report”). In addition, within ninety (90) days after the end of each Lease Year, Lessee will provide to Lessor, at Lessee’s expense, an accounting system audited Statement of Gross Revenues for the Leased Property in accordance with its usual preceding Lease Year (the “Annual Audited Gross Revenues Statement”). Lessee’s monthly and customary practicesannual written statement of Gross Revenues shall contain such detail and breakdown as Lessor may reasonably require. If, after notice from Lessor and in accordance with generally accepted accounting principles, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (the cure period provided for herein, Lessee fails to submit the aforesaid report and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)statement to Lessor when due, reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow)in addition to any other remedies Lessor has, shall have the right from time to timeretain a certified public accountant, upon prior written notice to Lessee and Manager, by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officerat Lessee’s Certificate provided under Subsection 3.1(d) and, in connection with such auditssole expense, to examine prepare such statements and to perform all Lessee’s records (including supporting data inspections and sales and excise tax returns) reasonably required to verify audits related thereto. In the event that either the Annual Gross Revenues Report or Annual Audited Gross Revenues Statement discloses that the actual Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to Rent exceeds the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment prior payments of Percentage Rent, and either Lessee agrees Rent to Lessor with the result of respect to such audit or the matter is otherwise determined or compromisedyear, Lessee shall forthwith pay within thirty (30) days of notice from Lessor remit the difference to Lessor the amount of the deficiency, as finally agreed or determinedLessor, together with interest thereon at the Overdue Base Rate from the date when said payment should have been made to due until paid. In the date event the advance payments of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee paid to Lessor, the deficiency, if any, Lessor with respect to such a calendar year exceed the actual Percentage Rent based upon the Annual Gross Revenues Report or Annual Audited Gross Revenues Statement, Lessor shall bear interest at apply such overpayment to the Overdue Rate only from the date such determination next payment of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of LesseePercentage Rent due hereunder (or, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses event that the Percentage Rent actually due Lease is expired or otherwise terminated, then Lessor shall remit the overpayment to Lessee within thirty (30) days of notice from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%Lessee), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesGAAP and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection SECTION 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(dSECTION 3.1(c) and, in connection with such audits, to examine all Lessee’s records (including supporting data data, franchisor reports and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported and paid by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided during the preceding four (4) Fiscal Years under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returnsreturns and franchise reports) reasonably required to verify Percentage RentRent (and for no other purpose), subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those exceeds that reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. LessorLandlord, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all LesseeTenant’s records (including supporting data data, franchisor reports and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee Tenant to LessorLandlord, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of LesseeTenant, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee Tenant for any Fiscal Year exceed those reported and paid by Lessee Tenant by more than three percent (3%), Lessee Tenant shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor Landlord may disclose such information to prospective lenders. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee Tenant shall utilize, or cause to be utilized, an accounting system for the conduct of its business at the Leased Property in accordance with its usual and customary practices, practices and in accordance with generally accepted accounting principles, that consistently applied, which will accurately record all data necessary to compute Percentage RentNet Patient Revenues, and Lessee shall employ independent accountants reasonably acceptable to Landlord, and Tenant shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the final reconciliation described in Subsection 3.1(csubparagraph (c) above for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent Net Patient Revenues for the applicable such Fiscal YearsYear. LessorLandlord, at its expense (own expense, except as provided hereinbelow)below, shall have the right right, from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives representatives, to audit the information that formed the basis for the data set forth in any the Officer’s 's Certificate provided under Subsection 3.1(dreferred to in subparagraph (b) above and, in connection with such auditsaudit, to examine all Lessee’s Tenant's records with respect thereto (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent), subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; providedapplicable law or regulations, however that Lessor including, without limitation, any duly enacted "Patients' Bill of Rights" or similar legislation and such other limxxxxions as may only inspect or audit records in Manager’s possession subject be necessary to preserve the terms confidentiality of Lessee’s access thereto under the Management AgreementFacility- patient relationship and the physician-patient privilege. If any such audit discloses shall disclose a deficiency in the payment of Percentage Rent, Rent and either Lessee Tenant agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest thereon at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereofBase Rate. If any such audit discloses that the Percentage Rent Net Patient Revenues actually due from Lessee received by Tenant for any Fiscal Year exceed those reported by Lessee Tenant by more than three percent (3%), Lessee Tenant shall pay the reasonable cost of such audit and examinationaudit. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor Landlord may disclose such information to prospective purchasers or lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesGAAP and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) three years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Lessor's Audit and to compute Percentage Rent for the applicable Fiscal Lease Years. Lessor, at its expense (except as provided hereinbelow), Lessor shall have the right right, for a period of two years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives and at Lessor's expense, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLessor's Audit, and to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to complete Lessor's Audit and to verify Percentage RentRent for any Lease Year, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit Lessor's Audit discloses a deficiency in the payment of Percentage RentRent for any Lease Year, and either Lessee agrees with the result of such audit Lessor's Audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit Lessor's Audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3determination or reporting of Room Revenue which, as finally agreed or determined exceeds 10%), Lessee shall pay the cost costs of such audit and examinationthe portion of Lessor's Audit allocable to the determination of Room Revenues (the "Revenue Audit"). Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Lessor's Audit shall, if not otherwise settled by the parties, be submitted to arbitration pursuant to the provisions of Section 40.2.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelowherein below), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s Certificate provided during the preceding four (4) Fiscal Years under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all Lessee’s records (including supporting data and sales and excise tax returnsreturns and franchise reports) reasonably required to verify Percentage RentRent (and for no other purpose), subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those exceeds that reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property Tenant’s operations at the Premises in accordance with its usual and customary industry practices, and in accordance with generally accepted accounting principlesGAAP, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four five (45) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s Audit and to compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right right, for a period of two (2) years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives at its cost, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLandlord’s Audit, and to examine all LesseeTenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s Audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided. Tenant shall produce all such Tenant records at a single location in Gatlinburg, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management AgreementTennessee. If any such audit Landlord’s Audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result results of such audit Landlord’s Audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit Landlord’s Audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three determination or reporting of Gross Revenue, which, as finally agreed or determined, exceeds five percent (35%), Lessee Tenant shall pay the cost costs of the portion of Landlord’s Audit allocable to the determination of such audit and examinationRevenues (the “Revenue Audit”). Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor Landlord may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s Audit shall, if not otherwise settled by the parties, be submitted to arbitration.

Confirmation of Percentage Rent. Lessee Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property Tenant’s operations at Cypress Premises in accordance with its usual and customary industry practices, and in accordance with generally accepted accounting principlesGAAP, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four five (45) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s Audit and to compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right right, for a period of two (2) years - 27 - following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives at its cost, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLandlord’s Audit, and to examine all LesseeTenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s Audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided. Tenant shall produce all such Tenant records at the Cypress Premises, however that Lessor may only inspect or audit records otherwise in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreementa single location in Vancouver, British Columbia. If any such audit Landlord’s Audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result results of such audit Landlord’s Audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit Landlord’s Audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three determination or reporting of Gross Revenue, which, as finally agreed or determined, exceeds five percent (35%), Lessee Tenant shall pay the cost costs of the portion of Landlord’s Audit allocable to the determination of such audit and examinationRevenues (the “Revenue Audit”). Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor Landlord may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s Audit shall, if not otherwise settled by the parties, be submitted to arbitration.

Confirmation of Percentage Rent. Lessee 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 accordance with generally accepted accounting principlesGAAP, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four five (45) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s audit and to compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right right, for a period of two (2) years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives representatives, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLandlord’s audit, and to examine all LesseeTenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such Landlord’s audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result results of such Landlord’s audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such Landlord’s audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than determination or reporting of Gross Revenues, which, as finally agreed or determined, exceeds three percent (3%), Lessee Tenant shall pay the cost costs of the portion of Landlord’s audit allocable to the determination of such audit and examinationGross Revenues. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor Landlord may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this LeaseAgreement. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s audit shall, if not otherwise settled by the parties, be submitted to arbitration.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples consistently applied and the Unifon- n System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, retain for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) Section 3.2 for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. LessorIn the event of a conflict between generally accepted accounting principles and the Uniform System, the Uniform System shall prevail. Lessor (or its accountants or representatives), at its expense (except as provided hereinbelowherein), shall have the right from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives time to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(d) Section 3.2 and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, Ren@ and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest calculated at the Overdue Rate from the due date when said for the last quarterly payment should have been made of Percentage Rent for the Fiscal Year to the date of payment thereof; provided, howeverhowdver, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent Rent, shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the aggregate Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%)two percent, Lessee shall pay the cost of such audit and examination. Any proprietary information infon-nation obtained by Lessor pursuant to the provisions of this Section 3.3 shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties parties, and except further that Lessor may disclose such information to prospective lenderslenders or purchasers, their respective attorneys, accountants and other representatives, or pursuant to any Legal Requirements. The obligations of Lessee contained in this Section 3.3 shall survive the expiration or earlier termination of this Lease. The obligations of Lessor set forth in this Section 3.3 to maintain any proprietary information as confidential shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesGAAP and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection SECTION 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(dSECTION 3.1(c) and, in connection with such audits, to examine all Lessee’s 's records (including supporting data data, franchisor reports and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported and paid by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples consistently applied and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, retain for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) Section 3.2 for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. LessorIn the event of a conflict between generally accepted accounting principles and the Uniform System, the Uniform System shall prevail. Lessor (or its accountants or representatives), at its expense (except as provided hereinbelowherein), shall have the right from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives time to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(d) Section 3.2 and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest calculated at the Overdue Rate from the due date when said for the last quarterly payment should have been made of Percentage Rent for the Fiscal Year to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent Rent, shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three two percent (32%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties parties, and except further that Lessor may disclose such information to prospective lenderslenders or purchasers, their respective attorneys, accountants and other representatives, or pursuant to any Legal Requirements. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) Section 3.2 for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelowherein below), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(d) Section 3.2 and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenderslenders and as may be required for it to comply with its disclosure obligations under applicable corporate and securities laws. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its Lessee’s usual and customary practices, and in accordance with generally accepted accounting principlesprinciples consistently applied and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Year, reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its Lessor’s expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its Lessor’s accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such audits, to and examine all Lessee’s records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee actual Annual Revenues Computations for any Fiscal Year exceed those exceeds that reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenderslenders or as required to comply with applicable Legal Requirements, including without limitation, reporting requirements under state and federal securities laws. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all Lessee’s records (including supporting data data, franchisor reports and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported and paid by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples consistently applied and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee Revenue Computations for any Fiscal Year exceed those exceeds that reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee 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 accordance with generally accepted accounting principlesGAAP and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(dSection 3.1(c) and(i) from time to time by Landlord's accountants or representatives at Landlord's expense (except as provided hereinbelow), in connection or (ii) no more frequently than twice per Fiscal Year, by the accountants of Tenant, with such auditsat least thirty (30) days notice, and shall reimburse Tenant for costs related to an audit performed by Tenant's accountants (except as provided hereinbelow) within sixty (60) days of Landlord's receipt of an invoice from Tenant for these costs. In addition, upon reasonable notice and at its expense, Landlord shall have the right, without limitation, to examine all Lessee’s of Tenant's records (including including, but not limited to, supporting data data, franchisor reports and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit or examination discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee Tenant to LessorLandlord, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of LesseeTenant, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit or examination discloses that the Percentage Rent actually due from Lessee Tenant for any Fiscal Year exceed those reported and paid by Lessee Tenant by more than three percent (3%), Lessee Tenant shall pay the cost of such audit and examination. The audits and examinations contemplated herein are subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor Landlord may disclose such information to prospective lenders. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesGAAP and the Uniform System, that will accurately record all data necessary to compute the amount of Room Revenues and the Percentage Rent, and Lessee shall retain, for at least four (4) five years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) this Section above for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written time at reasonable times on reasonable notice to Lessee and Manager, by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection Section 3.1(d) above and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and data, sales and excise tax returnsreturns and franchise reports) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its Lessee's usual and customary practices, and in accordance with generally accepted accounting principlesprinciples consistently applied and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Year, reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its Lessor's expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its Lessor's accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such audits, to and examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee actual Annual Revenues Computations for any Fiscal Year exceed those exceeds that reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenderslenders or as required to comply with applicable Legal Requirements, including without limitation, reporting requirements under state and federal securities laws. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesGAAP and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection SECTION 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(dSECTION 3.1(c) and, in ----------------------- Lease Agreement connection with such audits, to examine all Lessee’s 's records (including supporting data data, franchisor reports and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported and paid by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary industry practices, and in accordance with generally accepted accounting principlesGAAP, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four five (45) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s Audit and to compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right right, for a period of two (2) years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives representatives, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLandlord’s Audit, and to examine all LesseeTenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s Audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit Landlord’s Audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result results of such audit Landlord’s Audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit Landlord’s Audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than determination or reporting of Gross Revenue, which, as finally agreed or determined, exceeds three percent (3%), Lessee Tenant shall pay the cost costs of the portion of Landlord’s Audit allocable to the determination of such audit and examinationRevenues (the “Revenue Audit”). Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor Landlord may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s Audit shall, if not otherwise settled by the parties, be submitted to arbitration.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Year, reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(d) and, in connection with such audits, by Lessee and to examine all Lessee’s 's records (including supporting data and sales and excise tax returnsreturns and franchise reports) reasonably required to verify Percentage RentRent (and for no other purpose), subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those exceeds that reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Master Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) Section 3.2 for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelowherein below), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(d) Section 3.2 and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.this

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples consistently applied and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, retain for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) Section 3.2 for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. LessorIn the event of a conflict between generally accepted accounting principles and the Uniform System, the Uniform System shall prevail. Lessor (or its accountants or representatives), at its expense (except as provided hereinbelowherein), shall have the right from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives time to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(d) Section 3.2 and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest calculated at the Overdue Rate from the due date when said for the last quarterly payment should have been made of Percentage Rent for the Fiscal Year to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent Rent, shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties parties, and except further that Lessor may disclose such information to prospective lenderslenders or purchasers, their respective attorneys, accountants and other representatives, or pursuant to any Legal Requirements. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) five years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection Section 3.1(d) and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and data, sales and excise tax returnsreturns and franchise reports) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for each calendar quarter of such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for each calendar quarter of the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s 's possession subject to the terms of Lessee’s 's access thereto under the Management Agreement. If any such audit discloses an overpayment of Percentage Rent, and either Lessor agrees with the result of such audit or the matter is otherwise determined or compromised, Lessor shall forthwith pay to Lessee the amount of the deficiency, as finally agreed or determined. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for the final quarter of any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.of

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all Lessee’s 's records (including supporting data data, franchisor reports and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported and paid by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesGAAP and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Lease Year (and in any event until the reconciliation described in Subsection Section 3.1(c) for such Fiscal Lease Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Lease Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(dSection 3.1(c) and, in connection with such audits, to examine all Lessee’s 's records (including supporting data data, Franchisor reports and sales and excise tax returns) reasonably required to verify Percentage RentRent (and for no other purpose), subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreementapplicable law. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Lease Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Lease Year exceed those exceeds that reported and paid by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. In no event shall lessor undertake an audit more than four (4) years after the last day of the Lease Year for which such audit is requested. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders, investors, and underwriters who have a need to know such information and to other Persons to whom disclosure is required by applicable law if such persons are advised of and agree to maintain the confidentiality of such information. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.shall

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) Section 3.1 for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s 's Certificate provided under Subsection 3.1(d) Section 3.1 and, in connection with such audits, to examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (310%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenderslenders for the Leased Property. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee Tenant shall utilize, or cause to be utilized, an accounting system for the conduct of its business at the Leased Property in accordance with its usual and customary practices, practices and in accordance with generally accepted accounting principles, that consistently applied, which will accurately record all data necessary to compute Percentage RentNet Patient Revenues, and Lessee shall employ independent accountants reasonably acceptable to Landlord, and Tenant shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the final reconciliation described in Subsection 3.1(csubparagraph (c) above for such Fiscal Year has been made), reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent Net Patient Revenues for the applicable such Fiscal YearsYear. LessorLandlord, at its expense (own expense, except as provided hereinbelow)below, shall have the right right, from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives representatives, to audit the information that formed the basis for the data set forth in any the Officer’s 's Certificate provided under Subsection 3.1(dreferred to in subparagraph (b) above and, in connection with such auditsaudit, to examine all Lessee’s Tenant's records (with respect thereto including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent), subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; providedapplicable law or regulations, however that Lessor including, without limitation, any duly enacted "Patients' Bill of Rights" or similar legislation and such other lxxxxations as may only inspect or audit records in Manager’s possession subject be necessary to preserve the terms confidentiality of Lessee’s access thereto under the Management AgreementFacility patient relationship and the physician-patient privilege. If any such audit discloses shall disclose a deficiency in the payment of Percentage Rent, Rent and either Lessee Tenant agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest thereon at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereofBase Rate. If any such audit discloses that the Percentage Rent Net Patient Revenues actually due from Lessee received by Tenant for any Fiscal Year exceed those reported by Lessee Tenant by more than three percent (3%), Lessee Tenant shall pay the reasonable cost of such audit and examinationaudit. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor Landlord may disclose such information to prospective purchasers or lenders. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee Tenant shall utilize, utilize or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practicesGAAP, and in accordance with generally accepted accounting principles, that which will accurately record and reflect all data necessary to compute Percentage Rent, Gross Revenues for each Calculation Period and Lessee each Calendar Quarter ending during such Calculation Period. Tenant shall retain, for at least four (4) six years after following the expiration end of each Fiscal Year Calculation Period (and in any event all events until the reconciliation described in Subsection 3.1(c) Section 4.6 for such Fiscal Year Calculation Period has been made), reasonably adequate records conforming to such the aforementioned accounting system showing all data necessary to compute Percentage Rent Gross Revenues for the applicable Fiscal Yearssuch Calculation Period. LessorLandlord, at its expense (own expense, except as provided hereinbelow), shall have the right right, from time to time, upon prior written notice to Lessee and Manager, audit or cause to be audited by its independent accountants or other independent authorized representatives to audit the information that formed the basis for the data set forth in any the Officer’s 's Certificate provided under Subsection 3.1(d) and, regarding Percentage Rent referred to in Section 4.6. In connection with such audits, to examine all Lessee’s Landlord (or such accountants or authorized representatives, as the case may be) may examine, audit and copy Tenant's records with respect thereto (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent), subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; providedapplicable law or regulations, however that Lessor including, without limitation, any duly enacted "Patients' Bill of Rights" or similar legislation and such reasonable limitationx xx may only inspect or audit records in Manager’s possession subject be necessary to preserve the terms confidentiality of Lessee’s access thereto under the Management Agreementhospital-patient relationship and the physician-patient privilege. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate Rate, for the period from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of when such payment thereofis made. If any such audit discloses that Gross Revenues actually received by Tenant for the Percentage Rent actually due from Lessee for any Fiscal Year Calculation Period to which such audit relates exceed those reported by Lessee Tenant by more than three percent (3%)five percent, Lessee Tenant shall pay the cost all of Landlord's costs, charges, fees and expenses related to such audit and examinationaudit. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section 4.5 shall be treated as confidential, except that such information may be usedthat, subject to appropriate confidentiality safeguards, such information may be used in any litigation between the parties Landlord and except further that Lessor Tenant and may disclose such information be disclosed by Landlord to Owner, Landlord's lenders or prospective lenders. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. 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 accordance with generally accepted accounting principlesprinciples consistently applied and the Uniform System, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Year, reasonably adequate records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided hereinbelow), shall have the right from time to time, upon prior written notice to Lessee and Manager, time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such audits, to and examine all Lessee’s 's records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee actual Annual Revenues Computations for any Fiscal Year exceed those exceeds that reported by Lessee by more than three percent (3%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenderslenders or as required to comply with applicable Legal Requirements, including without limitation, reporting requirements under state and federal securities laws. The obligations of Lessee contained in this Section shall survive the expiration or earlier termination of this Lease.

Confirmation of Percentage Rent. Lessee 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 accordance with generally accepted accounting principlesGAAP and the Uniform System of Accounts, that will accurately record all data necessary to compute Percentage Rent, and Lessee Tenant shall retain, for at least four (4) five years after the expiration of each Fiscal Year (and in any event until the reconciliation described in Subsection 3.1(c) for such Fiscal Year has been made)Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s audit and to compute Percentage Rent for the applicable Fiscal YearsLease Year. Lessor, at its expense (except as provided hereinbelow), Landlord shall have the right right, for a period of two years following each Lease Year, from time to time, upon prior written notice to Lessee and Manager, by its accountants or representatives representatives, to audit the such information that formed the basis for the data set forth in any Officer’s Certificate provided under Subsection 3.1(d) and, in connection with such auditsLandlord’s audit, and to examine all LesseeTenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s audit and to verify the Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect or audit records in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If any such Landlord’s audit discloses a deficiency in the payment of Percentage Rent, and either Lessee Tenant agrees with the result results of such Landlord’s audit or the matter is otherwise determined or compromised, Lessee then Tenant shall forthwith pay to Lessor Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Interest Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than two (2) years after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such Landlord’s audit discloses that a deficiency in the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than determination or reporting of Gross Revenue, which, as finally agreed or determined, exceeds three percent (3%)percent, Lessee Tenant shall pay the cost costs of the portion of Landlord’s audit allocable to the determination of such audit and examinationRevenues. Any proprietary information obtained by Lessor Landlord pursuant to the provisions of this Section 3.2 shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor Landlord may disclose such information to prospective lenders, investors, and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations, and government requirements. The obligations of Lessee Tenant contained in this Section shall survive the expiration or earlier termination of this Lease.this