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 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. LessorLandlord, at its expense (own expense, except as provided hereinbelow)herein below, shall have the right from time right, exercisable by Notice to time, upon prior written notice Tenant within two (2) years after receipt of the applicable Officer's Certificate referred to Lessee and Managerin clause (ii) above, by its accountants or representatives to audit the information that formed the basis for the data set forth in any such Officer’s 's Certificate provided under Subsection 3.1(d) and, in connection with such audits, to examine all Lessee’s Tenant's books and records with respect thereto (including supporting data and sales and excise tax returns). (iv) reasonably required to verify Adjustments of Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; provided, however that Lessor may only inspect . If the certificate or audit records described in Manager’s possession subject to the terms of Lessee’s access thereto under the Management Agreement. If Section 3.1(b)(ii), or any such audit described in Section 3.1(b)(iii), discloses a deficiency in the payment of Percentage RentRent and any differences between the parties are resolved (which, and either Lessee agrees absent the parties' agreement shall be determined pursuant to arbitration in accordance with the result of such audit or the matter is otherwise determined or compromisedSchedule 15.4), 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; providedInterest 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 deficiency, as determined or agreed upon or compromised as aforesaid, is more than four percent (4%) of the Receipts reported by Tenant for such Lease Year and, as a result, Landlord did not receive at least ninety-five percent (95%) of the Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (3%)payable with respect to such Lease Year, Lessee Tenant shall pay the reasonable cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to If the provisions certificate or audit described in Section 3.1(b)(ii), or any audit described in Section 3.1(b)(iii), discloses a overpayment of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in Percentage Rent and any litigation differences between the parties are resolved (which, absent the parties' agreement shall be determined pursuant to arbitration in accordance with Schedule 15.4), then (provided no Event of Default has occurred and except further that Lessor may disclose is continuing) Landlord shall grant Tenant a credit equal to the amount of such information overpayment against the Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate accruing from the date of payment by Tenant until the date such credit is applied. If such credit cannot be made because the Term has expired prior to prospective lenders. The obligations application in full thereof, then (provided no Event of Lessee contained in this Section shall survive the expiration or earlier termination of Default has occurred and is continuing and provided Tenant has paid all amounts required under this Lease), Landlord shall repay the unapplied balance of such credit to Tenant.

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 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, 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 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 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 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 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 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 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 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. (a) In the event that Lessee determines that the Percentage Rent paid with respect to any Lease Year (after giving effect to any refund that has or will be paid pursuant to Section 3.1(b)(ii)) exceeded the amount of Percentage Rent actually due for such Lease Year (such overage being the “Excess Percentage Rent”), Lessee shall promptly notify Lessor of such fact and shall deliver a new CFO Certificate (the “Revised Certificate”) setting forth the corrected calculations of the Percentage Rent due for such Lease Year and identifying the amount of the Excess Percentage Rent. Upon Lessor’s reasonable verification of the information set forth in the Revised Certificate, Lessor shall refund to Lessee the Excess Percentage Rent. Notwithstanding anything to the contrary contained herein, in no event shall Lessor have any obligation under this Section 3.4(a) to refund any Excess Percentage Rent if Lessor has not received the Revised Certificate by March 31 of the year following the Lease Year for which the Excess Percentage Rent was paid. (b) Lessee shall record Gross Revenues in order to provide an audit trail and shall utilize, or cause to be utilized, an accounting system for the Leased Property CREZ Assets in accordance with its usual and customary practices, and in accordance with generally accepted accounting principles, the FERC Uniform System of Accounts that will accurately record all data necessary to compute Percentage Rent, and . Lessee shall retainretain and shall allow Lessor and its representatives to have reasonable access to, 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 Years. Lessor, at its expense Lease Years and to otherwise file or defend tax returns and reports to any Regulatory Authority. (except as provided hereinbelow), c) Lessor shall have the right from time to time, upon prior written notice time to Lessee and Manager, by cause its accountants or representatives to conduct an inspection, examination and/or audit the information that formed the basis for the data set forth in any Officer(a “Lessor’s Certificate provided under Subsection 3.1(dAudit”) and, in connection with such audits, to examine of all of Lessee’s records (records, including supporting data and data, sales and excise tax returns) returns and the records described in Section 3.4(b), reasonably required to complete such 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 AgreementApplicable Laws and governmental requirements. 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 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.the

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, 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 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. 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 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 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 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 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 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 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 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 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 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 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 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. (a) In the event that Lessee determines that the Percentage Rent paid with respect to any Lease Year exceeded the amount of Percentage Rent actually due for such Lease Year (such overage being the “Excess Percentage Rent”), Lessee shall promptly notify Lessor of such fact and shall deliver a new CFO Certificate (the “Revised Certificate”) setting forth the corrected calculations of the Percentage Rent due for such Lease Year and identifying the amount of the Excess Percentage Rent. Upon Lessor’s reasonable verification of the information set forth in the Revised Certificate, Lessor shall refund to Lessee the Excess Percentage Rent. Notwithstanding anything to the contrary contained herein, in no event shall Lessor have any obligation under this Section 3.3(a) to refund any Excess Percentage Rent if Lessor has not received the Revised Certificate by March 31 of the year following the Lease Year for which the Excess Percentage Rent was paid. (b) Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property Xxxxxxx/Xxxxx/Xxxxxxx Assets in accordance with its usual and customary practices, and in accordance with generally accepted accounting principlesthe FERC Uniform System of Accounts, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retainretain and shall allow Lessor and its representatives to have reasonable access to, 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 Years. Lessor, at its expense Lease Years and to otherwise file or defend tax returns and reports to any Regulatory Authority. (except as provided hereinbelow), c) Lessor shall have the right from time to time, upon prior written notice time to Lessee and Manager, by cause its accountants or representatives to conduct an inspection, examination and/or audit the information that formed the basis for the data set forth in any Officer(a “Lessor’s Certificate provided under Subsection 3.1(dAudit”) and, in connection with such audits, to examine of all of Lessee’s records (records, including supporting data and data, sales and excise tax returns) returns and the records described in Section 3.3(b), reasonably required to complete such Lessor’s Audit and to verify Percentage XXXXXXX/XXXXX/XXXXXXX ASSETS LEASE AGREEMENT Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; providedapplicable laws, 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 Agreementregulations and governmental requirements. 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. In addition to the amounts described above in this Section 3.3(c), however, that as to if any audit that is commenced more than two (2) years after Lessor’s Audit discloses a deficiency in the date payment of Percentage Rent for any Fiscal Year is reported by Lessee to Lessorwhich, as finally agreed or determined, exceeds 3% of 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%)amount paid, Lessee shall pay the cost costs of Lessor’s Audit. In no event shall Lessor undertake a Lessor’s Audit after March 31 of the second year following the Lease Year for which such audit and examination. is requested. (d) Any proprietary information 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 or arbitration between the parties Parties and except further that Lessor may disclose such information to lenders and investors, including prospective lenders. The obligations lenders or investors and to any other persons to whom disclosure is necessary or appropriate to comply with Applicable Laws, regulations and governmental requirements and to comply with any reporting requirements applicable to Lessor or Lessee under any applicable securities laws or regulations or any listing requirements of Lessee contained any applicable securities exchange. (e) Any dispute as to the existence or amount of any deficiency in this 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 shall survive the expiration or earlier termination of this Lease13.7.

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 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. (a) Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual GAAP and customary practices, and in accordance with generally accepted accounting principlesthe 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(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), b) Lessor 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 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 Lessor's Audit that is commenced more than two one (21) years year after the date Percentage Rent for end of any Fiscal Year is reported by Lessee to LessorLease Year, 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 In addition to the amounts described above in this Section 3.2(b), if any such audit Lessor's Audit discloses that a deficiency in -------------- the payment of Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (which, as finally agreed or determined, exceeds 3%), Lessee shall pay the cost costs of the portion of Lessor's Audit allocable to the determination of Gross Revenues (the "Revenue Audit"). In no event shall Lessor ------------- undertake a Lessor's Audit more than five (5) years after the last day of the Lease Year for which such audit and examination. is requested. (c) 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. lenders and investors and to any other persons to whom disclosure is necessary or appropriate to comply with applicable laws, regulations and government requirements. (d) The obligations of Lessee and Lessor 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 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 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 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. (a) In the event that Lessee determines that the Percentage Rent paid with respect to any Lease Year exceeded the amount of Percentage Rent actually due for such Lease Year (such overage being the “Excess Percentage Rent”), Lessee shall promptly notify Lessor of such fact and shall deliver a new CFO Certificate (the “Revised Certificate”) setting forth the corrected calculations of the Percentage Rent due for such Lease Year and identifying the amount of the Excess Percentage Rent. Upon Lessor’s reasonable verification of the information set forth in the Revised Certificate, Lessor shall refund to Lessee the Excess Percentage Rent. Notwithstanding anything to the contrary contained herein, in no event shall Lessor have any obligation under this Section 3.3(a) to refund any Excess Percentage Rent if Lessor has not received the Revised Certificate by March 31 of the year following the Lease Year for which the Excess Percentage Rent was paid. ERCOT TRANSMISSION ASSETS LEASE AGREEMENT (b) Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property ERCOT Transmission Assets in accordance with its usual and customary practices, and in accordance with generally accepted accounting principlesthe FERC Uniform System of Accounts for electric utilities, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retainretain and shall allow Lessor and its representatives to have reasonable access to, 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 Years. Lessor, at its expense Lease Years and to otherwise file or defend tax returns and reports to any Regulatory Authority. (except as provided hereinbelow), c) Lessor shall have the right from time to time, upon prior written notice time to Lessee and Manager, by cause its accountants or representatives to conduct an inspection, examination and/or audit the information that formed the basis for the data set forth in any Officer(a “Lessor’s Certificate provided under Subsection 3.1(dAudit”) and, in connection with such audits, to examine of all of Lessee’s records (records, including supporting data and data, sales and excise tax returns) returns and the records described in Section 3.3(b), reasonably required to complete such Lessor’s Audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; providedapplicable laws, 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 Agreementregulations and governmental requirements. 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. In addition to the amounts described above in this Section 3.3(c), however, that as to if any audit that is commenced more than two (2) years after Lessor’s Audit discloses a deficiency in the date payment of Percentage Rent for any Fiscal Year is reported by Lessee to Lessorwhich, as finally agreed or determined, exceeds 3% of 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%)amount paid, Lessee shall pay the cost costs of Lessor’s Audit. In no event shall Lessor undertake a Lessor’s Audit after March 31 of the second year following the Lease Year for which such audit and examination. is requested. (d) Any proprietary information 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 or arbitration between the parties Parties and except further that Lessor may disclose such information to lenders and investors, including prospective lenders. lenders or investors and to any other persons to whom disclosure is necessary or appropriate to comply with applicable laws, regulations and governmental requirements and to comply with any reporting requirements applicable to Lessor or Lessee under any applicable securities laws or regulations or any listing requirements of any applicable securities exchange. (e) The obligations of Lessee and Lessor contained in this Section 3.3 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 Lessor’s Audit shall, if not otherwise settled by the Parties, be submitted to arbitration pursuant to the provisions of Section 13.7.

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 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 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 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) 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 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 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. (a) In the event that Lessee determines that the Percentage Rent paid with respect to any Lease Year exceeded the amount of Percentage Rent actually due for such Lease Year (such overage being the “Excess Percentage Rent”), Lessee shall promptly notify Lessor of such fact and shall deliver a new CFO Certificate (the “Revised Certificate”) setting forth the corrected calculations of the Percentage Rent due for such Lease Year and identifying the amount of the Excess Percentage Rent. Upon Lessor’s reasonable verification of the information set forth in the Revised Certificate, Lessor shall refund to Lessee the Excess Percentage Rent. Notwithstanding anything to the contrary contained herein, in no event shall Lessor have any obligation under this Section 3.3(a) to refund any Excess Percentage Rent if Lessor has not received the Revised Certificate by March 31 of the year following the Lease Year for which the Excess Percentage Rent was paid. CREZ ASSETS LEASE AGREEMENT (b) Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property CREZ Assets in accordance with its usual and customary practices, and in accordance with generally accepted accounting principlesthe FERC Uniform System of Accounts for electric utilities, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retainretain and shall allow Lessor and its representatives to have reasonable access to, 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 Years. Lessor, at its expense Lease Years and to otherwise file or defend tax returns and reports to any Regulatory Authority. (except as provided hereinbelow), c) Lessor shall have the right from time to time, upon prior written notice time to Lessee and Manager, by cause its accountants or representatives to conduct an inspection, examination and/or audit the information that formed the basis for the data set forth in any Officer(a “Lessor’s Certificate provided under Subsection 3.1(dAudit”) and, in connection with such audits, to examine of all of Lessee’s records (records, including supporting data and data, sales and excise tax returns) returns and the records described in Section 3.3(b), reasonably required to complete such Lessor’s Audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; providedapplicable laws, 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 Agreementregulations and governmental requirements. 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. In addition to the amounts described above in this Section 3.3(c), however, that as to if any audit that is commenced more than two (2) years after Lessor’s Audit discloses a deficiency in the date payment of Percentage Rent for any Fiscal Year is reported by Lessee to Lessorwhich, as finally agreed or determined, exceeds 3% of 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%)amount paid, Lessee shall pay the cost costs of Lessor’s Audit. In no event shall Lessor undertake a Lessor’s Audit after March 31 of the second year following the Lease Year for which such audit and examination. is requested. (d) Any proprietary information 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 or arbitration between the parties Parties and except further that Lessor may disclose such information to lenders and investors, including prospective lenders. lenders or investors and to any other persons to whom disclosure is necessary or appropriate to comply with applicable laws, regulations and governmental requirements and to comply with any reporting requirements applicable to Lessor or Lessee under any applicable securities laws or regulations or any listing requirements of any applicable securities exchange. (e) The obligations of Lessee and Lessor contained in this Section 3.3 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 Lessor’s Audit shall, if not otherwise settled by the Parties, be submitted to arbitration pursuant to the provisions of Section 13.7. CREZ ASSETS LEASE AGREEMENT

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 lenders. The obligations of Lessee contained in this Section shall survive the expiration lenders or earlier termination of this Leasepurchasers.

Confirmation of Percentage Rent. (a) In the event that Lessee determines that the Percentage Rent paid with respect to any Lease Year exceeded the amount of Percentage Rent actually due for such Lease Year (such overage being the “Excess Percentage Rent”), Lessee shall promptly notify Lessor of such fact and shall deliver a new CFO Certificate (the “Revised Certificate”) setting forth the corrected calculations of the Percentage Rent due for such Lease Year and identifying the amount of the Excess Percentage Rent. Upon Lessor’s reasonable verification of the information set forth in the Revised Certificate, Lessor shall refund to Lessee the Excess Percentage Rent. Notwithstanding anything to the contrary contained herein, in no event shall Lessor have any obligation under this Section 3.3(a) to refund any Excess Percentage Rent if Lessor has not received the Revised Certificate by March 31 of the year following the Lease Year for which the Excess Percentage Rent was paid. (b) Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property Xxxxxxx/Xxxxx/Xxxxxxx Assets in accordance with its usual and customary practices, and in accordance with generally accepted accounting principlesthe FERC Uniform System of Accounts for electric utilities, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retainretain and shall allow Lessor and its representatives to have reasonable access to, 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 Years. Lessor, at its expense Lease Years and to otherwise file or defend tax returns and reports to any Regulatory Authority. (except as provided hereinbelow), c) Lessor shall have the right from time to time, upon prior written notice time to Lessee and Manager, by cause its accountants or representatives to conduct an inspection, examination and/or audit the information that formed the basis for the data set forth in any Officer(a “Lessor’s Certificate provided under Subsection 3.1(dAudit”) and, in connection with such audits, to examine of all of Lessee’s records (records, including supporting data and data, sales and excise tax returns) returns and the records described in Section 3.3(b), reasonably required to complete such Lessor’s Audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements; providedapplicable laws, 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 Agreementregulations and governmental requirements. 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 XXXXXXX/XXXXX/XXXXXXX ASSETS LEASE AGREEMENT payment thereof. If In addition to the amounts described above in this Section 3.3(c), if any such audit Lessor’s Audit discloses that a deficiency in the payment of Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (which, as finally agreed or determined, exceeds 3%)% of the amount paid, Lessee shall pay the cost costs of Lessor’s Audit. In no event shall Lessor undertake a Lessor’s Audit after March 31 of the second year following the Lease Year for which such audit and examination. is requested. (d) Any proprietary information 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 or arbitration between the parties Parties and except further that Lessor may disclose such information to lenders and investors, including prospective lenders. lenders or investors and to any other persons to whom disclosure is necessary or appropriate to comply with applicable laws, regulations and governmental requirements and to comply with any reporting requirements applicable to Lessor or Lessee under any applicable securities laws or regulations or any listing requirements of any applicable securities exchange. (e) The obligations of Lessee and Lessor contained in this Section 3.3 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 Lessor’s Audit shall, if not otherwise settled by the Parties, be submitted to arbitration pursuant to the provisions of Section 13.7.

Confirmation of Percentage Rent. (a) Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual GAAP and customary practices, and in accordance with generally accepted accounting principlesthe 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(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), b) Lessor 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 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 Lessor's Audit that is commenced more than two one (21) years year after the date Percentage Rent for end of any Fiscal Year is reported by Lessee to LessorLease Year, 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 In addition to the amounts described above in this Section 3.2(b), if any such audit Lessor's Audit discloses that a deficiency in ------------- the payment of Percentage Rent actually due from Lessee for any Fiscal Year exceed those reported by Lessee by more than three percent (which, as finally agreed or determined, exceeds 3%), Lessee shall pay the cost costs of the portion of Lessor's Audit allocable to the determination of Gross Revenues (the "Revenue Audit"). In no event shall Lessor ------------- undertake a Lessor's Audit more than five (5) years after the last day of the Lease Year for which such audit and examination. is requested. (c) 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. lenders and investors and to any other persons to whom disclosure is necessary or appropriate to comply with applicable laws, regulations and government requirements. (d) The obligations of Lessee and Lessor 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, 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 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

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 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.