Common use of Confirmation of Percentage Rent Clause in Contracts

Confirmation of Percentage Rent. (a) Tenant shall submit to Landlord on each rental payment date pursuant to Section 3. 1.1 a reasonably detailed schedule (the "Percentage Rent Schedule"), signed and certified by Tenant to be correct, showing the Revenues Computation with respect to the Facility for the preceding Accounting Period and the calculation of the amount of Rent owed on such date (other than Additional Charges) by Tenant or the amount Landlord is required to pay to Tenant for such Accounting Period. Tenant's Percentage Rent Schedule shall clearly indicate how much of the Gross Revenues is comprised by Room Revenues, Food and Beverages Sales and Other Income, and shall contain such detail and breakdown as Landlord may reasonably require. If, after notice from Landlord and the expiration of the cure period provided for in Section 12.1(c) of this Lease, Tenant fails to submit the Percentage Rent Schedule to Landlord when due, Landlord, in addition to any other remedies Landlord has, shall have the right (subject to compliance with the Management Agreement and the Consent and Assignment) to retain an independent certified public accountant, at Tenant's sole expense, to prepare such Percentage Rent Schedule and to perform all inspections and audits related thereto. (b) Tenant shall maintain in accordance with the usual and customary practices of Tenant and in accordance with GAAP during the Term, for the current Fiscal Year and for the immediately preceding Fiscal Year, (i) complete and accurate general books of account, which shall reflect Gross Revenues and which shall include, without limitation, those items set forth and described on Schedule 3.1.3(b) hereof, and (ii) all other original records and ----------------- other pertinent papers that will enable Landlord to determine the Gross Revenues derived by Tenant during the relevant Fiscal Year from Room Revenues, Food and Beverages Sales and Other Income. Such records for the current and most recent Fiscal Year shall be maintained at Tenant's corporate headquarters. The provisions of this Section 3.1.3(b) shall survive the expiration or earlier termination of this Lease for a period of three (3) years thereafter, subject to extension (c) Landlord shall have fifty (50) days after the receipt of the Year End Percentage Rent Schedule to have an independent certified public accountant examine Tenant's records, during regular business hours upon reasonable prior Notice by Landlord, of Room Revenues, Food and Beverages Sales, and/or Other Income for the related Fiscal Year and all other relevant financial information. The acceptance by Landlord of each periodic payment of Percentage Rent shall not prejudice Landlord's right to proceed with such examination as described in the immediately preceding sentence. If Landlord raises no objections within such fifty (50)-day period, the Year End Percentage Rent Schedule shall be deemed to have been accepted by Landlord as true and correct, and Landlord shall have no further right to question its accuracy. If Landlord does raise such an objection, by Notice to Tenant, Landlord shall arrange for an independent certified public accountant to commence such examination within fifty (50) days after the date of such objection and shall cause such audit to be completed no later than one hundred eighty (180) days after Landlord's receipt of the Year End Percentage Rent Schedule. Landlord shall pay all costs and expenses of such audit; provided, however: (i) if such audit discloses that the amount of Percentage Rent was underreported by Tenant by five percent (5%) or more for such Fiscal Year, Tenant shall pay to Landlord, within fifteen (15) days of its receipt of Notice from Landlord, the cost of the audit, as Additional Charges, in addition to any deficiency in Percentage Rent that may be due to Landlord; or (ii) if the audit discloses that the amount of Percentage Rent either was not underreported or was underreported by Tenant by less than five percent (5%), Landlord shall be responsible for all costs associated with the audit and Tenant shall pay, within fifteen (15) days of its receipt of Notice from Landlord, any deficiency in Percentage Rent that may be due to Landlord; or (iii) if the audit discloses that the Percentage Rent was overreported by Tenant for the related Fiscal Year, Landlord shall be responsible for all costs associated with the audit, shall give Tenant Notice of such overreporting within fifteen (15) days of Landlord's receipt of audit results, and shall reimburse the amount of such overpayment to Tenant in cash along with delivery of such Notice to Tenant. The provisions of this Section shall survive the expiration or the earlier termination of this Lease for a period of one (1) year thereafter.

Confirmation of Percentage Rent. (a) Tenant Lessee shall submit to Landlord on Lessor within twenty (20) days after the last day of each rental payment date pursuant to Section 3. 1.1 Quarter a reasonably detailed schedule (the "Percentage Rent Schedule"), written statement signed and certified by Tenant Lessee to be correct, showing the Gross Revenues Computation with respect to the Facility for during the preceding Accounting Period Quarter and specifically allocating the amounts attributable to Hotel Revenues and Food & Beverage Revenues and the calculation of the amount of Percentage Rent owed on such date (other than Additional Charges) by Tenant or the amount Landlord is required to pay to Tenant for such Accounting Periodperiod. Tenant's Lessee shall submit to Lessor within twenty (20) days after the end of each Lease Year a written statement signed and certified by Lessee to be correct, showing Gross Revenues during such preceding Lease Year and the calculation of Percentage Rent Schedule shall clearly indicate how much of for such Lease Year (the “Annual Gross Revenues is comprised by Room RevenuesReport”). In addition, Food within ninety (90) days after the end of each Lease Year, Lessee will provide to Lessor, at Lessee’s expense, an audited Statement of Gross Revenues for the preceding Lease Year (the “Annual Audited Gross Revenues Statement”). Lessee’s monthly and Beverages Sales and Other Income, and annual written statement of Gross Revenues shall contain such detail and breakdown as Landlord Lessor may reasonably require. If, after notice from Landlord Lessor and the expiration of the cure period provided for in Section 12.1(c) of this Leaseherein, Tenant Lessee fails to submit the Percentage Rent Schedule aforesaid report and statement to Landlord Lessor when due, LandlordLessor, in addition to any other remedies Landlord Lessor has, shall have the right (subject to compliance with the Management Agreement and the Consent and Assignment) to retain an independent a certified public accountant, at Tenant's Lessee’s sole expense, to prepare such Percentage Rent Schedule statements and to perform all inspections and audits related thereto. In the event that either the Annual Gross Revenues Report or Annual Audited Gross Revenues Statement discloses that the actual Percentage Rent exceeds the prior payments of Percentage Rent to Lessor with respect to such year, Lessee shall within thirty (30) days of notice from Lessor remit the difference to Lessor, together with interest thereon at the Base Rate from the date due until paid. In the event the advance payments of Percentage Rent paid to Lessor with respect to a calendar year exceed the actual Percentage Rent based upon the Annual Gross Revenues Report or Annual Audited Gross Revenues Statement, Lessor shall apply such overpayment to the next payment of Percentage Rent due hereunder (or, in the event that the Lease is expired or otherwise terminated, then Lessor shall remit the overpayment to Lessee within thirty (30) days of notice from Lessee). (b) Tenant The acceptance by Lessor of the estimated payments of Percentage Rent or any additional payment of Percentage Rent (pursuant to subparagraph (a) above) shall maintain in accordance with the usual not prejudice Lessor’s right, at Lessor’s sole cost and customary practices expense (except as expressly provided below), to an examination of Tenant and in accordance with GAAP during the Term, for the current Fiscal Year and for the immediately preceding Fiscal Year, (i) complete and accurate general books Lessee’s records of account, which shall reflect Gross Revenues and for any period for which shall include, without limitation, those items set forth and described on Schedule 3.1.3(b) hereof, and (ii) all other original Lessee is required to maintain records and ----------------- other pertinent papers that will enable Landlord to determine the verify Gross Revenues derived by Tenant during the relevant Fiscal Year from Room Revenues, Food and Beverages Sales and Other Income. Such records for the current and most recent Fiscal Year shall be maintained at Tenant's corporate headquarters. The provisions of this Section 3.1.3(b) shall survive the expiration or earlier termination of this Lease for a period of three (3) years thereafter, subject to extension (c) Landlord Lessor shall have fifty (50) days after the receipt of the Year End Percentage Rent Schedule right to have an independent certified public accountant examine Tenant's records, Lessee’s records during all regular business hours upon reasonable prior Notice by Landlordnotice. Lessee, of Room Revenuesupon reasonable prior notice, Food and Beverages Sales, and/or Other Income shall make available to Lessor for the related Fiscal Year and all examination any other relevant financial information. The acceptance by Landlord of each periodic payment of Percentage Rent shall not prejudice Landlord's right records required to proceed with such examination as described in the immediately preceding sentencebe maintained hereunder. If Landlord raises no objections within such fifty (50)-day period, the Year End Percentage Rent Schedule shall be deemed to have been accepted by Landlord as true and correct, and Landlord shall have no further right to question its accuracy. If Landlord does raise such an objection, by Notice to Tenant, Landlord shall arrange for an independent certified public accountant to commence such examination within fifty (50) days after the date of such objection and shall cause such audit to be completed no later than one hundred eighty (180) days after Landlord's receipt of the Year End Percentage Rent Schedule. Landlord shall pay all costs books and expenses of such audit; provided, however: records by Lessor (ithe “Lessor’s Gross Revenues Audit”) if such audit discloses that the amount of Percentage Rent was Gross Revenues were underreported by Tenant Lessee for any period covered by five percent (5%) or more for such Fiscal YearAudit, Tenant Lessee shall promptly pay to Landlord, within fifteen (15) days of its receipt of Notice from LandlordLessor, the cost of the auditLessor’s Gross Revenues Audit, as Additional ChargesRent, in addition to any deficiency in Percentage Rent that may be due, plus interest thereon at the Base Rate from the date due to Landlord; or until paid. If the Lessor’s Gross Revenues Audit or the Annual Audited Gross Revenues Statement for two (ii2) if the audit consecutive Lease Years discloses that the amount of Percentage Rent either was not underreported or was Gross Revenues were underreported by Tenant Lessee by less than five percent (5%)) or more for each such Lease Year, Landlord Lessor shall be responsible for all costs associated with have the audit and Tenant shall payoption, exercisable within fifteen sixty (1560) days of its receipt discovery of Notice from Landlordthe discrepancy, any deficiency in Percentage Rent that may be due to Landlord; or (iii) if the audit discloses that the Percentage Rent was overreported by Tenant for the related Fiscal Year, Landlord shall be responsible for all costs associated with the audit, shall give Tenant Notice consider such event as an Event of such overreporting within fifteen (15) days of Landlord's receipt of audit results, and shall reimburse the amount of such overpayment to Tenant in cash along with delivery of such Notice to TenantDefault. The provisions of this Section shall survive the expiration of the Term or the earlier termination of this Lease for a period of one (1) year thereafter. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Lessor’s Gross Revenues Audit shall, if not otherwise settled by the parties, be submitted to arbitration pursuant to the provisions of Section 38.2. (c) Lessee shall maintain in a manner and form satisfactory to Lessor, during the Term, and for a period of three (3) consecutive years thereafter, complete and accurate general books of account, which shall reflect Gross Revenues, and which shall include, if used by Lessee, without limitation, original invoices, sales records, sales slips, sales checks, sales reports, cash register tapes, records of bank deposits, inventory records prepared as of the close of the Lessee’s accounting period, sales and occupation tax returns and all other original records and other pertinent papers which will enable Lessor to determine the Gross Revenues derived by Lessee during the Term. Such records for the three (3) most recent years shall be maintained at the Leased Property or Lessee’s corporate headquarters. The provisions hereof shall survive the expiration of the Term or the earlier termination of this Lease.

Confirmation of Percentage Rent. (a) Tenant shall submit to Landlord on each rental payment date pursuant to Section 3. 1.1 a reasonably detailed schedule (In the "event that Lessee determines that the Percentage Rent Schedule"), signed and certified by Tenant to be correct, showing the Revenues Computation paid with respect to the Facility for the preceding Accounting Period and the calculation of any Lease Year exceeded the amount of Percentage Rent owed on such date (other than Additional Charges) by Tenant or the amount Landlord is required to pay to Tenant actually due for such Accounting Period. Tenant's Lease Year (such overage being the “Excess Percentage Rent Schedule Rent”), Lessee shall clearly indicate how much promptly notify Lessor of the Gross Revenues is comprised by Room Revenues, Food and Beverages Sales and Other Income, such fact and shall contain such detail and breakdown as Landlord may reasonably require. If, after notice from Landlord and deliver a new CFO Certificate (the expiration “Revised Certificate”) setting forth the corrected calculations of the cure period provided for in Section 12.1(c) of this Lease, Tenant fails to submit the Percentage Rent Schedule 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 Landlord when due, LandlordLessee the Excess Percentage Rent. Notwithstanding anything to the contrary contained herein, in addition to no event shall Lessor have any other remedies Landlord has, shall have the right (subject to compliance with the Management Agreement and the Consent and Assignmentobligation under this Section 3.3(a) to retain an independent certified public accountant, at Tenant's sole expense, to prepare such refund any Excess Percentage Rent Schedule and to perform all inspections and audits related theretoif 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) Tenant Lessee shall maintain utilize, or cause to be utilized, an accounting system for the CREZ Assets in accordance with the usual FERC Uniform System of Accounts, that will accurately record all data necessary to compute Percentage Rent, and customary practices of Tenant Lessee shall retain and in accordance with GAAP during the Termshall allow Lessor and its representatives to have reasonable access to, for at least five (5) years after the current Fiscal Year expiration of each 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 immediately preceding Fiscal Year, (i) complete applicable Lease Years and accurate general books of account, which shall reflect Gross Revenues to otherwise file or defend tax returns and which shall include, without limitation, those items set forth and described on Schedule 3.1.3(b) hereof, and (ii) all other original records and ----------------- other pertinent papers that will enable Landlord to determine the Gross Revenues derived by Tenant during the relevant Fiscal Year from Room Revenues, Food and Beverages Sales and Other Income. Such records for the current and most recent Fiscal Year shall be maintained at Tenant's corporate headquarters. The provisions of this Section 3.1.3(b) shall survive the expiration or earlier termination of this Lease for a period of three (3) years thereafter, subject to extension (c) Landlord shall have fifty (50) days after the receipt of the Year End Percentage Rent Schedule to have an independent certified public accountant examine Tenant's records, during regular business hours upon reasonable prior Notice by Landlord, of Room Revenues, Food and Beverages Sales, and/or Other Income for the related Fiscal Year and all other relevant financial information. The acceptance by Landlord of each periodic payment of Percentage Rent shall not prejudice Landlord's right to proceed with such examination as described in the immediately preceding sentence. If Landlord raises no objections within such fifty (50)-day period, the Year End Percentage Rent Schedule shall be deemed to have been accepted by Landlord as true and correct, and Landlord shall have no further right to question its accuracy. If Landlord does raise such an objection, by Notice to Tenant, Landlord shall arrange for an independent certified public accountant to commence such examination within fifty (50) days after the date of such objection and shall cause such audit to be completed no later than one hundred eighty (180) days after Landlord's receipt of the Year End Percentage Rent Schedule. Landlord shall pay all costs and expenses of such audit; provided, however: (i) if such audit discloses that the amount of Percentage Rent was underreported by Tenant by five percent (5%) or more for such Fiscal Year, Tenant shall pay to Landlord, within fifteen (15) days of its receipt of Notice from Landlord, the cost of the audit, as Additional Charges, in addition reports to any deficiency in Percentage Rent that may be due to Landlord; or (ii) if the audit discloses that the amount of Percentage Rent either was not underreported or was underreported by Tenant by less than five percent (5%), Landlord shall be responsible for all costs associated with the audit and Tenant shall pay, within fifteen (15) days of its receipt of Notice from Landlord, any deficiency in Percentage Rent that may be due to Landlord; or (iii) if the audit discloses that the Percentage Rent was overreported by Tenant for the related Fiscal Year, Landlord shall be responsible for all costs associated with the audit, shall give Tenant Notice of such overreporting within fifteen (15) days of Landlord's receipt of audit results, and shall reimburse the amount of such overpayment to Tenant in cash along with delivery of such Notice to Tenant. The provisions of this Section shall survive the expiration or the earlier termination of this Lease for a period of one (1) year thereafterRegulatory Authority.

Confirmation of Percentage Rent. (a) Tenant shall submit In the event that Lessee determines that the Percentage Rent paid with respect to Landlord on each rental payment date any Lease Year (after giving effect to any refund that has or will be paid pursuant to Section 3. 1.1 a reasonably detailed schedule (the "Percentage Rent Schedule"3.1(b)(ii), signed and certified by Tenant to be correct, showing the Revenues Computation with respect to the Facility for the preceding Accounting Period and the calculation of ) exceeded the amount of Percentage Rent owed on such date (other than Additional Charges) by Tenant or the amount Landlord is required to pay to Tenant actually due for such Accounting Period. Tenant's Lease Year (such overage being the “Excess Percentage Rent Schedule Rent”), Lessee shall clearly indicate how much promptly notify Lessor of the Gross Revenues is comprised by Room Revenues, Food and Beverages Sales and Other Income, such fact and shall contain such detail and breakdown as Landlord may reasonably require. If, after notice from Landlord and deliver a new CFO Certificate (the expiration “Revised Certificate”) setting forth the corrected calculations of the cure period provided for in Section 12.1(c) of this Lease, Tenant fails to submit the Percentage Rent Schedule due for such Lease Year and identifying the amount of the PERMIAN LEASE AGREEMENT Excess Percentage Rent. Upon Lessor’s reasonable verification of the information set forth in the Revised Certificate, Lessor shall refund to Landlord when due, LandlordLessee the Excess Percentage Rent. Notwithstanding anything to the contrary contained herein, in addition to no event shall Lessor have any other remedies Landlord has, shall have the right (subject to compliance with the Management Agreement and the Consent and Assignmentobligation under this Section 3.4(a) to retain an independent certified public accountant, at Tenant's sole expense, to prepare such refund any Excess Percentage Rent Schedule and to perform all inspections and audits related theretoif 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) Tenant Lessee shall maintain record Gross Revenues in order to provide an audit trail and shall utilize, or cause to be utilized, an accounting system for the Permian Assets in accordance with the usual FERC Uniform System of Accounts that will accurately record all data necessary to compute Percentage Rent. Lessee shall retain and customary practices of Tenant shall allow Lessor and in accordance with GAAP during the Termits representatives to have reasonable access to, for at least five (5) years after the current Fiscal Year expiration of each 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 immediately preceding Fiscal Yearapplicable Lease Years and to otherwise file or defend tax returns and reports to any Regulatory Authority. (c) Lessor shall have the right from time to time to cause its accountants or representatives to conduct an inspection, examination and/or audit (ia “Lessor’s Audit”) of all of Lessee’s records, including supporting data, sales and excise tax returns and the records described in Section 3.4(b), reasonably required to complete such Lessor’s Audit and accurate general books to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of account, which shall reflect Gross Revenues any such data under Applicable Laws and which shall include, without limitation, those items set forth and described on Schedule 3.1.3(b) hereofgovernmental requirements. If any Lessor’s Audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of 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. In addition to the amounts described above in this Section 3.4(c), if any Lessor’s Audit discloses a deficiency in the payment of Percentage Rent which, as finally agreed or determined, exceeds three percent (ii3%) all other original records and ----------------- other pertinent papers that will enable Landlord of the amount paid, Lessee shall pay the costs of Lessor’s Audit. In no event shall Lessor undertake a Lessor’s Audit after March 31 of the second (2nd) year following the Lease Year for which such audit is requested. (d) Any proprietary information obtained by Lessor pursuant to determine the Gross Revenues derived by Tenant during the relevant Fiscal Year from Room Revenues, Food and Beverages Sales and Other Income. Such records for the current and most recent Fiscal Year shall be maintained at Tenant's corporate headquarters. The provisions of this Section 3.1.3(b) 3.4 shall survive the expiration or earlier termination of this Lease for a period of three (3) years thereafterbe treated as confidential, except that such information may be used, subject to extension (c) Landlord shall have fifty (50) days after the receipt of the Year End Percentage Rent Schedule to have an independent certified public accountant examine Tenant's records, during regular business hours upon reasonable prior Notice by Landlord, of Room Revenues, Food and Beverages Sales, and/or Other Income for the related Fiscal Year and all other relevant financial information. The acceptance by Landlord of each periodic payment of Percentage Rent shall not prejudice Landlord's right to proceed with such examination as described in the immediately preceding sentence. If Landlord raises no objections within such fifty (50)-day period, the Year End Percentage Rent Schedule shall be deemed to have been accepted by Landlord as true and correct, and Landlord shall have no further right to question its accuracy. If Landlord does raise such an objection, by Notice to Tenant, Landlord shall arrange for an independent certified public accountant to commence such examination within fifty (50) days after the date of such objection and shall cause such audit to be completed no later than one hundred eighty (180) days after Landlord's receipt of the Year End Percentage Rent Schedule. Landlord shall pay all costs and expenses of such audit; provided, however: (i) if such audit discloses that the amount of Percentage Rent was underreported by Tenant by five percent (5%) or more for such Fiscal Year, Tenant shall pay to Landlord, within fifteen (15) days of its receipt of Notice from Landlord, the cost of the audit, as Additional Chargesappropriate confidentiality safeguards, in addition any litigation or arbitration between the Parties and except further that Lessor may disclose such information to lenders and investors, including prospective lenders or investors and to any deficiency in Percentage Rent that may be due other persons to Landlord; or (ii) if the audit discloses that the amount whom disclosure is necessary or appropriate to comply with Applicable Laws 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 Percentage Rent either was not underreported or was underreported by Tenant by less than five percent (5%), Landlord shall be responsible for all costs associated with the audit and Tenant shall pay, within fifteen (15) days of its receipt of Notice from Landlord, any deficiency in Percentage Rent that may be due to Landlord; or (iii) if the audit discloses that the Percentage Rent was overreported by Tenant for the related Fiscal Year, Landlord shall be responsible for all costs associated with the audit, shall give Tenant Notice of such overreporting within fifteen (15) days of Landlord's receipt of audit results, and shall reimburse the amount of such overpayment to Tenant in cash along with delivery of such Notice to Tenant. The provisions of this Section shall survive the expiration or the earlier termination of this Lease for a period of one (1) year thereafterapplicable securities exchange.

Confirmation of Percentage Rent. (a) Tenant shall submit to Landlord on each rental payment date pursuant to Section 3. 1.1 a reasonably detailed schedule (In the "event that Lessee determines that the Percentage Rent Schedule"), signed and certified by Tenant to be correct, showing the Revenues Computation paid with respect to the Facility for the preceding Accounting Period and the calculation of any Lease Year exceeded the amount of Percentage Rent owed on such date (other than Additional Charges) by Tenant or the amount Landlord is required to pay to Tenant actually due for such Accounting Period. Tenant's Lease Year (such overage being the “Excess Percentage Rent Schedule Rent”), Lessee shall clearly indicate how much promptly notify Lessor of the Gross Revenues is comprised by Room Revenues, Food and Beverages Sales and Other Income, such fact and shall contain such detail and breakdown as Landlord may reasonably require. If, after notice from Landlord and deliver a new CFO Certificate (the expiration “Revised Certificate”) setting forth the corrected SYSTEM LEASE AGREEMENT calculations of the cure period provided for in Section 12.1(c) of this Lease, Tenant fails to submit the Percentage Rent Schedule 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 Landlord when due, LandlordLessee the Excess Percentage Rent. Notwithstanding anything to the contrary contained herein, in addition to no event shall Lessor have any other remedies Landlord has, shall have the right (subject to compliance with the Management Agreement and the Consent and Assignmentobligation under this Section 3.3(a) to retain an independent certified public accountant, at Tenant's sole expense, to prepare such refund any Excess Percentage Rent Schedule and to perform all inspections and audits related theretoif 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) Tenant Lessee shall maintain utilize, or cause to be utilized, an accounting system for the System in accordance with the usual FERC Uniform System of Accounts for electric utilities, that will accurately record all data necessary to compute Percentage Rent, and customary practices of Tenant Lessee shall retain and in accordance with GAAP during the Termshall allow Lessor and its representatives to have reasonable access to, for at least five (5) years after the current Fiscal Year expiration of each 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 immediately preceding Fiscal Yearapplicable Lease Years and to otherwise file or defend tax returns and reports to any Regulatory Authority. (c) Lessor shall have the right from time to time to cause its accountants or representatives to conduct an inspection, examination and/or audit (ia “Lessor’s Audit”) of all of Lessee’s records, including supporting data, sales and excise tax returns and the records described in Section 3.3(b), reasonably required to complete such Lessor’s Audit and accurate general books to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of accountany such data under applicable laws, which shall reflect Gross Revenues regulations and which shall include, without limitation, those items set forth and described on Schedule 3.1.3(b) hereofgovernmental requirements. If any Lessor’s Audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of 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. In addition to the amounts described above in this Section 3.3(c), if any Lessor’s Audit discloses a deficiency in the payment of Percentage Rent which, as finally agreed or determined, exceeds 3% of the amount paid, Lessee shall pay the 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 is requested. (iid) all other original records and ----------------- other pertinent papers that will enable Landlord Any proprietary information obtained by Lessor pursuant to determine the Gross Revenues derived by Tenant during the relevant Fiscal Year from Room Revenues, Food and Beverages Sales and Other Income. Such records for the current and most recent Fiscal Year shall be maintained at Tenant's corporate headquarters. The provisions of this Section 3.1.3(b3.3 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 may disclose such information to lenders and investors, including prospective 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 for a period Agreement. Any dispute as to the existence or amount of three (3) years thereafter, subject to extension (c) Landlord shall have fifty (50) days after any deficiency in the receipt of the Year End Percentage Rent Schedule to have an independent certified public accountant examine Tenant's records, during regular business hours upon reasonable prior Notice by Landlord, of Room Revenues, Food and Beverages Sales, and/or Other Income for the related Fiscal Year and all other relevant financial information. The acceptance by Landlord of each periodic payment of Percentage Rent shall as disclosed by Lessor’s Audit shall, if not prejudice Landlord's right otherwise settled by the Parties, be submitted to proceed with such examination as described in arbitration pursuant to the immediately preceding sentence. If Landlord raises no objections within such fifty (50)-day period, the Year End Percentage Rent Schedule shall be deemed to have been accepted by Landlord as true and correct, and Landlord shall have no further right to question its accuracy. If Landlord does raise such an objection, by Notice to Tenant, Landlord shall arrange for an independent certified public accountant to commence such examination within fifty (50) days after the date of such objection and shall cause such audit to be completed no later than one hundred eighty (180) days after Landlord's receipt of the Year End Percentage Rent Schedule. Landlord shall pay all costs and expenses of such audit; provided, however: (i) if such audit discloses that the amount of Percentage Rent was underreported by Tenant by five percent (5%) or more for such Fiscal Year, Tenant shall pay to Landlord, within fifteen (15) days of its receipt of Notice from Landlord, the cost of the audit, as Additional Charges, in addition to any deficiency in Percentage Rent that may be due to Landlord; or (ii) if the audit discloses that the amount of Percentage Rent either was not underreported or was underreported by Tenant by less than five percent (5%), Landlord shall be responsible for all costs associated with the audit and Tenant shall pay, within fifteen (15) days of its receipt of Notice from Landlord, any deficiency in Percentage Rent that may be due to Landlord; or (iii) if the audit discloses that the Percentage Rent was overreported by Tenant for the related Fiscal Year, Landlord shall be responsible for all costs associated with the audit, shall give Tenant Notice of such overreporting within fifteen (15) days of Landlord's receipt of audit results, and shall reimburse the amount of such overpayment to Tenant in cash along with delivery of such Notice to Tenant. The provisions of this Section shall survive the expiration or the earlier termination of this Lease for a period of one (1) year thereafter.13.7. SYSTEM LEASE AGREEMENT