Common use of Payment of Percentage Rent Clause in Contracts

Payment of Percentage Rent. Percentage Rent shall be due and payable quarterly on or before the 30th day after the last day of each quarter during the Term. Additionally, an Officer's Certificate, setting forth the calculation of such rent payment for such quarter, shall be delivered to Lessor quarterly, together with such quarterly Percentage Rent payment after each quarter of each Fiscal Year (or part thereof) during the Term. Such quarterly payment shall be based on the formula set forth in Section 3.1(b), but, in calculating the Revenue Computations for each quarter, gross revenues for the year to date shall be annualized by dividing such sum by the number of months which have passed year to date (including the current month) and multiplying the result by 12. The resulting Percentage Rent amount shall be multiplied by the number of months that have passed year-to-date (including the current month) and divided by 12. Payments of Base Rent and Percentage Rent for the year to date shall be subtracted from the result to arrive at the Percentage Rent payment due for that quarter. The Revenue Computations shall be appropriately adjusted to calculate Percentage Rent for partial years. There shall be no reduction in the Base Rent regardless of the result of the Revenue Computations. In addition, on or before March 1 of each year, commencing with March 1, 1999, Lessee shall deliver to Lessor an Officer's Certificate reasonably acceptable to Lessor setting forth the computation (based on audited financial statements of Lessee) of the actual Percentage Rent that accrued for each quarter of the Fiscal Year that ended on the immediately preceding December 31 and shall pay to Lessor, with the delivery of the Officer's Certificate, the amount of Percentage Rent due and payable for the Fiscal Year then ended as shown in the Officer's Certificate, if any, that exceeds the amount actually paid as Percentage Rent by Lessee for such Fiscal Year. If the Percentage Rent actually due and payable for such Fiscal Year is shown by such certificate to be less than the amount actually paid as Percentage Rent for the applicable Fiscal Year, Lessor, at its option, shall reimburse such amount to Lessee or credit such amount against the next quarter's Percentage Rent payments; provided, however, that no Event of Default exists.

Payment of Percentage Rent. Installments of Percentage Rent for each Fiscal Year or portion thereof shall be due calculated and payable quarterly on or before the 30th day paid each Fiscal Quarter in arrears. Tenant shall within thirty (30) days after the last day end of each quarter during Fiscal Quarter of the Term. Additionally, Term hereof submit to Landlord (a) an Officer's Certificate, setting forth unaudited (but certified by a duly authorized officer or managing member of Tenant) statement showing a detailed breakdown of the calculation of such rent payment for such quarter, shall be delivered to Lessor quarterly, together with such quarterly Percentage Rent payment after each quarter of each for that Fiscal Year (or part thereof) during the Term. Such quarterly payment shall be based on the formula set forth in Section 3.1(b), but, in calculating the Revenue Computations for each quarter, gross revenues for the year to date shall be annualized by dividing such sum by the number of months which have passed year to date (including the current month) Quarter and multiplying the result by 12. The resulting Percentage Rent amount shall be multiplied by the number of months that have passed yearFiscal Year-to-date on a cumulative basis, and (including b) the current monthapplicable Percentage Rent payment due and owing (if any) and divided by 12for the Leased Property for that Fiscal Quarter. Payments Installments of Base Percentage Rent and due with respect to the Leased Property for each Fiscal Quarter shall be equal to the Percentage Rent for the year to date shall be subtracted from Leased Property for all Fiscal Quarters elapsed during the result to arrive at the Percentage Rent payment due for that quarter. The Revenue Computations shall be appropriately adjusted to calculate Percentage Rent for partial years. There shall be no reduction in the Base Rent regardless of the result of the Revenue Computations. In addition, on or before March 1 of each year, commencing with March 1, 1999, Lessee shall deliver to Lessor an Officer's Certificate reasonably acceptable to Lessor setting forth the computation (based on audited financial statements of Lessee) of the actual Percentage Rent that accrued for each quarter of the applicable Fiscal Year that ended on the immediately preceding December 31 and shall pay to Lessor, less amount previously paid with the delivery of the Officer's Certificate, the amount of Percentage Rent due and payable for the Fiscal Year then ended as shown in the Officer's Certificate, if any, that exceeds the amount actually paid as Percentage Rent respect thereto by Lessee for such Fiscal YearTenant. If the Percentage Rent actually for such elapsed Fiscal Quarters as shown on the last quarterly statement is less than the amount previously paid with respect thereto by Tenant, the amount of such difference shall be offset against Rent next coming due under this Lease. Such payment of Percentage Rent shall be paid by Tenant to Landlord together with and payable in the same manner as the installment of Minimum Rent due on such date. Percentage Rent for any partial Fiscal Quarter in the final Fiscal Year shall be prorated proportionately. Tenant's obligation to pay Percentage Rent for the Fiscal Quarter which includes the date of termination of this Agreement shall survive the termination hereof. Tenant shall, no later than 90 days following the end of each Fiscal Year during the Term hereof furnish to Landlord for such Fiscal Year a complete statement (the "Annual Operations Statement") certified by an independent certified public accountant who is shown actively engaged in the practice of his profession and who is experienced in hotel accounting and approved by Landlord, which approval shall not be unreasonably withheld or delayed, (which Statement shall also be certified either by an officer, partner or managing member in Tenant), setting forth, with respect to such certificate Fiscal Year in reasonable detail the Total Hotel Sales in respect of such Fiscal Year together with copies of statements from the Manager with respect to be the Leased Property as to its operations therein including without limitation, all expenses incurred and income derived by it. If the Annual Operations Statement for any Fiscal Year indicates that the aggregate of the installment payments theretofore made with respect to such Fiscal Year pursuant to this Section 3.1.3 exceeds the Percentage Rent due for such Fiscal Year, Landlord shall credit such overpayment together with interest thereon determined as set forth below in this paragraph against the next installment or installments of Minimum Rent falling due (or will pay the amount of such overpayment, together with such interest, to Tenant if this Agreement shall have terminated other than by reason of Tenant's default, or if Landlord so elects to do so). If, on the other hand, the Annual Operations Statement indicates that the aggregate of the installment payments theretofore made with respect to such Fiscal Year is less than the amount actually paid as Percentage Rent due for such Fiscal Year then Tenant shall pay the balance or excess, as the case may be, together with interest thereon determined as set forth below in this paragraph, to Landlord concurrently with the submission of the Annual Operations Statement. Interest shall accrue on payments pursuant to this paragraph at the Disbursement Rate from the date when first due and payable until the date when the adjusted amount is fully credited or paid (as the case may be), in the manner as set forth above. Notwithstanding the foregoing, Landlord at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant given within 270 days after receipt of the applicable Fiscal YearAnnual Operations Statement, Lessorby its accountants or representatives, at its optionto commence within such 270 day period an audit of the information set forth in such Annual Operations Statement and, shall reimburse in connection with such amount audit, to Lessee or credit such amount against the next quarterexamine all of Tenant's Percentage Rent paymentsbooks and records with respect thereto (including supporting data and sales and excise tax returns); provided, however, if Landlord reasonably believes Tenant has intentionally misrepresented Total Hotel Sales on any such Annual Operations Statement, the said 270 day period shall commence to run on the date Landlord obtains credible evidence that no Event Tenant has intentionally misrepresented Total Hotel Sales on any such Annual Operations Statement, which credible evidence must be obtained, if at all, within three (3) calendar years following the date such Annual Operation Statement has been furnished by Tenant. If Landlord does not commence an audit within such 270 day period, such Annual Operations Statement shall be deemed to be accepted by Landlord as correct. Landlord shall use commercially reasonable efforts to complete any such audit as soon as practicable. If such audit discloses a deficiency in the payment of Default existsPercentage Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, together with interest at the Disbursement Rate from the date such payment should have been made to the date of payment therefore. If such deficiency is more than three percent (3%) of the Total Hotel Sales reported by Tenant for such Fiscal Year, and 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 also pay the costs of such audit and examination. Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Section or any other provision of this Agreement shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between or involving the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section shall survive the expiration or earlier termination of this Agreement.

Payment of Percentage Rent. Tenant shall within thirty (30) days after the end of each calendar quarter during the Term of this Lease submit to Landlord an unaudited (but certified by a duly authorized officer of Tenant) statement showing a detailed breakdown of the calculation of Percentage Rent on a quarterly and calendar year-to-date basis. For purposes of such quarterly calculations, Percentage Rent shall be due and payable quarterly on Gross Receipts in excess of $2,020,000.00 (being one fourth of the annual threshold referenced in Section 4.2 hereof.)] On or before February 1, May 1, August 1 and November 1 of each calendar year during the 30th day after Term of this Lease, Tenant shall pay to Landlord, together with the installment of Base Rent then due, any Percentage Rent applicable to the immediately preceding calendar quarter (i.e., the May 1 Percentage Rent payment will constitute Percentage Rent due for the first calendar quarter of the year, and so on). Percentage Rent for any partial calendar quarter (i.e., in the first Lease year and the final Lease year) shall be prorated proportionately. Tenant's obligation to pay Percentage Rent for the calendar quarter which includes the date of termination of this Lease shall survive the termination hereof. Tenant shall, no later than 90 days following the end of each calendar year during the Term hereof furnish to Landlord for such calendar year a complete statement (the "Annual Operations Statement") certified by an independent certified public accountant who is actively engaged in the practice of his professions and who is acceptable to Landlord (which Statement shall also be certified either by an officer or a partner in Tenant), setting forth, with respect to such calendar year in reasonable detail the Gross Receipts derived by or for the benefit of the Tenant in respect of such calendar year together with copies of statements from the manager of the Hotel as to its respective operations in the Hotel or on the Premises including without limitation, all expenses incurred and income derived by them, respectively, in respect of the Premises. If the Annual Operations Statement for any calendar year indicated that the aggregate of the installment payments theretofore made with respect to such calendar year pursuant to this paragraph exceeds the Percentage Rent due for such calendar year, Landlord shall credit such overpayment together with interest thereon determined as set forth below in this paragraph against the next installment or installments of Base Rent falling due (or will pay the amount of such overpayment, together with such interest to Tenant if the Lease shall have terminated other than by reason of Tenant's default or if Landlord so elects to do so). If, on the other hand, the Annual Operations Statement indicates that the aggregate of the installment payments theretofore made with respect to such calendar year is less than the Percentage Rent due for such calendar year then Tenant shall pay the balance or excess, as the case may be, together with interest thereon determined as set forth below in this paragraph, to Landlord concurrently with the submission of the Annual Operations Statement. Interest shall accrue at the Prime Rate from the last day of each quarter the month to which it is so attributed until the date when the adjusted amount is fully credited or paid (as the case may be), in the manner as set forth above. For purposes of this Lease, Prime Rate shall mean and refer to the fluctuating annual rate equal at all times to the annual rate of interest publicly announced from time to time by Citibank, N.A. or, if such rate is no longer publicly announced by Citibank, N.A., the Prime Rate announced in the "Money Rates" Section of the Wall Street Journal. Each change in the Prime Rate shall take effect on the first day of the month immediately succeeding the month in which the corresponding change occurs in the then applicable rate referred to above, and in the event of multiple changes in such applicable rate during such month, the Term. Additionally, an Officer's Certificate, setting forth change in the calculation of such rent payment for such quarter, shall be delivered to Lessor quarterly, together with such quarterly Percentage Rent payment after each quarter of each Fiscal Year (or part thereof) during the Term. Such quarterly payment Prime Rate shall be based on the formula set forth last such applicable rate in Section 3.1(b), but, in calculating effect during the Revenue Computations for each quarter, gross revenues for the year to date shall be annualized by dividing such sum by the number of months which have passed year to date (including the current subject month) and multiplying the result by 12. The resulting Percentage Rent amount shall be multiplied by the number of months that have passed year-to-date (including the current month) and divided by 12. Payments of Base Rent and Percentage Rent for the year to date shall be subtracted from the result to arrive at the Percentage Rent payment due for that quarter. The Revenue Computations shall be appropriately adjusted to calculate Percentage Rent for partial years. There shall be no reduction in the Base Rent regardless of the result of the Revenue Computations. In addition, on or before March 1 of each year, commencing with March 1, 1999, Lessee shall deliver to Lessor an Officer's Certificate reasonably acceptable to Lessor setting forth the computation (based on audited financial statements of Lessee) of the actual Percentage Rent that accrued for each quarter of the Fiscal Year that ended on the immediately preceding December 31 and shall pay to Lessor, with the delivery of the Officer's Certificate, the amount of Percentage Rent due and payable for the Fiscal Year then ended as shown in the Officer's Certificate, if any, that exceeds the amount actually paid as Percentage Rent by Lessee for such Fiscal Year. If the Percentage Rent actually due and payable for such Fiscal Year is shown by such certificate to be less than the amount actually paid as Percentage Rent for the applicable Fiscal Year, Lessor, at its option, shall reimburse such amount to Lessee or credit such amount against the next quarter's Percentage Rent payments; provided, however, that no Event of Default exists.

Payment of Percentage Rent. Percentage Rent, if any, shall be paid -------------------------- quarterly. An Officer's Certificate shall be delivered to Lessor, together with each quarterly Percentage Rent shall be due and payable quarterly on or before the 30th day after the last day of each quarter during the Term. Additionallypayment, an Officer's Certificateif any, setting forth the calculation of such rent payment for such quarter, shall be delivered to Lessor quarterly, together with such quarterly Percentage Rent payment within 30 days after each quarter of the first three quarters of each Fiscal Year (or part thereof) during in the Term. Such quarterly payment shall be based on the formula set forth in Section 3.1(b), but, in calculating the Revenue Computations for each quarter, gross revenues for the year to date shall be annualized by dividing such sum by the number of months which have passed year to date (including the current month) and multiplying the result by 12. The resulting Percentage Rent amount shall be multiplied by the number of months that have passed year-to-date (including the current month) and divided by 12. Payments of Base Rent and Percentage Rent for the year to date shall be subtracted from the result to arrive at the Percentage Rent payment due for that quarter. The Revenue Computations shall be appropriately adjusted to calculate Percentage Rent for partial years. There shall be no reduction in the Base Rent regardless of the result of the Revenue ComputationsPercentage Rent computation. In addition, on or before March 1 of each year, commencing with March 1, 19992000, Lessee shall deliver to Lessor an Officer's Certificate reasonably acceptable to Lessor setting forth the computation (based on audited financial statements of Lessee) of the actual Percentage Rent that accrued for each quarter of the Fiscal Year that ended on the immediately preceding December 31 and shall pay to LessorLessor Percentage Rent, with if due and payable, for the delivery last quarter of the Officer's Certificateapplicable Fiscal Year. Such computation shall also be accompanied by a report prepared (at the expense of Lessee) by the same accounting firm serving as independent auditors of the financial statements of the Lessor which shall state that (i) such firm has reviewed the computation of Percentage Rent, (ii) it has examined the Room Revenues recorded for such Fiscal Year in accordance with generally accepted auditing standards, and (iii) that the amount of Room Revenues has been recorded properly, free from any material misstatements, and the amount of Percentage Rent for such Fiscal Year has been accurately computed in accordance with the terms of this Lease. Additionally, if the annual Percentage Rent due and payable for the any Fiscal Year then ended (as shown in the applicable Officer's Certificate, if any, that ) exceeds the amount actually paid as Percentage Rent by Lessee for such Fiscal Yearyear, Lessee also shall pay such excess to Lessor at the time such certificate is delivered. If the Percentage Rent actually due and payable for such Fiscal Year is shown by such certificate to be less than the amount actually paid as Percentage Rent for the applicable Fiscal Year, Lessor, at its option, shall reimburse such amount to Lessee or credit such amount against the next month's Base Rent and, to the extent necessary, the next quarter's Percentage Rent payments; provided. Any difference between the annual Percentage Rent due and payable for any Fiscal Year (as shown in the applicable Officer's Certificate) and the total amount of quarterly payments for such Fiscal Year actually paid by Lessee as Percentage Rent, howeverif payable by Lessee to Lessor, shall bear interest at the Overdue Rate, which interest shall accrue from the close of such Fiscal Year until the amount of such difference shall be paid or otherwise discharged by credit to Lessee. Any such interest payable to Lessor shall be deemed to be and shall be payable as Additional Charges. The obligation to pay Percentage Rent shall survive the expiration or earlier termination of the Term, and a final reconciliation, taking into account, among other relevant adjustments, any adjustments which are accrued after such expiration or termination date but which related to Percentage Rent accrued prior to such termination date, and Lessee's good faith best estimate of the amount of any unresolved contractual allowances, shall be made not later than two years after such expiration or termination date, but Lessee shall advise Lessor within 60 days after such expiration or termination date of Lessee's best estimate at that no Event time of Default existsthe approximate amount of such adjustments, which estimate shall not be binding on Lessee or have any legal effect whatsoever.

Payment of Percentage Rent. Percentage Rent shall be due and payable quarterly on or before paid by Lessee to Lessor not later than the 30th day date forty-five (45) days after the last day end of each quarter during Lease Quarter as herein provided. Lessee shall record Gross Revenues in order to provide an audit trail for the TermGross Revenues. AdditionallyLessee shall deliver a written statement to Lessor, an Officer's accompanied by a CFO Certificate, setting forth within forty-five (45) days after the calculation end of such rent payment each Lease Quarter, stating (1) the Gross Revenues for that Lease Quarter, (2) the cumulative total through the end of that Lease Quarter of Gross Revenues for such quarterLease Year, shall be delivered to Lessor quarterly, together with such quarterly Percentage Rent payment after each quarter of each Fiscal Year (or part thereof3) during the Term. Such quarterly payment shall be based on the formula set forth in Section 3.1(b), but, in calculating the Revenue Computations for each quarter, gross revenues for the year to date shall be annualized by dividing such sum by the number of months which have passed year to date (including the current month) and multiplying the result by 12. The resulting Percentage Rent amount shall be multiplied by the number of months that have passed year-to-date (including the current month) and divided by 12. Payments of Base Rent and Percentage Rent for the year to date shall be subtracted from the result to arrive at the Percentage Rent payment Breakpoint (the First Lease Quarter Percentage Rent Breakpoint, the Second Lease Quarter Percentage Rent Breakpoint, the Third Lease Quarter Percentage Rent Breakpoint or the Annual Percentage Rent Breakpoint for such Lease Year, as applicable), utilized by Lessee and applicable to Lessee’s calculation of Percentage Rent through the end of that Lease Quarter, and (4) the cumulative total of any Percentage Rent then due and the cumulative total of any Percentage Rent previously paid with respect to any prior Lease Quarter(s) within such Lease Year. If such CFO Certificate indicates that any Percentage Rent is due for that quarter. The Revenue Computations shall be appropriately adjusted to calculate such Lease Quarter (or such Lease Year, as applicable), based upon the cumulative total of Gross Revenues through the end of such Lease Quarter and the applicable Percentage Rent Breakpoint reflected in such statement, then Lessee shall pay and deliver any Percentage Rent then due with the statement and CFO Certificate for partial yearssuch Lease Quarter (or such Lease Year, as applicable). There shall be no reduction in With respect to the Base final Percentage Rent regardless of the result of the Revenue Computations. In addition, on or before March 1 of each year, commencing with March 1, 1999calculation for any Lease Year, Lessee shall deliver to Lessor an Officer's Certificate reasonably acceptable to Lessor setting forth the computation (based on audited financial statements of Lessee) of the actual receive a credit for any Percentage Rent that accrued for each quarter of the Fiscal Year that ended on the immediately preceding December 31 and shall pay previously paid with respect to Lessor, with the delivery of the Officer's Certificate, the amount of Percentage Rent due and payable for the Fiscal Year then ended as shown in the Officer's Certificate, if any, that exceeds the amount actually paid as Percentage Rent by Lessee for such Fiscal Lease Year. If the Percentage Rent actually due and payments previously made by Lessee to Lessor for the first three Lease Quarters of a Lease Year, on a cumulative basis, exceed the annual amount of Percentage Rent payable by Lessee to Lessor for such Fiscal Year is shown by such certificate to be less than the amount actually paid as Percentage Rent for the applicable Fiscal Lease Year, Lessor, at its option, then Lessee shall reimburse receive a credit for such amount to Lessee or credit such excess amount against the next quarter's Percentage Rent payments; providedpayment(s) becoming due and payable by Lessee to Lessor under this Agreement. All statements deliverable by Lessee to Lessor under this Agreement shall be delivered to the place where rent is then payable, however, that no Event of Default existsor to such other place or places as Lessor may from time to time direct by written notice to Lessee.

Payment of Percentage Rent. Percentage Rent shall be due and payable quarterly on or before paid by Lessee to Lessor not later than the 30th day date forty-five (45) days after the last day end of each quarter during Lease Quarter as herein provided. Lessee shall record Gross Revenues in order to provide an audit trail for the TermGross Revenues. AdditionallyLessee shall deliver a written statement to Lessor, an Officer's accompanied by a CFO Certificate, setting forth within forty-five (45) days after the calculation end of such rent payment each Lease Quarter, stating (1) the Gross Revenues for that Lease Quarter, (2) the cumulative total through the end of that Lease Quarter of Gross Revenues for such quarterLease Year, shall be delivered to Lessor quarterly, together with such quarterly Percentage Rent payment after each quarter of each Fiscal Year (or part thereof3) during the Term. Such quarterly payment shall be based on the formula set forth in Section 3.1(b), but, in calculating the Revenue Computations for each quarter, gross revenues for the year to date shall be annualized by dividing such sum by the number of months which have passed year to date (including the current month) and multiplying the result by 12. The resulting Percentage Rent amount shall be multiplied by the number of months that have passed year-to-date (including the current month) and divided by 12. Payments of Base Rent and Percentage Rent for the year to date shall be subtracted from the result to arrive at the Percentage Rent payment Breakpoint (the First Lease Quarter Percentage Rent Breakpoint, the Second Lease Quarter Percentage Rent Breakpoint, the Third Lease Quarter Percentage Rent Breakpoint or the Annual Percentage Rent Breakpoint for such Lease Year, as applicable), utilized by Lessee and applicable to CREZ ASSETS LEASE AGREEMENT Lessee’s calculation of Percentage Rent through the end of that Lease Quarter, and (4) the cumulative total of any Percentage Rent then due and the cumulative total of any Percentage Rent previously paid with respect to any prior Lease Quarter(s) within such Lease Year. If such CFO Certificate indicates that any Percentage Rent is due for that quarter. The Revenue Computations shall be appropriately adjusted to calculate such Lease Quarter (or such Lease Year, as applicable), based upon the cumulative total of Gross Revenues through the end of such Lease Quarter and the applicable Percentage Rent Breakpoint reflected in such statement, then Lessee shall pay and deliver any Percentage Rent then due with the statement and CFO Certificate for partial yearssuch Lease Quarter (or such Lease Year, as applicable). There shall be no reduction in With respect to the Base final Percentage Rent regardless of the result of the Revenue Computations. In addition, on or before March 1 of each year, commencing with March 1, 1999calculation for any Lease Year, Lessee shall deliver to Lessor an Officer's Certificate reasonably acceptable to Lessor setting forth the computation (based on audited financial statements of Lessee) of the actual receive a credit for any Percentage Rent that accrued for each quarter of the Fiscal Year that ended on the immediately preceding December 31 and shall pay previously paid with respect to Lessor, with the delivery of the Officer's Certificate, the amount of Percentage Rent due and payable for the Fiscal Year then ended as shown in the Officer's Certificate, if any, that exceeds the amount actually paid as Percentage Rent by Lessee for such Fiscal Lease Year. If the Percentage Rent actually due and payments previously made by Lessee to Lessor for the first three Lease Quarters of a Lease Year, on a cumulative basis, exceed the annual amount of Percentage Rent payable by Lessee to Lessor for such Fiscal Year is shown by such certificate to be less than the amount actually paid as Percentage Rent for the applicable Fiscal Lease Year, Lessor, at its option, then Lessee shall reimburse receive a credit for such amount to Lessee or credit such excess amount against the next quarter's Percentage Rent payments; providedpayment(s) becoming due and payable by Lessee to Lessor under this Agreement. All statements deliverable by Lessee to Lessor under this Agreement shall be delivered to the place where rent is then payable, however, that no Event of Default existsor to such other place or places as Lessor may from time to time direct by written notice to Lessee.

Payment of Percentage Rent. During the term of this Lease, in addition to the Monthly Rent, Tenant shall pay to Landlord the Percentage Rent shall be due and payable quarterly as provided in Section 4.2 of the Lease. Beginning with the second year of the Lease Term, on or before the 30th 15th day after following the last day of each quarter month during the Termterm following the Rent Commencement Date, Tenant shall pay to Landlord as Percentage Rent the amount of Gross Sales during the preceding month multiplied by the Percentage Rent Rate. AdditionallyFor the purpose of computing Percentage Rent, an Officer's CertificateGross Sales made during the first partial month, setting forth if any, following the calculation of such rent payment for such quarter, Rent Commencement Date shall be delivered added to Lessor quarterly, together with such quarterly the Gross Sales made during the first full calendar month (provided the first partial month is within the same calendar year as the first month) and Tenant shall pay to Landlord the Percentage Rent payment after each quarter calculated for this period less any minimum Monthly Rent paid by Tenant pursuant to Section 4.1 of the Lease during such month. At least ten (10) days prior to the first day of each Fiscal Year month, Landlord shall provide Tenant a statement of Tenant’s Rent (or part thereofincluding Monthly Rent, estimated Percentage Rent, if any, due for the following month, estimated Operating Expenses, and any Additional Rent) during as described in Article 4 of the TermLease. Such quarterly payment Percentage Rent shall be estimated based on the formula set forth in Section 3.1(b), but, in calculating the Revenue Computations for each quarter, gross revenues actual monthly Gross Sales for the same month in the prior year as provided in subsection (iii) below. Following receipt by Landlord of Tenant's certified Annual Statement, as provided in subparagraph (b) above, Landlord shall determine the Gross Sales of Tenant for the preceding calendar year and the amounts paid to date shall be annualized by dividing such sum by the number of months which have passed year to date (including the current month) and multiplying the result by 12. The resulting Percentage Rent amount shall be multiplied by the number of months that have passed year-to-date (including the current month) and divided by 12. Payments of Base Landlord as Minimum Rent and Percentage Rent for the year and shall make an adjustment as follows: If Tenant paid to date shall be subtracted from the result to arrive at Landlord an amount greater than the Percentage Rent payment due required to be paid for that quarter. The Revenue Computations said year, Tenant shall be appropriately adjusted entitled to calculate Percentage Rent for partial years. There shall be no reduction in the Base Rent regardless of the result of the Revenue Computations. In addition, on or before March 1 of each year, commencing with March 1, 1999, Lessee shall deliver to Lessor an Officera credit against Xxxxxx's Certificate reasonably acceptable to Lessor setting forth the computation (based on audited financial statements of Lesseenext payment(s) of the actual Percentage Rent that accrued for each quarter of the Fiscal Year that ended on the immediately preceding December 31 and shall pay to Lessor, with the delivery of the Officer's Certificate, the amount of Percentage Rent due and payable for the Fiscal Year then ended as shown in the Officer's Certificate, if any, that exceeds the amount actually paid as Percentage Rent by Lessee for such Fiscal Year. If the Percentage Rent actually due and payable for such Fiscal Year is shown by such certificate to be less than the amount actually paid as Percentage Rent for the applicable Fiscal Yearamount of the overpayment. If Tenant paid an amount less than the Percentage Rent required to be paid, Lessorthe difference shall be paid to Landlord with the submission of said certified annual statement. Percentage Rent shall be computed separately with respect to each calendar year. For the purpose of computing Percentage Rent, at Tenant's Gross Sales for any period during which Tenant does not continuously and uninterruptedly conduct its optionbusiness, as required by Section 8.2 of the Lease, shall reimburse such amount be deemed to Lessee or credit such amount against be Tenant's Gross Sales for the next quarter's Percentage Rent payments; provided, however, that no Event of Default existscorresponding period during the last calendar year in which Tenant operated continuously and uninterruptedly.

Payment of Percentage Rent. Percentage Rent, if any, shall be paid quarterly. An Officer's Certificate shall be delivered to Lessor, together with each quarterly Percentage Rent shall be due and payable quarterly on or before the 30th day after the last day of each quarter during the Term. Additionallypayment, an Officer's Certificateif any, setting forth the calculation of such rent payment for such quarter, shall be delivered to Lessor quarterly, together with such quarterly Percentage Rent payment within 30 days after each quarter of the first three quarters of each Fiscal Year (or part thereof) during in the Term. Such quarterly payment shall be based on the formula set forth in Section 3.1(b), but, in calculating the Revenue Computations for each quarter, gross revenues for the year to date shall be annualized by dividing such sum by the number of months which have passed year to date (including the current month) and multiplying the result by 12. The resulting Percentage Rent amount shall be multiplied by the number of months that have passed year-to-date (including the current month) and divided by 12. Payments of Base Rent and Percentage Rent for the year to date shall be subtracted from the result to arrive at the Percentage Rent payment due for that quarter. The Revenue Computations shall be appropriately adjusted to calculate Percentage Rent for partial years. There shall be no reduction in the Base Rent regardless of the result of the Revenue ComputationsPercentage Rent computation. In addition, on or before March 1 of each year, commencing with March 1, 19992000, Lessee shall deliver to Lessor an Officer's Certificate reasonably acceptable to Lessor setting forth the computation (based on audited financial statements of Lessee) of the actual Percentage Rent that accrued for each quarter of the Fiscal Year that ended on the immediately preceding December 31 and shall pay to LessorLessor Percentage Rent, with if due and payable, for the delivery last quarter of the Officer's Certificateapplicable Fiscal Year. Such computation shall also be accompanied by a report prepared (at the expense of Lessee) by the same accounting firm serving as independent auditors of the financial statements of the Lessor which shall state that (i) such firm has reviewed the computation of Percentage Rent, (ii) it has examined the Room Revenues recorded for such Fiscal Year in accordance with generally accepted auditing standards, and (iii) that the amount of Room Revenues has been recorded properly, free from any material misstatements, and the amount of Percentage Rent for such Fiscal Year has been accurately computed in accordance with the terms of this Lease. Additionally, if the annual Percentage Rent due and payable for the any Fiscal Year then ended (as shown in the applicable Officer's Certificate, if any, that ) exceeds the amount actually paid as Percentage Rent by Lessee for such Fiscal Year. If year, Lessee also shall pay such excess to Lessor at the Percentage Rent actually due and payable for such Fiscal Year is shown by such certificate to be less than the amount actually paid as Percentage Rent for the applicable Fiscal Year, Lessor, at its option, shall reimburse such amount to Lessee or credit such amount against the next quarter's Percentage Rent payments; provided, however, that no Event of Default exists.time such

Payment of Percentage Rent. Percentage Rent shall be due and payable quarterly on or before paid by Lessee to Lessor not later than the 30th day date forty-five (45) days after the last day end of each quarter during Lease Quarter as herein provided. Lessee shall record Gross Revenues in order to provide an audit trail for the TermGross Revenues. AdditionallyLessee shall deliver a written statement to Lessor, an Officer's accompanied by a CFO Certificate, setting forth within forty-five (45) days after the calculation end of such rent payment each Lease Quarter, stating (1) the Gross Revenues for that Lease Quarter, (2) the cumulative total through the end of that Lease Quarter of Gross Revenues for such quarterLease Year, shall be delivered to Lessor quarterly, together with such quarterly Percentage Rent payment after each quarter of each Fiscal Year (or part thereof3) during the Term. Such quarterly payment shall be based on the formula set forth in Section 3.1(b), but, in calculating the Revenue Computations for each quarter, gross revenues for the year to date shall be annualized by dividing such sum by the number of months which have passed year to date (including the current month) and multiplying the result by 12. The resulting Percentage Rent amount shall be multiplied by the number of months that have passed year-to-date (including the current month) and divided by 12. Payments of Base Rent and Percentage Rent for the year to date shall be subtracted from the result to arrive at the Percentage Rent payment Breakpoint (the First Lease Quarter Percentage Rent Breakpoint, the Second Lease Quarter Percentage Rent Breakpoint, the Third Lease Quarter Percentage Rent Breakpoint or the Annual Percentage Rent Breakpoint for such Lease Year, as applicable), utilized by Lessee and applicable to Lessee’s calculation of Percentage Rent through the end of that Lease Quarter, and (4) the cumulative total of any Percentage Rent then due and the cumulative total of any Percentage Rent previously paid with respect to any prior Lease Quarter(s) within such Lease Year. If such CFO Certificate indicates that any Percentage Rent is due for that quarter. The Revenue Computations shall be appropriately adjusted to calculate such Lease Quarter (or such Lease Year, as applicable), based upon the cumulative total of Gross Revenues through the end of such Lease Quarter and the applicable Percentage Rent Breakpoint reflected in such statement, then Lessee shall pay and deliver any Percentage Rent then due with the statement and CFO Certificate for partial yearssuch Lease Quarter (or such Lease Year, as applicable). There shall be no reduction in With respect to the Base final Percentage Rent regardless of the result of the Revenue Computations. In addition, on or before March 1 of each year, commencing with March 1, 1999calculation for any Lease Year, Lessee shall deliver to Lessor an Officer's Certificate reasonably acceptable to Lessor setting forth the computation (based on audited financial statements of Lessee) of the actual receive a credit for any Percentage Rent that accrued for each quarter of the Fiscal Year that ended on the immediately preceding December 31 and shall pay previously paid with respect to Lessor, with the delivery of the Officer's Certificate, the amount of Percentage Rent due and payable for the Fiscal Year then ended as shown in the Officer's Certificate, if any, that exceeds the amount actually paid as Percentage Rent by Lessee for such Fiscal Lease Year. If the Percentage Rent actually due and payments previously made by Lessee to Lessor for the first three Lease Quarters of a Lease Year, on a cumulative basis, exceed the annual amount of Percentage Rent payable by Lessee to Lessor for such Fiscal Year is shown by such certificate to be less than the amount actually paid as Percentage Rent for the applicable Fiscal Lease Year, Lessor, at its option, then Lessee shall reimburse receive a credit for such amount to Lessee or credit such excess amount against the next quarter's Percentage Rent payments; providedpayment(s) becoming due and payable by Lessee to Lessor under this Agreement. The applicable Percentage Rent Breakpoint shall also be adjusted pro rata for any partial Lease Quarters or partial Lease Years at the beginning and/or end of the Term. All statements deliverable by Lessee to Lessor under this Agreement shall be delivered to the place where rent is then payable, however, that no Event of Default existsor to such other place or places as Lessor may from time to time direct by written notice to Lessee.

Payment of Percentage Rent. Percentage Rent shall be due and payable quarterly on or before paid by Lessee to Lessor not later than the 30th day date forty-five (45) days after the last day end of each quarter during Lease Quarter as herein provided. Lessee shall record Gross Revenues in order to provide an audit trail for the TermGross Revenues. AdditionallyLessee shall deliver a written statement to Lessor, an Officer's accompanied by a CFO Certificate, setting forth within forty-five (45) days after the calculation end of such rent payment each Lease Quarter, stating (1) the Gross Revenues for that Lease Quarter, (2) the cumulative total through the end of that Lease Quarter of Gross Revenues for such quarterLease Year, shall be delivered to Lessor quarterly, together with such quarterly Percentage Rent payment after each quarter of each Fiscal Year (or part thereof3) during the Term. Such quarterly payment shall be based on the formula set forth in Section 3.1(b), but, in calculating the Revenue Computations for each quarter, gross revenues for the year to date shall be annualized by dividing such sum by the number of months which have passed year to date (including the current month) and multiplying the result by 12. The resulting Percentage Rent amount shall be multiplied by the number of months that have passed year-to-date (including the current month) and divided by 12. Payments of Base Rent and Percentage Rent for the year to date shall be subtracted from the result to arrive at the Percentage Rent payment due for that quarter. The Revenue Computations shall be appropriately adjusted to calculate Breakpoint (the First Lease Quarter Percentage Rent for partial years. There shall be no reduction in Breakpoint, the Base Rent regardless of the result of the Revenue Computations. In addition, on or before March 1 of each year, commencing with March 1, 1999, Lessee shall deliver to Lessor an Officer's Certificate reasonably acceptable to Lessor setting forth the computation (based on audited financial statements of Lessee) of the actual Second Lease Quarter Percentage Rent that accrued for each quarter of the Fiscal Year that ended on the immediately preceding December 31 and shall pay to Lessor, with the delivery of the Officer's CertificateBreakpoint, the amount Third Lease Quarter Percentage Rent Breakpoint or the Annual Percentage Rent Breakpoint for such Lease Year, as applicable), utilized by Lessee and applicable to Lessee’s calculation of Percentage Rent through the end of that Lease Quarter, and (4) the cumulative total of any Percentage Rent then due and payable for the Fiscal Year then ended as shown in the Officer's Certificate, if any, that exceeds the amount actually paid as cumulative total of any Percentage Rent by Lessee previously paid with respect to any prior Lease Quarter(s) within such Lease Year. If such CFO Certificate indicates that any Percentage Rent is due for such Fiscal Lease Quarter (or such Lease Year, as applicable), based upon the cumulative total of Gross Revenues through the end of such Lease Quarter and the applicable Percentage Rent Breakpoint reflected in such statement, then Lessee shall pay and deliver any Percentage Rent then due with the statement and CFO Certificate for such Lease Quarter (or such Lease Year, as applicable). With respect to the final Percentage Rent calculation for any Lease Year, Lessee XXXXXXX/XXXXX/XXXXXXX ASSETS LEASE AGREEMENT shall receive a credit for any Percentage Rent previously paid with respect to such Lease Year. If the Percentage Rent actually due and payments previously made by Lessee to Lessor for the first three Lease Quarters of a Lease Year, on a cumulative basis, exceed the annual amount of Percentage Rent payable by Lessee to Lessor for such Fiscal Year is shown by such certificate to be less than the amount actually paid as Percentage Rent for the applicable Fiscal Lease Year, Lessor, at its option, then Lessee shall reimburse receive a credit for such amount to Lessee or credit such excess amount against the next quarter's Percentage Rent payments; providedpayment(s) becoming due and payable by Lessee to Lessor under this Agreement. The applicable Percentage Rent Breakpoint shall also be adjusted pro rata for any partial Lease Quarters or partial Lease Years at the beginning and/or end of the Term. All statements deliverable by Lessee to Lessor under this Agreement shall be delivered to the place where rent is then payable, however, that no Event of Default existsor to such other place or places as Lessor may from time to time direct by written notice to Lessee.

Payment of Percentage Rent. On or before the fifteenth (15th) day of each calendar month during the Term (including the calendar month next succeeding the last month of the Term), Tenant shall deliver to Landlord a written statement signed by Tenant or an officer of Tenant as being true and correct, setting forth the amount of Tenant’s Gross Sales during the immediately preceding calendar month, and on the same date Tenant shall pay Landlord the Percentage Rent for the immediately preceding calendar month. Within ninety (90) days after the end of each calendar year during the Term (except for the calendar year in which this Lease terminates), Tenant shall deliver to Landlord a written statement, signed and certified by Tenant or an officer of Tenant to be true and correct, setting forth the amount of Tenant’s Gross Sales made during the immediately preceding year (the “Yearly Reconciliation”). Within ninety (90) days after the termination of the Lease, Tenant shall deliver to Landlord a written statement, signed and certified by Tenant or an officer of Tenant to be true and correct, setting forth the amount of Tenant’s Gross Sales made during the final year, or part thereof, of the Lease (the “Final Reconciliation”). The authorized exclusions from Percentage Rent shall be due reconciled and payable quarterly on or before the 30th day after the last day of each quarter during the Term. Additionally, an Officer's Certificate, setting forth the calculation of such rent payment for such quarter, shall be delivered to Lessor quarterly, together with such quarterly Percentage Rent payment after each quarter of each Fiscal Year (or part thereof) during the Term. Such quarterly payment shall be based on the formula set forth in Section 3.1(b), but, in calculating the Revenue Computations for each quarter, gross revenues for the year to date shall be annualized by dividing such sum by the number of months which have passed year to date (including the current month) and multiplying the result by 12. The resulting Percentage Rent amount shall be multiplied by the number of months that have passed year-to-date (including the current month) and divided by 12. Payments of Base Rent and Percentage Rent for the year to date shall be subtracted from the result to arrive at the Percentage Rent payment due for that quarter. The Revenue Computations shall be appropriately adjusted to calculate Percentage Rent for partial years. There shall be no reduction in the Base Rent regardless of the result of the Revenue Computations. In addition, on or before March 1 of each year, commencing with March 1, 1999, Lessee shall deliver to Lessor an Officer's Certificate reasonably acceptable to Lessor setting forth the computation (based on audited financial statements of Lessee) payment of the actual Percentage Rent that accrued due hereunder shall be made on an annual basis for each quarter preceding year. If the Yearly Reconciliation or Final Reconciliation shows that additional Percentage Rent is due to Landlord, Tenant shall pay that amount to Landlord within thirty (30) days of the Fiscal Year that ended on the immediately preceding December 31 and shall pay to Lessor, with the delivery date of the Officer's CertificateYearly Reconciliation or Final Reconciliation. If the Yearly Reconciliation or Final Reconciliation shows that a credit is due to Tenant, Tenant shall receive a credit for that amount against the next accruing payments of rent hereunder. If any credit due to Tenant exists at the expiration or termination of this Lease, the amount of Percentage Rent due and payable for such credit shall be paid in cash by Landlord to Tenant within three (3) days following such expiration or termination. Landlord’s obligation to refund any such credit to Tenant shall survive the Fiscal Year then ended as shown in the Officer's Certificate, if any, that exceeds the amount actually paid as Percentage Rent by Lessee for such Fiscal Year. If the Percentage Rent actually due and payable for such Fiscal Year is shown by such certificate to be less than the amount actually paid as Percentage Rent for the applicable Fiscal Year, Lessor, at its option, shall reimburse such amount to Lessee expiration or credit such amount against the next quarter's Percentage Rent payments; provided, however, that no Event termination of Default existsthis Lease.