Common use of Reconciliation of Additional Rent Clause in Contracts

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and complete. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such report is true, correct true and completecorrect, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year Year, or portion thereof, based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such report is truetrue and correct, correct (ii) an audit of Gross Revenues prepared by a firm of independent certified public accountants proposed by Tenant and completeapproved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), and (iiiii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such report is true, correct true and completecorrect, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year Year, or portion thereof, based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after On or before April 30 of the end of calendar year immediately following the Base Year and each Lease Year thereafter (or for any portion thereof occurring during the Term)Property, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues Total Hotel Sales for each such Property for such preceding Lease the Base Year, or portion thereof, together with an audit thereof by Ernst & Young, LLP or another firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). On or before April 30, of each year thereafter, Tenant shall deliver to Landlord an Officer’s Certificate, signed by an officer of Tenant, certifying that, to 's Certificate setting forth the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due Total Hotel Sales for such Property for the preceding Lease Year based on and the Gross Revenues set forth in Additional Rent payable with respect to such financial reportLease Year with respect to such Property, together with an Officer’s Certificateaudit thereof, signed by an officer Ernst & Young, LLP or another firm of Tenantindependent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completedelayed or conditioned). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end on or before April 30, of each year, commencing April 30, following the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)Year, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues for each Property Total Hotel Sales for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer audit of Tenant, certifying that, to Total Hotel Sales for the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on Year, conducted by Arthur Andersen LLP, or another "Big Six", so-called, firm ox xxxexxxxxxx certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed). Landlord shall reimburse Tenant for the Gross Revenues set forth in reasonable cost of such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completeaudit. If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Disbursement Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered (or, if sooner, the date Tenant pays such excess to Landlord) and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall shall, at Tenant's election, pay such difference to Tenant within ten (10) Business Days after Tenant's written request therefor or grant Tenant a credit in the amount of such difference against the Additional Rent next coming due under this Agreement or, at Tenant's election, under any of the Other Leases, in the amount of any case, such difference, payment or credit to be made together with interest at the Interest Disbursement Rate, which interest shall accrue from the date of payment by of Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Disbursement Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Net Patient Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such report is truetrue and correct, correct (ii) an audit of Net Patient Revenues prepared by a firm of independent certified public accountants proposed by Tenant and completeapproved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), and (iiiii) a statement showing Tenant’s 's calculation of Additional Rent due for such preceding Lease Year based on the Gross Net Patient Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s 's statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such report is truetrue and correct, correct (ii) an audit of Gross Revenues prepared by a firm of independent certified public accountants proposed by Tenant and completeapproved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), and (iiiii) a statement showing Tenant’s 's calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s 's statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Fuel Revenues and Gross Non-Fuel Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such report is truetrue and correct, correct (ii) an audit of Gross Fuel Revenues and completeGross Non-Fuel Revenues prepared by a firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), and (iiiii) a statement showing Tenant’s 's calculation of Additional Rent due for such preceding Lease Year based on the Gross Fuel Revenues and Gross Non-Fuel Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s 's statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Fuel Revenues and Gross Non-Fuel Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such report is truetrue and correct, correct (ii) an audit of Gross Fuel Revenues and completeGross Non-Fuel Revenues prepared by a firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), and (iiiii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Fuel Revenues and Gross Non-Fuel Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five Within one hundred and twenty (75120) days after the end of the Base Year and each Lease Year thereafter (Year, Year, calendar year or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Yearfiscal year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and complete. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be, for which the Landlord has estimated Additional Rent pursuant to Section 5.4, the Landlord will compute the actual amount of such Additional Rent, as well as the Tenant’s proper share thereof pursuant to the applicable provisions of this Lease, and provide to the Tenant a detailed statement of such Additional Rent and the Tenant’s share for such period or portion thereof. If the Tenant’s proper share of the actual Additional Rent, as set out in any such credit cannot be made because statement, is greater or less than the Term has expired prior total instalments paid pursuant to application Section 5.5 in full respect of such earlier estimated Additional Rent, the Tenant will pay to the Landlord or the Landlord will pay to the Tenant, as the case may be, the excess within fifteen (15) days of the receipt of any such statement. Landlord will upon Tenant’s reasonable requests provide reasonable explanations and justifications relating to the Additional Rent and Landlord’s calculation thereof, . The Landlord shall make available to the Tenant all substantiating documentation necessary to verify the above mentioned statement setting out the actual Additional Rent. In the event of disagreement as to the Additional Rent, the matter will be submitted to and resolved by arbitration in accordance with the Code of Civil Procedure of Quebec. In the event that arbitration is required, the parties shall each appoint a qualified chartered accountant experienced in the determination of additional rent pursuant to semi-gross leases (Base plus escalation on Taxes and Operating Costs) for premises situated in Quebec, similar to the Premises. A third arbitrator shall be appointed by both arbitrators appointed by the parties and must also be qualified in accordance with the abovementioned criteria. Pending agreement. Tenant shall continue to pay the unapplied balance Additional Rent for the immediately preceding Lease Year and upon agreement or determination by arbitration, the Tenant shall commence to pay the new Additional Rent retroactive to the beginning of such credit the Lease Year or period in question and any underpayments will be adjusted retroactive to commencement of that Lease Year or period in question the whole as provided above. Any expenses of arbitration shall be borne equally by Landlord and Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Fuel Revenues and Gross Non-Fuel Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such report is truetrue and correct, correct (ii) if requested and completereasonably required by Landlord, an audit of Gross Fuel Revenues and Gross Non-Fuel Revenues prepared by a firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), and (iiiii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Fuel Revenues and Gross Non-Fuel Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the promptly refund such amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date provided no Event of payment by Tenant until the date of payment by LandlordDefault has occurred and is continuing.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Net Patient Revenues for each Senior Housing Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such report is true, correct true and completecorrect, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year Year, or portion thereof, based on the Gross Net Patient Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such report is true, true and correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Net Patient Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such report is truetrue and correct, correct (ii) an audit of Net Patient Revenues prepared by a firm of independent certified public accountants proposed by Tenant and completeapproved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), and (iiiii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Net Patient Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end on or before March 31, of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)year, commencing March 31, 1998, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) certified audits of Tenant's financial operations for the preceding Lease Year, together with a financial report certificate from certified public accountants reasonably acceptable to Landlord, in form reasonably acceptable to Landlord, setting forth the Gross Total Revenues for each Leased Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, Year and such other matters as Landlord may from time to the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completetime reasonably request. If the annual Additional Rent for the Collective Leased Properties for such preceding Lease Year as set forth shown in Tenant’s statement thereof the year-end certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise dischargedpaid. If the annual Annual Additional Rent for the Collective Leased Properties for such preceding Lease Year as shown in such statement the year-end certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default has occurred and is continuing, Landlord shall grant Tenant a credit equal to the amount of such overpayment against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paidoverpayment, as the case may befinally agreed or determined. If such a credit cannot be made because the Term has expired prior to application in full thereofbefore such credit can be effected, provided that no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance amount of such credit difference to Tenant. If an Event of Default has occurred, together with interest at Landlord shall apply such amounts to amounts due and owing under this Agreement and to the Interest Rate, which interest costs of collection of the same and shall accrue from the date of payment by Tenant until the date of payment by Landlordpay any excess to Tenant.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Senior Housing Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such report is true, correct true and completecorrect, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year Year, or portion thereof, based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Additional Rent Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such report is true, correct true and completecorrect, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year Year, or portion thereof, based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Certificate from Tenant’s knowledge, chief financial or accounting officer certifying that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In additionOn or before April 30, within seventy-five (75) days after the end of 1999, Tenant shall deliver to Landlord an Officer's Certificate setting forth Total Hotel Sales for the Base Year (other than with respect to the Hotels located in Tempe and each Lease Year thereafter (or any portion thereof occurring during the TermTucson), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an audit thereof by Deloitte & Touche LLP or another firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). On or before November 15, 1999, Tenant shall deliver to Landlord an Officer’s Certificate, signed by an officer of Tenant, certifying that, to 's Certificate setting forth Total Hotel Sales for the best of Tenant’s knowledge, such report is true, correct Base Year for the Tempe and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial reportTucson Properties, together with an audit thereof by Deloitte & Touche LLP or another firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). On or before April 30, of each year, commencing April 30, 2000, Tenant shall deliver to Landlord an Officer’s Certificate's Certificate setting forth the Total Hotel Sales for the preceding Lease Year and the Additional Rent payable with respect to such Lease Year, signed together with an audit thereof, by an officer Deloitte & Touche LLP or another firm of Tenantindependent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completedelayed or conditioned). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to by Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, which approval shall not be unreasonably withheld or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completedelayed). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In additionOn or before April 30, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)1999, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues Total Hotel Sales for each Property for such preceding Lease Year, or portion thereofthe Base Year (other than with respect to the Hotels located in Tempe and Tucson), together with an audit thereof by Deloitte & Touche LLP or another firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). On or before November 15, 1999, Tenant shall deliver to Landlord an Officer’s Certificate, signed by an officer 's Certificate setting forth Total Hotel Sales for the Base Year for each of Tenant, certifying that, to the best of Tenant’s knowledge, such report is true, correct Tempe and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial reportTucson Properties, together with an audit thereof by Deloitte & Touche LLP or another firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). On or before April 30, of each year, commencing April 30, 2000, Tenant shall deliver to Landlord an Officer’s Certificate's Certificate setting forth the Total Hotel Sales for each Property for the preceding Lease Year and the Additional Rent payable with respect to such Property for such Lease Year, signed together with an audit thereof, by an officer Deloitte & Touche LLP or another firm of Tenantindependent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completedelayed or conditioned). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise 30 discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five ninety (7590) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Net Resident Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such report is true, true and correct and complete, and (ii) for all Lease Years other than the Base Year, a statement showing Tenant’s 's calculation of Additional Rent due for such preceding Lease Year based on the Gross Net Resident Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s 's statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.. -22- (d) Confirmation of Additional Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in accordance with GAAP, which will accurately record all Net Resident Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Net Resident Revenues for such Lease Year. Landlord, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, by its accountants or representatives, to audit the information set forth in the Officer's Certificate referred to in subparagraph (c) above and, in connection with such audits, to examine Tenant's books and records with respect thereto (including supporting data and sales and excise tax returns). If any such audit discloses a deficiency in the payment of Additional Rent and, either Tenant agrees with the result of such audit or the matter is otherwise compromised with Landlord, Tenant shall forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or the matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit shall be settled by arbitration pursuant to the provisions of Article 22. Landlord shall pay for the cost of any such audit; provided, however, in the event that such audit reveals a deficiency in the payment of Additional Rent by Tenant of an aggregate of three percent (3%) or more, then Tenant shall reimburse Landlord for the actual costs of such audit. -23- Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement. 3.1.3

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end on or before --------------------------------- April 30, of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)year, commencing April 30, 1997, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues Total Hotel Sales for each Property the Collective Leased Properties for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer audit of Tenant, certifying that, to 's revenues for the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial reportYear, together with an Officer’s Certificateconducted by Xxxxxx Xxxxxxxx and Co., signed or another "Big Six", so-called, firm of independent certified public accountants proposed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct Tenant and completeapproved by Landlord (which approval shall not be unreasonably withheld or delayed). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end on or before April 30, of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)year, commencing April 30, 1998, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues Total Hotel Sales for each the Leased Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer audit of Tenant, certifying that, to 's revenues for the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial reportYear, together with an Officer’s Certificateconducted by Arthur Anderson and Co., signed or anoxxxx "Bxx Xxx", so-called, firm of independent certified public accountants proposed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct Tenant and completeapproved by Landlord (which approval shall not be unreasonably withheld or delayed). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In additionOn or before October 31, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)2001, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues Total Hotel Sales for each Property for such the Base Year together with an audit thereof by Ernst & Young LLP or another firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). On or before April 30 of each year, commencing April 30, 2002, Tenant shall deliver to Landlord an Officer's Certificate setting forth the Total Hotel Sales for each Property for the preceding Lease Year and the Additional Rent payable with respect to such Property for such Lease Year, or portion thereof, together with an Officer’s Certificateaudit thereof, signed by an officer Ernst & Young LLP or another firm of Tenantindependent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, certifying that, to the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completedelayed or conditioned). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Net Patient Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such report is true, true and correct and complete, and (ii) a statement showing - 21 - Tenant’s 's calculation of Additional Rent due for such preceding Lease Year based on the Gross Net Patient Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such statement is truetrue and correct. Notwithstanding the foregoing, correct if any MSLS Operating Agreement terminates, Tenant shall thereafter deliver to Landlord, together with the financial report and completeOfficer's Certificate referred to in clause (i) of the preceding sentence, an audit of Net Patient Revenues prepared by a firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s 's statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In additionOn or before April 30, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)1999, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues Total Hotel Sales for each Property for such preceding Lease Year, or portion thereofthe Base Year (other than with respect to the Hotels located in Tempe and Tucson), together with an audit thereof by Deloitte & Touche LLP or another firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). On or before November 15, 1999, Tenant shall deliver to Landlord an Officer’s Certificate, signed by an officer 's Certificate setting forth Total Hotel Sales for the Base Year for each of Tenant, certifying that, to the best of Tenant’s knowledge, such report is true, correct Tempe and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial reportTucson Properties, together with an audit thereof by Deloitte & Touche LLP or another firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). On or before April 30, of each year, commencing April 30, 2000, Tenant shall deliver to Landlord an Officer’s Certificate's Certificate setting forth the Total Hotel Sales for each Property for the preceding Lease Year and the Additional Rent payable with respect to such Property for such Lease Year, signed together with an audit thereof, by an officer Deloitte & Touche LLP or another firm of Tenantindependent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completedelayed or conditioned). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In additionOn or before April 30, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)1999, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues Total Hotel Sales for each Property for such preceding Lease the Base Year, or portion thereof, together with an audit thereof by Ernst & Young LLP, Arthur Anderson and Co., or another "Big Six," so-called, xxxx ox xxxxxendent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed) (the "Accountants"). In addition, on or before April 30 of each year, commencing April 30, 2000, Tenant shall deliver to Landlord an Officer’s Certificate, signed by an officer of Tenant, certifying that, to 's Certificate setting forth the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due Total Hotel Sales for such each Property for the preceding Lease Year based on and the Gross Revenues set forth in Additional Rent payable with respect to such financial reportProperty for such Lease Year, together with an Officer’s Certificateaudit thereof, signed conducted by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completeAccountants. If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end on or before April 30 of each year, commencing April 30, following the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)Year, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues Total Hotel Sales for each Property for of the four Fiscal Quarters in such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer audit of Tenant, certifying that, to Total Hotel Sales for the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on Year, conducted by Arthur Andersen LLP, or another "Big Five", so-called, fixx xx inxxxxxxxxt certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed). Landlord shall reimburse Tenant for the Gross Revenues set forth in reasonable cost of such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completeaudit. If the annual Additional Rent for in any Fiscal Quarter of such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Disbursement Rate, which interest shall accrue from the close of such preceding Fiscal Quarter of such Lease Year until the date that such statement certificate is required to be delivered (or, if sooner, the date Tenant pays such excess to Landlord) and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year any Fiscal Quarter as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall shall, at Tenant's election, pay such difference to Tenant within ten (10) Business Days after Tenant's written request therefor or grant Tenant a credit in the amount of such difference against the Additional Rent next coming due under this Agreement or, at Tenant's election, under any of the Other Leases, in the amount of any case, such difference, payment or credit to be made together with interest at the Interest Disbursement Rate, which interest shall accrue from the date of payment by of Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Disbursement Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five Within ninety (7590) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)Fiscal Year, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a an Officer's Certificate, together with certified audits with respect to Net Patient Revenues for the Facility and the facilities leased under the Other Leases, in form and substance reasonably satisfactory to Landlord, of Tenant's financial report operations prepared by accountants reasonably satisfactory to Landlord, setting forth the Gross Net Patient Revenues and Excess Net Patient Revenues for each Property for such the immediately preceding Lease Fiscal Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together additional information with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completerespect thereto as Landlord may reasonably request. If the annual Additional Percentage Rent for such preceding Lease any Fiscal Year as set forth shown in Tenant’s statement thereof the applicable officer's Certificate and accompanying financial statements is less than the amount previously paid with respect thereto, Landlord shall, at Landlord's option, refund any excess payment to Tenant or grant Tenant a credit against the next due payment of Percentage Rent in the amount of such difference. If the Percentage Rent for any Fiscal Year as shown in the applicable Officer's Certificate exceeds the amount previously paid with respect thereto by Tenantthereto, Tenant shall pay such excess to Landlord at such time as the statement such Officer's Certificate is delivered. Any difference between the Percentage Rent for any Fiscal Year as shown in such Officer's Certificate and the total amount of quarterly payments for such Fiscal Year previously paid, together with whether in favor of Landlord or Tenant, shall bear interest at the Interest Base Rate, which interest shall accrue from the close of such preceding Lease Fiscal Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If A final reconciliation of Percentage Rent, taking into account among other relevant adjustments, any contractual allowances which are accrued after the annual Additional Rent for expiration or sooner termination of this Lease, but which related to Net Patient Revenues accrued prior to such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by termination, and Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in 's good faith best estimate of the amount of any unresolved contractual allowances shall be made not later than two (2) years after such difference, together with interest termination and Tenant shall advise Landlord within sixty (60) days after such termination of Tenant's best estimate at that time of the Interest Rateapproximate amount of such adjustments, which interest estimate shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to binding on Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end on or before March 31 of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)year, commencing with March 31, 1992, Tenant shall deliverdeliver to Landlord certified audits of Tenant's financial operations for the preceding Fiscal Year, together with a certificate from Ernst & Young, or cause to be delivered, other certified public accountants reasonably acceptable to Landlord (i) a financial report the "Accountants"), in form acceptable to Landlord, setting forth the Gross Net Patient Revenues for each the applicable Leased Property for such preceding Lease Fiscal Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, and such other matters as Landlord may from time to the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completetime reasonably request. If the annual Additional Rent for the applicable Leased Property for said preceding Fiscal Year as shown in the year-end certificate is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against Additional Rent for such Leased Property next coming due in the amount of such difference, together with interest thereon at the Base Rate, which interest shall accrue from the close of such preceding Fiscal Year until the date that such credit is made such a credit cannot be made because the Term of the applicable Lease has expired before the credit can be effected, Landlord will pay, by check the amount of such difference to Tenant, together with interest thereon at the then applicable Base Rate, which interest shall accrue from the close of such preceding Fiscal Year until the date that such check is drawn. If the annual Additional Rent for the applicable Leased Property for said preceding Fiscal Year as set forth shown in Tenant’s statement thereof the year-end certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement certificate is delivered, together with interest at the Interest Base Rate, which interest shall accrue from the close of such preceding Lease Fiscal Year until the date that such statement certificate is required to be delivered anddelivered, thereafter, and thereafter such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s 's Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s 's knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s 's calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officer’s 's Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s 's knowledge, such statement is true, correct and complete. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s 's statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end on or before --------------------------------- April 30, of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)year, commencing April 30, 1996, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues for each Property the Collective Leased Properties for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer audit of Tenant, certifying that, to 's revenues for the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial reportYear, together with an Officer’s Certificateconducted by Xxxxxx Xxxxxxxx and Co., signed or another "Big Six", so-called, firm of independent certified public accountants proposed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct Tenant and completeapproved by Landlord (which approval shall not be unreasonably withheld or delayed). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by of Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five ninety (7590) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Net Resident Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such report is true, true and correct and complete, and (ii) for all Lease Years other than the Base Year, a statement showing Tenant’s 's calculation of Additional Rent due for such preceding Lease Year based on the Gross Net Resident Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s 's statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.. -22- (d)

Reconciliation of Additional Rent. In additionOn or before April 30, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)2001, --------------------------------- Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues Total Hotel Sales for each Property for such preceding Lease the Base Year, or portion thereof, together with an audit thereof by Xxxxxx Xxxxxxxx LLP or another firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). On or before April 30, of each year, also commencing April 30, 2001, Tenant shall deliver to Landlord an Officer’s Certificate, signed by an officer of Tenant, certifying that, to 's Certificate setting forth the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due Total Hotel Sales for such each Property for the preceding Lease Year based on and the Gross Revenues set forth in Additional Rent payable with respect to such financial reportProperty for such Lease Year, together with an Officer’s Certificateaudit thereof, signed by an officer Xxxxxx Xxxxxxxx LLP or another firm of Tenantindependent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completedelayed or conditioned). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the earlier of the date paid and the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such the difference, together with interest accrued thereon at the Interest Raterate of interest paid by State Street Bank and Trust Company, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paida successor institution, as the case may beon savings accounts. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant. It is expressly understood and agreed that, together with interest at respect to that portion of the Interest RateTerm commencing July 1, which interest 2000 and expiring December 31, 2000, Additional Rent shall accrue from be payable to the date extent that Total Hotel Sales for such period exceed Base Total Hotel Sales for the equivalent period of payment by Tenant until the date of payment by LandlordBase Year.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end on or before March 31, of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)year, commencing with March 31, 1993, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) certified audits of Tenant's financial operations for the preceding Fiscal Year, together with a financial report certificate from Ernst & Young or other certified public accountants reasonably acxxxxxble to Landlord, in form reasonably acceptable to Landlord, setting forth the Gross Net Patient Revenues for each Property for such preceding Lease Fiscal Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, and such other matters as Landlord may from time to the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completetime reasonably request. If the annual Additional Rent for said preceding Fiscal Year as shown in the year-end certificate is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against Additional Rent next coming due in the amount of such difference, together with interest at the Test Rate, which interest shall accrue from the close of such preceding Fiscal Year until the date such credit is applied or paid, as the case may be. If such a credit cannot be made because the Term of the applicable Lease has expired before the credit can be effected, Landlord will pay, by check, the amount of such difference to Tenant, together with any interest which shall have accrued as provided in the preceding sentence. If the annual Additional Rent for the applicable Leased Property for said preceding Fiscal Year as set forth shown in Tenant’s statement thereof the year-end certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement certificate is delivered, together with interest at the Interest Test Rate, which interest shall accrue from the close of such preceding Lease Fiscal Year until the date that such statement certificate is required to be delivered anddelivered, thereafter, and thereafter such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five Within ninety (7590) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)Fiscal Year, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a an Officer's Certificate, together with certified audits with respect to Net Patient Revenues for the Facility and the facilities leased under the Other Leases, in form and substance reasonably satisfactory to Landlord, of Tenant's financial report operations prepared by accountants reasonably satisfactory to Landlord, setting forth the Gross Net Patient Revenues and Excess Net Patient Revenues for each Property for such the immediately preceding Lease Fiscal Year, or portion thereof, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial report, together additional information with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completerespect thereto as Landlord may reasonably request. If the annual Additional Percentage Rent for such preceding Lease any Fiscal Year as set forth shown in Tenant’s statement thereof the applicable Officer's Certificate and accompanying financial statements is less than the amount previously paid with respect thereto, Landlord shall, at Landlord's option, refund any excess payment to Tenant or grant Tenant a credit against the next due payment of Percentage Rent in the amount of such difference. If the Percentage Rent for any Fiscal Year as shown in the applicable Officer's Certificate exceeds the amount previously paid with respect thereto by Tenantthereto, Tenant shall pay such excess to Landlord at such time as the statement such Officer's Certificate is delivered. Any difference between the Percentage Rent for any Fiscal Year as shown in such Officer's Certificate and the total amount of quarterly payments for such Fiscal Year previously paid, together with whether in favor of Landlord or Tenant, shall bear interest at the Interest Base Rate, which interest shall accrue from the close of such preceding Lease Fiscal Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If A final reconciliation of Percentage Rent, taking into account among other relevant adjustments, any contractual allowances which are accrued after the annual Additional Rent for expiration or sooner termination of this Lease, but which related to Net Patient Revenues accrued prior to such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by termination, and Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in 's good faith best estimate of the amount of any unresolved contractual allowances shall be made not later than two (2) years after such difference, together with interest termination and Tenant shall advise Landlord within sixty (60) days after such termination of Tenant's best estimate at that time of the Interest Rateapproximate amount of such adjustments, which interest estimate shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to binding on Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within on or before seventy-five (75) days after the end of each Fiscal Year, commencing with the first full Fiscal Year after the Base Year and each Lease Year thereafter (Year, Lessee shall deliver or any portion thereof occurring during the Term), Tenant shall cause Operator to deliver, or cause to be delivered, to Landlord (i) Lessor a financial report statement setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, Fiscal Year together with an Officer’s Certificate, signed by a certificate of an officer of Tenantthe Lessee, or Operator's chief accounting officer during the term of the Operating Agreement, certifying thatthat such year-end statement is true and correct. The Lessor shall within thirty (30) Business Days after the receipt of such statement send a Notice to the Lessee and to the Operator, if applicable, of any disputed items or matters in appropriate detail. If Lessor desires, at its own expense, to audit, examine or review the best statement and supporting records and/or certain procedures at the Retirement Community, as may be agreed upon by Lessor, Lessee and Operator, if applicable, with respect to internal financial controls, accounting policies and accounting procedures, or other procedures at the Retirement Community, Lessor shall notify Lessee in writing within sixty (60) days after receipt of Tenant’s knowledgesuch statement of its intention to audit and/or review such procedures and begin such audit and/or review no sooner than thirty (30) days and no later than sixty (60) days after Lessee's receipt of such Notice. Lessor shall complete such audit and/or review within ninety (90) days after commencement thereof. If Lessor does not conduct such an audit and/or review, then such report is true, correct statement and completeprocedures shall be deemed to be conclusively accepted by Lessor as being correct, and (ii) a statement showing Tenant’s calculation Lessor shall have no right thereafter, except in the event of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial reportfraud by Lessee and/or Operator, together with an Officer’s Certificate, signed by an officer of Tenant, certifying thatif applicable, to question or examine the best same. If such review by Lessor determines that the procedures specified above are not in compliance with the terms of Tenant’s knowledgethis Agreement, Lessor will provide Lessee and Operator, if applicable, with written Notice of such statement is true, correct deficiency and completeLessee and Operator shall remedy such deficiency. If the annual Additional Rent for such preceding Lease Fiscal Year as set forth shown in Tenant’s the annual statement thereof exceeds the amount previously paid with respect thereto by TenantLessee, Tenant Lessee shall pay such excess to Landlord Lessor at such time as the annual statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Fiscal Year as shown in such the annual statement is less than the amount previously paid with respect thereto by TenantLessee, Landlord Lessee shall grant Tenant a credit be entitled to offset the amount of such difference against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlordunder this Agreement.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end on or before April 30, of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)year, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues Total Hotel Sales and the calculation of Additional Rent for the Collective Leased Properties for each Property for fiscal quarter of such preceding Lease Year, or portion thereof, together with an Officer’s Certificateaudit of Tenant conducted by Xxxxxx Xxxxxxxx LLP, signed or another firm of independent certified public accountants proposed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such report is true, correct Tenant and complete, and approved by Landlord (ii) a statement showing Tenant’s calculation of which approval shall not be unreasonably withheld or delayed). If Additional Rent due for such preceding Lease Year based on as shown in the Gross Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and complete. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof 's Certificate exceeds the amount amounts previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year due as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by of Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Net Patient Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such report is true, true and correct and complete, and (ii) a statement showing Tenant’s 's calculation of Additional Rent due for such preceding Lease Year based on the Gross Net Patient Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such statement is truetrue and correct. Notwithstanding the foregoing, correct if any MSLS Operating Agreement terminates, Tenant shall thereafter deliver to Landlord, together with the financial report and completeOfficer's Certificate referred to in clause (i) of the preceding sentence, an audit of Net Patient Revenues prepared by a firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s 's statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five ninety (7590) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Net Resident Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such report is true, true and correct and complete, and (ii) for all Lease Years other than the Base Year, a statement showing Tenant’s 's calculation of Additional Rent due for such preceding Lease Year based on the Gross Net Resident Revenues set forth in such financial report, together with an Officer’s Certificate, signed by an 's Certificate from Tenant's chief financial or accounting officer of Tenant, certifying that, to the best of Tenant’s knowledge, that such statement is true, correct true and completecorrect. If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s 's statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end on or before April 30, of each year, commencing April 30, following the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)Year, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues for each Property Total Hotel Sales for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer audit of Tenant, certifying that, to Total Hotel Sales for the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on Year, conducted by Xxxxxx Xxxxxxxx LLP, or another "Big Six", so-called, firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed). Landlord shall reimburse Tenant for the Gross Revenues set forth in reasonable cost of such financial report, together with an Officer’s Certificate, signed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completeaudit. If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Disbursement Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered (or, if sooner, the date Tenant pays such excess to Landlord) and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall shall, at Tenant's election, pay such difference to Tenant within ten (10) Business Days after Tenant's written request therefor or grant Tenant a credit in the amount of such difference against the Additional Rent next coming due under this Agreement or, at Tenant's election, under any of the Other Leases, in the amount of any case, such difference, payment or credit to be made together with interest at the Interest Disbursement Rate, which interest shall accrue from the date of payment by of Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Disbursement Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In additionOn or before April 30, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)1999, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues calculation of Total Hotel Sales for each Property for such preceding Lease the Base Year, or portion thereof, together with an audit thereof by Ernst & Young LLP, Arthur Anderson and Co., or another "Big Four," so-called, xxxx xf independxxx certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed) (the "Accountants"). In addition, on or before April 30 of each year, commencing April 30, 2000, Tenant shall deliver to Landlord an Officer’s Certificate, signed by an officer of Tenant, certifying that, to 's Certificate setting forth the best of Tenant’s knowledge, such report is true, correct Total Hotel Sales for each Property for the preceding Lease Year and complete, and (ii) a statement showing Tenant’s the calculation of Additional Rent due payable with respect to such Property for such preceding Lease Year based on the Gross Revenues set forth in such financial reportYear, together with an Officer’s Certificateaudit thereof, signed conducted by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completeAccountants. If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after the end on or before --------------------------------- April 30, of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term)year, commencing April 30, 1997, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues for each Property the Collective Leased Properties for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate, signed by an officer audit of Tenant, certifying that, to 's revenues for the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year based on the Gross Revenues set forth in such financial reportYear, together with an Officer’s Certificateconducted by Xxxxxx Xxxxxxxx and Co., signed or another "Big Six", so-called, firm of independent certified public accountants proposed by an officer of Tenant, certifying that, to the best of Tenant’s knowledge, such statement is true, correct Tenant and completeapproved by Landlord (which approval shall not be unreasonably withheld or delayed). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by of Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Additional Rent. In addition, within seventy-five (75) days after On or before April 30 of the end of calendar year immediately following the Base Year and each Lease Year thereafter (or for any portion thereof occurring during the Term)Property, Tenant shall deliver, or cause to be delivered, deliver to Landlord (i) a financial report an Officer's Certificate setting forth the Gross Revenues Total Hotel Sales for each such Property for such preceding Lease the Base Year, or portion thereof, together with an audit thereof by Ernst & Young, LLP or another firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). On or before April 30, of each year thereafter, Tenant shall deliver to Landlord an Officer’s Certificate, signed by an officer of Tenant, certifying that, to 's Certificate setting forth the best of Tenant’s knowledge, such report is true, correct and complete, and (ii) a statement showing Tenant’s calculation of Additional Rent due Total Hotel Sales for such Property for the preceding Lease Year based on and the Gross Revenues set forth in Additional Rent payable with respect to such financial reportLease Year with respect to such Property, together with an Officer’s Certificateaudit thereof, signed by an officer Ernst & Young, LLP or another firm of Tenantindependent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, certifying that, to the best of Tenant’s knowledge, such statement is true, correct and completedelayed or conditioned). If the annual Additional Rent for such preceding Lease Year as set forth shown in Tenant’s statement thereof the Officer's Certificate exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement Officer's Certificate is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement certificate is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement the Officer's Certificate is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.amount