CONDITIONED), AND (III) 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 FROM TENANT'S CHIEF
FINANCIAL OR ACCOUNTING OFFICER CERTIFYING THAT SUCH STATEMENT IS TRUE AND
CORRECT.
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 promptly refund such amount to
Tenant, provided no Event of Default has occurred and is continuing.
(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 ALL MATERIAL RESPECTS IN ACCORDANCE
WITH GAAP, WHICH WILL ACCURATELY RECORD ALL GROSS FUEL REVENUES AND ALL GROSS
NON-FUEL 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 GROSS FUEL REVENUES AND GROSS NON-FUEL
REVENUES FOR SUCH LEASE YEAR.
LANDLORD, AT ITS OWN EXPENSE, 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 ANY SUCH AUDIT, TO EXAMINE
TENANT'S BOOKS AND RECORDS WITH RESPECT THERETO (INCLUDING SUPPORTING DATA AND
SALES AND EXCISE TAX RETURNS).
LANDLORD SHALL BEGIN SUCH AUDIT AS SOON AS
REASONABLY POSSIBLE FOLLOWING ITS RECEIPT OF THE APPLICABLE OFFICER'S
CERTIFICATE AND SHALL COMPLETE SUCH AUDIT AS SOON AS REASONABLY POSSIBLE
THEREAFTER.
ALL SUCH AUDITS SHALL BE PERFORMED AT THE LOCATION WHERE SUCH BOOKS
AND RECORDS ARE CUSTOMARILY KEPT AND IN SUCH A MANNER SO AS TO MINIMIZE ANY
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INTERFERENCE WITH TENANT'S BUSINESS OPERATIONS.
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 DETERMINED, 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