PRESENT, IN ALL MATERIAL RESPECTS, THE FINANCIAL CONDITION OF TENANT
AS OF THE DATE OF SUCH REPORTS, AND (III) SATISFY THE REQUIREMENTS SET FORTH IN
SECTION 31.17. IF TENANT DISCOVERS THAT ITS FINANCIAL STATEMENTS CONTAIN A
MISSTATEMENT OR AN OMISSION IN ANY MATERIAL RESPECT, IT SHALL PROMPTLY NOTIFY
LANDLORD OF SAME AND TAKE SUCH ACTIONS AS ARE REASONABLY NECESSARY TO CORRECT
SUCH FINANCIAL STATEMENTS; PROVIDED, HOWEVER, IN NO EVENT SHALL TENANT WILLFULLY
AND INTENTIONALLY MISSTATE ITS FINANCIAL STATEMENTS. IN NO EVENT SHALL TENANT
HAVE ANY LIABILITY TO LANDLORD OR ITS AFFILIATES IN RESPECT OF ANY BREACH OF THE
FOREGOING CERTIFICATION CAUSED BY TENANT'S NEGLIGENCE OR GROSS NEGLIGENCE OR,
EXCEPT AS SET FORTH IN SECTION 16.01 AND SECTION 16.02, FOR FAILURE TO
PERFORM ITS OBLIGATIONS UNDER THIS SECTION 31.17. LANDLORD'S SOLE RIGHTS AND
REMEDIES FOR A BREACH OF THIS SECTION 31.17 SHALL BE LIMITED TO THOSE REMEDIES
THAT ARE AVAILABLE TO LANDLORD AS SET FORTH IN SECTION 16.02 OF THIS LEASE.
(I)
TENANT AGREES THAT THE HOLDING AUDITED REPORTING FINANCIALS AND
THE TENANT AUDITED REPORTING FINANCIALS SHALL BE AUDITED BY, AND THE HOLDING
UNAUDITED REPORTING FINANCIALS AND THE TENANT UNAUDITED REPORTING FINANCIALS
SHALL BE REVIEWED BY, A NATIONALLY RECOGNIZED ACCOUNTING FIRM. FURTHERMORE,
TENANT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE ITS ACCOUNTANTS TO
DELIVER THEIR CONSENT IN A TIMELY MANNER TO THE INCLUSION OF THEIR AUDIT OPINION
IN ANY REGULATORY REPORTS FILED AS PART OF SPIRIT'S SEC REPORTING OBLIGATION;
PROVIDED, HOWEVER, THAT SUCH ACCOUNTANTS' FAILURE OR REFUSAL TO CONSENT SHALL
NOT BE A DEFAULT UNDER THIS LEASE.
(J)
TENANT AGREES, AS AN ACCOMMODATION TO LANDLORD AND FOR STRICTLY
INFORMATIONAL PURPOSES, TO PREPARE AND DELIVER TO LANDLORD A REPORT OF EACH
PROPERTY LOCATION DETAILING THE (I) SALES PER SQUARE FOOT AT EACH INDIVIDUAL
PROPERTY LOCATION, (II) OCCUPANCY COSTS OF EACH PROPERTY LOCATION, AND
(III) CAPITAL EXPENDITURES OF EACH PROPERTY LOCATION, WITHIN FORTY-FIVE (45)
DAYS AFTER THE END OF EACH FISCAL QUARTER AND NINETY (90) DAYS AFTER THE CLOSE
OF EACH FISCAL YEAR OF TENANT, AS APPLICABLE (SUCH INFORMATION TO BE SUBJECT TO
THE CONFIDENTIALITY AND NON-DISCLOSURE PROVISIONS SET FORTH IN
SECTION 31.17(G)); PROVIDED, HOWEVER, THAT (1) THE INACCURACY OF ANY REPORTS,
(2) TENANT'S FAILURE TO TIMELY DELIVER SUCH REPORTS, AND/OR (3) ANY DEFICIENCY
IN SUCH REPORTS OR ANY OTHER FAILURE TO COMPLY WITH THIS SECTION, SHALL NOT
CONSTITUTE A DEFAULT UNDER THIS LEASE.
31.18
STATE-SPECIFIC-PROVISIONS. THE PROVISIONS AND/OR REMEDIES WHICH ARE
SET FORTH ON THE ATTACHED EXHIBIT H SHALL BE DEEMED A PART OF AND INCLUDED
WITHIN THE TERMS AND CONDITIONS OF THIS LEASE.
31.19
COUNTERPARTS. THIS LEASE MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL.
31.20
MORTGAGEE CONSENT. WITH RESPECT TO ANY AND ALL PROVISIONS OF THIS
LEASE REQUIRING LANDLORD'S CONSENT, THE REFUSAL OR FAILURE OF LANDLORD'S
MORTGAGEE TO GRANT CONSENT (TO THE EXTENT REQUIRED AND APPLICABLE) SHALL BE A
REASONABLE BASIS FOR LANDLORD TO WITHHOLD ITS CONSENT.
31.21
WAIVER OF JURY TRIAL AND CERTAIN DAMAGES. LANDLORD AND TENANT HEREBY
KNOWINGLY, VOLUNTARILY AND