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respectively, and the right to examine, make extracts from and copy, at the Leased Premises or <br />(at the option of Lessor) at the corporate headquarters office of Lessee in the United States, <br />Lessee's and all concessionaires' books, source documents, accounts, records and sales tax <br />reports filed with applicable government agencies in order to verify the amount of Gross Sales <br />in and from the Leased <br />orattLessee'secorparate headquarsee shall make all ters, iuch fents elected byLessor)upoavailable5) <br />the Leased Premises <br />days' prior written notice from Lessor, as the case may be. <br />5.1 Audit. At its option, Lessor may at any time, upon ten (10) clays' prior written <br />notice to Lessee, arrange for an auditor selected by Lessor to conduct a complete audit (including <br />a physical inventory) of the entire records and operations of Lessee, including those in <br />connection with any concessionaire concerning business transacted upon or includable in Gross <br />Sales from the Leased Premises during the period covered by any statement issued by Lessee. <br />Audit shall be conducted as to cause the least amount of disruption to the operation of Lessee's <br />business. Lessee shall make available to Lessor auditor at the Leased Premises (or at Lessee's <br />corporate headquarters, if elected by Lessor within. ten (10) days following Lessor's notice <br />requiring such audit, all of the books, source documents, accounts and records referred to in this <br />Lease and any other materials which such auditor deems necessary or desirable for the purpose <br />of making such audit. Lessee shall promptly pay to Lessor the amount of any deficiency in <br />percentage rent payments respectively, disclosed by any such audit. If such audit shall disclose <br />that Lessee's statement of Gross Sales is at variance to the extent of three percent (3%) or more, <br />Lessor, as the case may be, may bill to Lessee the amount of any deficiency and the cost of such <br />audit, which shall be paid by Lessee within ten (10) days after Lessee's receipt of the applicable <br />invoice; in the event Lessee fails to pay such discrepancy and costs, Lessor may terminate this <br />Lease as set forth below and/or shall have such other rights and remedies as may be provided <br />herein or at law arising by virtue of Lessee's failure to pay Percentage Rent, Prior to the <br />finalization of the auditor's report and submission of an invoice to Lessee, Lessee shall have no <br />loss than thirty (30) days to review and analyze the auditor's draft xeport and present argument if <br />it disagrees with the auditor's draft findings. In addition to the foregoing, and in addition to all <br />other remedies available to Lessor, in the event Lessor or Lessor's auditor, shall reasonably <br />schedule a date for an audit of Lessee's records in accordance with this Section, and Lessee shall <br />fail to be available or shall <br />otherwise <br />associated with the scheduled auditements for such audit, Lessee <br />shall pay all costs and e p <br />5.2 Audit Penalties. In addition to all other remedies available to Lessor, in the event <br />that airy such audit shall disclose that Lessee's records and other documents as referred to in this <br />Section and such other materials provided by Lessee to Lessor's auditor are inadequaatelin e <br />opinion of Lessor or Lessor's auditor, to accurately disclose Lessee's Gross Sales, <br />thenas the case may be, shall be entitled to collect as additional rent from Lessee an amount equal to <br />percentage rent due for such understatement together with interest at eighteen percent (18%) per <br />annum and the cost of such audit and attorney fees if an attorney is required to bring suit, action, <br />or other proceeding to enforce the terms of this Section. Lessor's exercise of the foregoing <br />remedy shall in no way limit or otherwise affeuaLessor's e terms, covenants onditionse other les <br />of <br />available to it, nor shall Lessee's obligations pursuant <br />this Lease (including, without limitation, Lessee's obligation with respect to reporting Gross <br />Sales and payment of Percentage Rent) be in any manner reduced or diminished by the exercise <br />of such remedy. In the event that Lessee shall, following the exercise of such remedy, provide to <br />534 <br />