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such audit to be conducted by a certified public accountant designated by Lessor. If such an audit
<br />shows that there is a deficiency in the payment of any Percentage Rent, the deficiency shall become
<br />immediately due and payable. The cost of the audit shall be paid by Lessor unless the audit shows that
<br />Lessee has understated Gross Sales by more than 2°k, in which case Lessee shall pay all costs of the
<br />audit. In the event that Lessee, its pernutted sublessees, licensees, or concessionaires has failed to keep
<br />proper books of account, receipts, and records sufficient to enable the auditor to determine the
<br />Percentage Rent with reasonable accuracy, the auditor shall nonetheless determine the Percentage Rent
<br />with as much accuracy as circumstances permit. In the event such audit determines that Lessee has
<br />understated the Gross Sales by 39b or more, Lessor may temunate this Lease in addition to the
<br />foregoing remedies if it is determined by arbitration that Lessee had lmew that the Gross Sales were
<br />understafed.
<br />Lessor shall not be entitled to _conduct more than one audit with respect to any L.ease Year.
<br />~ Lessor shall keep confidential all infortnation gained in connection with any audit or inspection of
<br />records and all information provided in auy Percentage Rent report, and shall not disclose it to third
<br />parties; provide~d, however, that Lessor may disclose such information to the extent reasonably necessary
<br />m connection with financing arrangements or the assignment of Lessor's interest in the Premises as long
<br />~`, as Lessor takes reasonable steps to ensure that the applicable lender or assignee keeps such information
<br />( ~ confidential.
<br />E End of examples of altemative rent ad,j~tment clauses.
<br />3.6 Lessee shall pay to I.essor within 10 days after delivery of Lessor's statement, but not
<br />more often than monthly, Lessee's Share of the amount of all common area expenses incurred by
<br />Lessor relating direcdy or indirecfly to the drive aisles and ramps in Lessor's underground pazking
<br />structure and the shared structural elements, such as concrete walls, columns and piers located at the
<br />northern boundary of Lessor's underground parking structure as depicted in E~chibit B. ("common
<br />areas"). Nothing herein, however, requires Lessor to incur costs or expenses for operating or
<br />maintaining the common areas. For the purposes of this Lease the term "Lessee's Shaze" of common
<br />area expense shall be equal to the amount of the eapense multiplied by a fraction, the numerator of
<br />which is the gross number of square feet of Lessee's parking structure (inclnding easement area) and the
<br />denominator is the sum of the gross number of square feet of Lessor's parking structure and Lessee's
<br />pazking structure {excluding ramps to and from street level to the grade of the parking level). Lessor
<br />may, but is not required to, incur common area maintenance expenses and costs wluch include, without
<br />limitation, costs and expenses for operating, maintaining, repairmg, lighting, signing, cleaning, pa.inting,
<br />striping, and policing common areas; alarm and security systems; sweeping, paving and striping
<br />common areas; maintenance, repair and repla~cement of utility systems serving any common azeas; and
<br />costs and expenses of repair or replacement of paving, curbs, walkways, ducts, conduits, lighting
<br />facilities, electrical lines, poles and conduits and similaz items serving, in whole or in part, the common
<br />areas. Notwithstanding the foregoing, Lessee shall pay for the entire expense of repair of damage
<br />caused by the acts of Lessee or anyone claiming under Lessee or any agent, employee or invitee or
<br />either of them. -
<br />Section 4.Use
<br />(' 4.1 The Improvements may be used only for pedestrian oriented retail, offices, hotel,
<br />i~ residential and other uses functionally related to public transit However, the Improvements may not be
<br />' used for the offering, sale or display of obscene materials or obscene performances (as defined in
<br />Salem Revised Code 96.030 in as m effect on June 1, 1998); the sale of alcohol (eacept by a restaurant
<br />~~ or eating establishment other than a tavern or baz); or the sale of tobacco products. The Improvements
<br />i. r may not be used for any other purpose, operated under any other name, and may not be the subject of
<br />a change in concept without the written consent of Lessor. Lessee shall at all times maintain the
<br />~• Improvements with at least 75% of the available space occupied and operating (no more than 25°l0 of
<br />E~ the available space may be permitted to "go dazk" at any time), except in the case of a redevelopment of
<br />'~-~i the Premises or Improvements with the pnor written consent of Lessor.
<br />4.2 Anything in this Lease to the contrary notwithstanding, neither Lessee nor any of the
<br />occupants of the Lnprovements or the Premises shall engage in any activity that materially burdens or
<br />interferes with the operation of the transit system by the Salem Area Mass Transit District (or its
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<br />~} North Pad Ground Lease Courthouse Square
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