Common use of Percentage Rent Clause in Contracts

Percentage Rent. Tenant shall (i) not later than the twenty-first (21st) day after the close of each calendar month, deliver to Landlord a written statement certified by an officer of Tenant to the best knowledge of such officer, showing Gross Sales made in such calendar month; and (ii) not later than 30 days after the end of each Lease Year or Partial Lease Year, deliver to Landlord a statement of Gross Sales for such Lease Year or Partial Lease Year the correctness of which is certified to by an independent certified public accountant. If Tenant fails to prepare and deliver any statement of Gross Sales required hereunder, within the time or times specified above, then Landlord shall have the right, in addition to the other rights and remedies set forth in this Lease, (a) to collect from Tenant a sum which shall be [***] per calendar day for each day that Gross Sales reports are not so submitted, and (b) to estimate Tenant's Gross Sales for any non-reported period (which estimate shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations which may be derived therefrom) and bill Xxxant's Percentage Rent accordingly. Landlord reserves the right, at Landlord's option, to adjust Percentage Rent billxxxx xxxn actual Gross Sales reports are received. On or before the twenty-first (21st) day of each May, August, November and February, Tenant shall pay Landlord [***] of Gross Sales of Tenant generated by Tenant's Simulators during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period and [***] of Gross Sales of Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period. Within thirty (30) days after the later of (i) the due date for Tenant's annual report of Gross Sales, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord for such Lease Year or Partial Lease Year Percentage Rent greater than Tenant is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the Percentage Rent required to be paid for such period, Tenant shall pay Landlord such difference. The parties acknowledge that Gross Sales may fluctuate substantially during different months of any annual period, and the parties agree that Percentage Rent payable for a Partial Lease Year shall be determined in a manner that approximates the monthly Percentage Rent that would be payable if the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating Percentage Rent for a Partial Lease Year pursuant to Section 4.1 and this Section 4.3, the Percentage Rent shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the "Partial Lease Year Fraction"). As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and shall be payable as provided in Section 4.3 of this Lease, subject to adjustment as provided in the immediately following paragraph. The Percentage Rent for a Partial Lease Year thereafter shall be adjusted based on the actual Gross Sales for the annual period starting on the Commencement Date and ending on the 365th day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual period shall be computed based on the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments of Percentage Rent by Tenant promptly shall be paid by Tenant and overpayments of Percentage Rent shall be credited to the *** Confidential treatment requested.

Percentage Rent. In addition to the Basic Rent, in the event that Tenant's "Gross Sales" (as hereinafter defined) during any calendar year exceed the applicable breakpoint set forth in the table below, commencing on the Rent Commencement Date, Tenant shall (i) not later than the twenty-first (21st) day after the close of each calendar month, deliver pay to Landlord a written statement certified by an officer sum equal to two and one- half percent (2.5%) of Tenant to the best knowledge of such officer, showing Tenant's Gross Sales made in excess of the applicable breakpoint (such calendar month; and payment being hereinafter referred to as "Percentage Rent"): Term Breakpoint Initial Term: Years 1-10 $5,213,040.00 Years 11-15 $5,734,360.00 First Option Period $6,021,080.00 Second Option Period $6,322,120.00 Third Option Period $6,638,200.00 Within ninety (ii90) not later than 30 days after the end of each Lease Year calendar year or Partial Lease Yearthe end of the Term, whichever shall first occur, Tenant shall deliver to Landlord a Landlord, at the place then fixed for the payment of rent, an annual statement of Gross Sales for the preceding calendar year and the full Percentage Rent payable hereunder, if determined to be payable. Tenant shall prepare and keep at its principal offices, until at least the date that is twelve (12) months following the end of each calendar year, an accurate account of its Gross Sales disclosing the cash receipts and such Lease Year or Partial Lease Year other information as may be reasonably necessary to determine the correctness of Gross Sales, including all such sales records which is certified to would normally be examined by an independent accountant pursuant to generally accepted accounting principles if an audit of Tenant's Gross Sales were to be performed. Landlord may, at its option and expense, acting alone or through its duly authorized representatives, inspect and audit Tenant's record of sales made from the Leased Premises at any time or from time to time, provided such inspection and audit covering a calendar year (i) is made within twelve (12) months following receipt of Tenant's statement for such calendar year and (ii) is performed by Landlord's employees or regularly employed certified public accountantaccountants whose fees shall not be charged on a contingent fee or similar basis. If Tenant fails to prepare and deliver Any claim by Landlord for revision of any statement of Gross Sales required hereunder, or for additional Percentage Rent for any calendar year must be made in writing to Tenant within fifteen (15) months after the time or times specified above, then Landlord shall have the right, in addition to the other rights and remedies set forth in this Lease, (a) to collect from Tenant a sum which shall be [***] per calendar day for each day that Gross Sales reports are not so submitted, and (b) to estimate receipt of Tenant's Gross Sales statement for any non-reported period (which estimate such calendar year. If such inspection and audit shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations which may be derived therefrom) and bill Xxxant's disclose a deficiency in Percentage Rent accordingly. Landlord reserves the right, at Landlord's option, to adjust Percentage Rent billxxxx xxxn actual Gross Sales reports are received. On or before the twenty-first (21st) day of each May, August, November and Februarypaid for such calendar year, Tenant shall promptly pay to Landlord [***] the amount of such deficiency. Furthermore, notwithstanding anything contained herein to the contrary, if such inspection and audit shall disclose that the Gross Sales stated in the previously submitted annual statement of Gross Sales of Tenant generated by Tenant's Simulators during the three were less than ninety-five percent (395%) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period and [***] of Gross Sales of Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period. Within thirty (30) days after the later of (i) the due date for Tenant's annual report of actual Gross Sales, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord for such Lease Year or Partial Lease Year and that Percentage Rent greater than Tenant is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the Percentage Rent required to be paid for such periodthus been erroneously underpaid, Tenant shall pay or reimburse Landlord for all reasonable costs and expenses of the certified public accountant selected to perform such differenceinspection and audit. The parties acknowledge that Landlord agrees to hold in confidence all information obtained from Tenant during any inspection and audit of Tenant's books and records; provided, however, Landlord may disclose Tenant's Gross Sales may fluctuate substantially during different months of any annual period, and the parties agree that Percentage Rent payable for a Partial Lease Year shall be determined in a manner that approximates the monthly Percentage Rent that would be payable if the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating Percentage Rent for a Partial Lease Year pursuant to Section 4.1 and this Section 4.3, the Percentage Rent shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the Landlord's "Partial Lease Year Fraction"Mortgagee(s). As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and shall be payable as provided in Section 4.3 of this Lease, subject to adjustment as provided in the immediately following paragraph. The Percentage Rent for a Partial Lease Year thereafter shall be adjusted based on the actual Gross Sales for the annual period starting on the Commencement Date and ending on the 365th day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual period shall be computed based on the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined hereinafter defined) if such disclosure is required by such Mortgagee(s) and if such Mortgagee(s) agree to hold such information in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments of Percentage Rent by Tenant promptly shall be paid by Tenant and overpayments of Percentage Rent shall be credited to the *** Confidential treatment requestedconfidence.

Percentage Rent. Tenant In addition to the Minimum Monthly Rental agreed to --------------- be paid by Lessee, Lessee shall pay to Lessor, at the time and in the manner specified in this Lease, an additional rental in an amount (ihereinafter referred to as "Percentage Rent") not later than equal to five percent (5%) of the twenty-first (21st) day after amount of Lessee's gross sales made in, upon or from the close of business on the Demised Premises during each calendar monthyear of the term hereof, deliver less (a) the aggregate amount of the Minimum Monthly Rental previously paid by Lessee for said calendar year, (b) all real property taxes and general and special assessments levied against the Demised Premises as provided in Article 3.1 hereinbelow and paid by Lessee or accrued, (c) all expenses for exterior maintenance and upkeep of the building and adjacent walkways and landscape areas, (d) all premiums for insurance required hereby, and (e) all similar costs and expenses, if any, arising under the terms of the CC&Rs (as defined in Article 20.1 hereinbelow). If the amount of any such deductions in any year exceeds the amount of Percentage Rent payable for said year, then such excess shall be carried forward and applied to Landlord a written statement certified by an officer reduce the amount of Tenant Percentage Rent payable in any succeeding year or portion thereof should this Lease terminate prior to the best knowledge expiration of a full year. The term "exterior maintenance and upkeep" is not to be construed to include any janitorial or regular maintenance service which is to be provided by Lessee or its assignee without deduction or offset, but rather is intended to include repairs and maintenance for wear and tear. The Percentage Rent shall be paid quarterly (as herein provided) based upon gross sales during such officerquarterly period. In the event the quarterly payments of Percentage Rent do not in the aggregate equal the Percentage Rent when calculated on an annual basis, showing Gross Sales made then, in such calendar month; and event, an adjustment shall be made within forty-five (ii45) not later than 30 days after the end of each Lease Year or Partial Lease Yearyear of the term hereof, deliver to Landlord a statement of Gross Sales for such Lease Year or Partial Lease Year and the correctness of which is certified to by an independent certified public accountant. If Tenant fails to prepare and deliver any statement of Gross Sales required hereunder, within party owing money shall promptly pay the time or times specified above, then Landlord shall have the right, in addition amount owed to the other rights and remedies set forth in this Lease, (a) to collect from Tenant a sum which party. Percentage Rent shall be [***] per calendar day for each day that Gross Sales reports are not so submitted, and (b) to estimate Tenant's Gross Sales for any non-reported period (which estimate shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations which may be derived therefrom) and bill Xxxant's Percentage Rent accordingly. Landlord reserves the right, at Landlord's option, to adjust Percentage Rent billxxxx xxxn actual Gross Sales reports are received. On or before the twenty-first (21st) day of each May, August, November and February, Tenant shall pay Landlord [***] of Gross Sales of Tenant generated by Tenant's Simulators during the three (3) months (or less in a Partial Lease Year) ending paid quarterly on the last twenty- fifth (25th) day of the month preceding such payment date immediately following the quarterly period in which the gross sales are made. Notwithstanding expiration or sooner termination of this Lease, Lessee shall pay to Lessor the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period and [***] of Gross Sales of Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending Percentage Rent on the last twenty-fifth (25th) day of the month preceding such payment date to immediately following expiration or sooner termination for the extent such Gross Sales exceed [***] (pro rated accordingly for a last quarterly period of less than three [3] months) for such periodthe term of this Lease or fraction thereof. Within thirty (30) days after For the later of (i) the due date for Tenant's annual report of Gross Sales, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord for such Lease Year or Partial Lease Year Percentage Rent greater than Tenant is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the Percentage Rent required to be paid for such period, Tenant shall pay Landlord such difference. The parties acknowledge that Gross Sales may fluctuate substantially during different months of any annual period, and the parties agree that Percentage Rent payable for a Partial Lease Year shall be determined in a manner that approximates the monthly Percentage Rent that would be payable if the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating computing Percentage Rent for a Partial Lease Year pursuant to Section 4.1 the first and this Section 4.3, last quarterly periods of the Percentage Rent shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the "Partial Lease Year Fraction"). As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and shall be payable as provided in Section 4.3 term or extended term of this Lease, subject to adjustment as provided in if either is less than a full calendar quarter, the immediately following paragraph. The Percentage Rent prorated Minimum Monthly Rental and other expenses enumerated above for a Partial Lease Year thereafter shall be adjusted based on the actual Gross Sales for the annual period starting on the Commencement Date and ending on the 365th day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual fractional period shall be computed based on deducted from the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments percentage of Percentage Rent by Tenant promptly shall be paid by Tenant and overpayments of Percentage Rent shall be credited to the *** Confidential treatment requestedsales realized during such fractional period.

Percentage Rent. Tenant shall (i) not later than the twenty-first fifteenth (21st15th) fifth (5th) day after the close of each calendar month, deliver to Landlord at the Center office a written statement certified under oath by Tenant or an officer of Tenant to the best knowledge of such officerTenant, showing Gross Sales and Adjusted Gross Sales made in such calendar month; and (ii) not later than 30 sixty (60) thirty (30) days after the end of each Lease Year or Partial Lease Year, deliver to Landlord at the Center office a statement of Gross Sales and Adjusted Gross Sales for such Lease Year or Partial Lease Year the correctness of which is certified to by Tenant or an independent certified public accountantofficer of Tenant. If Tenant fails to prepare and deliver any statement of Gross Sales and Adjusted Gross Sales required hereunder, within the time or times specified above, then Landlord shall have the right, in addition to the other rights and remedies set forth in this Lease, (a) to collect from Tenant a sum which shall be [***] per calendar day $250.00 which shall be deemed liquidated damages for each day that Gross Sales reports are not so submittedadministrative and overhead expenses resulting from such failure, and (b) to estimate Tenant's Adjusted Gross Sales for any non-reported period (which estimate shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations which may be derived therefrom) and bill XxxantTenant's Percentage Rent accordinglyaxxxxdingly. Landlord shall reserves the right, at Landlord's option, to adjust Percentage Rent billxxxx xxxn billings when actual Gross Sales Adjusted Grosx Xxxxx reports are received. On or before Percentage Rent shall become due and payable in each Lease Year on the twenty-first twentieth (21st20th) fifteenth (15th) day of each May, August, November and February, Tenant shall pay Landlord [***] of the month immediately following the month during which Adjusted Gross Sales of Tenant generated by Tenant's Simulators exceed the Sales Breakpoint for such Lease Year, and thereafter shall be paid monthly on all additional Adjusted Gross Sales made during the remainder of such Lease Year, such payments to be made concurrently with the submission by Tenant to Landlord of the written statement of monthly Adjusted Gross Sales as provided for herein. Tenant will preserve for at least three (3) years at Tenant's notice address all original books and records disclosing information pertaining to Gross Sales and Adjusted Gross Sales and such other information respecting Gross Sales and Adjusted Gross Sales as Landlord reasonably requires, including, but not limited to, cash register tapes, sales slips, sales checks, non-consolidated gross income and sales tax returns, bank deposit records, sales journals and other supporting data including itemized records of permitted exclusions. Landlord and its agents shall have the right during business hours to examine and audit such books and records preserved by Tenant. If such examination or audit discloses a liability for Percentage Rent three percent (3%) or more in excess of the Percentage Rent paid by Tenant for any period Lease Year and at least $500.00 of Percentage Rent is owed as the result of such audit, or if Tenant's Gross Sales and Adjusted Gross Sales cannot be verified due to the insufficiency or inadequacy of Tenant's records, Tenant shall promptly pay Landlord the reasonable cost of said audit. Tenant shall, in any event, pay to Landlord the amount of any deficiency in rents which is disclosed by such audit. If such examination or audit discloses an overpayment of Percentage Rent, then the excess, less the cost of such examination or audit, shall be credited to Tenant's account. Tenant's obligation to preserve all original books and records shall survive the expiration of the Lease Term or the earlier termination of this Lease. Landlord agrees to maintain confidentiality with respect to all information obtained as to Tenant's Adjusted Gross Sales and Gross Sales. If Tenant shall fail to attain Adjusted Gross Sales in an amount equal to $2,000,000.00 during the third (3rd), fourth (4th) or fifth (5th) Lease Years of the Lease Term, or if Tenant shall fail to attain Adjusted Gross Sales sufficient to incur Percentage Rent in an amount equal to at least twenty five percent (25%) of the Minimum Annual Rent payable pursuant to Section 1.1(g) of this Lease in any Lease Year after the fifth (5th) Lease Year of the Lease Term, then Landlord may elect to terminate this Lease by written notice to Tenant given within six (6) months (or less in a Partial after the end of the applicable Lease Year, and this Lease shall terminate and be null and void ninety (90) ending on the last day days after delivery of the month preceding such payment date to the extent notice. Tenant may render such Gross Sales exceed [***] (pro rated accordingly for a period notice of less than three [3] months) for such period and [***] of Gross Sales of termination inoperative if Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period. Within shall, within thirty (30) days after receipt of such notice, agree in writing to increase the later Minimum Annual Rent payable for each Lease Year thereafter (including the Lease Year in which such notice of termination was received) by an amount equal to twenty-five percent (i25%) of the due date Minimum Annual Rent payable for Tenantthe Lease Year immediately preceding such notice of termination. Landlord's annual report failure to exercise such right of Gross Sales, or (ii) termination at the date end of any Lease Year shall not be deemed a waiver of Landlord's receipt right to terminate the Lease at the end of any subsequent Lease Year. If Adjusted Gross Sales do not exceed One Million Six Hundred Thirty-eight Thousand Seven Hundred Twenty-five and 00/100 Dollars ($1,638,725.00) during the third (3rd) Lease Year of the Term, then Landlord or Tenant may elect to terminate this Lease by notice to the other given not more than sixty (60) days following the expiration of the third (3rd) Lease Year and this Lease shall terminate and be null and void ninety (90) days after delivery of such annual reportnotice, if and, upon such termination, both parties hereto shall be relieved from further obligations hereunder. If Tenant has paid Landlord for such Lease Year or Partial Lease Year Percentage Rent greater than Tenant is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than exercises the Percentage Rent required to be paid for such periodright of termination, Tenant shall pay Landlord such differenceback the unamortized portion of improvements Landlord's Contribution based upon a ten (10) year straight line amortization schedule, computed from the Commencement Date and as of the effective date of termination. The parties acknowledge In the event that at any time or times during the third (3rd) Lease Year Tenant is prevented from operating its business at the Premises due to matters set forth in Section 24.5 of this Lease, then for purposes of this paragraph only, Tenant's Adjusted Gross Sales may fluctuate substantially for such time or times during different months of any annual period, and the parties agree that Percentage Rent payable for a Partial third (3rd) Lease Year shall be determined in a manner that approximates the monthly Percentage Rent that would deemed to be payable if the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating Percentage Rent for a Partial Lease Year pursuant equal to Section 4.1 and this Section 4.3, the Percentage Rent shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the "Partial Lease Year Fraction"). As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and shall be payable as provided in Section 4.3 of this Lease, subject to adjustment as provided in the immediately following paragraph. The Percentage Rent for a Partial Lease Year thereafter shall be adjusted based on the actual Tenant's Adjusted Gross Sales for the annual period starting on identical period(s) during the Commencement Date and ending on most recent year as to which Tenant was not so prevented from operating its business at the 365th day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual period shall be computed based on the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments of Percentage Rent by Tenant promptly shall be paid by Tenant and overpayments of Percentage Rent shall be credited to the *** Confidential treatment requested.Premises..

Percentage Rent. (a) In addition to the payment of the minimum rent, as hereinbefore provided, Tenant shall (i) not later than the twenty-first (21st) day after the close of each calendar month, deliver pay to Landlord a written statement certified by for each lease year of the term hereof, as percentage rent, an officer of Tenant amount equal to the best knowledge of such officer, showing percentage rent factor (see Data Sheet) multiplied by all Gross Sales made resulting from business conducted in, on or from the leased premises during such lease year in such calendar month; and (ii) not later than 30 days after excess of the end of each Lease Year or Partial Lease Year, deliver to Landlord a statement amount of Gross Sales set forth in the Data Sheet (hereinafter referred to as "Minimum Gross Sales"). Subsequent to the date upon which Tenant is initially obligated to open for such Lease Year or Partial Lease Year business in the correctness of which is certified to by an independent certified public accountant. If Tenant fails to prepare and deliver any statement of Gross Sales required hereunder, within the time or times specified above, then Landlord shall have the rightleased premises, in addition to the any and all other rights and remedies set forth in afforded to Landlord under this LeaseLease by reason of default, (a) to collect from Tenant a sum which "Minimum Gross Sales" shall be [***] per calendar day reduced by 1/360th for each day or portion thereof that Gross Sales reports are Tenant does not so submittedoperate its business pursuant to Section 7.02 hereof. If percentage rent hereunder shall be calculated on the basis of a split percentage arrangement, and as defined in subsection (b) to estimate Tenant's Gross Sales for any non-reported period (which estimate below, then the reduction required by the preceding sentence shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations applied to the minimum rent which may would otherwise be derived therefrom) and bill Xxxant's Percentage Rent accordingly. Landlord reserves deductible in the right, at Landlord's option, calculation of percentage rent with respect to adjust Percentage Rent billxxxx xxxn actual Gross Sales reports are received. On or before the twenty-first (21st) day of each May, August, November and February, Tenant shall pay Landlord [***] of all Gross Sales of Tenant generated by Tenant's Simulators during (provided that such reduction shall be made solely for the three (3) months (or less in a Partial Lease Year) ending on the last day purpose of the month preceding percentage rent calculation). The percentage rent shall be payable as set forth, and at the address set forth, in the Data Sheet attached hereto under "Name and Address for Rent Payments," or such payment other place as the Landlord may designate in writing, such payments to be without any prior demand therefor and without any deductions or setoff whatsoever, except as otherwise expressly provided herein. Notwithstanding the foregoing, if the commencement date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period and [***] of Gross Sales of Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to lease term is other than February 1, then the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period. Within thirty (30) days after percentage rental covering the later of (i) the due date for Tenant's annual report of Gross Sales, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord for such Lease Year or Partial Lease Year Percentage Rent greater than Tenant is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the Percentage Rent required to be paid for such period, Tenant shall pay Landlord such difference. The parties acknowledge that Gross Sales may fluctuate substantially during different months of any annual period, and the parties agree that Percentage Rent payable for a Partial Lease Year shall be determined in a manner that approximates the monthly Percentage Rent that would be payable if the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating Percentage Rent for a Partial Lease Year pursuant to Section 4.1 and this Section 4.3, the Percentage Rent first lease year shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be Tenant's Gross Sales in excess of Minimum Gross Sales shall be determined for the first twelve (12) calendar months following the commencement date of the lease term, and percentage rental shall be paid on such excess prorated by multiplying such breakpoints by a fraction, the numerator of which is as to the number of days which are included in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the "Partial Lease Year Fraction")said first lease year. As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and Such percentage rental shall be payable as provided in Section 4.3 on or before the last day of this Lease, subject to adjustment as provided in the immediately thirteenth (13th) month next following paragraph. The Percentage Rent for a Partial Lease Year thereafter shall be adjusted based on the actual Gross Sales for commencement date of the annual period starting on the Commencement Date and ending on the 365th day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual period shall be computed based on the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments of Percentage Rent by Tenant promptly shall be paid by Tenant and overpayments of Percentage Rent shall be credited to the *** Confidential treatment requestedlease term.

Percentage Rent. Tenant shall (i) not later than the twenty-first (21sttenth ( 10th) day after the close of each calendar month, deliver to Landlord a written statement certified under oath by Tenant or an officer of Tenant to the best knowledge of such officerTenant, showing Gross Sales made in such calendar month; and (ii) not later than 30 thirty (30) days after the end of each Lease Year or Partial Lease Year, deliver to Landlord a statement of Gross Sales for such Lease Year or Partial Lease Year the correctness of which is certified to by Tenant or an independent certified public accountantofficer of Tenant. If Tenant fails to prepare and deliver any statement of Gross Sales required hereunder, within the time or times specified above, then Landlord shall have the right, in addition to the other rights and remedies set forth in this Lease, (a) to collect from Tenant a sum which shall be [***] $100.00 per calendar day for each day that Gross Sales reports are not so submitted, and (b) to estimate Tenant's Gross Sales for any non-reported period (which estimate shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations which may be derived therefrom) and bill Xxxant's Percentage Rent accordingly. Landlord reserves the right, at Landlord's option, to adjust Percentage Rent billxxxx xxxn actual Gross Sales reports are received. On or before Percentage Rent shall become due and payable in each Lease Year on the twenty-first fifteenth (21st15th) day of each May, August, November and February, Tenant shall pay Landlord [***] the month immediately following the month during which six percent (6%) of Gross Sales of exceed the Minimum Annual Rent payable by Tenant generated by Tenant's Simulators for such Lease Year, and thereafter shall be paid monthly on all additional Gross Sales made during the remainder of such Lease Year, such payments to be made concurrently with the submission by Tenant to Landlord of the written statement of monthly Gross Sales as provided for herein. Tenant will preserve for at least three (3) months years at Tenant's notice address all original books and records disclosing information pertaining to Gross Sales and such other information respecting Gross Sales as Landlord requires, including, but not limited to, cash register tapes, sales slips, sales checks, gross income and sales tax returns, bank deposit records, sales journals and other supporting data. Landlord and its agents shall have the right during business hours to examine and audit such books and records preserved by Tenant. If such examination or audit discloses a liability for Percentage Rent three percent (3%) or less more in a Partial Lease Yearexcess of the Percentage Rent paid by Tenant for any period or if Tenant's Gross Sales cannot be verified due to the insufficiency or inadequacy of Tenant's records, Tenant shall promptly pay Landlord the cost of said audit. Tenant shall, in any event, pay to Landlord the amount of any deficiency in rents which is disclosed by such audit plus interest per annum at two percent (2%) ending on over the last prime rate announced by Citibank, N. A. as of the first day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period on which any sum is due and [***] of Gross Sales of Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period. Within thirty (30) days after the later of (i) the due date for Tenant's annual report of Gross Sales, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord for such Lease Year or Partial Lease Year Percentage Rent greater than Tenant is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the Percentage Rent required to be paid for such period, Tenant shall pay Landlord such difference. The parties acknowledge that Gross Sales may fluctuate substantially during different months of any annual period, and the parties agree that Percentage Rent payable for a Partial Lease Year shall be determined in a manner that approximates the monthly Percentage Rent that would be payable if the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating Percentage Rent for a Partial Lease Year pursuant to Section 4.1 and this Section 4.3, the Percentage Rent shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the "Partial Lease Year Fraction"). As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and shall be payable as provided in Section 4.3 of this Lease, subject to adjustment as provided in the immediately following paragraph. The Percentage Rent for a Partial Lease Year thereafter shall be adjusted based on the actual Gross Sales for the annual period starting on the Commencement Date and ending on the 365th day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual period shall be computed based on the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments of Percentage Rent by Tenant promptly shall be paid by Tenant and overpayments of Percentage Rent shall be credited to the *** Confidential treatment requestedowing.

Percentage Rent. Tenant shall (i) not later than the twenty-first fifth (21st25th) day after the close of each calendar month, deliver to Landlord a written statement certified under oath by Tenant or an officer of Tenant to the best knowledge of such officerTenant, showing Gross Sales made in such calendar month; and (ii) not later than 30 60 days after the end of each Lease Year or Partial Lease Year, deliver to Landlord a statement of Gross Sales for such Lease Year or Partial Lease Year the correctness of which is certified to by an independent certified public accountantTenant's chief financial officer. If Tenant fails to prepare and deliver any statement of Gross Sales required hereunder, within the time or times specified aboveabove and the same continues for more than thirty (30) days after written notice thereof from Landlord, then Landlord shall have the right, in addition to the other rights and remedies set forth in this Lease, Lease (a) to collect from Tenant a sum which shall be [***] $100.00 per calendar day for each day that Gross Sales reports are not so submitted, and (b) to estimate Tenant's Gross Sales for any non-reported period (which estimate shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations which may be derived therefrom) and bill Xxxantxxxx Tenant's Percentage Rent accordingly. Landlord reserves the right, at Landlord's option, to adjust Percentage Rent billxxxx xxxn xxxxxxxx when actual Gross Sales reports are received. On The statement or before statements shall be prepared by Landlord or its agents and shall be conclusive and binding on Tenant. Percentage Rent shall become due and payable in each Lease Year on the twenty-first fifth (21st25th) day of each May, August, November and February, Tenant shall pay Landlord [***] of Gross Sales of Tenant generated by Tenant's Simulators during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to immediately following the extent such month during which eight percent (8%) of Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) the Minimum Annual Rent payable by Tenant for such period Lease Year, and [***] of thereafter shall be paid monthly on all additional Gross Sales of Tenant generated by the sale of merchandise made during the three (3) months (or less in a Partial remainder of such Lease Year) ending on , such payments to be made concurrently with the last day submission by Tenant to Landlord of the month preceding such payment date to the extent such written statement of monthly Gross Sales exceed [***] (pro rated accordingly as provided for a period of less than three [3] months) for such periodherein. Within thirty (30) days after the later of (i) the due date for Tenant's annual report of Gross Sales, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord for such Lease Year or Partial Lease Year Percentage Rent greater than Tenant is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the Percentage Rent required to be paid for such period, Tenant tenant shall pay Landlord such difference. The parties acknowledge that Tenant will preserve for at least three (3) years all original books and records disclosing information pertaining to Gross Sales may fluctuate substantially and such other information respecting Gross Sales as Landlord requires, including, but not limited to, sales slips, sales checks, sales tax returns, bank deposit records, sales journals and other supporting data. Landlord and its agents shall have the right on an annual basis (meaning no more than one [1] time per year) during different months of any annual period, business hours to examine and the parties agree that audit such books and records preserved by Tenant. If such examination or audit discloses a liability for Percentage Rent payable for a Partial Lease Year shall be determined 3% or more in a manner that approximates the monthly Percentage Rent that would be payable if excess of the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating Percentage Rent for a Partial Lease Year pursuant to Section 4.1 and this Section 4.3, the Percentage Rent shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the "Partial Lease Year Fraction"). As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and shall be payable as provided in Section 4.3 of this Lease, subject to adjustment as provided in the immediately following paragraph. The Percentage Rent for a Partial Lease Year thereafter shall be adjusted based on the actual Gross Sales for the annual period starting on the Commencement Date and ending on the 365th day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual period shall be computed based on the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments of Percentage Rent by Tenant promptly shall be paid by Tenant for any annual period and overpayments at least $500.00 is owed as a result of Percentage Rent shall such audit, or if Tenant's Gross Sales cannot be credited verified due to the *** Confidential treatment requestedinsufficiency or inadequacy of Tenant's records, Tenant shall promptly pay Landlord the cost of said audit. Tenant shall, in any event, pay to Landlord the amount of any deficiency in rents which is disclosed by such audit plus interest at two percent (2%) over the prime rate announced by Citibank, N.A. as of the first day of the month on which any sum was due and owing. Ground Lessor shall have the right at all times, during business hours, to examine and audit Tenant's books and records or otherwise to verify any amounts paid by Tenant to Landlord pursuant to this Lease.

Percentage Rent. Tenant In addition to the Minimum Monthly Rental agreed to be paid by Lessee, Lessee shall pay to Lessor, at the time and in the manner specified in this Lease, an additional rental in an amount (ihereinafter referred to as “Percentage Rent”) not later than equal to five percent (5%) of the twenty-first (21st) day after amount of Lessee’s gross sales made in, upon or from the close of business on the Demised Premises during each calendar monthyear of the term hereof, deliver less (a) the aggregate amount of the Minimum Monthly Rental previously paid by Lessee for said calendar year, (b) all real property taxes and general and special assessments levied against the Demised Premises as provided in Article 3.1 hereinbelow and paid by Lessee or accrued, (c) all expenses for exterior maintenance and upkeep of the building and adjacent walkways and landscape areas, (d) all premiums for insurance required hereby, and (e) all similar costs and expenses, if any, arising under the term of the CC&Rs (as defined in Article 20.1 hereinbelow). If the amount of any such deductions in any year exceeds the amount of Percentage Rent payable for said year, then such excess shall be carried forward and applied to Landlord a written statement certified by an officer reduce the amount of Tenant Percentage Rent payable in any succeeding year or portion thereof should this Lease terminate prior to the best knowledge expiration of a full year. The term “exterior maintenance and upkeep” is not to be construed to include any janitorial or regular maintenance service which is to be provided by Lessee or its assignee without deduction or offset, but rather is intended to include repairs and maintenance for wear and tear. The Percentage Rent shall be paid quarterly (as herein provided) based upon gross sales during such officerquarterly period. In the event the quarterly payments of Percentage Rent do not in the aggregate equal the Percentage Rent when calculated on an annual basis, showing Gross Sales made then, in such calendar month; and event, an adjustment shall be made within forty-five (ii45) not later than 30 days after the end of each Lease Year or Partial Lease Yearyear of the term hereof, deliver to Landlord a statement of Gross Sales for such Lease Year or Partial Lease Year and the correctness of which is certified to by an independent certified public accountant. If Tenant fails to prepare and deliver any statement of Gross Sales required hereunder, within party owing money shall promptly pay the time or times specified above, then Landlord shall have the right, in addition amount owed to the other rights and remedies set forth in this Lease, (a) to collect from Tenant a sum which party. Percentage Rent shall be [***] per calendar day for each day that Gross Sales reports are not so submitted, and (b) to estimate Tenant's Gross Sales for any non-reported period (which estimate shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations which may be derived therefrom) and bill Xxxant's Percentage Rent accordingly. Landlord reserves the right, at Landlord's option, to adjust Percentage Rent billxxxx xxxn actual Gross Sales reports are received. On or before paid quarterly on the twenty-first fifth (21st25th) day of each May, August, November and February, Tenant shall pay Landlord [***] of Gross Sales of Tenant generated by Tenant's Simulators during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date immediately following the quarterly period in which the gross sales are made. Notwithstanding expiration or sooner termination of this Lease, Lessee shall pay to Lessor the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period and [***] of Gross Sales of Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending Percentage Rent on the last twenty-fifth (25th) day of the month preceding such payment date to immediately following expiration or sooner termination for the extent such Gross Sales exceed [***] (pro rated accordingly for a last quarterly period of less than three [3] months) for such periodthe term of this Lease or fraction thereof. Within thirty (30) days after For the later of (i) the due date for Tenant's annual report of Gross Sales, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord for such Lease Year or Partial Lease Year Percentage Rent greater than Tenant is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the Percentage Rent required to be paid for such period, Tenant shall pay Landlord such difference. The parties acknowledge that Gross Sales may fluctuate substantially during different months of any annual period, and the parties agree that Percentage Rent payable for a Partial Lease Year shall be determined in a manner that approximates the monthly Percentage Rent that would be payable if the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating computing Percentage Rent for a Partial Lease Year pursuant to Section 4.1 the first and this Section 4.3, last quarterly periods of the Percentage Rent shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the "Partial Lease Year Fraction"). As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and shall be payable as provided in Section 4.3 term or extended term of this Lease, subject to adjustment as provided in if either is less than a full calendar quarter, the immediately following paragraph. The Percentage Rent prorated Minimum Monthly Rental and other expenses enumerated above for a Partial Lease Year thereafter shall be adjusted based on the actual Gross Sales for the annual period starting on the Commencement Date and ending on the 365th day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual fractional period shall be computed based on deducted from the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments percentage of Percentage Rent by Tenant promptly shall be paid by Tenant and overpayments of Percentage Rent shall be credited to the *** Confidential treatment requestedsales realized during such fractional period.

Percentage Rent. A. Tenant shall (ia) not later than the twenty-first fifteenth (21st15th) day after the close of each calendar month, month (including the month in which the Rent Commencement Date occurs) deliver to Landlord a written statement certified under oath by Tenant or an officer of Tenant to the best knowledge of such officerTenant, showing Gross Sales made in such calendar month together with a Percentage Rent payment for such month, if any, based on actual Gross Sales for the month beginning with the month in each year during the Lease Term that the breakpoint of $3,000,000 in annual Gross Sales has been reached; and (iib) not later than 30 sixty (60) days after the end of each Lease Year or Partial Lease Year, deliver to Landlord a statement of Gross Sales for such Lease Year or Partial Lease Year Year, the correctness of which is certified to by an independent certified public accountantauditor and a responsible officer of Tenant. If Tenant fails to prepare and deliver any statement of Gross Sales required hereunder, within the time or times specified above, then Landlord shall have the right, in addition to the other rights and remedies set forth in this Lease, (a) to collect from Tenant a sum which shall be [***] per calendar day for each day that Gross Sales reports are not so submitted, and (b) to estimate Tenant's Gross Sales for any non-reported period (period, which estimate shall be based upon prior Lease Years' historical past Gross SalesSales performance for the Premises, if availableincluding any reasonable extrapolations derived therefrom, and reasonable extrapolations which may be derived therefrom) and bill Xxxantxxxx Tenant's Percentage Rent accordingly. Landlord reserves the right, at Landlord's option, to shall adjust Percentage Rent billxxxx xxxn xxxxxxxx when actual Gross Sales reports are received. On or before In the twenty-first (21st) day event the total of each Maythe monthly payments of Percentage Rental for any Lease Year is not equal to the actual annual Percentage Rent computed on the amount of Gross Sales for such Term Year in accordance with the Applicable Rate, August, November and February, then Tenant shall pay to Landlord [***] any deficiency within sixty (60) days after the end of Gross Sales such Lease Year or the expiration of this Lease, whichever date is earlier. B. Tenant generated by Tenant's Simulators during the will preserve for at least three (3) months years at Tenant's notice address all original books and records disclosing information pertaining to Gross Sales and such other information respecting Gross Sales as Landlord reasonably requires, which may include, but not be limited to, cash register tapes, sales slips, sales checks, sales tax returns concerning the Premises only and worksheets for consolidated tax returns, bank deposit records, sales journals and other supporting data. Landlord and its agents shall have the right upon ten (10) days' prior written notice, during business hours, to examine and audit such books and records preserved by Tenant. If such examination or less audit discloses that Tenant has understated Gross Sales by three percent (3%) or more, and as a result thereof additional Percentage Rent is owed, or if Tenant's Gross Sales cannot be verified due to the insufficiency or inadequacy of Tenant's records, Tenant shall promptly pay Landlord the cost of said audit. Tenant shall, in a Partial Lease Yearany event, pay to Landlord the amount of any deficiency in rents which is disclosed by such audit. Tenant shall, in any event, pay to Landlord the amount of any deficiency in rents which is disclosed by such audit, plus interest at five percent (5%) ending on over the last prime rate announced by Citibank, N.A., or its successor, if any, as of the first day of the month preceding such payment date on which any sum was due and owing. C. Landlord shall have the right at all times, upon 24 hours notice, During business hours, to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period examine, copy and [***] of Gross Sales of Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period. Within thirty (30) days after the later of (i) the due date for audit Tenant's annual report of Gross Salesbooks and records, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord for such Lease Year or Partial Lease Year Percentage Rent greater than Tenant is obligated otherwise to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the Percentage Rent required to be paid for such period, Tenant shall pay Landlord such difference. The parties acknowledge that Gross Sales may fluctuate substantially during different months of verify any annual period, and the parties agree that Percentage Rent payable for a Partial Lease Year shall be determined in a manner that approximates the monthly Percentage Rent that would be payable if the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating Percentage Rent for a Partial Lease Year pursuant to Section 4.1 and this Section 4.3, the Percentage Rent shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the "Partial Lease Year Fraction"). As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and shall be payable as provided in Section 4.3 of this Lease, subject to adjustment as provided in the immediately following paragraph. The Percentage Rent for a Partial Lease Year thereafter shall be adjusted based on the actual Gross Sales for the annual period starting on the Commencement Date and ending on the 365th day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual period shall be computed based on the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments of Percentage Rent by Tenant promptly shall be amounts paid by Tenant to Landlord pursuant to this Lease. Tenant shall make such records available at the Premises if requested by Landlord. Landlord agrees that all financial information provided at anytime to Landlord, its employees, agents, attorneys and overpayments or others is provided on a confidential basis (except such information as may be available from other sources) and may not be used for any purposes other than to meet the requirements of Percentage Rent shall be credited to this Section 4.3 or in connection with Landlord's financing or sale of the *** Confidential treatment requested.Center or the Project. 4.4

Percentage Rent. Tenant shall In addition to Monthly Rent, Xxxxxx agrees to pay to Landlord, as “Percentage Rent”, the following: A sum equal to ___________ percent (i____%) not later than of all “Gross Sales” (as hereinafter defined) in excess of the twenty-first “Breakpoint” (21stas hereinafter defined) day after the close of during each calendar month, deliver year of the Lease Term (January 1 to Landlord a written statement certified by December 31 (the “Lease Year”). The “Breakpoint” as referred to hereinabove shall be an officer of Tenant amount equal to the best knowledge quotient of such officer, showing Gross Sales made in such calendar month; and (ii) not later than 30 days after the end of each annualized Monthly Rent payable during the applicable Lease Year divided by ______ or Partial ___________ percent (_____%). In the event that the annual Base Rent for any Lease YearYear shall be reduced or abated for any reason whatsoever, deliver to Landlord a statement of Gross Sales the Breakpoint for such Lease Year or Partial Lease Year the correctness of which is certified to shall be reduced by an independent certified public accountant. If Tenant fails to prepare and deliver any statement of Gross Sales required hereunder, within the time or times specified above, then Landlord shall have the right, in addition a percentage thereof equal to the other rights and remedies set forth percentage decrease in this Lease, (a) to collect from Tenant a sum which shall be [***] per calendar day for each day that Gross Sales reports are not so submitted, and (b) to estimate Tenant's Gross Sales for any non-reported period (which estimate shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations which may be derived therefrom) and bill Xxxant's Percentage the Minimum Rent accordingly. Landlord reserves the right, at Landlord's option, to adjust Percentage Rent billxxxx xxxn actual Gross Sales reports are received. On or before the twenty-first (21st) day of each May, August, November and February, Tenant shall pay Landlord [***] of Gross Sales of Tenant generated by Tenant's Simulators during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period and [***] of Gross Sales of Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period. Within thirty (30) days after the later of (i) the due date for Tenant's annual report of Gross Sales, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord payable for such Lease Year or Partial Year. In the event that any Lease Year contains more or less than twelve (12) full calendar months, the Breakpoint shall be proportionately increased or decreased, as the case may be, for any such Lease Year. Computation of the Percentage Rent greater than shall be made separately and independently for each Lease Year of the Lease Term, without regard to the Gross Sales made during or rental paid for any other Lease Year. Percentage Rent shall be determined and paid along with the monthly statements to be furnished pursuant to Paragraph 3 below on a monthly basis commencing when Tenant’s Gross Sales first exceed the Breakpoint during the Lease Year with respect to which Percentage Rent is being paid. Upon receipt by Landlord of each annual statement of Tenant’s Gross Sales furnished pursuant to Paragraph 3 below, if the total amount of Percentage Rent previously paid by Tenant for the period covered is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the amount due Landlord for that period, any balance due Landlord shall be paid by Xxxxxx at the time of delivery to Landlord of such statement. If the amount previously paid by Tenant exceeds the total amount of Percentage Rent required to be paid for by Tenant during such period, Tenant shall pay Landlord such difference. The parties acknowledge that Gross Sales may fluctuate substantially during different months of any annual period, and the parties agree that Percentage Rent payable for a Partial Lease Year shall be determined in a manner that approximates the monthly Percentage Rent that would be payable if the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating Percentage Rent for a Partial Lease Year pursuant to Section 4.1 and this Section 4.3Year, the Percentage Rent excess shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the "Partial Lease Year Fraction"). As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and shall be payable as provided in Section 4.3 of this Lease, subject to adjustment as provided in the immediately following paragraph. The Percentage Rent for a Partial Lease Year thereafter shall be adjusted based on the actual Gross Sales for the annual period starting on the Commencement Date and ending on the 365th day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual period shall be computed based on the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments of Percentage Rent by Tenant promptly shall be paid by Tenant and overpayments of Percentage Rent shall be credited to the *** Confidential treatment requestedby Landlord for Tenant’s account toward sums that are due hereunder by Xxxxxx as they become due.

Percentage Rent. Tenant Lessee shall pay as Annual Rental 2.5% of Gross Receipts, except fuel sales and R.V. Park Gross Receipts commencing on Lease Year three. Lessee shall pay one quarter of one cent (i.0025) not later per gallon of all fuel sales, Lessee shall pay 10% of all R.V. Park Gross Receipts for Lease Years three through ten. BASE RENT VERSUS PERCENTAGE RENT.. Lessee shall pay the Base Rent defined in paragraph 3.1 or the Percentage Rent defined in paragraph 3.2, whichever is greater. ADJUSTED BASE RENT. Base Rent for Lease Years four through ten shall be adjusted each year by the Consumer Price Index, but in no event shall the Base Rent ever be less than the twenty-first (21st) day after Rent for the close of each calendar month, deliver to Landlord a written statement certified by an officer of Tenant to the best knowledge of such officer, showing Gross Sales made in such calendar month; and (ii) not later than 30 days after the end of each Lease Year or Partial previous Lease Year, deliver . ADDITIONAL RENT APPLICABLE TO UNFORESEEN DEVELOPMENT. Lessee intends to Landlord a statement of Gross Sales for such Lease Year or Partial Lease Year the correctness of which is certified to by an independent certified public accountant. If Tenant fails to prepare and deliver any statement of Gross Sales required hereunder, within the time or times specified above, then Landlord shall have the right, expend $100,000 (in addition to existing improvements) for additional Improvements (as defined in Article (6) on the other rights Parcel. Lessor is concerned that if Lessee intensifies Lessee's use of the Parcel beyond the present expectations of the Lessor and remedies set forth Lessee, the rent described in this LeaseArticle 3 hereof will not reflect such unforeseen expansion or intensification of Lessee's use of the Parcel. Therefore, Lessee agrees that Lessee shall pay to Lessor annually as additional rent an amount equal to ten percent (a10%) to collect from Tenant a of the sum of the amount in excess of said $100,000 which Lessee so invests. Such additional rent shall be [***] per calendar day for each day that Gross Sales reports are not so submitted, and (b) to estimate Tenant's Gross Sales for any non-reported period (which estimate shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations which may be derived therefrom) and bill Xxxant's Percentage Rent accordingly. Landlord reserves the right, at Landlord's option, to adjust Percentage Rent billxxxx xxxn actual Gross Sales reports are received. On or before the twenty-first (21st) day of each May, August, November and February, Tenant shall pay Landlord [***] of Gross Sales of Tenant generated by Tenant's Simulators during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period and [***] of Gross Sales of Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period. Within thirty (30) days after the later of (i) the due date for Tenant's annual report of Gross Sales, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord for such Lease Year or Partial Lease Year Percentage Rent greater than Tenant is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the Percentage Rent required to be paid for such period, Tenant shall pay Landlord such difference. The parties acknowledge that Gross Sales may fluctuate substantially during different months of any annual period, and the parties agree that Percentage Rent payable for a Partial Lease Year shall be determined in a manner that approximates the monthly Percentage Rent that would be payable if the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating Percentage Rent for a Partial Lease Year pursuant to Section 4.1 and this Section 4.3, the Percentage Rent shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator year in which completed, within 30 days of which is 365 days (such fraction herein called the "Partial Lease Year Fraction"). As initially determinedcompletion on a pro rata basis, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year added to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentencebase rent each year thereafter. The Percentage Rent as determined in accordance with this paragraph is referred to as date of completion of the "Estimated Partial Lease Year Percentage Rent" and additional Improvements shall be payable as provided in Section 4.3 the date on which the Lessee is issued a Certificate of this LeaseOccupancy from the appropriate Governmental Agency, subject to adjustment as provided in or upon final inspection from the immediately following paragraphappropriate Governmental Entity. The Percentage Rent for a Partial Lease Year thereafter Lessee shall be adjusted based on notify Lessor of the actual Gross Sales for the annual period starting on the Commencement Date cost of such excess structures within 30 days of their completion and ending on the 365th day after the Commencement Dateprovide to Lessor such evidence as Lessor may reasonably require to verify such costs. The Percentage Rent attributable Subject to Gross Sales during such annual period shall be computed based on the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments of Percentage Rent by Tenant promptly shall be paid by Tenant and overpayments of Percentage Rent shall be credited to the *** Confidential treatment requestedArticle 6 herein.

Percentage Rent. Tenant shall (i) not later than the twenty-first fifteenth (21st15th) day after the close of each calendar month, deliver to Landlord a written statement certified under oath by Tenant or an officer of Tenant to the best knowledge of such officerTenant, showing Gross Sales made in such calendar month; and (ii) not no later than 30 sixty (60) days after the end of each Lease Year or Partial Lease Year, deliver to Landlord a statement of Gross Sales for such Lease Year or Partial Lease Year the correctness of which is certified to by an independent certified public accountantTenant's Chief Financial Officer. If Tenant fails to prepare and deliver any statement of Gross Sales required hereunder, within the time or times specified above, then Landlord shall have the right, in addition to the other rights right and remedies set forth in this Lease, (a) to collect from Tenant a sum which shall be [***] $100.00 per calendar calender day for each day that Gross Sales reports are not so submitted, and (b) to estimate Tenant's Gross Sales for any non-reported period (which estimate shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations which may be derived therefrom) and bill Xxxant's Percentage Rent accordingly. Landlord reserves the right, at Landlord's option, to adjust Percentage Rent billxxxx xxxn actual Gross Sales sales reports are received. Landlord agrees that any information obtained by Landlord as a result of such audit or examination of Tenant's Gross Sales shall be held in strict confidence by Landlord, except in any litigation or arbitration proceedings, and except further, that Landlord may disclose such financial information to its mortgagee or mortgagees and to prospective buyers and lenders. On or before the twenty-first fifteenth (21st15th) day of each May, August, November and February, Tenant shall pay Landlord [***] the amount by which six percent (6%) of Gross Sales of Tenant generated by Tenant's Simulators during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date exceeds the total Minimum Monthly Rent Tenant was obligated to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period and [***] of Gross Sales of Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) pay for such period. Within thirty (30) days after the later of (i) the due date for Tenant's annual report of Gross Sales, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord for such Lease Year or Partial Lease Year Percentage Rent greater than Tenant is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the Percentage Rent required to be paid for such period, Tenant shall pay Landlord such difference. The parties acknowledge that Tenant will preserve for at least three (3) years at Tenant's notice address all original books and records disclosing information pertaining to Gross Sales may fluctuate substantially and such other information respecting Gross Sales as Landlord requires, including, but not limited to, all computerized records routinely kept by the Tenant in the ordinary course of Tenant's business (and provided such computerized records are kept in accordance with generally accepted accounting principles), gross income and sales tax returns, bank deposit records, sales journals and other supporting data. Landlord and its agents shall have the right upon prior written notice to Tenant during different months of any annual period, business hours to examine and the parties agree that audit such books and records preserved by Tenant. If such examination or audit discloses a liability for Percentage Rent payable for a Partial Lease Year shall be determined 5% or more in a manner that approximates the monthly Percentage Rent that would be payable if excess of the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating Percentage Rent for a Partial Lease Year pursuant to Section 4.1 and this Section 4.3, the Percentage Rent shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the "Partial Lease Year Fraction"). As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and shall be payable as provided in Section 4.3 of this Lease, subject to adjustment as provided in the immediately following paragraph. The Percentage Rent for a Partial Lease Year thereafter shall be adjusted based on the actual Gross Sales for the annual period starting on the Commencement Date and ending on the 365th day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual period shall be computed based on the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments of Percentage Rent by Tenant promptly shall be paid by Tenant and overpayments of Percentage Rent shall for any period or if Tenant's Gross Sales cannot be credited verified due to the *** Confidential treatment requestedinsufficiency or inadequacy of Tenant's records. Tenant shall promptly pay landlord the cost of said audit. Tenant shall, in any event, pay to Landlord the amount of any deficiency in rents which is disclosed by such audit plus interest at two percent (2%) over the prime rate announced by Citibank, N.A. as of the first day of the month on which any sum was due and owing.

Percentage Rent. Tenant In addition to Fixed Minimum Rent, Subtenant shall pay to Sublandlord, without any prior demand therefor and (iexcept as may be otherwise expressly set forth herein) not later than without offset or abatement, in accordance with the twenty-first following provisions, the amount by which five percent (21st5%) day after of Gross Sales for each calendar year during the close term, exceeds Fixed Minimum Rent for such year ("PERCENTAGE RENT"). Percentage Rent shall be paid in quarterly installments commencing each calendar year with the calendar quarter in which Gross Sales for such calendar year exceed the product of (x) twenty (20), times (y) Annual Fixed Minimum Rent for such year (such product, the "BREAKPOINT"). The amount of each such payment shall be five percent (5%) of Gross Sales for the current calendar monthyear, deliver to Landlord a written statement certified by an officer of Tenant computed to the best knowledge effective date of such officerstatement, showing Gross Sales made in less amounts previously paid by Subtenant for Fixed Minimum Rent or previous installments of Percentage Rent for such year. For each calendar month; and (ii) quarter, not later than 30 days following the end of such quarter (or, if applicable, within ten (10) days following the date Subtenant files its Form 10-Q for such quarter with the Securities and Exchange Commission), Subtenant shall submit to Sublandlord a written statement ("QUARTERLY REPORT") setting forth the Gross Sales (and deductions and exclusions therefrom) for the calendar quarter and the year to date, together with any payment of Percentage Rent required to be made at such time. Such reports may be in the form customarily kept by Subtenant for such location (e.g. register receipts or unaudited summaries of sales). In addition, within sixty (60) days after the end of each Lease Year calendar year(or, if applicable, within ten (10) days following the date Subtenant files its Form 10-K for such year with the Securities and Exchange Commission), Subtenant shall submit to Sublandlord a written statement setting forth the Gross Sales and permitted deductions therefrom for the final quarter of such calendar year and for such calendar year (the "ANNUAL REPORT"), accompanied by any shortfall in the payment of Percentage Rent shown on such Annual Report to be due and payable for such year. Each Annual Report shall contain a certification by an authorized officer of Subtenant that, to the best of such officer's knowledge and belief, such report has been prepared in accordance with generally accepted accounting principles (except as noted therein) and is complete and accurate. With respect to any partial calendar year at the beginning or Partial Lease Yearend of the Sublease Term, deliver to Landlord a statement Percentage Rent shall equal five percent of Gross Sales for such Lease Year or Partial Lease Year the correctness partial calendar year, less any amounts paid on account of which is certified to by an independent certified public accountant. If Tenant fails to prepare and deliver any statement of Gross Sales required hereunder, within the time or times specified above, then Landlord shall have the right, in addition to the other rights and remedies set forth in this Lease, (a) to collect from Tenant a sum which shall be [***] per calendar day for each day that Gross Sales reports are not so submitted, and (b) to estimate Tenant's Gross Sales for any non-reported period (which estimate shall be based upon prior Lease Years' Gross Sales, if available, and reasonable extrapolations which may be derived therefrom) and bill Xxxant's Percentage Rent accordingly. Landlord reserves the right, at Landlord's option, to adjust Percentage Rent billxxxx xxxn actual Gross Sales reports are received. On or before the twenty-first (21st) day of each May, August, November and February, Tenant shall pay Landlord [***] of Gross Sales of Tenant generated by Tenant's Simulators during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period and [***] of Gross Sales of Tenant generated by the sale of merchandise during the three (3) months (or less in a Partial Lease Year) ending on the last day of the month preceding such payment date to the extent such Gross Sales exceed [***] (pro rated accordingly for a period of less than three [3] months) for such period. Within thirty (30) days after the later of (i) the due date for Tenant's annual report of Gross Sales, or (ii) the date of Landlord's receipt of such annual report, if Tenant has paid Landlord for such Lease Year or Partial Lease Year Percentage Rent greater than Tenant is obligated to pay for such period, Landlord shall refund such excess, and if Tenant has paid less than the Percentage Rent required to be paid for such period, Tenant shall pay Landlord such difference. The parties acknowledge that Gross Sales may fluctuate substantially during different months of any annual periodpartial year, and the parties agree that Percentage Rent payable for a Partial Lease Year Breakpoint shall be determined in a manner that approximates the monthly Percentage Rent that would be payable if the Percentage Rent were determined on an annual basis. Accordingly, for purposes of prorating Percentage Rent for a Partial Lease Year pursuant to Section 4.1 and this Section 4.3, the Percentage Rent shall be determined as follows: The Simulator Breakpoint and the Merchandise Breakpoint, as the case may be shall be equal $2,000,000.00 prorated by multiplying such breakpoints by a fraction, the numerator of which is the number of days in the Partial Lease Year and the denominator of which is 365 days (such fraction herein called the "Partial Lease Year Fraction"). As initially determined, the Percentage Rent shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Simulator Breakpoint and shall be [***] of Gross Sales during the Partial Lease Year to the extent Gross Sales exceed the Merchandise Breakpoint, respectively, calculated in accordance with the immediately preceding sentence. The Percentage Rent as determined in accordance with this paragraph is referred to as the "Estimated Partial Lease Year Percentage Rent" and shall be payable as provided in Section 4.3 of this Lease, subject to adjustment as provided in the immediately following paragraph. The Percentage Rent for a Partial Lease Year thereafter shall be adjusted based on the actual Gross Sales for the annual period starting on the Commencement Date and ending on the 365th basis of a 365 day after the Commencement Date. The Percentage Rent attributable to Gross Sales during such annual period shall be computed based on the Simulator Breakpoint and Merchandise Breakpoint (each computed without proration) in accordance with Section 4.1 (ii) above. The Percentage Rent for the Partial Lease Year then shall be recalculated by multiplying the Percentage Rent (as determined in accordance with the immediately preceding sentence) by the Partial Lease Year Fraction. Any underpayments of Percentage Rent by Tenant promptly shall be paid by Tenant and overpayments of Percentage Rent shall be credited to the *** Confidential treatment requestedyear.