Common use of Percentage Rental Clause in Contracts

Percentage Rental. Tenant further covenants and agrees that, commencing on the date that Tenant's Sales and Business Transacted (as hereinafter defined) reach or exceed the Percentage Rental breakpoint as is set forth in the Lease Agreement, then thereafter, after the end of each month of such Lease Year (as hereinafter defined). Tenant shall pay additional percentage rental ("Percentage Rental") based upon the total of all Sales and Business Transacted by Tenant, its sub-tenants and licensees, in or from the Premises during the remainder of each such Lease Year. The dollar breakpoint above which such Percentage Rental shall be paid as well as the percentage to be utilized in the computation of such Percentage Rental are more particularly set forth in the Lease Agreement to which these General Lease Provisions are attached. Tenant shall be under no obligation to make any payments of annual Percentage Rental in any Lease Year until such time as Tenant has achieved the minimum amount of Sales and Business Transacted or is set forth in Part 3 of the Lease Agreement to which this is an Exhibit (except to the extent Tenant is not open for business a complete Lease Year, as hereinafter provided). Upon achieving such minimum amount of Sales and Business Transacted in any Lease Year. Tenant shall thereupon make monthly payments of annual Percentage Rental payable on or before the fifteenth (15th) day following the close of each full calendar month during the term, based upon the Sales and Business Transacted for such period. Monthly payments of annual Percentage Rental shall be calculated by multiplying the amount of Sales and Business Transacted for the month in question by the percentage specified in Part 3 of the Lease Agreement to which this is an Exhibit, and the first such payment shall include any prorated Percentage Rental for the period from the date Tenant's Sales and Business Transacted reached the Percentage Rental Breakpoint set forth in Part 3 to the first day of the next full calendar month in the term. The term Lease Year is based herein shall mean and refer to the twelve calendar month period commencing on the first day of the term hereof, if the term commences on the first day of a month, or commencing on the first day of the following month, if the term commences within a month, and successive twelve calendar month periods thereafter. The first Lease Year shall be enlarged to include Sales and Business Transacted for the first partial month of the term hereof, if applicable. Sales and Business Transacted and the Percentage Rental Breakpoint shall be proportionately reduced or enlarged based on the number of months within a Lease year that Tenant is open and operating. For the purposes of this Lease, "Sales and Business Transacted" shall be defined to mean and include the aggregate dollar amount of all business done 1. from the Premises, including all sales of merchandise, food and beverages, and charges for all services performed in, upon or resulting from the Premises, including, but not limited to, direct store sales, sales through newspaper, mail order, telephone and other media of communications, whether by Tenant or Tenant's licensees or other occupying the Premises, including all sales for cash, check, credit, credit cards, charge accounts, exchange or otherwise, regardless of collection. Additionally, Sales and Business Transacted shall include all income received by Tenant attributable to display fees, slotting allowances, promotional considerations, rebates or any other payments received by Tenant as consideration to Tenant for its stocking, promoting, or advertising any product. In computing the Sales and Business Transacted, there shall be deducted from or excluded from the computation, only the following:

Percentage Rental. Tenant further covenants In addition to the Annual Rental, Additional Rent and agrees thatother sums specified herein, commencing on the date that Tenant's Sales and Business Transacted (as hereinafter defined) reach or exceed the Percentage Rental breakpoint as is set forth in the Lease Agreement, then thereafter, after the end of each month of such Lease Year (as hereinafter defined). Tenant shall pay additional percentage rental rent each year commencing in the month in which the annual Gross Sales Breakpoint is exceeded (hereinafter "Percentage Rental") based calculated as a percentage of Tenant's "Gross Sales" (as that term is defined in Article VI) made from or upon the total of all Sales and Business Transacted by Tenant, its sub-tenants and licensees, in or from the Premises during the remainder of each such Lease Yearcalendar year or pro ration thereof. The dollar breakpoint above which such Percentage Rental shall be paid as well as calculated by (i) subtracting the percentage to be utilized "Gross Sales Breakpoint" specified in Section 1.8 from Tenant's Gross Sales, and then (ii) multiplying the computation of such resulting amount by the percent specified in Section 1.7. Said Percentage Rental are more particularly set forth in the Lease Agreement to which these General Lease Provisions are attached. Tenant shall be under no obligation to make any payments of annual Percentage Rental in any Lease Year until such time as Tenant has achieved the minimum amount of Sales and Business Transacted or is set forth in Part 3 of the Lease Agreement to which this is an Exhibit (except to the extent Tenant is not open for business a complete Lease Yearcomputed each calendar month and, as hereinafter provided). Upon achieving such minimum amount of Sales and Business Transacted in any Lease Year. Tenant shall thereupon make monthly payments of annual Percentage Rental payable on or before the fifteenth (15th) day following after the close of each full such calendar month, Tenant shall submit to Landlord a Statement of Gross Sales in the form set forth in Exhibit D and pay to Landlord the "Percentage Rent Due" (if any) as computed pursuant to Exhibit D. Tenant shall account for and pay Percentage Rental on any Gross Sales during any partial calendar month or partial calendar year at the beginning or end of the Lease Term in the same manner based on a pro rated Gross Sales Breakpoint calculated on the basis of the number of days in such partial calendar month or year divided by thirty (30) or three hundred sixty-five (365), as the case may be. The Gross Sales Breakpoint shall be increased (but never decreased) on each anniversary of the Rent Commencement Date during the termLease Term in accordance with the procedure described in Section 5.8 (for which purposes "Base Amount" shall mean the Gross Sales Threshold specified in Section 1.9 on the Rent Commencement Date and the fifth anniversary of the Rent Commencement Date, based upon the Sales and Business Transacted for such period. Monthly payments of annual Percentage Rental "Base Month" shall be calculated by multiplying the amount of Sales and Business Transacted for mean the month in question by which the percentage specified in Part 3 Rent Commencement Date and the fifth anniversary of the Lease Agreement to which this is an ExhibitRent Commencement Date occurs, and the first such payment "Month of Adjustment" shall include mean any prorated Percentage Rental for the period from the date Tenant's Sales and Business Transacted reached the Percentage Rental Breakpoint set forth in Part 3 to the first day of the next full calendar month in which the term. The term Lease Year Gross Sales Breakpoint is based herein shall mean and refer to the twelve calendar month period commencing on the first day of the term hereof, if the term commences on the first day of a month, or commencing on the first day of the following month, if the term commences within a month, and successive twelve calendar month periods thereafter. The first Lease Year shall be enlarged increased pursuant to include Sales and Business Transacted for the first partial month of the term hereof, if applicable. Sales and Business Transacted and the Percentage Rental Breakpoint shall be proportionately reduced or enlarged based on the number of months within a Lease year that Tenant is open and operating. For the purposes of this Lease, "Sales and Business Transacted" shall be defined to mean and include the aggregate dollar amount of all business done 1. from the Premises, including all sales of merchandise, food and beverages, and charges for all services performed in, upon or resulting from the Premises, including, but not limited to, direct store sales, sales through newspaper, mail order, telephone and other media of communications, whether by Tenant or Tenant's licensees or other occupying the Premises, including all sales for cash, check, credit, credit cards, charge accounts, exchange or otherwise, regardless of collection. Additionally, Sales and Business Transacted shall include all income received by Tenant attributable to display fees, slotting allowances, promotional considerations, rebates or any other payments received by Tenant as consideration to Tenant for its stocking, promoting, or advertising any product. In computing the Sales and Business Transacted, there shall be deducted from or excluded from the computation, only the following:Section).

Percentage Rental. Tenant further covenants Percentage Rental (as defined in the Ground Lease) is due 45 days after each June 30 and agrees thatDecember 31 and based upon a percentage of gross revenues for the six month period prior to each June 30 and December 31. If and to the extent Ground Lessor acknowledges either in the Ground Lease Estoppel or Ground Lessor Consent that Purchaser shall not be liable for any obligations under the Ground Lease arising prior to the Closing Date, commencing Percentage Rental shall not be prorated at Closing and after Closing, Seller shall determine the amount of Percentage Rental due Ground Lessor under the Ground Lease for six month period or periods (or portion thereof) during which Seller owned the Property but as of Closing had not yet determined and paid, and shall pay Ground Lessor such amount(s) no later than the date such amount is due. If Ground Lessor shall not so provide such acknowledgment, then at the Closing Purchaser shall receive a credit against the Purchase Price in an amount equal to an estimate (subject to reproration upon determination of the actual amount) of Percentage Rent which would otherwise be payable by Seller for the prorated portion of the six month period ending on the date that Tenant's Sales Closing Date (and Business Transacted (as hereinafter defined) reach or exceed the Percentage Rental breakpoint as is set forth in the Lease Agreement, then thereafter, after the end of each month of such Lease Year (as hereinafter defined). Tenant shall pay additional percentage rental ("Percentage Rental") based upon the total number of all Sales days of such six month period the Property will have been owned by Seller) and Business Transacted by Tenantin such event, its sub-tenants and licensees, in or from the Premises during the remainder of each such Lease Year. The dollar breakpoint above which after Closing Purchaser shall pay such Percentage Rental Rent as and when due Ground Lessor under the Ground Lease. Purchaser shall be paid as well as the percentage indemnify, defend and hold Seller harmless from and against any loss, cost, damage or expense (including attorneys’ fees) resulting from failure to be utilized in the computation of pay Ground Lessor any such Percentage Rental are more particularly set forth in the Lease Agreement amount to which these General Lease Provisions are attached. Tenant shall be under no obligation Purchaser has been credited pursuant to make any payments of annual Percentage Rental in any Lease Year until such time this Section 4.3.8(c) as Tenant has achieved the minimum amount of Sales and Business Transacted or is set forth in Part 3 of the Lease Agreement to which this is an Exhibit (except to the extent Tenant is not open for business a complete Lease Year, as hereinafter provided). Upon achieving such minimum amount of Sales and Business Transacted in any Lease Year. Tenant shall thereupon make monthly payments of annual Percentage Rental payable on or before the fifteenth (15th) day following the close of each full calendar month during the term, based upon the Sales and Business Transacted for such period. Monthly payments of annual Percentage Rental shall be calculated by multiplying the amount of Sales and Business Transacted for the month in question by the percentage specified in Part 3 of the Lease Agreement to which this is an Exhibit, and the first such payment shall include any prorated Percentage Rental for the period from the date Tenant's Sales and Business Transacted reached the Percentage Rental Breakpoint set forth in Part 3 to the first day of the next full calendar month in the term. The term Lease Year is based herein shall mean and refer to the twelve calendar month period commencing on the first day of the term hereof, if the term commences on the first day of a month, or commencing on the first day of the following month, if the term commences within a month, and successive twelve calendar month periods thereafter. The first Lease Year shall be enlarged to include Sales and Business Transacted for the first partial month of the term hereof, if applicable. Sales and Business Transacted and the Percentage Rental Breakpoint shall be proportionately reduced or enlarged based on the number of months within a Lease year that Tenant is open and operating. For the purposes of this Lease, "Sales and Business Transacted" shall be defined to mean and include the aggregate dollar amount of all business done 1. from the Premises, including all sales of merchandise, food and beverages, and charges for all services performed in, upon or resulting from the Premises, including, but not limited to, direct store sales, sales through newspaper, mail order, telephone and other media of communications, whether by Tenant or Tenant's licensees or other occupying the Premises, including all sales for cash, check, credit, credit cards, charge accounts, exchange or otherwise, regardless of collection. Additionally, Sales and Business Transacted shall include all income received by Tenant attributable to display fees, slotting allowances, promotional considerations, rebates or any other payments received by Tenant as consideration to Tenant for its stocking, promoting, or advertising any product. In computing the Sales and Business Transacted, there shall be deducted from or excluded from the computation, only the following:Closing Date.

Percentage Rental. In addition to the Minimum Annual Rental and other sums hereinabove specified, Tenant further covenants and agrees that, commencing on the date that Tenant's Sales and Business Transacted (shall pay as hereinafter defined) reach or exceed the Percentage Rental breakpoint as is the product of the percentage set forth in Section 1.4 multiplied by the Lease Agreement, then thereafter, after the end of each month of such Lease Year amount by which Tenant's Net Sales (as the term "Net Sales" is defined in Section 4.8) made from or upon the Premises during each calendar year exceeds Twelve Million Dollars ($12,000,000.00) (hereinafter defined). Tenant shall pay additional percentage rental "Breakpoint") for such calendar year (hereinafter "Percentage Rental") based upon the total of all Sales and Business Transacted by Tenant, its sub-tenants and licensees, in or from the Premises during the remainder of each such Lease Year). The dollar breakpoint above which such Said Percentage Rental shall be paid as well as the percentage to be utilized in the computation of such Percentage Rental are more particularly set forth in the Lease Agreement to which these General Lease Provisions are attached. Tenant shall be under no obligation to make any payments of annual Percentage Rental in any Lease Year until such time as Tenant has achieved the minimum amount of Sales and Business Transacted or is set forth in Part 3 of the Lease Agreement to which this is an Exhibit (except to the extent Tenant is not open for business a complete Lease Yearcomputed each calendar quarter and, as hereinafter provided). Upon achieving such minimum amount of Sales and Business Transacted in any Lease Year. Tenant shall thereupon make monthly payments of annual Percentage Rental payable on or before the fifteenth twentieth (15th20th) day of the calendar month immediately following the close of each full calendar month quarter, Tenant shall pay to Landlord the product of the percentage set forth in Section 1.4 multiplied by the amount by which Tenant's Net Sales made during such calendar quarter exceeds Three Million Dollars ($3,000,000.00) [Breakpoint DIVIDED BY 4]. Notwithstanding the foregoing, in the event at any time during the termoriginal Lease Term or any Option Term then in effect, based upon Tenant is entitled to a full or partial abatement of Minimum Annual Rental pursuant to any provisions of this Lease, then the dollar amount of the Breakpoint shall be reduced in the same proportion that Minimum Annual Rental is so abated. On or before February 1 of each calendar year Tenant shall deliver to Landlord a statement certified by Tenant as accurate indicating the total Net Sales of Tenant during said calendar year and Business Transacted the amounts paid to Landlord as Percentage Rental; and thereupon an adjustment shall be made with respect to said rental as follows: If Tenant shall have paid to Landlord an amount greater than Tenant is required to pay as Percentage Rental for such period. Monthly payments of annual Percentage Rental calendar year under the terms hereof, Tenant shall be calculated by multiplying the amount entitled to a credit against Tenant's next payment of Sales and Business Transacted for the month in question by the percentage specified in Part 3 of the Lease Agreement to which this is an Exhibit, and the first such payment shall include any prorated Percentage Rental for the period from the date Tenant's Sales and Business Transacted reached amount of such overpayment; or, if Tenant shall have paid an amount less than the Percentage Rental Breakpoint set forth in Part 3 required to the first day be paid hereunder, then Tenant shall pay such difference to Landlord concurrently with Tenant's delivery of the next full annual statement. During any partial calendar month in year, Tenant shall pay Percentage Rental quarterly as described hereinabove, but such quarterly payments shall not be subject to reconciliation at the term. The term Lease Year is based herein shall mean and refer to the twelve calendar month period commencing on the first day end of the term hereof, if the term commences on the first day of a month, or commencing on the first day of the following month, if the term commences within a month, and successive twelve calendar month periods thereafter. The first Lease Year shall be enlarged to include Sales and Business Transacted for the first partial month of the term hereof, if applicable. Sales and Business Transacted and the Percentage Rental Breakpoint shall be proportionately reduced or enlarged based on the number of months within a Lease year that Tenant is open and operating. For the purposes of this Lease, "Sales and Business Transacted" shall be defined to mean and include the aggregate dollar amount of all business done 1. from the Premises, including all sales of merchandise, food and beverages, and charges for all services performed in, upon or resulting from the Premises, including, but not limited to, direct store sales, sales through newspaper, mail order, telephone and other media of communications, whether by Tenant or Tenant's licensees or other occupying the Premises, including all sales for cash, check, credit, credit cards, charge accounts, exchange or otherwise, regardless of collection. Additionally, Sales and Business Transacted shall include all income received by Tenant attributable to display fees, slotting allowances, promotional considerations, rebates or any other payments received by Tenant as consideration to Tenant for its stocking, promoting, or advertising any product. In computing the Sales and Business Transacted, there shall be deducted from or excluded from the computation, only the following:year.

Percentage Rental. Tenant further covenants and agrees thatIn addition to the Minimum Guaranteed Rental, commencing on the date that Tenant's Sales and Business Transacted (as hereinafter defined) reach or exceed the Percentage Rental breakpoint as is set forth in the Lease Agreement, then thereafter, after the end of each month of such Lease Year (as hereinafter defined). Tenant shall also pay additional to Landlord for each year during the term of this Lease, percentage rental ("Percentage Rental") based upon determined by (i) multiplying the total of all Sales and Business Transacted by TenantGross Sales, its sub-tenants and licenseesas defined hereafter, made in or from the Demised Premises during the remainder of each particular calendar year by the Percentage Rental Rate stated in Section 1.1(j) and then (ii) subtracting from the product thus obtained the Minimum Guaranteed Rental paid by Tenant to Landlord for such Lease Yearcalendar year. The dollar breakpoint above which such Percentage Rental shall be paid in monthly installments as well as the percentage to be utilized in the computation of such Percentage Rental are more particularly set forth in the Lease Agreement to which these General Lease Provisions are attached. Tenant shall be under no obligation to make any payments of annual Percentage Rental in any Lease Year until such time as Tenant has achieved the minimum amount of Sales and Business Transacted or is set forth in Part 3 of the Lease Agreement to which this is an Exhibit (except to the extent Tenant is not open for business a complete Lease Year, as hereinafter provided). Upon achieving such minimum amount of Sales and Business Transacted in any Lease Year. Tenant shall thereupon make monthly payments of annual Percentage Rental payable on follows: On or before the fifteenth tenth (15th10th) day following the close of each full calendar month during the termLease Term, based upon Tenant shall pay to Landlord, after deducting therefrom the Minimum Guaranteed Rental paid for the preceding calendar month, a sum of money equal to the product of the Percentage Rental rate specified, multiplied by the total Gross Sales and Business Transacted for made in or from the Demised Premises during such periodmonth. Monthly In the event that the total of the monthly payments of Percentage Rental for any calendar year is not equal to the annual Percentage Rental shall be calculated by multiplying computed on the amount of Gross Sales for such calendar year in accordance with the Percentage Rental Rate, then Tenant shall pay to Landlord any deficiency within sixty (60) days after the end of such calendar year, or Landlord shall refund to Tenant any overpayment within sixty (60) days after receipt by Landlord of the certified annual report of sales required by Section 5.1. In no event shall the Rent to be paid by Tenant and Business Transacted retained by Landlord for any calendar year be less than the month annual Minimum Guaranteed Rental herein specified. Notwithstanding the generality of the foregoing, if (a) Tenant fails to open the Demised Premises to the public for business on the Commencement Date, or (b) Tenant shall cease to keep its business in question by the percentage specified in Part 3 Demised Premises open to the public for any reason during any portion of the Lease Agreement Term, then the amount of Minimum Guaranteed Rental paid by Tenant to which this is an ExhibitLandlord during the period from the Commencement Date to the date that Tenant opens the Demised Premises to the public for business and during any such period when Tenant's business in the Demised Premises shall not be open to the public for business, and shall not, for the first such payment shall include any prorated purpose of computation of Percentage Rental for the period from applicable calendar year or years during which the date Tenant's Sales and Business Transacted reached the Percentage Rental Breakpoint set forth in Part 3 Demised Premises was not open to the first day of the next full calendar month public for business in the term. The term Lease Year is based herein shall mean and refer to the twelve calendar month period commencing on the first day of the term hereof, if the term commences on the first day of a month, or commencing on the first day of the following month, if the term commences within a month, and successive twelve calendar month periods thereafter. The first Lease Year shall accordance with this Section 4.4 be enlarged to include Sales and Business Transacted for the first partial month of the term hereof, if applicable. Sales and Business Transacted and the Percentage Rental Breakpoint shall be proportionately reduced or enlarged based on the number of months within a Lease year that Tenant is open and operating. For the purposes of this Lease, "Sales and Business Transacted" shall be defined to mean and include the aggregate dollar amount of all business done 1. from the Premises, including all sales of merchandise, food and beverages, and charges for all services performed in, upon or resulting from the Premises, including, but not limited to, direct store sales, sales through newspaper, mail order, telephone and other media of communications, whether by Tenant or Tenant's licensees or other occupying the Premises, including all sales for cash, check, credit, credit cards, charge accounts, exchange or otherwise, regardless of collection. Additionally, Sales and Business Transacted shall include all income received by Tenant attributable to display fees, slotting allowances, promotional considerations, rebates or any other payments received by Tenant as consideration to Tenant for its stocking, promoting, or advertising any product. In computing the Sales and Business Transacted, there shall be deducted from or excluded from the computation, only Minimum Guaranteed Rental paid by Tenant to Landlord for the following:applicable calendar year and shall not be subtracted from the product obtained in clause (i) of the first sentence of this Section 4.4

Percentage Rental. (a) During the Term, Tenant further covenants and agrees thatshall pay to Landlord, commencing on as provided below, the date that dollar amount by which the percent specified in Section 1.13 ("Percentage Rate") of Tenant's Sales and Business Transacted "Gross Sales" (as hereinafter defineddefined in subparagraph (b) reach below) exceeds the Minimum Annual Rental paid by Tenant to Landlord during each calendar year, or exceed at Landlord's option, its fiscal year, of the Term ("Percentage Rental"). On or before the tenth (10th) day of each month during the Term following the Commencement Date, Tenant shall pay to Landlord the amount by which the Percentage Rate of Gross Sales during the preceding month exceeds the installment of Minimum Annual Rental breakpoint paid by Tenant for that month. For the purpose of computing Percentage Rental, Gross Sales made during the first partial month, if any, following the Commencement Date shall be added to the Gross Sales made during the first full calendar month (provided the first partial month is within the same calendar (or fiscal) year as is set forth in the Lease Agreementfirst full month) and Tenant shall pay to Landlord the amount by which the Percentage Rate of Gross Sales during this entire period exceeds the monthly installments of Minimum Annual Rental which were paid by Tenant during this period. Tenant shall furnish to Landlord a certified statement of Gross Sales within ten (10) days after the close of each calendar month and a certified annual statement, then thereafterincluding a monthly breakdown of Gross Sales, on or before the twentieth (20th) day after the end of each month year. Statements shall be in the form and certified in the manner shown in Exhibit D attached to this Lease, which form Landlord may revise from time to time. Statements shall include the Gross Sales of such Lease Year (all subtenants, licensees and concessionaires of Tenant. Following receipt by Landlord of Tenant's certified annual statement, Landlord shall determine the Gross Sales of Tenant for the preceding year and the amounts paid to Landlord as hereinafter defined). Minimum Annual Rental and Percentage Rental and shall make an adjustment as follows: If Tenant paid to Landlord an amount greater than the Percentage Rental required to be paid for said year, Tenant shall pay additional percentage rental ("be entitled to a credit against Tenant's next payment(s) of Percentage Rental for the amount of the overpayment. If Tenant paid an amount less than the Percentage Rental required to be paid, the difference shall be paid to Landlord with the submission of said certified annual statement. Percentage Rental shall be computed separately with respect to each year. For the purpose of computing Percentage Rental, Tenant's Gross Sales for any period during which Tenant does not continuously and uninterruptedly conduct its business, as required by Article 11, shall be deemed to be Tenant's Gross Sales for the corresponding period during the last year in which Tenant operated continuously and uninterruptedly. (b) The term ") based upon Gross Sales", as used in this Lease, shall mean the total gross selling price of all Sales and Business Transacted by Tenant, its sub-tenants and licensees, merchandise or services sold or rented in or from the Premises during the remainder of each such Lease Year. The dollar breakpoint above which such Percentage Rental shall be paid by Tenant, its subtenants, licensees and concessionaires, whether for cash or on credit and whether made by store personnel or by machines, as well as the percentage any business interruption or loss of income insurance proceeds attributable to be utilized in the computation of such Percentage Rental are more particularly set forth in the Lease Agreement lost sales revenue received by Tenant with respect to which these General Lease Provisions are attached. Tenant shall be under no obligation to make any payments of annual Percentage Rental in any Lease Year until such time as Tenant has achieved the minimum amount of Sales and Business Transacted or is set forth in Part 3 of the Lease Agreement to which this is an Exhibit (except to the extent Tenant is not open for business a complete Lease Year, as hereinafter provided). Upon achieving such minimum amount of Sales and Business Transacted in any Lease Year. Tenant shall thereupon make monthly payments of annual Percentage Rental payable on or before the fifteenth (15th) day following the close of each full calendar month during the term, based upon the Sales and Business Transacted for such period. Monthly payments of annual Percentage Rental shall be calculated by multiplying the amount of Sales and Business Transacted for the month in question by the percentage specified in Part 3 of the Lease Agreement to which this is an Exhibit, and the first such payment shall include any prorated Percentage Rental for the period from the date Tenant's Sales and Business Transacted reached the Percentage Rental Breakpoint set forth in Part 3 to the first day of the next full calendar month in the term. The term Lease Year is based herein shall mean and refer to the twelve calendar month period commencing on the first day of the term hereof, if the term commences on the first day of a month, or commencing on the first day of the following month, if the term commences within a month, and successive twelve calendar month periods thereafter. The first Lease Year shall be enlarged to include Sales and Business Transacted for the first partial month of the term hereof, if applicable. Sales and Business Transacted and the Percentage Rental Breakpoint shall be proportionately reduced or enlarged based on the number of months within a Lease year that Tenant is open and operating. For the purposes of this Lease, "Sales and Business Transacted" shall be defined to mean and include the aggregate dollar amount of all business done 1. from the Premises, including excluding therefrom the following: (i) The selling price of all merchandise returned by customers and accepted for full credit; (ii) interest or other charges paid by customers for extension of credit; (iii) receipts from vending machines used solely by Tenant's employees; (iv) sales taxes, excise taxes or gross receipts taxes imposed by governmental entities upon the sale of merchandisemerchandise or services, food and beverages, and charges for all services performed in, upon or resulting but only if collected from customers separately from the Premisesselling price and paid directly to the respective governmental entities; and (v) proceeds from the sale of fixtures, including, but equipment or property which are not limited to, direct store sales, stock in trade. The exclusions listed in this subparagraph (b) shall be referred to as "Exclusions from Gross Sales". All sales through newspaper, mail order, telephone originating at the Premises shall be deemed made and completed from the Premises even though bookkeeping or payment of the account is transferred to another location for collection or filling of the sale or service order and actual delivery of the merchandise is made from a location other media of communications, whether by Tenant or Tenant's licensees or other occupying than the Premises, including all sales for cash, check, credit. Each installment sale, credit cards, charge accounts, exchange sale or otherwise, regardless of collection. Additionally, Sales and Business Transacted shall include all income received by Tenant attributable to display fees, slotting allowances, promotional considerations, rebates or any other payments received by Tenant as consideration to Tenant for its stocking, promoting, or advertising any product. In computing the Sales and Business Transacted, there layaway sale shall be deducted from treated as a sale for the full cash price at the time of such sale or excluded from the computation, only the following:deposit. 7.4

Percentage Rental. In addition to the Minimum Annual Rental and other sums hereinabove specified, Tenant further covenants and agrees that, commencing on the date that Tenant's Sales and Business Transacted (shall pay as hereinafter defined) reach or exceed the Percentage Rental breakpoint as is the product of the percentage set forth in Section 1.4 multiplied by the amount by which Tenant's Net Sales (as the term "Net Sales" is defined in Section 5.1) made from or upon the Premises during each Lease Agreement, then thereafter, after Year exceeds the end of each month of amounts listed in Section 1.4 (hereinafter "Breakpoint") for such Lease Year (as hereinafter defined). Tenant shall pay additional percentage rental ("Percentage Rental") based upon the total of all Sales and Business Transacted by Tenant, its sub-tenants and licensees, in or from the Premises during the remainder of each such ). "Lease Year. The dollar breakpoint above which such Percentage Rental shall be paid as well as the percentage to be utilized in the computation of such Percentage Rental are more particularly set forth in the Lease Agreement to which these General Lease Provisions are attached. Tenant shall be under no obligation to make any payments of annual Percentage Rental in any Lease Year until such time as Tenant has achieved the minimum amount of Sales and Business Transacted or is set forth in Part 3 of the Lease Agreement to which this is an Exhibit (except to the extent Tenant is not open for business a complete Lease Year, as hereinafter provided). Upon achieving such minimum amount of Sales and Business Transacted in any Lease Year. Tenant shall thereupon make monthly payments of annual Percentage Rental payable on or before the fifteenth (15th) day following the close of each full calendar month during the term, based upon the Sales and Business Transacted for such period. Monthly payments of annual Percentage Rental shall be calculated by multiplying the amount of Sales and Business Transacted for the month in question by the percentage specified in Part 3 of the Lease Agreement to which this is an Exhibit, and the first such payment shall include any prorated Percentage Rental for the period from the date Tenant's Sales and Business Transacted reached the Percentage Rental Breakpoint set forth in Part 3 to the first day of the next full calendar month in the term. The term Lease Year is based herein " shall mean and refer to the twelve (12) consecutive calendar month period months commencing on the first day of the term hereoffirst full calendar month of the Lease Term, if and thereafter with each succeeding anniversary thereof. If the term commences on Commencement Date is other than the first day of a calendar month, the first Lease Year shall include the period from the Commencement Date through the end of the month in which the Commencement Date occurs. "Option Years" shall mean Lease Years during the Option Term. Said Percentage Rental shall be computed each calendar month and, on or commencing on before the twentieth (20th) day of the calendar month immediately following the close of each calendar month, Tenant shall pay to Landlord the product of the percentage set forth in Section 1.4 multiplied by the amount by which Tenant's Net Sales made during such calendar month exceeds 1/12 of the Breakpoint listed in Section 1.4. Notwithstanding the foregoing, in the event at any time during the original Lease Term or any Option Term then in effect, Tenant is entitled to a full or partial abatement of Minimum Annual Rental pursuant to any provisions of this Lease, then the dollar amount of the Breakpoint shall be reduced in the same proportion that Minimum Annual Rental is so abated. On or before the first day of the first full calendar month following monththe first anniversary of the Commencement Date, and on each anniversary thereof, Tenant shall deliver to Landlord a statement certified by Tenant as accurate indicating the total Net Sales of Tenant during the immediately preceding Lease Year and the amounts paid to Landlord as Percentage Rental for such Lease Year; and thereupon an adjustment shall be made with respect to said rental as follows: If Tenant shall have paid to Landlord an amount greater than Tenant is required to pay as Percentage Rental for such Lease Year under the terms hereof, Tenant shall be entitled to a credit against Tenant's next payment of Percentage Rental for the amount of such overpayment; or, if the term commences within a month, and successive twelve calendar month periods thereafter. The first Lease Year Tenant shall be enlarged to include Sales and Business Transacted for the first partial month of the term hereof, if applicable. Sales and Business Transacted and have paid an amount less than the Percentage Rental Breakpoint required to be paid hereunder, then Tenant shall be proportionately reduced or enlarged based on pay such difference to Landlord concurrently with Tenant's delivery of the number of months within a Lease year that Tenant is open and operatingannual statement. For Notwithstanding anything to the purposes of contrary contained in this Lease, "in the event that Tenant's Gross Sales and Business Transacted" during the fourth (4th) Lease Year do not equal or exceed One Million Five Hundred Thousand Dollars ($1,500,000.00), Landlord or Tenant may terminate this Lease by written notice to the other party which must be given, if at all, within the first ninety (90) days after the end of the fourth (4th) full Lease Year. Such termination shall be defined effective on the one hundred twentieth (120th) day after such notice is given. Upon termination of the Lease under the provisions of this Section 4.5, Tenant shall pay Landlord the unamortized cost of the Construction Allowance as set forth in Addendum to mean and include Exhibit C, amortized on a straight-line basis over the aggregate dollar amount of all business done 1. from the Premises, including all sales of merchandise, food and beverages, and charges for all services performed in, upon or resulting from the Premises, including, but not limited to, direct store sales, sales through newspaper, mail order, telephone and other media of communications, whether by Tenant or Tenant's licensees or other occupying the Premises, including all sales for cash, check, credit, credit cards, charge accounts, exchange or otherwise, regardless of collection. Additionally, Sales and Business Transacted shall include all income received by Tenant attributable to display fees, slotting allowances, promotional considerations, rebates or any other payments received by Tenant as consideration to Tenant for its stocking, promoting, or advertising any product. In computing the Sales and Business Transacted, there shall be deducted from or excluded from the computation, only the following:full Lease Term.

Percentage Rental. (a) After the first year of the Term, Landlord may, at Landlord's sole election, require Tenant further covenants and agrees thatto pay, commencing on in lieu of the date that Minimum Annual Rental specified in Section 1.9, an amount (the "Percentage Rental") equal to the product obtained by multiplying the percent specified as "Percentage Rate" in Section 1.10 (the "Percentage Rate") by Tenant's Sales and Business Transacted Gross Profit (as hereinafter defineddefined in sub-paragraph (b) reach below). After the first year of the Term, Landlord shall have the right to elect, on an annual basis, whether Tenant is to pay Minimum Annual Rental or exceed Percentage Rental for the succeeding calendar year by sending written notice to Tenant on or before January 31 of such succeeding calendar year; provided, however, that Tenant has delivered to Landlord the financial information required to be delivered by Tenant under this Lease. During any year in which Tenant is paying Percentage Rental, Tenant shall, on or before the tenth (10th) day of each month during the Term, pay to Landlord the Percentage Rental breakpoint for the preceding calendar month. Within thirty (30) days following receipt by Landlord of Tenant's annual statement certified by Tenant as provided in sub-paragraph (c) below, Landlord shall determine the Gross Profit of Tenant for the preceding calendar year and the amount paid to Landlord as Percentage Rental and shall make an adjustment as follows: If Tenant paid to Landlord an amount greater than the Percentage Rental required to be paid for said year, Tenant shall be entitled to a credit against Tenant's next payment(s) of rental for the amount of the overpayment. If Tenant paid an amount less than the Percentage Rental required to be paid, the difference shall be paid to Landlord with the submission of said annual certified statement. Percentage Rental shall be computed separately with respect to each calendar year. Notwithstanding anything contained herein to the contrary, if Landlord elects that Tenant pay Percentage Rental during a calendar year, Landlord shall have the right to revoke such election and to require Tenant to pay Minimum Annual Rental thereafter if during such calendar year (i) Tenant fails to continuously and uninterruptedly conduct its business as required by Article 11; or (ii) Tenant otherwise defaults in its obligations under this Lease; or (iii) Tenant's business is set forth in the Lease Agreementinterrupted by an event of casualty, then thereafter, after the end of each month of such Lease Year a Taking (as hereinafter defined). Tenant shall pay additional percentage rental ("Percentage Rental") based upon the total of all Sales and Business Transacted by Tenant, its sub-tenants and licensees, in or from the Premises during the remainder of each such Lease Year. The dollar breakpoint above which such Percentage Rental shall be paid as well as the percentage to be utilized in the computation of such Percentage Rental are more particularly set forth in the Lease Agreement to which these General Lease Provisions are attached. Tenant shall be under no obligation to make any payments of annual Percentage Rental in any Lease Year until such time as Tenant has achieved the minimum amount of Sales and Business Transacted or is set forth in Part 3 of the Lease Agreement to which this is an Exhibit (except to the extent Tenant is not open for business a complete Lease Year, as hereinafter provided). Upon achieving such minimum amount of Sales and Business Transacted in any Lease Year. Tenant shall thereupon make monthly payments of annual Percentage Rental payable on or before the fifteenth (15th) day following the close of each full calendar month during the term, based upon the Sales and Business Transacted for such period. Monthly payments of annual Percentage Rental shall be calculated by multiplying the amount of Sales and Business Transacted for the month in question by the percentage specified in Part 3 of the Lease Agreement to which this is an Exhibit, and the first such payment shall include any prorated Percentage Rental for the period from the date Tenant's Sales and Business Transacted reached the Percentage Rental Breakpoint set forth in Part 3 to the first day of the next full calendar month in the term. The term Lease Year is based herein shall mean and refer to the twelve calendar month period commencing on the first day of the term hereof, if the term commences on the first day of a month, or commencing on the first day of the following month, if the term commences within a month, and successive twelve calendar month periods thereafter. The first Lease Year shall be enlarged to include Sales and Business Transacted for the first partial month of the term hereof, if applicable. Sales and Business Transacted and the Percentage Rental Breakpoint shall be proportionately reduced or enlarged based on the number of months within a Lease year that Tenant is open and operating. For the purposes of this Lease, "Sales and Business Transacted" shall be defined to mean and include the aggregate dollar amount of all business done 1. from the Premises, including all sales of merchandise, food and beverages, and charges for all services performed in, upon or resulting from the Premises, including, but not limited to, direct store sales, sales through newspaper, mail order, telephone and other media of communications, whether by Tenant or Tenant's licensees or other occupying the Premises, including all sales for cash, check, credit, credit cards, charge accounts, exchange or otherwise, regardless of collection. Additionally, Sales and Business Transacted shall include all income received by Tenant attributable to display fees, slotting allowances, promotional considerations, rebates or any other payments received by Tenant as consideration to Tenant for its stocking, promoting, or advertising any product. In computing the Sales and Business Transacted, there shall be deducted from or excluded from the computation, only the following:reason.