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The Term "Cross Sales" rearms the entire amount of the sales price, whether for cash or otherwise, of all sales of
<br /> merchandise, services and other receipts whatsoever of all business conducted at the Premises (and also including
<br /> all internet orders placed on any website where Tenant sells goods or services), but excluding the following: any
<br /> sums collected and paid out for any sales tax; returns to slippers and manufacturers; sales at a discount to
<br /> employees; sales of gift certificates until the gift certificates are actually used; items returned by customers which
<br /> were previously included inn gross sales; and the exchange of merchandise between stores of the Tenant where such
<br /> exchanges are made solely for the convenient operation of the Tenant's business and not for the purpose of
<br /> connsununnating a sale which as therefore beers made at, in, on or from the Premises and/or~ for the purpose of
<br /> depriving the Landlord of the benefit of a sale which otherwise would have been made at, in, on or: fr-onn the
<br /> Premises. Tennant shall deliver to Landlord, within ten (1 Q) days after the end of each month, a complete
<br /> statement sighted by an executive officer of Tenant, showing Gross Sales for the preceding month. In addition to
<br /> Landlord's other rights and remedies, Tenant shall pay to Landlord a late fee of$50.00 for any delinquency in
<br /> meeting the foregoing reporting requirement, time being of the essence. Tenant agrees to mahitainn accounting
<br /> controls and books of account, in fonnn adequate for auditing purposes, in accordance with generally accepted
<br /> accounting principles to assure the proper recording of all. Cross Sales. In addition, Tenant agrees to use, if so
<br /> required by Landlord, such cash registers and/or sofiware systems as shall ensure the proper recording of all
<br /> Cross Sales. Landlord shall have the right to audit all of the documents, materials, and tiles of Tenant relating
<br /> to Cross Sales for any year. If Landlord shall have such an audit made for any lease-year, and tine Gross Sales
<br /> shown by the Tenant's statement for such lease-year shall be found to be understated by more than two percent
<br /> (2%), then Tenant shall pay to Landlord the cost of such audit. Inn any event, Tenant shall promptly pay to
<br /> Landlord any deficiency in Percentage Rent plus interest at the rate set forth u1 Section 3.1 from the date such.
<br /> payment should have been made to the date of payment. In the event the gross Sales shown by the Tenant's
<br /> statement, for any two (2) lease-years, whether or not consecutive, of the Term shall be found to have been
<br /> understated by more than two percent (2%) in each instance, or for any one (1) lease-year of the Tenn shall be
<br /> found to have been understated by more than four percent(4%),then Landlord,in addition to all other remedies
<br /> available at law or in equity or pursuant to the other provisions of this Leaser shall have the right to ter n'llrnate
<br /> this Lease upon wn7ttenn notice to Tenant. Such examination and audit may be made by any accountant
<br /> designated in writing by the Landlord from time to time.
<br /> Section 3.3. Taxes. The term "Taxes" means all real estate taxes and assessments levied by
<br /> any lawful authority against the Shopping Center or any portion thereof, In the event Landlord shaU elect to
<br /> contest any proposed increase in Taxes, any expense incurred in such contest, including reasonable attorneys'
<br /> fees, shall be considered as tax expenses under the ternnn,s of this paragraph and shall be borne by Tenant nn
<br /> accordance with Tenant's Pro-rats Share, Ins the event the innethod of taxation applicable to rental property shall
<br /> be adjusted or modified, a modification- agreement with respect to this paragraph shall be entered bito to
<br /> accurately apply the principal hereof to said revised tax system, Tenant shall pay to Landlord the Tenant's Pro-
<br /> rata Share of the armual.Taxes. Specifically,Tenant shall make monthly tax deposits with Landlord on the first
<br /> day of every month inn an amount equal to what Landlord reasonably estimates to be one-twelfth (1/12th) of
<br /> Tenant's Pro--rata Share of the aninual Taxes, with a final adjustment to be made between the parties as soon as
<br /> the actual dollar annount owed by Tenant for its Tenant's Pro-rata Share of Taxes for the applicable year has
<br /> been determined. Landlord may re-estimate such monthly amount from time to time. Altematively, Landlord
<br /> may invoice Tenant frorn tinnne to time as Landlord receives the applicable tax bills. In addition to paying its
<br /> Tenant's Prowrata Share of Taxes, Tenant shall pay all taxes relating to its fixtures, equipment and personal
<br /> property.
<br /> Section 3A. Connunnonn Area Maintenance Enenses. Landlord will. maintain the Common
<br /> Areas at all tunes safe, clean and free of refuse, obstructions, ice, and snow, properly sanded, well paved, and
<br /> narked for parldnng and traffic flow, and keep the Common Areas adequately lighted.during and for at least vile-
<br /> half hour after-Tennant shall be open for business. The term"Conmion.Area Maintenance Expenses"means all
<br /> costs and.expenses of every kind and nature paid or incurred by Landlord (including reasonable and appropriate
<br /> reserves) inn operating, managing (including management fees and/or adminnistrative fees), equipping, insuring,
<br /> lighting, repairing, replachig and maintaining the Shopping Center. Tenant shall pay to Landlord the Tenant's
<br /> Pro-rata Share of the annual Common Area Maintenance Expenses, Specifically, Tenant shall make monthly
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