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Section 4.6 Records and Audits. Tenant shall keep accurate records of all Gross 'Sales in accordance with Tenant's usual accounting practices and shall maintain such records at the Premises or at Tenant's primary place of business. Landlord may, once each Percentage Rent Year, audit Tenant's Gross Sales records for the Premises by providing forty-five (45) days advance written notice of such audit. Landlord must exercise this audit (if at all) right within two (2) years following the end of the Percentage Rent Year that Landlord desires to audit. If Landlord fails to notify Tenant of Landlord's intention to audit Tenant's Gross Sales records for a particular Percentage Rent Year within two (2) years after the expiration thereof, then Landlord may not seek to recover any deficiencies in the amount paid. All audits shall be performed during Tenant's usual business hours and without interference with the conduct of business at the place where the audit is made. If an audit reveals that Gross Sales were understated by more than five percent (5%) than the amount in Tenant's Gross Sales statement, then Tenant. shall pay to Landlord the reasonable cost of such audit. In addition, within twenty (20) business days after -, the completion of the audit, Tenant shall pay to Landlord any additional Percentage Rent owed, based on the audited Gross Sales figure (plus interest thereon at the Interest Rate from and after the date the Percentage Rent should have been paid if the Gross Sales had not been previously understated by Tenant). If the audit discloses an overpayment of Percentage Rent by Tenant, then Landlord shall pay to Tenant the amount of the overpayment within twenty (20) business days after the completion ofthe audit. Section 4.7 Alternate Rent. If, at any time after the Commencement Date, Tenant is required or entitled to pay Alternate Rent in lieu of Base Rent and/or other sums otherwise due hereunder, then such Alternate Rent shall be paid by Tenant to Landlord monthly in arrears on or before the fifteenth (15th) day after the end of each calendar month and Tenant's payment of Alternate Rent for each month shall be accompanied by a statement of Tenant's Gross Sales for the applicable period, which shall be certified and signed by Tenant's chief financial officer or a certified public accountant and shall be subject to the reporting, review, audit and confidentiality provisions set forth above. ARTICLE 5 COMMON AREA EXPENSES Section 5.1 Tenant's Contribution. Beginning on the Commencement Date (but subject to Section 3.l(a)), Tenant shall reimburse Landlord for Tenant's CAM Share of Common Area Expenses reasonably incurred by Landlord from and after the Commencement Date (the amount payable by Tenant pursuant to this Article 5 is referred to herein as "Tenant's CAM Contribution"); provided, however, in no event shall Tenant's CAM Contribution in any Lease Year exceed the sum of (i) the Maximum Controllable CAM Amount applicable to such Lease Year, plus (ii) Tenant's CAM Share of the Common Area Special Expenses incurred by Landlord during such Lease Year. Section 5.2 Definition of Common Area Expenses. Except as set forth in Section 5.3, "Common Area Expenses" shall mean the actual, reasonable, out-of-pocket costs incurred by Landlord for the following: operation, maintenance, cleaning and non-capital repair of the .' 23 CHG02:309I375.v8 ~