Common use of Audit Clause in Contracts

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licenseeright, not more frequently than once every two (2) calendar years, to audit Landlord’s business hours or Landlord’s balance sheet pertaining to Operating Cost Expenses for the prior two (2) Lease Years (the “CAM Audit”). Tenant shall not be permitted to utilize a so-called “contingent fee” Operating Cost Expenses auditor. Accordingly, any representative of Tenant conducting, assisting, or having any involvement with the CAM Audit shall not be permitted to have an Accountant a financial stake in the outcome of the CAM Audit and Landlord shall be entitled to audit receive credible evidence of the same and check Landlord may refuse to allow such CAM Audit in the absence of such evidence. Additionally, any representative of Tenant conducting a CAM Audit shall first sign a confidentiality agreement that provides that it shall not disclose the CAM Audit, its conclusions or any information obtained in the course of conducting the CAM Audit to anyone other than Tenant and Landlord. Landlord shall retain its records regarding Operating Expenses for a period of at Licensee’s principal place least two (2) years following the final billing for each calendar year during the Rental Term. At any time during such two (2) year period, upon thirty (30) days’ advance written notice to Landlord, Tenant may conduct a CAM Audit. The CAM Audit shall commence on a date of business upon no which Tenant has notified Landlord not less than thirty (30) days advance in advance. Tenant shall in all cases share with Landlord the conclusions of the CAM Audit and any CAM Audit report. If the CAM Audit discloses an overbilling, Landlord may, by written notice for a period not to exceed fourteen Tenant within forty-five (1445) days (provided that Licensee is promptly responding of Landlord’s receipt of a copy of the CAM Audit, object to the Accountant conclusions or process of the CAM Audit, stating its conclusions as to whether or not there was any overbilling (and if so, the amount thereof). If Tenant disputes Landlord’s reasonable requests for documents conclusions, Tenant shall notify Landlord and information), and at Licensor’s sole expense, as necessary for the purpose of verifying parties shall use good faith efforts to resolve the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere dispute. If Landlord agrees with the normal business activities of LicenseeCAM Audit, Licensee’s books and records pertaining solely Landlord shall pay to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and Tenant the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate overbilling within forty-five (45) days of Landlord’s receipt of a copy of the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementCAM Audit. If Licensor the CAM Audit discloses an underbilling, Tenant shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed pay to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay Landlord the amount of underpayment. If such error is in excess the underbilling within forty-five (45) days of 10% Tenant’s receipt of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment a copy of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantCAM Audit or its conclusions.

Audit. Licensee shall keep In the event that an audit performed by or on behalf of MDOT indicates an adjustment to the costs reported under this Agreement or questions the allowability of an item of expense, MDOT will promptly submit to the AGENCY a Notice of Audit Results and maintain complete and accurate books of account and records at its principal place of business in connection with each a copy of the Included Programs and pertaining audit report, which may supplement or modify any tentative findings verbally communicated to Licensee ’s compliance the AGENCY at the completion of an audit. Within sixty (60) days after the date of the Notice of Audit Results, the AGENCY will (a) respond in writing to the responsible Bureau of MDOT indicating whether or not it concurs with the terms hereofaudit report, including(b) clearly explain the nature and basis for any disagreement as to a disallowed item of expense, without limitationand (c) submit to MDOT a written explanation as to any questioned or no opinion expressed item of expense (RESPONSE). The RESPONSE will be clearly stated and will provide any supporting documentation necessary to resolve any disagreement or questioned or no opinion expressed item of expense. Where the documentation is voluminous, copies the AGENCY may supply appropriate excerpts and make alternate arrangements to conveniently and reasonably make that documentation available for review by MDOT. The RESPONSE will refer to and apply the language of the statements referred Agreement. The AGENCY agrees that failure to in Article 16 submit a RESPONSE within the sixty (60) day period constitutes agreement with any disallowance of this Schedulean item of expense and authorizes MDOT to finally disallow any items of questioned or no opinion expressed cost. During MDOT will make its decision with regard to any Notice of Audit Results and RESPONSE within one hundred twenty (120) days after the Term and for up date of the Notice of Audit Results. If MDOT determines that an overpayment has been made to twenty-four (24) months thereafterthe AGENCY, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours AGENCY will repay that amount to have an Accountant to audit and check at Licensee’s principal place of business upon no less than MDOT or reach agreement with MDOT on a repayment schedule within thirty (30) days advance written notice for after the date of an invoice from MDOT. If the AGENCY fails to repay the overpayment or reach agreement with MDOT on a period not to exceed fourteen repayment schedule within the thirty (1430) days (provided day period, the AGENCY agrees that Licensee is promptly responding MDOT will deduct all or a portion of the overpayment from any funds then or thereafter payable by MDOT to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit AGENCY under this Agreement for or any other agreement or payable to the AGENCY under the terms of 1951 PA, as applicable. Interest will be assessed on any partial payments or repayment schedules based on the unpaid balance at the end of each month until the balance is paid in full. The assessment of interest will begin thirty (30) days from the date of the invoice. The rate of interest will be based on the Michigan Department of Treasury common cash funds interest earnings. The rate of interest will be reviewed annually by MDOT and all Territories during any twelve (12) month periodadjusted as necessary based on the Michigan Department of Treasury common cash funds interest earnings. Under no circumstances shall Licensor The AGENCY expressly consents to this withholding or the Accountant have offsetting of funds under those circumstances, reserving the right to examine records relating file a lawsuit in the Court of Claims to Licenseecontest MDOT’s business generally or with respect decision only as to any other content for purposes item of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement expense the disallowance of which was disputed by the AGENCY in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountanttimely filed RESPONSE.

Audit. Licensee Cephalon shall keep be entitled to appoint, at its sole expense, a certified public accountant or other professional as appropriate (the “CPA Representatives”) to inspect, not more than once a Calendar Year, during normal business hours FBIO’s and maintain complete its Affiliates’ books and accurate records contemplated by Section 5.11 above, including all books of account account, records and records at its principal place other relevant documentation to the extent relevant or necessary for the sole purpose of business in connection with each of the Included Programs and pertaining to Licensee ’s verifying compliance with the terms hereofpayment and related obligations under this Agreement, includingthe calculation of amounts due to Cephalon under this Agreement and of all financial information required to be provided in the Periodic Reports and Annual Reports, without limitationprovided that Cephalon shall coordinate such inspection with FBIO or Affiliate (as the case may be) in advance. In addition, copies Cephalon may require that FBIO, through the CPA Representatives, inspect during normal business hours the books and records contemplated by Section 5.11 above, including all applicable books of the statements referred to in Article 16 account, records and other relevant documentation of this Schedule. During the Term and for up to twenty-four (24) months thereafterany Sublicensees, but no not more than once during a Calendar Year, to the extent relevant or necessary for the sole purpose of verifying the compliance with the payment obligations under this Agreement, the calculation of amounts due to Cephalon under this Agreement and of all financial information provided in the Periodic Reports, and FBIO shall use its best efforts to cause such inspection to be performed, provided that Cephalon shall coordinate such inspection with the Sublicensee in advance. The Parties shall reconcile any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than underpayment or overpayment within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to after the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for CPA Representatives deliver the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy results of the statements audit to Cephalon and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwiseFBIO. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion results of such auditinspection, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunderif any, and said accountings shall be binding upon Licensor and on both Parties. Any underpayment shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than interest in accordance with the terms of Section 5.14, below. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods during the Term, or if such overpayments are identified following the Term, then such overpayments shall be refunded within sixty (60) days of receipt of the corresponding audit results. In the event that any inspection as aforesaid reveals any underpayment by FBIO to Cephalon in respect of any Calendar Quarter of the Agreement in an amount exceeding five percent (5%) of the amount actually paid by FBIO to Cephalon in respect of such Calendar Quarter, then FBIO shall pay the cost of such inspection. Any underpayments or overpayments under this Section 5.12 shall be subject to the currency exchange provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect Section 5.9 as applied to the Included Programs, Licensee shall immediately pay Calendar Quarter during which the amount of underpayment. If payment obligations giving rise to such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses underpayment or overpayment were incurred by Licensor for any audit conducted by the AccountantFBIO.

Audit. Licensee Landlord shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the accuracy request of the statements and other financial information delivered to Licensor by Licensee Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs with respect to any fiscal year during the Licensed Content and the amount of the license fees paid or payable hereunder ; providedTerm, however, that each Licensor hereunder Tenant (at Tenant’s expense) shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that LicenseeLandlord’s books and records constitute applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and contain confidential informationat reasonable times during Landlord’s business hours and (ii) only during the 60-day period (the “Audit Period”) following Tenant’s Audit Notice. Landlord shall make such books and records available at Landlord’s office in Massachusetts or at the Property, or in electronically accessible form. In the event an audit of Landlord’s Total Operating Costs for such year, conducted by either a certified public accountant from a nationally-recognized accounting firm or a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such purpose (such approval not to be unreasonably withheld, conditioned or delayed), indicates that certain items were improperly included in Landlord’s Total Operating Costs and Licensorresulted in an overcharge to Tenant and Landlord disputes the results of said audit, then Tenant may request in writing that the disputed amount of Additional Rent for Total Operating Costs for the year in question be determined by an audit conducted by a certified public accountant reasonably selected by both parties, provided that if the parties are unable so to agree within ten (10) days after receipt of Tenant’s Accountant must sign notice, then within twenty (20) days after Tenant’s notice is given, Tenant may submit the dispute for determination by an arbitration conducted by the Boston Office of the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and deliver shall be a certified public accountant with at least ten (10) years of experience in auditing Class A commercial office and laboratory buildings and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior five (5) years. If the Additional Rent due as finally determined for such fiscal year is less than the Additional Rent paid by Tenant, Landlord shall credit the excess against Additional Rent next due from Tenant; Tenant may off-set the same against Additional Rent if Landlord fails to Licensee provide such credit to Tenant within fifteen (15) days following notice from Tenant of such overpayment. Any auditing firm retained by Tenant pursuant to this paragraph shall not be compensated on a confidentiality agreement in a form acceptable contingent fee basis. Notwithstanding the foregoing, Tenant’s request to Licensee prior to engaging in any examination of Licenseeaudit Landlord’s books and recordsrecords shall not extend the time within which Tenant is obligated to pay the amounts shown on Landlord’s statement of Total Operating Costs, and Tenant may not make the request to audit Landlord’s books and records at any time Tenant is in default of such payments. Licensor may only make In the event the audit determines that Tenant has been overcharged by five percent (5.0%) or more of the Additional Rent due with respect to Total Operating Costs, Landlord shall pay for the cost of said audit. In all other cases, Tenant shall pay for the cost of said audit. As a condition precedent to performing any such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licenseeof Landlord’s books and records, then Licensor shallTenant’s examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any non-public, within six (6) months of confidential information that they discover about Landlord or the conclusion Building or the Property in connection with such examination and not to disclose the results of such audit, inform Licensee in writing examination except as required by law. Notwithstanding any prior approval of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered examiners by Licensee hereunderLandlord, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor Landlord shall have no right, under common law the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or otherwise, cannot provide reasonably acceptable assurances and procedures to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantmaintain confidentiality.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each For ninety (90) days following Landlord’s delivery to Tenant of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofAnnual Expense Reconciliation, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall Tenant will have the right right, during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than five (5) days prior written notice to Landlord, to examine Landlord’s books and records for the purpose of confirming the Annual Expense Reconciliation, which records will be either located in the State of New Jersey or provided through a cloud-based storage service, such as Dropbox. Tenant will be deemed to have accepted the Annual Expense Reconciliation unless, within fifteen (15) days after Tenant’s examination of Landlord’s books and records, Tenant delivers an objection notice to Landlord specifying in detail why Tenant believes such Annual Expense Reconciliation is incorrect. Notwithstanding anything to the contrary contained in this Section 5.5, Tenant will not be permitted to examine Landlord’s books and records or to dispute any Annual Expense Reconciliation unless (i) Tenant has paid to Landlord all amounts due as shown on such Annual Expense Reconciliation, and (ii) Tenant has signed a confidentiality agreement acceptable to Landlord. Tenant shall not engage the services of any legal counsel or other professional consultant who charges for its services on a so-called contingency fee basis for the purpose of reviewing Landlord’s books and records. Landlord shall maintain its books and records for each Annual Expense Reconciliation for no less than five (5) years. If (i) such audit discloses an overcharge to Tenant which is in excess of five percent (5%) of the amount charged to Tenant, (ii) Landlord disputes such audit results, and (iii) any such dispute is not settled by Landlord and Tenant within thirty (30) days advance written notice for after the dispute arises, or such longer period to which they may mutually agree, then such dispute may, at the option of either party, be submitted to arbitration in accordance with the terms of Section 29.18 of this Lease. If Tenant’s audit discloses any overcharge to Tenant and Landlord agrees with such findings, or, in the event of a period not dispute submitted to exceed fourteen (14) days (provided that Licensee is promptly responding arbitration pursuant to the Accountant ’s reasonable requests for documents and information)immediately preceding sentence, and at Licensor’s sole expensethe arbitrator rules in favor of Tenant, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and then the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder overcharge shall coordinate be applied by Landlord against the exercise next accruing monthly installment(s) of their audit rights so that Licensee is only subject to one audit Additional Rent due under this Agreement for any Article 5, unless the surplus equals or exceeds Ten Thousand and all Territories during any twelve 00/100 (12$10,000.00) month period. Under no circumstances shall Licensor or the Accountant have the right Dollars, in which case Tenant may require that Landlord refund such surplus to examine records relating Tenant within thirty (30) days after Tenant’s notice thereof to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementLandlord. If Licensor the Term has expired or has been terminated, Landlord shall so examine Licenseerefund the surplus to Tenant within thirty (30) days after receipt of Tenant’s books and recordsaudit results. In addition, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay if the amount of underpayment. If such error Landlord’s Operating Expenses as shown on the Annual Expense Reconciliation is five percent (5%) or more in excess of 10% of such license fees due for the period covered amount actually owed by such auditTenant, Licensee shallthen, in addition to making immediate payment refunding to Tenant the amount of any such overcharges so disclosed (with interest on such overcharges at the additional license fees duePrime Rate), reimburse Licensor for Landlord shall also pay to Tenant the reasonable third reasonable, actual, third-party out-of-pocket costs cost of Tenant’s audit in an amount not to exceed Five Thousand and expenses incurred by Licensor for any audit conducted by the Accountant00/100 ($5,000.00) Dollars.

Audit. Licensee i. Roomlinx shall keep permit Hyatt or its designated representative (the “Auditor”) reasonable access to any of Roomlinx’ or its agents’ or subcontractors’ premises, personnel and maintain complete relevant records as may be reasonably required in order to (y) fulfill any legally enforceable request by any government departments and accurate books regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of account practice or otherwise, are entitled by any applicable law to supervise, regulate, investigate or influence the matters dealt with in this Agreement or any other affairs of Hyatt; or (z) undertake verification that Roomlinx is complying with this Data Privacy and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleProtection Provision. During the Term and for up to twenty-four (24) months thereafter, but Hyatt agrees that such audits shall be conducted no more than once during two (2) times per year. ii. Hyatt shall use reasonable endeavors to ensure that the conduct of each audit does not unreasonably disrupt Roomlinx or delay the provision of services by Roomlinx and that, where possible, individual audits are coordinated with each other to minimize any twelve (12) month period, Licensor disruption. Roomlinx shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor provide Hyatt or the Accountant have the right Auditor with all reasonable co-operation, access and assistance in relation to examine records relating each audit. Roomlinx shall provide at least five (5) business days’ notice of its intention to Licensee’s business generally or with conduct an audit unless such audit is conducted in respect to any other content for purposes of comparison or otherwisea suspected fraud, in which event no notice shall be required. The Accountant Parties shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket bear their own costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material default of Roomlinx in complying with its obligations under this Data Privacy and Protection Provision, in which case Roomlinx shall reimburse Hyatt for all its reasonable costs incurred in the course of the audit. iii. If an audit identifies that: that Roomlinx is failing to comply, in a material respect, with any of its obligations under this Data Privacy and Protection Provision, without prejudice to the other rights and remedies of Hyatt, Roomlinx shall take the reasonably necessary steps to comply with its obligations at no additional cost to Hyatt. iv. The Parties may agree that a third party report or certification (e.g., a SSAE 16 type report) provided by Licensor for any Roomlinx will satisfy the above audit conducted by the Accountantrequirements.

Audit. Licensee In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall keep have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and maintain complete and accurate at reasonable times to inspect Landlord’s books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, (including, without limitation, copies applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the statements referred Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in Article 16 question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of this ScheduleOther Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. During If the Term Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and for up the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than Landlord within thirty (30) days advance written notice for a after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period not to exceed fourteen (14) days (provided that Licensee is promptly responding was overstated by Landlord pursuant to the Accountant ’s reasonable requests for documents and informationreports described above by more than five percent (5%), and at Licensor’s sole expense, as necessary Landlord shall reimburse Tenant for the purpose of verifying the amounts due from Licensee to Licensor hereunderreasonable, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantTenant in connection with such Audit.

Audit. Licensee The Borrower shall, and shall keep cause the Servicer, the Custodian and maintain complete the Parent to, permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys or auditors during ordinary business hours and accurate books upon three (3) Business Days written notice, to visit the offices thereof and to inspect the Collateral and the Collateral Packages, and the related accounts, records and computer systems, software and programs used or maintained by the Borrower, the Servicer, the Parent or the Custodian, as the case may be at such times as such Lender or the Administrative Agent may reasonably request, using auditors and/or accountants selected by such Lender or the Administrative Agent in its sole and absolute discretion (a “Collateral Audit”) and the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of account coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so (though not more frequently than once per month unless an Event of Default or Unmatured Event of Default has occurred and records at its principal place is continuing). Unless an Event of business Default or an Unmatured Event of Default has occurred and is continuing, a Collateral Audit under this Section 9.1(i) may be conducted not more frequently than once per month. The Borrower shall promptly on demand reimburse the Administrative Agent and the Lenders for all costs and expenses incurred by or on behalf of the Administrative Agent and the Lenders in connection with each any Collateral Audit and their ongoing review and Insurance Consultant’s ongoing review of the Included Programs documents related to the Pledged Policies, including without limitation the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and pertaining to Licensee ’s compliance with the terms hereofis continuing, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once one Collateral Audit per year shall be at the expense of the Borrower (all other Collateral Audits in a year being at the expense of the Lenders) and the total expenses incurred by or on behalf of the Borrower related to a Collateral Audit (including any reimbursements actually made by the Borrower to the Lenders and the Administrative Agent in connection with such Collateral Audit), a Servicer Collateral Audit, enabling the Insurance Consultant to receive any verifications of coverage, information requests described in Section 9.1(cc) and audits conducted pursuant to Section 13.8(a)(iv), in each case, excluding any internal and third-party costs and expenses incurred in the ordinary course by or on behalf of the Borrower, shall be limited to no more than $2,200 for each Pledged Policy (or if such Pledged Policy is a Small Face Policy and payment of Premiums in respect of such Pledged Policy are made on an annual basis, $500 for each such Pledged Policy) (as adjusted annually for inflation or such higher amount if such higher amount is the Insurance Consultant’s reasonably determined prevailing market cost in the industry for such Collateral Audits or ongoing reviews of the type in question as adjusted for changes in audit standards) during any the shorter of (i) the prior twelve (12) month periodperiod and (ii) the period of time commencing on the most recent Advance Date and ending on the date of such Collateral Audit, Licensor verification of coverage, information request or audit, as applicable. Upon instructions from the Administrative Agent, the Borrower shall, and shall cause the Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the Administrative Agent. If an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right during Licensee’s business hours to have an Accountant to audit conduct a Collateral Audit at any time and check at Licensee’s principal place as often the Administrative Agent determines is necessary or desirable. For the avoidance of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents doubt, any review and information), and at Licensor’s sole expense, as necessary for the purpose evaluation of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit Additional Policies conducted by the AccountantAdministrative Agent or the Lenders in connection with a Borrowing Request shall not constitute a Collateral Audit.

Audit. Licensee Landlord shall keep keep, for a period of at least three (3) years after the expiration of any calendar year for which Tenant actually paid a share of Common Expenses, accurate records and maintain complete and accurate books of account and records at its principal place of business supporting documents in connection with each Landlord’s annual statement of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleCommon Expenses for such calendar year. During the Term and for up to twenty-four (24) months thereafter, but no No more than once during in any twelve (12) month periodcalendar year, Licensor and within 90 days after receipt of any year-end statement referred to above, and so long as there exists no Default of Tenant, Tenant shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to challenge the accuracy of any Common Expenses for the statements year described in such statement, by giving Landlord notice (within such 90-day period) of any such challenge (which notice shall set forth in reasonable detail the particular instances in which Tenant believes such accounting to be in error), Landlord shall make Landlord’s invoices or supporting documents for the year in question available to Tenant and Tenant may inspect the same at Landlord’s management office at reasonable times upon Tenant’s request. No auditor shall be compensated in any manner that is based on the amount of any recovery, and no audit shall be made for any year other financial information delivered than the year described in the applicable statement. If any inspection or audit pursuant to Licensor this paragraph and conducted using generally accepted auditing standards reveals an overcharge, such amounts shall be credited against amounts coming due from Tenant for Common Expenses (but Tenant shall in no event be entitled to a credit in excess of the amount actually paid by Licensee with respect Tenant for the period in question). If Tenant is entitled any such credit upon the expiration or early termination of this Lease, the amount of such credit shall be repaid to the Licensed Content and Tenant. If such audit or inspection reveals that Tenant was undercharged, Tenant shall pay the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve undercharge within ten (1210) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months days after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months completion of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in In the event of litigation. If an examination establishes an error in Licenseethat Tenant’s computation of license fees due with respect audit indicates that Tenant was required to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10more than 110% of such license fees due Tenant’s Share of the actual Common Expenses incurred by Landlord for the period covered calendar year in question (as indicated by such auditLandlord’s year-end reconciliation statement), Licensee shall, in addition to making immediate payment of the additional license fees due, Landlord will reimburse Licensor Tenant on request for the actual and reasonable third party out-of-pocket costs and expenses incurred cost paid by Licensor Tenant for any audit conducted by the Accountantsuch audit, provided that Landlord will not be required to reimburse Tenant more than $2,500 hereunder.

Audit. Licensee Provided no Event of Default then exists and subject to the following provisions, Tenant shall keep have the right to inspect, at reasonable times and maintain complete and accurate in a reasonable manner, provided Landlord receives Tenant’s written request therefor within the thirty (30) day period following the delivery of the Total Operating Costs Statement (the “Audit Notice”), such of Landlord’s books of account and records at as pertain to and contain information concerning such Operating Costs in order to verify the amounts thereof. Tenant agrees that any information obtained during an inspection by Tenant of Landlord’s books of account and records shall be kept in confidence by Tenant and its principal place of business in connection with each of the Included Programs agents and pertaining employees and shall not be disclosed to Licensee any other parties, except to Tenant’s compliance with the terms hereofattorneys, including, without limitation, copies of the statements referred to in Article 16 of this Scheduleaccountants and other consultants. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor If Tenant shall have the right during Licensee’s business hours to have not deliver an Accountant to audit and check at Licensee’s principal place of business upon no less than Audit Notice within thirty (30) days advance written notice after the Total Operating Costs Statement for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information year was delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; providedTenant, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Tenant shall be deemed to have consented to all accountings rendered by Licensee hereunderapproved such Statement. Tenant’s inspection shall be conducted within thirty (30) days after Landlord’s receipt of the Audit Notice where Landlord maintains its books and records, and said accountings it shall be binding upon Licensor take place only during Landlord’s normal business hours. Landlord agrees to provide such access to its books and records reasonably promptly following Landlord’s receipt of an Audit Notice. Tenant may conduct only one such inspection for each fiscal year of the Property during the Term. No subtenant shall have any right to conduct a review, and no assignee shall conduct a review for any period during which such assignee was not in possession of the Premises. Within thirty (30) days after such inspection Tenant shall provide written notice to Landlord of the results of such inspection. If as a result of such inspection it is mutually agreed, or if it is ultimately determined, that an error was made in Tenant’s Pro Rata Share of Total Operating Costs paid by Tenant, then Tenant shall pay Landlord any underpayment within thirty (30) days of such determination, or Landlord shall credit Tenant with any overpayment, of Tenant’s Pro Rata Share of such Total Operating Costs, within thirty (30) days after notification thereof. For the purpose of conducting such inspection, Tenant shall retain an independent firm of certified public accountants or a qualified real estate professional having at least 10 years of relevant audit experience, which is mutually acceptable to Tenant and Landlord, and which shall not be subject to compensated on a contingency fee basis or in any objection other manner which is dependent upon the results of such inspection. The cost of such audit shall be paid by Licensor for any reason Tenant unless specific objectionsthe final result of such audit shall indicate an overstatement of more than 10%, in writing, stating which case the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case cost of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shallup to a maximum amount of $1,000, in addition to making immediate payment shall be paid for by Landlord within thirty (30) days after its receipt of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantpaid invoices therefor from Tenant.

Audit. Licensee As soon as is reasonably practical after each Operating Year, Landlord shall keep and maintain complete and accurate books of account and records at its principal place of business provide Tenant with a statement (a “Statement”) setting forth the actual ultimate Additional Rent for the subject Operating Year. If Tenant disputes the amount set forth in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofa given Statement, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours right, at Tenant's sole expense, to have cause Landlord's books and records with respect to the particular Operating Year that is the subject of that particular Statement to be audited (the “Audit”) by a certified public accountant mutually acceptable to Landlord and Tenant (the “Accountant”), provided Tenant (i) has not defaulted under this Lease and failed to cure such default on a timely basis and (ii) delivers written notice (an Accountant “Audit Notice”) to audit and check at Licensee’s principal place of business upon no less than Landlord on or prior to the date that is thirty (30) days advance written notice for after Landlord delivers the Statement in question to Tenant (such 30-day period, the “Response Period”). If Tenant fails to timely deliver an Audit Notice with respect to a period not given Statement, then Tenant's right to exceed fourteen undertake an Audit with respect to that Statement and the Operating Year to which that particular Statement relates shall automatically and irrevocably be waived and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. If Tenant timely delivers an Audit Notice, Tenant must commence such Audit within thirty (1430) days (provided that Licensee after the Audit Notice is promptly responding delivered to the Accountant ’s reasonable requests for documents and information)Landlord, and at Licensorthe Audit must be completed within thirty (30) days of the date on which it is begun. If Tenant fails, for any reason other than Landlord’s sole expenselack of cooperation, to commence and complete the Audit within such periods, the Statement that Tenant elected to Audit shall be deemed final and binding upon Tenant and shall, as necessary for between the purpose parties, be conclusively deemed correct. The Audit shall take place at the offices of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s Landlord where its books and records pertaining solely to are located, at a mutually convenient time during Landlord's regular business hours. Before conducting the accuracy of Audit, Tenant must pay the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the full amount of the license fees paid or payable hereunder ; provided, however, Additional Rent billed under the Statement then in question. Tenant hereby covenants and agrees that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have engaged by Tenant to conduct the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Audit shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor compensated on an hourly basis and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case compensated based upon a percentage of court-ordered discovery in the event of litigationovercharges it discovers. If an examination establishes an error Audit is conducted in Licensee’s computation a timely manner, such Audit shall be deemed final and binding upon Landlord and Tenant and shall, as between the parties, be conclusively deemed correct. If the results of license fees due with respect the Audit reveal that the actual ultimate Additional Rent does not equal the aggregate amount of the estimated Additional Rent actually paid by Tenant to Landlord during the Operating Year that is the subject of the Audit, the appropriate adjustment shall be made between Landlord and Tenant, and any payment required to be made by Landlord or Tenant to the Included Programs, Licensee other shall immediately pay be made within thirty (30) days after the amount of underpaymentAccountant’s determination. If such error is in excess of 10% of such license fees due In no event shall this Lease be terminable nor shall Landlord be liable for the period covered by such audit, Licensee shall, in addition to making immediate payment damages based upon any disagreement regarding an adjustment of the additional license fees due, reimburse Licensor for Additional Rent. Tenant agrees that the reasonable third party out-of-pocket costs results of any Audit shall be kept strictly confidential by Tenant and expenses incurred by Licensor for shall not be disclosed to any audit conducted by the Accountantother person or entity.

Audit. Licensee shall keep and maintain complete and accurate books At the request of account and records Tenant at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four any time within sixty (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (3060) days advance written notice for a period not after Landlord delivers Landlord’s statement of Operating Expenses to exceed fourteen Tenant, Tenant (14at Tenant’s expense) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that LicenseeLandlord’s books and records constitute applicable to Landlord’s Operating Expenses. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and contain confidential informationat reasonable times during Landlord’s business hours; (ii) only during the 60-day period following Tenant’s receipt of Landlord’s statement of the actual amount of Landlord’s Operating Expenses for the applicable calendar year; and (iii) not more than once each calendar year. In the event (a) an audit of Landlord’s Operating Expenses for such year, conducted by an independent certified public accountant retained by Tenant or an auditing firm approved by Landlord for such purpose who is not employed or retained on a contingency basis, indicates that certain items were improperly included in Landlord’s Operating Expenses and Licensorresulted in an overcharge of 5% or more to Tenant and (b) an independent certified public accountant retained by Landlord at Landlord’s Accountant must sign expense agrees with the results of said audit, then Landlord shall refund the overage to Tenant and deliver reimburse Tenant for its audit expenses up to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement$2,500. If Licensor shall so examine LicenseeTenant’s books accountant and recordsLandlord’s accountant disagree on whether there was an overcharge of more than 5%, then Licensor shallunless the dispute is resolved by the parties, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Landlord’s Operating Expenses calculations shall be deemed to have consented to all accountings rendered determined by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than arbitration in accordance with the provisions set forth in this Article 25 except in then prevailing rules of the case of court-ordered discovery in the event of litigationAmerican Arbitration Association. If the arbitration proceedings result in a determination that the Operating Costs Statement contained an examination establishes an error aggregate discrepancy of more than 5%, Landlord shall bear all costs in Licensee’s computation of license fees due connection with respect to the Included Programs, Licensee shall immediately pay the amount of underpaymentsuch arbitration. If the arbitration proceedings result in a determination that the Operating Costs Statement contained an aggregate discrepancy of less than 5%, Tenant shall bear all costs in connection with such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantarbitration.

Audit. Licensee shall keep and maintain complete and accurate books If a Regulatory Authority desires to conduct an inspection or audit of account and records at its principal place of business in connection a Party’s facility or a facility under contract with each of the Included Programs and pertaining to Licensee ’s compliance such Party with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding regard to the Accountant ’s reasonable requests for documents and information)Vaccine, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery Takeda or Novavax, or the Adjuvant or an Adjuvant Component, in the event case of litigationthe Novavax, then the audited Party shall notify the other Party as soon as practicably possible after receipt of such notification of such audit or inspection and provide copies of any materials provided to it by the applicable Regulatory Authority to the extent permitted by Applicable Law; provided that the audited Party shall not be required to notify the other Party of audits or inspections that are of a routine nature or that do not relate to the Vaccine, the Adjuvant or any Adjuvant Component, except where such audits result in communications or actions of such Regulatory Authority which have an impact upon the Exploitation of Vaccine or use of the Adjuvant or an Adjuvant Component in the Vaccine in the Takeda Territory or the Novavax Territory. If In addition, if a Regulatory Authority conducts an examination establishes unannounced inspection or audit of a Party’s facility or a facility under contract with such Party with regard to the Vaccine, the Adjuvant or an error Adjuvant Component in Licenseethe such Party’s computation Territory, then the audited Party shall notify the other Party within [***] of license fees due becoming aware of the commencement of such audit or inspection, provided that the audited Party shall be required to so notify the other Party of such audits or inspections only if such audits result in communications or actions of such Regulatory Authority which have an impact upon the Exploitation of Vaccine or use of the Adjuvant or an Adjuvant Component in the Vaccine in the Takeda Territory or the Novavax Territory. Following receipt of the inspection or audit observations of such Regulatory Authority (a copy of which (with appropriate redactions), the audited Party shall promptly provide to the other Party to the extent permitted by Applicable Law), the audited Party shall also provide the other Party with copies of any written communications (with appropriate redactions) received from Regulatory Authorities with respect to such facilities in a timely manner after receipt, to the Included Programs, Licensee shall immediately pay extent such written communications relate to the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment Exploitation of the additional license fees dueVaccine in the Takeda Territory or Novavax Territory, reimburse Licensor for the Adjuvant, an Adjuvant Component or the Manufacture of the Vaccine, Adjuvant or Adjuvant Component and such disclosure is permitted by Applicable Law, and shall prepare the response to any such observations. To the extent permitted by Applicable Law, the audited Party shall provide the other Party with a copy(ies) of any (i) proposed and final responses (with appropriate redactions) to such communications and shall consider in good faith such other Party’s reasonable third party out-of-pocket costs and expenses incurred by Licensor for comments with respect to such proposed response in the case of an audit of a facility which Manufactures Clinical Trials Materials or Adjuvant Component provided to Takeda under this Agreement or (ii) any audit conducted by final response in all other cases described in this Section 6.8. The audited Party agrees to conform its activities under this Agreement to any commitments made in such a response. For the Accountantpurposes of this Section 6.8, “appropriate redactions” means only redacting information solely related to the Adjuvant and/or contract manufacturer(s) who are not supplying any Adjuvant Component to Takeda hereunder.

Audit. Licensee Within sixty (60) days after receiving Landlord’s annual reconciliation statement of Expenses (provided that, with respect to the Base Year Expenses, Tenant shall keep and maintain complete and accurate books have the one-time right to audit Base Year Expenses concurrently with ▇▇▇▇▇▇’s first audit of account and Expenses hereunder) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records at its principal place of business in connection with each of the Included Programs Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of a timely Request for Information and pertaining executed Audit Confidentiality Agreement (as defined below), Landlord, as determined by Landlord, shall forward to Licensee ’s compliance with Tenant, or make available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the terms hereofapplicable calendar year (or Base Year, including, without limitation, copies as applicable) that are reasonably necessary for Tenant to conduct its review of the statements information appropriately identified in the Request for Information. Within sixty (60) days after any particular records are made available to Tenant (such period is referred to in Article 16 of this Schedule. During as the Term and for up to twenty-four (24) months thereafter“Objection Period”), but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licenseeto give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s business hours statement of Expenses for that year which relates to the records that have been made available to Tenant. If Tenant provides Landlord with a timely Objection Notice and the parties agree that Expenses for the calendar year are less than reported, then Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by ▇▇▇▇▇▇. If the parties agree that Expenses for the calendar year are greater than reported, then Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to the expiration of the Objection Period applicable to the records which have been provided to Tenant, then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that calendar year. If Tenant fails to timely provide Landlord with a Review Notice and the Request for Information Period described above, then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that calendar year. If ▇▇▇▇▇▇ retains an Accountant agent to review ▇▇▇▇▇▇▇▇’s records, the agent must be with a certified public accounting firm licensed to do business in the Commonwealth of Massachusetts. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and Tenant shall not directly or indirectly engage such agent or any other party in connection with such review whose compensation or fees are charged in whole or in part on a contingency basis. Notwithstanding the foregoing, if any audit discloses an overpayment by Tenant of more than five percent (5%) in the annual Expenses and check at Licensee’s principal place the parties agree with such determination, Landlord shall reimburse Tenant for the reasonable costs of business upon no less than such audit, up to a maximum of $10,000.00, within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding of the result of the audit. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Accountant Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s reasonable requests for documents and informationAuditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and at LicensorTenant’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee Auditors to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee execute a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four reasonably provided by Landlord (24“Audit Confidentiality Agreement”) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case foregoing. In no event shall Tenant be permitted to examine ▇▇▇▇▇▇▇▇’s records or to dispute any statement of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect Expenses unless ▇▇▇▇▇▇ has paid and continues to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees all Rent when due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licenseeright, not more frequently than once every two (2) calendar years, to audit (the “CAM Audit”) all of Landlord’s business hours or Landlord’s agent’s records pertaining to Common Area Charges for the prior two (2) Lease Years. Tenant shall not be permitted to utilize a so-called “contingent fee” CAM auditor. Accordingly, any representative of Tenant conducting, assisting, or having any involvement with the CAM Audit shall not be permitted to have an Accountant to a financial stake in the outcome of the CAM audit and check Landlord shall be entitled to receive credible evidence of the same and Landlord may refuse to allow such CAM audit in the absence of such evidence. Additionally, any representative of Tenant conducting a CAM audit shall first sign a confidentiality agreement that provides that it will not disclose the audit, its conclusions or any information obtained in the course of conducting the audit to anyone other than Tenant and Landlord. Landlord shall retain its records regarding Common Area Charges for a period of at Licensee’s principal place least two (2) years following the final billing for each calendar year during the Term. At any time during such two (2) year period, upon thirty (30) days’ advance written notice to Landlord, Tenant may conduct a CAM Audit. The CAM Audit shall commence on a date of business upon no which Tenant has notified Landlord not less than thirty (30) days advance in advance. Tenant shall in all cases share with Landlord the conclusions of the CAM Audit and/or any CAM Audit report. If the CAM Audit discloses an overbilling, Landlord may, by written notice for a period not to exceed fourteen Tenant within forty-five (1445) days (provided that Licensee is promptly responding of Landlord’s receipt of a copy of the CAM Audit, object to the Accountant conclusions or process of the CAM Audit, stating its conclusions as to whether or not there was any overbilling (and if so, the amount thereof). If Tenant disputes Landlord’s reasonable requests for documents conclusions, Tenant shall notify Landlord and information), and at Licensor’s sole expense, as necessary for the purpose of verifying parties shall use good faith efforts to resolve the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere dispute. If Landlord agrees with the normal business activities of LicenseeCAM Audit, Licensee’s books and records pertaining solely Landlord shall pay to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and Tenant the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate overbilling within forty-five (45) days of Landlord’s receipt of a copy of the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementCAM Audit. If Licensor the CAM Audit discloses an underbilling, Tenant shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed pay to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay Landlord the amount of underpayment. If such error is in excess the underbilling within forty-five (45) days of 10% Tenant’s receipt of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment a copy of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantCAM Audit or its conclusions.

Audit. Licensee So long as there is no Event of Default under this Lease whereby Tenant owes Landlord more than one month’s Base Rent or Additional Rent, Tenant shall keep and maintain complete and accurate have the right to conduct an audit of Landlord’s books of account and records at relating to Operating Expenses during the immediately preceding two (2) calendar years, provided that Tenant delivers to Landlord written notice of its principal place of business in connection with each intent to audit within (a) ninety (90) days after receipt by Tenant of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies Reconciliation Statement for either of the statements referred to in Article 16 two (2) years or (b) one hundred twenty (120) days after expiration of this ScheduleLease. During Tenant must complete such audit within one hundred twenty (120) days after the Term date of Tenant’s notice of intent to audit, and for up to twenty-four (24) months thereafter, but may audit no more than once per calendar year except as otherwise provided herein. Tenant’s audit shall be conducted by Tenant or an agent of Tenant (who shall not be employed or engaged on a contingency basis, in whole or in part) during any twelve (12) month period, Licensor shall have the right during Licensee’s regular business hours at a reasonable time and place at the Property. Landlord shall maintain its books and records in a condition capable of being audited by Tenant for a period of at least five (5) years from the date of delivery of the applicable Reconciliation Statement (or any supplement or correction thereto). The results of Tenant’s audit shall be provided to have an Accountant Landlord within ten (10) Business Days after the completion of the inspection. If Landlord desires to audit and check at Licenseecontest the result of Tenant’s principal place inspection, Landlord may do so within ten (10) Business Days of business upon no its receipt of the inspection results, by submitting the results of the inspection to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, to be conducted by a single arbitrator with not less than ten (10) years’ experience in arbitrating issues related to commercial real estate leases. If the audit report or arbitration establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses was greater than the amount this Article 4 obligates Tenant to pay, Landlord shall refund the excess amount to Tenant, together with interest on the excess amount at the rate per annum that is three percent (3%) higher than the prime rate of interest publicly announced by ▇▇▇▇▇ Fargo Bank or its successor from time to time (“Prime Rate”) (computed from the date of Landlord’s Reconciliation Statement) within thirty (30) days advance written notice after Landlord receives a copy of the audit report or the arbitration is completed. If the audit report or arbitration establishes that the amount Landlord charged Tenant for a period not Tenant’s Pro Rata Share of Operating Expenses was less than the amount this Article 4 obligates Tenant to exceed fourteen pay, Tenant will pay to Landlord, as Additional Rent subject to the provisions of Section 4.5, the difference between the amount Tenant paid and the amount determined in the audit or arbitration, together with interest on the underpaid amount at the Prime Rate, within thirty (1430) days after Landlord receives a copy of the audit report or the arbitration is completed. If the audit establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses exceeded the amount this Article 4 obligates Tenant to pay by three percent (provided 3%) or more, and either (i) Landlord does not contest the result of the audit or (ii) Landlord does contest the results of the audit and the results of the arbitration affirm that Licensee is promptly responding the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses exceeded the amount this Article 4 obligates Tenant to pay by three percent (3%) or more, then Landlord shall, within ten (10) Business Days of receipt of written request accompanied by documentation reasonably satisfactory to Landlord, reimburse Tenant for the reasonable out-of-pocket, third party costs incurred by Tenant in conducting the audit. In the case of arbitration, the non-Prevailing Party shall pay to the Accountant Prevailing Party all attorneys’ fees and costs as provided in Section 24.18 of this Lease. The arbitrator shall have the exclusive, reasonable authority to determine which party was the prevailing party in the arbitration. Tenant must keep all information it obtains in any audit strictly confidential, may only use such information for the limited purpose this Section 4.6 describes and for Tenant’s reasonable requests for documents and information)own account, and at Licensor’s sole expenseshall not be discussed with nor disclosed to any third party, as except for disclosures required by applicable law, court rule or order, or in connection with any litigation or arbitration involving Landlord or Tenant. (a) Landlord shall notify Tenant of any necessary or appropriate correction or adjustment of Operating Expenses reflected on any previously given Reconciliation Statement, within thirty (30) days after Landlord learns of the facts supporting such correction or adjustment. If Landlord fails to notify Tenant of a correction or adjustment to a previously given Reconciliation Statement within two (2) years after the Reconciliation Statement has been delivered to Tenant and such correction or adjustment would increase the amount payable by Tenant, then, in any such case, Landlord shall have waived its right to thereafter correct the calculation of Operating Expenses for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and year in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee question and/or adjustment with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder Landlord calculation set forth on such Reconciliation Statement shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve be final (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or except with respect to any other content for purposes of comparison manifest error or otherwise. The Accountant intentional misconduct by Tenant), provided that, with respect to Taxes, Landlord shall not be engaged time-barred from delivering a correction to its calculation of Taxes if such correction is made due to a change in Taxes assessed to the Project by the applicable governmental authority after the Reconciliation Statement, in which case Landlord shall have an additional 180 days from receipt of such assessment to deliver notice of a correction to the previously given Reconciliation Statement. If Tenant fails to notify Landlord that Tenant intends to audit Landlord’s calculation of Operating Expenses within two (2) years after the later of the date of a Reconciliation Statement thereof or the correction or adjustment thereof has been delivered to Tenant, or, if Tenant fails to conclude its audit or inspection within two (2) years after the later of the date that the Reconciliation Statement or the correction or adjustment thereof has been delivered to Tenant, then, in any such case, Tenant shall have waived its right to object to the calculation of Operating Expenses for the year in question and the calculation set forth on such Reconciliation Statement shall be final (except with respect to any manifest error or intentional misconduct by Landlord) provided that, with respect to a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationchange in the Taxes, Tenant shall not be time-barred from contesting its calculation of the change in the Taxes within two (2) years from the date Tenant receives written notice of a change in Taxes assessed to the Project. (b) If the Tenant has commissioned an independent audit of Operating Expenses, and Licensor’s Accountant must sign the result of the audit reflects an overpayment by Tenant, and deliver Landlord thereafter elects to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make arbitrate such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and recordsfindings, then Licensor shallTenant shall not be in default under this Lease for failing to pay such “Additional Rent” if it elects not to continue to pay the amount the auditor ascertained was an overcharge during the pendency of such arbitration, so long as Tenant pays any shortfall within six (6) months of the time period required under this Article 4 following the conclusion of such auditthe arbitration. (c) If Tenant’s audit of Operating Expenses shows that the calculation of Operating Expenses in any particular category is in error by more than three percent (3%) for more than one calendar year, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor then Tenant shall have no the right, under common law or otherwiseon written notice to Landlord, to examine or conduct an audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect Operating Expenses for three (3) additional years prior to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered term initially audited by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantTenant.

Audit. Licensee Landlord shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the accuracy request of the statements and other financial information delivered to Licensor by Licensee Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs with respect to any fiscal year during the Licensed Content and the amount of the license fees paid or payable hereunder ; providedTerm, however, that each Licensor hereunder Tenant (at Tenant’s expense) shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that LicenseeLandlord’s books and records constitute applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and contain confidential informationat reasonable times during Landlord’s business hours and (ii) only during the 60-day period (the “Audit Period”) following Tenant’s Audit Notice. Landlord shall make such books and records available at Landlord’s office in Massachusetts or at the Property, or in electronically accessible form. [***], conducted by either a certified public accountant from a nationally-recognized accounting firm or a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such purpose (such approval not to be unreasonably withheld, conditioned or delayed), [***] Tenant may submit the dispute for determination by an arbitration conducted by the Boston Office of the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and Licensor’s Accountant must sign shall be a certified public accountant with at least ten (10) years of experience in auditing Class A commercial office and deliver laboratory buildings and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior five (5) years. [***]. Any auditing firm retained by Tenant pursuant to Licensee this paragraph shall not be compensated on a confidentiality agreement in contingent fee basis. [***]. As a form acceptable condition precedent to Licensee prior to engaging in performing any such examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine LicenseeLandlord’s books and records, then Licensor shallTenant’s examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any non-public, within six (6) months of confidential information that they discover about Landlord or the conclusion Building or the Property in connection with such examination and not to disclose the results of such audit, inform Licensee in writing examination except as required by law. Notwithstanding any prior approval of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered examiners by Licensee hereunderLandlord, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor Landlord shall have no right, under common law the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or otherwise, cannot provide reasonably acceptable assurances and procedures to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantmaintain confidentiality.

Audit. Licensee By April 1 of each calendar year or as soon thereafter as is reasonably practicable, Landlord shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each provide Tenant a statement (the “Annual Cost Statement”) of the Included Programs total Impositions and pertaining to Licensee other Additional Charges for the preceding year. The Annual Cost Statement shall include a statement of Landlord’s compliance with actual total Impositions and other Additional Charges for the terms hereof, including, without limitation, copies previous year. If the Annual Cost Statement reveals that Tenant paid more than Tenant’s Proportionate Share of the statements referred to actual total Impositions and other Additional Charges in Article 16 of this Schedule. During the Term and year for up to twenty-four (24) months thereafterwhich such statement was prepared, but no more than once during any twelve (12) month period, Licensor then Landlord shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than credit or reimburse Tenant for such excess within thirty (30) days advance written notice for a period not to exceed fourteen after delivery of the Annual Cost Statement; likewise, if Tenant paid less than Tenant’s Proportionate Share of the actual total Impositions and other Additional Charges, then Tenant shall pay Landlord such deficiency within thirty (1430) days after delivery of the Annual Cost Statement. Within sixty (60) days (provided that Licensee is promptly responding the "Audit Election Period") after Landlord furnishes the Annual Cost Statement for any calendar year, Tenant may, at its expense during Landlord's normal business hours, elect to audit Landlord's accounting records relative to Impositions and other Additional Charges for such calendar year only, subject to the Accountant ’s reasonable requests for documents following conditions: (i) there is no uncured Event of Default under this Lease; (ii) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (iii) in no event shall any audit be performed by a firm retained on a "contingency fee" basis; (iv) the audit shall commence within thirty (30) days after Landlord makes Landlord's accounting records available to Tenant's auditor and information), shall conclude within sixty (60) days after commencement; (v) the audit shall be conducted where Landlord maintains its books and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, records and in such a manner as shall not to unreasonably interfere with the normal business activities conduct of LicenseeLandlord's business; (vi) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord's confidentiality agreement for Landlord's benefit prior to commencing the audit; and (vii) the accounting firm's audit report shall, Licensee’s books at no charge to Landlord, be submitted in draft form for Landlord's review and comment before the final approved audit report is delivered to Landlord and any reasonable comments by Landlord shall be incorporated into the final audit report. If Tenant does not give written notice of its election to audit Landlord's accounting records pertaining solely relative to the accuracy of the statements Impositions and other financial information delivered to Licensor by Licensee with respect to Additional Charges during the Licensed Content Audit Election Period, Landlord's total Impositions and other Additional Charges for the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor applicable calendar year shall be deemed to have consented to approved for all accountings rendered by Licensee hereunderpurposes, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor Tenant shall have no right, under common law further right to review or otherwise, to examine or audit Licensee’s books and records other than in accordance with contest the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantsame.

Audit. Licensee So long as Tenant is not then in monetary default of any term or condition of this Lease beyond any applicable notice and cure period, Tenant shall keep have the right to conduct a Tenant’s Review, as hereinafter defined, at Tenant’s sole cost and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, expense (except as provided herein) (including, without limitation, copies photocopy and delivery charges), upon thirty (30) days’ prior written notice to Landlord. “Tenant’s Review” shall mean a review and audit of Landlord’s books and records relating to (and only relating to) Building Expenses and Amenity Expenses payable by Tenant hereunder for the most recently completed calendar year as reflected on Landlord’s final year-end reconciliation of Building Expenses and Amenity Expenses (“Final Statement”). Tenant’s Review must be performed by either an employee of Tenant or by a Certified Public Accountant (“CPA”) reasonably satisfactory to Landlord. Tenant must elect to perform a Tenant’s Review by written notice of such election received by Landlord within ninety (90) days following delivery to Tenant of the statements referred Final Statement for the most recently completed calendar year. In the event that Tenant fails to make such election in Article 16 the time and manner required or fails to diligently perform such Tenant’s Review to completion, then Landlord’s calculation of this ScheduleBuilding Expenses and Amenity Expenses shall be final and binding on Tenant. During Tenant hereby acknowledges and agrees that even if it has elected to conduct a Tenant’s Review, Tenant shall nonetheless pay all Building Expenses and Amenity Expenses payments to Landlord, subject to readjustment. Tenant further acknowledges that Landlord’s books and records relating to the Term Building may not be copied in any manner, are confidential, and for up to twenty-four (24) months thereaftermay only be reviewed at any time during normal business hours at a location reasonably designated by Landlord, but no Landlord will make such records available within the metropolitan area in which the Premises is located. Tenant shall provide to Landlord a copy of Tenant’s Review as soon as reasonably possible after the date of such Tenant’s Review. If Tenant’s Review reflects a reimbursement owing to Tenant by Landlord, and if Landlord disagrees with Tenant’s Review, then Tenant and Landlord shall jointly appoint an auditor to conduct a review (“Independent Review”), which Independent Review shall be deemed binding and conclusive on both Landlord and Tenant. If the Independent Review results in a reimbursement owing to Tenant equal to four percent (4%) or more than once during of the amounts reflected in the Final Statement, the costs of the Independent Review shall be paid by Landlord, but otherwise Tenant shall pay the costs of Tenant’s Review and the Independent Review. For any twelve (12) month periodovercharge, Licensor Tenant shall have the right during Licenseebe entitled to receive, at Tenant’s business hours option, a credit against Tenant’s upcoming Rent payments or a refund due and payable to have an Accountant to audit and check at Licensee’s principal place of business upon no less than Tenant within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expenseafter completion of such Tenant Review or Independent Review, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month periodapplicable. Under no circumstances shall Licensor or Tenant conduct a review of Landlord’s books and records whereby the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged auditor operates on a contingency fee basisor similar payment arrangement. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationAny such reviewer must sign a commercially reasonable non-disclosure, non-solicitation, and Licensorconfidentiality agreement. Tenant agrees to use reasonable efforts to keep the results of its audit confidential, except for such disclosures to Tenant’s Accountant must sign agents, employees, attorneys, accountants, financial advisors, officers, directors, members and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereundercontractors, and said accountings shall except for such disclosures as may be binding upon Licensor required by law, compelled by judicial process or which may be necessary to enforce the terms and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in of this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantLease.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining Original Lease is hereby incorporated in this Sublease, as amended by this Section 3.2(e). Pursuant to Licensee ’s compliance with the terms hereof, including, without limitation, copies Section 4.5 of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafterOriginal Lease, but no more than once during any twelve (12) month period, Licensor shall have Sublandlord has the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licenseeexamine Landlord’s books and records pertaining solely for any period for which Landlord has given Sublandlord a statement of Operating Costs and Real Estate Taxes and other charges under the Master Lease. If, within fifteen (15) business days after receipt of an Operating Expense Statement from Sublandlord, Subtenant notifies Sublandlord that Subtenant desires to review Landlord’s records and identifies for Sublandlord those items Subtenant wishes to challenge, Sublandlord shall forward to Landlord within the accuracy time period set forth in Section 4.5 of the statements Original Lease Subtenant’s challenge, and other financial information delivered Sublandlord further agrees to Licensor by Licensee exercise the review rights granted to Sublandlord under such Section 4.5 with respect to the Licensed Content and the amount of the license fees paid or payable hereunder thereto; provided, however, that each Licensor hereunder shall coordinate the exercise following terms and conditions are met: (i) Subtenant has not received notice from Sublandlord of their audit rights so that Licensee is only subject to one audit a default under this Agreement for any Sublease which has occurred and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or is continuing at the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes time of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationmaking such request, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24ii) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Subtenant shall be deemed to have consented to responsible for all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred paid by Licensor for Sublandlord to perform such review and to comply with the results of such review, which costs and expenses shall be paid by Subtenant no later than thirty (30) days after receipt of written demand therefor. Notwithstanding the foregoing, Sublandlord shall have no obligation or liability to Subtenant if Landlord disputes the result of Subtenant’s challenge, other than pursuing arbitration as provided in Section 4.5.3 of the Original Lease if so elected by Sublandlord in its sole but reasonable discretion; provided, however, if Sublandlord so elects to arbitrate, Sublandlord and Subtenant shall each bear the cost of such arbitration in proportion to their respective interests in the Subleased Premises and Master Lease Premises, as applicable. Further, Sublandlord shall have the right to require Subtenant to deposit with Sublandlord an amount equal to Subtenant’s share of the arbitration costs before such arbitration commences. Sublandlord and Subtenant shall share in any audit conducted by reduction, refund or credit obtained or realized in connection with any such examination or arbitration based on their respective interests in the AccountantSubleased Premises and Master Lease Premises, as applicable.

Audit. Licensee shall keep and maintain complete and accurate books of account and records At its option, Lessor may at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofany time, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no not less than thirty (30) days advance days, prior written notice to Lessee, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the entire records and operations of Lessee included in Gross Revenues from the Premises during the period not to exceed fourteen (14) days (provided that Licensee is promptly responding covered by any statement issued by Lessee. Lessee shall make available to the Accountant Lessor’s reasonable requests for documents and information)auditor at the Premises or Lessee’s main accounting office on the day set forth in Lessor’s notice, requiring such audit, all of the financial records, source documents, variance reports, general ledgers, management reports, arrearage reports, check registers, and at Licensor’s sole expense, as any other materials which such auditor deems necessary or desirable for the purpose of verifying performing such audit. Lessee shall promptly pay to Lessor the amounts due from Licensee amount of any deficiency in Percentage Rent payments disclosed by any such audit. If such audit shall disclose that Lessee’s statement of Gross Revenues is at variance to Licensor hereunderthe extent of five percent (5%) or more, Lessor may ▇▇▇▇ to Lessee the cost of such audit, which Lessee shall pay within thirty (30) days after Lessee’s receipt of Lessor’s invoice. If such audit shall disclose an overpayment, Lessor shall credit such overpayment toward the next payment of Rent due. In addition to the foregoing, and in such addition to all other remedies available to Lessor, in the event Lessee’s auditor and Lessor’s auditor shall schedule a manner as not date for an audit of Lessee’s records, and Lessee shall fail to interfere be available or shall otherwise fail to comply with the normal business activities requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit. Lessor and Lessee agree to attempt to resolve any audit dispute not resolved in sixty (60) days following delivery of Licenseethe final audit by submitting the results of the disputed audit to a mutually acceptable third-party accounting firm for its opinion, Licenseethe fees of which shall be paid by Lessee. In addition to Lessor’s books and available remedies, in the event an audit or other reliable information reveals that Lessee’s records pertaining solely are unavailable due to Lessee’s failure to reasonably maintain such records, Lessor shall be entitled to collect as Additional Rent from Lessee an amount equal to the accuracy lesser of (i) fifty percent (50%) of the statements and other financial information delivered Percentage Rent (the "Audit Unavailability Penalty") paid by Lessee in the preceding Lease Year prorated for the period in question (i.e., if the period in question is equal to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months months, then the Additional Rent provided for herein will be equal to 50% (1/2 of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24year) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.Audit Unavailability Penalty) or

Audit. Licensee shall keep Provided Tenant is not in default under the terms of this Lease (including the payment by Tenant of Tenant's Additional Rental within the time period specified in Section 2.3.2) and maintain complete and accurate books of account and records subject to this paragraph, Tenant, at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofsole expense, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right once per calendar year during Licensee’s business hours to have an Accountant the Term to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s Landlord's books and records pertaining solely relating to the accuracy Operating Expenses for the immediately preceding calendar year for the sole purpose of determining whether generally accepted accounting principles have been followed and consistently applied. This audit must take place on a mutually agreeable date during reasonable business hours at Landlord's office at the address stated above and only after Tenant has given Landlord at least ten (10) business days prior written notice of the date and time Tenant desires to commence such audit. Additionally, this audit may be conducted only by persons who are officers, employees, directors, shareholders, members or partners of or in Tenant, or who are independent, certified accountants practicing for an accounting firm of national prominence, and who are not engaged by Tenant on a contingent fee basis. If Tenant elects to exercise this right, Tenant must do so within one hundred twenty (120) days after the date Landlord delivers to Tenant the statements described in Section 2.3.2 or Tenant shall be deemed to have accepted the Operating Expenses as presented by Landlord. If Landlord and other financial information delivered Tenant determine that actual Operating Expenses for the year in question were less than stated by more than five percent (5%), Landlord, within forty-five (45) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to Licensor third parties in connection with such review by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder Tenant; provided, however, that each Licensor hereunder in no event shall coordinate the exercise Landlord be obligated to reimburse Tenant for costs in excess of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement$2,000.00. If Licensor Landlord and Tenant determine that Operating Expenses for the calendar year are less than reported, Landlord shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed provide Tenant with a credit equal to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpaymentTenant's overpayment against Tenant's next payment of Monthly Base Rental. If such error is in excess of 10% of such license fees due Likewise, if Landlord and Tenant determine that Operating Expenses for the period covered by such auditcalendar year are greater than reported, Licensee shall, in addition to making immediate payment Tenant shall pay Landlord the amount of any underpayment within thirty (30) days of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantdetermination thereof.

Audit. Licensee The Borrower, the Portfolio Administrator and the Guarantor shall, and shall keep cause each of the Parent, each Seller, the Custodian and maintain complete the Servicer to permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys, accountants or auditors during ordinary business hours and accurate books upon written notice given one (1) Business Day in advance, to visit the offices thereof and to inspect their accounts, records and computer systems, software and programs used or maintained by them in relation to the Collateral or their performance of account duties under or in relation to the Transaction Documents to which they are party as such Lender or the Administrative Agent may reasonably request (a “Collateral Audit”) and records at its principal place the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of business coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so. The Borrower shall promptly on demand reimburse the Administrative Agent and the Lenders for all costs and expenses incurred by or on behalf of the Administrative Agent and the Lenders in connection with each any Collateral Audit and their ongoing review and the Insurance Consultant’s ongoing review of the Included Programs and pertaining documents related to Licensee ’s compliance with the terms hereofPledged Policies, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During documents on the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder FTP Site; provided, however, that if no Event of Default or Unmatured Event of Default has occurred and is continuing, the total expenses incurred by or on behalf of Borrower, the Portfolio Administrator, the Sellers, the Parent, the Guarantor, the Custodian and the Servicer related to Collateral Audits, the ongoing review of the documents related to the Pledged Policies by the Lenders, the Administrative Agent and the Insurance Consultant and delivering any verifications of coverage related to the Pledged Policies (including any reimbursements actually made by the Borrower, the Portfolio Administrator, the Sellers, the Parent, the Guarantor, the Custodian and the Servicer to the Lenders and the Administrative Agent in connection therewith) shall be limited to no more than $1,600 (as adjusted annually for inflation or such higher amount if such higher amount is the Insurance Consultant’s reasonably determined prevailing market cost in the industry for such Collateral Audits or ongoing reviews of the type in question as adjusted for changes in audit standards) for each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories Pledged Policy during any twelve (12) month period. Under Upon written instructions from the Administrative Agent, each of Borrower, the Portfolio Administrator and the Guarantor shall, and shall cause the Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the Administrative Agent. The Administrative Agent may conduct a Collateral Audit no circumstances more than once per calendar year at the Borrower’s expense and no more frequently than once every two (2) calendar months at the Lenders’ expense; provided, however, if an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally conduct a Collateral Audit at any time and as often the Administrative Agent determines is necessary or with respect to desirable. For the avoidance of doubt, any other content for purposes review and evaluation of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit Additional Policies conducted by the AccountantAdministrative Agent or the Lenders in connection with a Borrowing Request shall not constitute a Collateral Audit.

Audit. Licensee shall keep and maintain complete and accurate books of account and records Seller will have the right, at its principal place own cost, to have an independent certified public accounting firm of nationally recognized standing, reasonably acceptable to Buyer and who agrees to be bound by a customary undertaking of confidentiality, have access during normal business in connection with each of the Included Programs hours, and pertaining upon reasonable prior written notice, to Licensee Buyer’s compliance with the terms hereofbooks, records and accounts (including, without limitation, copies electronic records and accounts) as may be reasonably necessary to verify the accuracy of the statements referred to in Article 16 of this Schedule. During the Term Net Sales, Sublicense Receipts and Royalties, as applicable, for up to any period ending not more than twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding prior to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose date of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder request; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant Seller will not have the right to examine records relating conduct more than one such audit in any calendar year or more than one such audit covering any given time period. The auditing firm will disclose to Licensee’s business generally or with respect to Seller only the results of its audit and not any other content for purposes of comparison or otherwiseinformation. The Accountant Any such audit shall be made during Buyer’s normal business hours and shall not unreasonably interfere with the business of Buyer and shall be engaged on completed within a contingency fee basisreasonable timeframe. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after Seller will bear all the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion costs of such audit, inform Licensee unless a discrepancy of more than 5% exists in writing favor of any claim resulting therefromthe Seller in which case the Buyer will bear the costs of said audit. Licensor If, based on the results of such audit, additional payments are owed by Buyer under this Agreement, Buyer shall, at its own cost, have an additional thirty (30) days to conduct an additional (second) audit to verify Seller’s audit results and the discrepancies found during the first audit, and, assuming the two audits reconcile, Buyer shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee make such additional payments within twenty-four thirty (2430) months days after the date renderedon which such second accounting firm’s written report is delivered to Buyer. Buyer will promptly, andbut no later than 7 days after the receipt of the second accounting firm's written report, after such written objectiongive a copy of that report to Seller. If the results of the two audits do not reconcile, then the parties must engage in good faith negotiations for a period of thirty (30) days with the view of resolving the audit discrepancies as soon as possible. If the parties are unable to reach an agreement as to how the audit discrepancies should be resolved, then a party may engage a third independent auditor (who will be selected by the head of the Institute of Certified Public Accountants in Israel if the parties are unable to agree an auditor) to review the discrepancies between the two audits and conduct (if necessary) a third and final audit to resolve those discrepancies. The third auditor will provide its draft report to Seller and Buyer for their reasonable comment and review before finalizing same. The determination of the third auditor will be final and binding on the parties in the absence of manifest error. The parties shall equally share the costs incurred by the third auditor to be conducted, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or third audit Licensee’s books and records other than substantially confirms the results of the either parties’ individual audit in accordance with which case the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% cost of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted shall be paid by the Accountantother party hereto.

Audit. Licensee At its option, Landlord may at any time, upon three (3)fifteen (15) days’ prior written notice to Tenant, arrange for an auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Tenant and/or any concessionaire concerning business transacted upon or includable in Gross Sales from the Leased Premises during the period covered by any statement issued by Tenant or a concessionaire as above set forth in Article III. Tenant shall keep and maintain complete and accurate books make available to Landlord’s auditor at the Leased Premises (or at Tenant’s corporate headquarters, if elected by Landlord) within three (3)fifteen (15) days following Landlord’s notice requiring such audit, all of account the books, source documents, accounts and records referred to in Section 3.01 of this Lease and any other materials which such auditor deems necessary or desirable for the purpose of making such audit. Tenant shall promptly pay to Landlord the amount of any deficiency in percentage rent payments disclosed by any such audit. If such audit shall disclose that Tenant’s statement of Gross Sales is at its principal place variance to the extent of business one percent (1%) or more, Landlord may bill to Tenant the amount of any deficiency and the cost of such audit, which shall be paid by Tenant within ten (10)thirty (30) days after ▇▇▇▇▇▇’s receipt of Landlord’s invoice; in connection the event Tenant fails to pay such discrepancy and costs after being delivered notice of such and has not cured the default within seven (7) days of such notice, Landlord may terminate this Lease as set forth below and/or shall have such other rights and remedies as may be provided herein or at law arising by virtue of Tenant’s failure to pay rent. If such audit shall disclose that ▇▇▇▇▇▇’s statement of Gross Sales is at variance to the extent of threefive percent (3%5%) or more, then Landlord, in addition to the foregoing remedy and other remedies available to Landlord, shall have the option, upon at least ten (10)thirty (30) days’ notice to Tenant, to declare this Lease terminated and the term ended, in which event this Lease shall cease and terminate on the date specified in such notice with each the same force and effect as though the date set forth in such notice were the date originally set forth herein and fixed for the expiration of the Included Programs term, and pertaining Tenant shall vacate and surrender the Leased Premises but shall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. In addition to Licensee the foregoing, and in addition to all other remedies available to Landlord, in the event Landlord or Landlord’s compliance auditor shall schedule a date for an audit of Tenant’s records in accordance with this Section, and Tenant shall fail to be available or shall otherwise fail to comply with the terms hereofrequirements for such audit, Tenant shall pay all costs and expenses associated with the scheduled audit. In addition to all other remedies available to Landlord, in the event that any such audit shall disclose that Tenant’s records and other documents as referred to in Articles III and IV hereof and such other materials provided by Tenant to Landlord’s auditor are inadequate, in the opinion of Landlord or Landlord’s auditor, to accurately disclose Tenant’s Gross Sales, then Landlord shall be entitled to collect as additional rent from Tenant an amount equal to fifteenfive percent (15%)(5%) of the highest Effective Rent (minimum rent plus percentage rent) payable by Tenant in any of the three (3) preceding Lease Years. Landlord’’s exercise of the foregoing remedy shall in no way limit or otherwise affect Landlord’’s ability to exercise other remedies available to it, nor shall Tenant’’s obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during LicenseeTenant’’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee obligation with respect to the Licensed Content reporting Gross Sales and the amount payment of the license fees paid percentage rent) be in any manner reduced or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate diminished by the exercise of their audit rights such remedy. In the event that Tenant shall, following the exercise of such remedy, provide to Landlord all records and documentation as required to be provided pursuant to the terms of this Lease so that Licensee is only subject as to one audit under this Agreement permit Landlord’’s auditor to accurately establish Tenant’’s Gross Sales for any and all Territories during any twelve (12) month period. Under no circumstances the period in question, then Tenant shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or be permitted a credit with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If additional rent collected by Landlord from Tenant pursuant to this paragraph, with such error is in excess credit to be applied first against the installment of 10% of such license fees percentage rent due from Tenant for the period covered in question, with any remaining credit to be applied against the next installment of percentage rent payable by such audit, Licensee shall, ▇▇▇▇▇▇. Neither the provisions of this Section 4.02 nor any other provisions in addition this Lease shall restrict Landlord’’s rights to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for discovery in any audit conducted by the Accountantlitigation or arbitration proceeding.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours to have an Accountant to review and/or audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeLandlord’s books and records pertaining solely to the accuracy regarding Tenant’s Share of Operating Costs at Landlord’s offices during normal business hours on ten (10) business days’ prior notice (“Review Notice”) for a period of ninety (90) days following Tenant’s receipt of the statements and Annual Statement (the “Review Period”). Within a reasonable time after receipt of Tenant’s review/audit notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other financial information delivered to Licensor by Licensee with respect to than the Licensed Content and the amount office of the license fees paid Project, Tenant may either inspect the records at such other location or payable hereunder ; providedpay for the reasonable cost of copying and shipping the records. Any audit shall be conducted by a reputable firm of certified public accountants (“Tenant’s CPA”) which, howeveralong with Tenant, that each Licensor hereunder agrees to be bound by a confidentiality agreement, on a noncontingent fee basis. Tenant shall coordinate have no right to contest, review or audit such statement if a Default has occurred and is continuing, or if Tenant fails to give such written notice during the exercise of their audit rights so that Licensee is only subject Review Period. Within ninety (90) days after the records are made available to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances Tenant, Tenant shall Licensor or the Accountant have the right to examine records relating give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s the books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementthat Tenant has reviewed. If Licensor shall so examine Licensee’s books and recordsTenant fails to give Landlord an Objection Notice within the 90-day period or fails to provide Landlord with a Review Notice within the 90-day period described above, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Tenant shall be deemed to have consented approved Landlord’s statement of Operating Costs for such year and shall be barred from raising any claims regarding the Operating Costs for that year. Landlord may elect to contest the conclusion of Tenant’s auditor in the Objection Notice by giving a written contest notice (the “Contest Notice”) to Tenant within sixty (60) days after receipt of the Objection Notice, such Contest Notice containing the name of a firm of certified public accountants appointed by Landlord (“Landlord’s CPA”). Landlord’s CPA and Tenant’s CPA shall meet and confer within forty-five (45) days after the Contest Notice is given in an attempt to agree on any disputed items. If Landlord’s CPA and Tenant’s CPA are unable to agree on all accountings rendered disputed items within forty-five (45) days after the Contest Notice, then each of Landlord’s CPA and Tenant’s CPA shall propose and deliver to each other in writing an amount to be paid by Licensee hereunderTenant to Landlord or Landlord to Tenant relating to the Operating Costs being audited. Tenant’s CPA and Landlord’s CPA shall agree on a third CPA experienced in real estate accounting unaffiliated with Landlord, Tenant and their respective CPA’s and who has not worked for Landlord, Tenant or their respective CPA’s in the last ten (10) years. Such third CPA (the “Deciding CPA”) shall meet for one day or less with Landlord’s CPA and Tenant’s CAP within fifteen (15) business days after the appointment of such Deciding CPA, and said accountings at the end of such meeting the Deciding CPA shall choose in writing either Tenant’s CPA’s proposal or Landlord’s CPA’s proposal, and such decision shall be final, binding upon Licensor and nonappealable. If Landlord and Tenant determine that Operating Costs for the calendar year are less than reported, Landlord shall not provide Tenant with a credit against the next installment of Rental in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Costs for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. Landlord shall pay for Landlord’s CPA, Tenant shall pay for Tenant’s CPA and the cost of the Deciding CPA shall be subject to any objection by Licensor for any reason unless specific objections, in writing, stating divided equally among the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date renderedparties. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s No books and records other than in accordance with may be removed from Landlord’s office. Notwithstanding the provisions set forth in this Article 25 except foregoing, if it is determined that Operating Costs reflected in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included ProgramsAnnual Statement have been overstated by five percent (5%) or more, Licensee than Landlord shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs cost of Tenant’s CPA and expenses incurred by Licensor for any audit conducted by the AccountantDeciding CPA.

Audit. Licensee shall keep and maintain complete and accurate books Following Sublandlord’s delivery to Subtenant of account and records at its principal place of business an Annual Operating Expense Statement, if Subtenant reasonably disputes any amount set forth in connection with each of the Included Programs and pertaining to Licensee Master Landlord’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during LicenseeStatement upon which Sublandlord’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee Annual Operating Expense Statement is promptly responding to the Accountant ’s reasonable requests for documents and information)based, and at Licensor’s sole expense, as necessary for provided that: (A) Sublandlord has not previously exercised its right under the purpose of verifying the amounts due from Licensee Master Lease to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licenseeinspect Master Landlord’s books and records pertaining solely with respect to Master Landlord’s Statement (and such right is otherwise available under the Master Lease); and (B) Subtenant notifies Sublandlord, within one hundred and eighty (180) days following Sublandlord’s delivery of Sublandlord’s Annual Operating Expense Statement to Subtenant (and in any event prior to the accuracy date that an inspection is permitted under Section 4.6 [Landlord’s Books and Records] of the statements Master Lease), of Subtenant’s desire to cause Sublandlord to exercise such inspection right, then Sublandlord will notify Master Landlord pursuant to the provisions of Section 4.6 [Landlord’s Books and other financial information delivered Records] of the Master Lease that Sublandlord desires to Licensor by Licensee cause Landlord’s records with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject Annual Operating Expense Statement to one audit under this Agreement for any and all Territories during any twelve be inspected (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwisesuch disputed amounts only). The Accountant independent, certified public accounting firm for such inspection shall be designated by Subtenant (and approved by Sublandlord) and shall meet the requirements of Section 4.6 [Landlord’s Books and Records] of the Master Lease. Sublandlord will promptly provide Subtenant with any report prepared by such accounting firm. All costs associated with any such inspection (including any cost or charges imposed by Master Landlord) shall be solely borne by Subtenant as Additional Rent hereunder unless as the result of such audit, either: (x) Sublandlord is reimbursed for such costs by Master Landlord pursuant to Section 4.6 [Landlord’s Books and Records] of the Master Lease, or (y) Sublandlord also receives the benefit under the Master Lease of any cost savings revealed by such audit, in which case Sublandlord shall share equally in the cost of such audit (provided that in no event shall Sublandlord be required to pay any costs of such audit to the extent not reimbursed or otherwise benefitted from as provided in (x) and (y) above). If, on the basis of any such inspection or on the basis of an inspection initiated solely by Sublandlord, Sublandlord receives a credit of Building Office Pool Direct Expenses previously paid by Sublandlord to Master Landlord that is attributable to an overpayment by Sublandlord of Building Office Pool Direct Expenses, then any such credit shall be engaged on a contingency fee basis. Licensor acknowledges applied (i) first, to Sublandlord, to the extent of any costs associated with such inspection that Licensee’s books have been incurred by Sublandlord and records constitute that have not to date been reimbursed to Sublandlord by Subtenant, (ii) second, to Subtenant, to the extent of the costs incurred with respect to such inspection that Subtenant has previously paid (either directly or by reimbursing Sublandlord) and contain confidential information(iii) third, as between Sublandlord and Licensor’s Accountant must sign and deliver Subtenant as may be equitably necessary to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging adjust for any overpayment of Building Office Pool Direct Expenses by either Sublandlord or Subtenant, in any examination case after deducting costs due to Sublandlord under this Section 5.2.3 (including, if pursuant to an inspection initiated solely by Sublandlord, the costs thereof shall be deducted from any amount that would otherwise be applied for the benefit of Licensee’s books and recordsSubtenant). Licensor may only make such an examination for a particular statement within twenty-four (24) months after For avoidance of doubt, if, as of the date when Licensor receives such statement. If Licensor shall so examine Licenseethat Subtenant notifies Sublandlord of Subtenant’s desire to require Sublandlord to review Master Landlord’s books and records, then Licensor shall, within six (6) months Sublandlord has already notified Landlord of Sublandlord’s exercise of the conclusion inspection right described in Section 4.6 [Landlord’s Books and Records] of such auditthe Master Lease, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor then Subtenant shall have no rightindependent right to require any such inspection of Master Landlord’s books and records, under common law but Sublandlord agrees to: (A) promptly provide Subtenant with any report prepared by Sublandlord’s accounting firm or accountant and, (B) equitably allocate to Subtenant any credit of Building Office Pool Direct Expenses attributable to an overpayment by Sublandlord of Building Office Pool Direct Expenses to the next payments of Rent and Building Office Pool Direct Expenses coming due, following Sublandlord’s recovery of all costs associated with such inspection, as may then be equitable given any corresponding overpayment of Building Office Pool Direct Expenses by Subtenant and in such event, Subtenant shall have no obligation to reimburse Sublandlord for the costs of the inspection initiated solely by Sublandlord. If Sublandlord receives a credit of Building Office Pool Direct Expenses at any time that relates to the Premises during the Term, whether pursuant to an inspection conducted pursuant to Section 4.6 [Landlord’s Books and Records] of the Master Lease or otherwise, Subtenant shall be entitled to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% its proportionate share of such license fees due for the period covered by such audit, Licensee shall, in addition credit (subject to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantthis Section 5.2.3).

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right right, at its sole cost and expense, to inspect the books of Landlord directly relating to CAM Costs, after giving prior written notice to Landlord of Tenant’s intent to conduct such inspection no later than one hundred eighty (180) days after delivery of such Expense Statement, and no sooner than five (5) business days prior to conducting such inspection. Tenant shall conduct its inspection of Landlord’s books during Licensee’s the business hours to have an Accountant to audit and check of Landlord at LicenseeLandlord’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information)office or at such other location as Landlord may designate, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and information in such statement. Tenant shall use a manner as not certified public accountant reasonably acceptable to interfere with the normal business activities Landlord to conduct its inspection of Licensee, LicenseeLandlord’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder in no event shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant Tenant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged pay such accountant on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver If Tenant shall have availed itself of its right to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after inspect the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months and whether or not Tenant disputes the accuracy of the conclusion information set forth in such books and records, Tenant shall nevertheless pay the amount set forth in Landlord’s then-current Expense Estimate and continue to pay the amounts required by Section 4.3, pending resolution of such said dispute. If Tenant’s inspection of Landlord’s books reveals that the amount of CAM Costs paid or incurred by Landlord in the calendar year being audited ("Audited Expenses") are overstated in the aggregate, then Landlord shall within thirty (30) days after the completion of the inspection elect to either reimburse or credit Tenant for any and all overcharges; or if the Audited Expenses for any calendar year are not overstated, then Tenant shall within thirty (30) days after the completion of the inspection pay to Landlord the amount (if any) by which Tenant has underpaid CAM Costs for the calendar year being audited. If it is determined that Landlord overstated the Audited Expenses by more than three percent (3%), then Landlord shall pay all reasonable costs and expenses related to the audit. If Tenant fails to notify Landlord of Tenant’s election to inspect Landlord’s books within one hundred eighty (180) days of Tenant’s receipt of Landlord’s Expense Statement, inform Licensee in writing of any claim resulting therefrom. Licensor Landlord’s Expense Statement shall be deemed to have consented to all accountings rendered by Licensee hereunder, final and said accountings shall be binding upon Licensor on Tenant and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor Tenant shall have no right, under common law or otherwise, further right to examine or audit Licenseeinspect Landlord’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due CAM Costs for the period covered by such audit, Licensee shall, in addition to making immediate payment of calendar year for which the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantLandlord’s Expense Statement pertains.

Audit. Licensee shall keep If Tenant disputes the amount of operating expenses set forth in the invoice from the Landlord within forth-five days after receipt thereof, and maintain complete and accurate books of account and records at its principal place of business provided Tenant is not then in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofdefault under this Lease, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours upon notice to have an Accountant Landlord's book and records relating to operating expenses audited by a qualified professional selected by Tenant or by Tenant itself. If after such audit Tenant still disputes the amount of operating expenses, a certification as to the proper amount shall be made by Landlord's independent certified public accountant in consulting with Tenant's professional, which certification shall be final and check at Licensee’s principal place of business upon no less than conclusive. If such audit reveals that operating expenses were overstated by five percent (5%) or more in the calendar year audited Landlord shall within thirty (30) days advance written notice for a period not after the certification pay to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and Tenant the amount of any overstatement which it had collected from Tenant. However, if such certification does not show that Landlord had made such an overstatement then Tenant shall pay both the license fees paid or payable hereunder ; provided, however, costs of its professional as well as the reasonable charges of Landlord's independent certified public accountant engaged to determine the correct amount of operating expenses. If the certification shows that each Licensor hereunder Landlord has undercharged Tenant then Tenant shall coordinate within thirty (30) days pay to Landlord the exercise amount of their any undercharge. Books and records necessary to accomplish any audit rights so that Licensee is only subject to one audit permitted under this Agreement Section shall be retained for any twelve months after the end of each calendar year, and all Territories during any twelve (12) month periodon receipt of notice of Tenant's dispute of the operating expenses shall be made available to Tenant to conduct the audit, which may be either at the Premises, or at Landlord's office in Winston-Salem, North Carolina. Under no circumstances shall Licensor In the event that the Tenant elects to have a professional audit Landlord's operating expenses as provided in this Lease, such audit must be conducted by an independent nationally or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall regionally recognized accounting firm that is not be engaged being compensated by Tenant on a contingency fee basis. Licensor acknowledges that Licensee’s books All information obtained through such audit as well as any compromise, settlement or adjustment reached as a result of such audit shall be held in strict confidence by Tenant and records constitute and contain confidential informationits officers, agents, and Licensor’s Accountant must sign employees and deliver as a condition to Licensee such audit, the Tenant's auditor shall execute a confidentiality written agreement in agreeing that the auditor is not being compensated on a form acceptable to Licensee prior to engaging in contingency fee basis and that all information obtained through such audit as well as any examination of Licensee’s books and records. Licensor may only make such an examination for compromise, settlement or adjustment reached as a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion result of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor held in strict confidence and shall not be subject revealed in any manner to any objection by Licensor for person except upon the prior written consent of the Landlord, which consent shall not be unreasonably withheld in Landlord's sole discretion, or if required pursuant to any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books litigation between Landlord and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect Tenant materially related to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered facts disclosed by such audit, Licensee shall, or if required by law. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in addition to making immediate payment possession of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantPremises.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each For forty-five (45) days following Landlord’s delivery to Tenant of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofAnnual Expense Reconciliation, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall Tenant will have the right right, during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than five (5) days prior written notice to Landlord, to examine Landlord’s books and records for the purpose of confirming the Annual Expense Reconciliation. Tenant will be deemed to have accepted the Annual Expense Reconciliation unless, within thirty (30) days advance written after Tenant’s examination of Landlord’s books and records, Tenant delivers an objection notice for a period not to exceed fourteen (14) days (provided that Licensee Landlord specifying in detail why Tenant believes such Annual Expense Reconciliation is promptly responding incorrect. Notwithstanding anything to the Accountant contrary contained in this Section 5.5, Tenant will not be permitted to examine Landlord’s reasonable requests for documents books and information)records or to dispute any Annual Expense Reconciliation unless (i) Tenant has paid to Landlord all amounts due as shown on such Annual Expense Reconciliation, and at Licensor’s sole expense, as necessary (ii) Tenant has signed a confidentiality agreement acceptable to Landlord. Tenant shall not engage the services of any legal counsel or other professional consultant who charges for its services on a so-called contingency fee basis for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licenseereviewing Landlord’s books and records. Licensor may only make If (i) such an examination for a particular statement audit discloses any overcharge to Tenant, (ii) Landlord disputes such findings, and (iii) any such dispute is not settled by Landlord and Tenant within twenty-four thirty (2430) months days after the date when Licensor receives dispute arises, or such statement. If Licensor shall so examine Licensee’s books and recordslonger period to which they may mutually agree, then Licensor shallsuch dispute may, within six (6) months at the option of the conclusion of such auditeither party, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed submitted to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than arbitration in accordance with the provisions set forth in Section 29.18 of this Article 25 except in the case of court-ordered discovery Lease. If Tenant’s audit discloses any overcharge to Tenant and Landlord agrees with such findings, or, in the event of litigationa dispute, the arbitrator rules in favor of Tenant, then the amount overcharged to Tenant shall be applied against the next accruing monthly installment(s) of Additional Rent due under this Article 5. If an examination establishes an error in Licenseethe Term has expired or has been terminated, Landlord shall refund the surplus to Tenant within thirty (30) days after receipt of Tenant’s computation of license fees due with respect to the Included Programsaudit results. In addition, Licensee shall immediately pay if the amount of underpayment. If such error overcharge is ten percent (10%) or more in excess of 10% of such license fees due for the period covered amount actually owed by such auditTenant, Licensee shallthen, in addition to making immediate payment refunding to Tenant the amount of the additional license fees dueany such overcharges so disclosed, reimburse Licensor for Landlord shall also pay to Tenant the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any cost of Tenant’s audit conducted by the Accountantactually incurred, not to exceed $5,000.00.

Audit. Licensee In the event of any dispute regarding the amount due as Tenant's Proportionate Share of Operating Costs, Tenant shall keep have t▇▇ ▇▇▇ht, after reasonable notice and maintain complete at reasonable times, to inspect and accurate books of account and photocopy Landlord's accounting records at its principal place Landlord's office. If, after such inspection and photocopying, Tenan▇ ▇▇▇▇▇▇ues to dispute the amount of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofTenant's Proportionate Sha▇▇ ▇▇ Operating Costs, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shallright, within six (6) months after the delivery of the conclusion Operating Cost Report for any year during the Term, to have an independent certified public accountant reasonably acceptable to Landlord ("CPA") review Landlord's books and records with regard to Landlord's calculation of the actual Operating Costs incurred during such year. If Landlord disagrees with any part of the CPA's review, then Landlord shall be entitled to meet with the CPA and Tenant to discuss corrections or revisions in the CPA's review to attempt to resolve any differences for a period of twenty (20) business days after Landlord's receipt of the CPA's written report of its review. The CP▇ ▇▇▇▇▇ take into consideration any comments of Landlord or Tenant and shall then issue its final written report, with such corrections or changes as the CPA deems appropriate and consistent with this Lease. If the CPA's review of Landlord's books and records reveals that Operating Costs for the Pr▇▇▇▇▇▇ ▇re overstated by Landlord, Landlord shall refund to Tenant within thirty (30) days of the CPA's final report (provided Tenant is not in default under this Lease after notice and beyond any applicable cure periods) the amount of any overpayment. If the audit reveals that Tenant was undercharged, then within thirty (30) days of the CPA's f▇▇▇▇ ▇eport, Tenant shall reimburse Landlord the amount of such auditundercharge. The fees of the CPA shall be paid by Tenant, inform Licensee in writing provided that if the CPA's review reveals that Landlord over▇▇▇▇▇▇ Operating Costs by more than five percent (5%), Landlord shall pay the reasonable, actual fees of any claim resulting therefromthe CPA. Licensor If Tenant does not timely exercise the right to review Landlord's books ▇▇▇ ▇ecords as provided herein, Landlord's statement for such year shall be deemed to have consented to all accountings rendered by Licensee hereunder, final and said accountings shall be binding upon Licensor ▇▇ ▇▇▇▇lord and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantTenant.

Audit. Licensee shall keep and Landlord agrees to maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Expenses and pertaining to Licensee ’s compliance with Taxes for the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During Base Year and each Comparison Year (or partial Comparison Year) throughout the Term and for up to twenty-four a period of three (243) months years thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than . Within thirty (30) days advance after Tenant’s request, Landlord shall provide a written notice response to any questions that Tenant may have concerning the calculation of the Expenses and Taxes for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information)immediately preceding Comparison Year. Tenant shall have the right, and at Licensor’s sole its own expense, as necessary for the purpose to conduct an audit of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeLandlord’s books and records pertaining solely relating to the accuracy determination of Expenses and Taxes, upon reasonable prior notice, during normal business hours for the immediately preceding Comparison Year of the statements Term. Notwithstanding any such dispute, Tenant shall pay Rent and other financial information delivered to Licensor by Licensee Excess Expenses and Excess Taxes in accordance with respect Section 5. If Tenant challenges Landlord’s computations of the Expenses and Taxes or Excess Expenses and Excess Taxes for the immediately preceding Comparison Year, Tenant shall notify Landlord in writing of its objections. If Tenant’s audit indicates that Tenant has been overcharged for the Excess Expenses and Excess Taxes, Landlord shall revise its records and b▇▇▇▇▇▇▇ accordingly for the Comparison Year audited and for the preceding two (2) Comparison Years, to the Licensed Content and the amount of the license fees paid or payable hereunder extent applicable; provided, however, that each Licensor hereunder if Landlord disputes the findings of Tenant’s audit, then Landlord and Tenant shall coordinate the exercise mutually agree upon a nationally recognized firm of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances certified public accountants which shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationconduct an independent audit, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion findings of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings firm shall be binding upon Licensor and on the parties hereto. Within thirty (30) days after resolution of such dispute, the party that owes money to the other shall not remit the sum owed. Any such sums shall be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, Comparison Year audited and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsextent applicable, Licensee the two (2) Comparison Years preceding the Comparison Year audited. Tenant shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due be responsible for the period covered by such audit, Licensee shall, in addition to making immediate payment cost of the additional license fees due, reimburse Licensor its own audit and also for the reasonable third party out-of-pocket costs and expenses incurred cost of any audit by Licensor for any an independent accounting firm; provided, however, that if Tenant’s audit or the audit conducted by the Accountantindependent accounting firm, as the case may be, determines that Tenant has been overcharged by three percent (3%) or more for the Expenses and Taxes for the immediately preceding Comparison Year of the Term, then Landlord shall pay for or reimburse Tenant for the reasonable cost of Tenant’s audit.

Audit. Licensee At its option, Landlord may at any time, upon three (3)fifteen (15) days’ prior written notice to Tenant, arrange for an auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Tenant and/or any concessionaire concerning business transacted upon or includable in Gross Sales from the Leased Premises during the period covered by any statement issued by Tenant or a concessionaire as above set forth in Article III. Tenant shall keep and maintain complete and accurate books make available to Landlord’s auditor at the Leased Premises (or at Tenant’s corporate headquarters, if elected by Landlord) within three (3)fifteen (15) days following Landlord’s notice requiring such audit, all of account the books, source documents, accounts and records referred to in Section 3.01 of this Lease and any other materials which such auditor deems necessary or desirable for the purpose of making such audit. Tenant shall promptly pay to Landlord the amount of any deficiency in percentage rent payments disclosed by any such audit. If such audit shall disclose that Tenant’s statement of Gross Sales is at its principal place variance to the extent of business one percent (1%) or more, Landlord may bill to Tenant the amount of any deficiency and the cost of such audit, which shall be paid by Tenant within ten (10)thirty (30) days after ▇▇▇▇▇▇’s receipt of Landlord’s invoice; in connection the event Tenant fails to pay such discrepancy and costs after being delivered notice of such and has not cured the default within seven (7) days of such notice, Landlord may terminate this Lease as set forth below and/or shall have such other rights and remedies as may be provided herein or at law arising by virtue of Tenant’s failure to pay rent. If such audit shall disclose that Tenant’s statement of Gross Sales is at variance to the extent of threefive percent (35%) or more, then Landlord, in addition to the foregoing remedy and other remedies available to Landlord, shall have the option, upon at least ten (10)thirty (30) days’ notice to Tenant, to declare this Lease terminated and the term ended, in which event this Lease shall cease and terminate on the date specified in such notice with each the same force and effect as though the date set forth in such notice were the date originally set forth herein and fixed for the expiration of the Included Programs term, and pertaining Tenant shall vacate and surrender the Leased Premises but shall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. In addition to Licensee the foregoing, and in addition to all other remedies available to Landlord, in the event Landlord or Landlord’s compliance auditor shall schedule a date for an audit of Tenant’s records in accordance with this Section, and Tenant shall fail to be available or shall otherwise fail to comply with the terms hereofrequirements for such audit, Tenant shall pay all costs and expenses associated with the scheduled audit. In addition to all other remedies available to Landlord, in the event that any such audit shall disclose that Tenant’s records and other documents as referred to in Articles III and IV hereof and such other materials provided by Tenant to Landlord’s auditor are inadequate, in the opinion of Landlord or Landlord’s auditor, to accurately disclose Tenant’s Gross Sales, then Landlord shall be entitled to collect as additional rent from Tenant an amount equal to fifteenfive percent (15%)(5%) of the highest Effective Rent (minimum rent plus percentage rent) payable by Tenant in any of the three (3) preceding Lease Years. Landlord’s exercise of the foregoing remedy shall in no way limit or otherwise affect Landlord’s ability to exercise other remedies available to it, nor shall Tenant’s obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during LicenseeTenant’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee obligation with respect to the Licensed Content reporting Gross Sales and the amount payment of the license fees paid percentage rent) be in any manner reduced or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate diminished by the exercise of their audit rights such remedy. In the event that Tenant shall, following the exercise of such remedy, provide to Landlord all records and documentation as required to be provided pursuant to the terms of this Lease so that Licensee is only subject as to one audit under this Agreement permit ▇▇▇▇▇▇▇▇’s auditor to accurately establish Tenant’s Gross Sales for any and all Territories during any twelve (12) month period. Under no circumstances the period in question, then Tenant shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or be permitted a credit with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If additional rent collected by Landlord from Tenant pursuant to this paragraph, with such error is in excess credit to be applied first against the installment of 10% of such license fees percentage rent due from Tenant for the period covered in question, with any remaining credit to be applied against the next installment of percentage rent payable by such audit, Licensee shall, Tenant. Neither the provisions of this Section 4.02 nor any other provisions in addition this Lease shall restrict Landlord’s rights to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for discovery in any audit conducted by the Accountant.litigation or arbitration proceeding. S6 COMMON AREA CHARGE

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of If within the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements fifteen (15) days term referred to in Article 16 section 4 of this Scheduleannex, THE TRANSFEROR made any observations to the NSR Royalty payment settlements submitted by THE ACQUIRER, THE TRANSFEROR and THE ACQUIRER shall make their reasonable best efforts to reach an agreement regarding any differences which may have arisen between them. During If THE ACQUIRER and THE TRANSFEROR fail to reach an agreement within fifteen (15) calendar days following the Term date in which THE TRANSFEROR notifies its observations to THE ACQUIRER, the differences between such parties shall be submitted to a final and conclusive analysis of a titled public accountant experienced in the mining industry and that is acceptable for up both parties. The expenses for the hiring of such consultant firm shall be initially assumed by THE TRANSFEROR. The public accountant referred to twenty-four (24) months thereafterin the preceding paragraph shall conduct an audit of all the documents supporting the NSR Royalty payment settlements subject to observations by THE TRANSFEROR, but no more than once as well as of all such other information and/or documents as are necessary to that effect. The audit shall take place at the place to be designated by THE ACQUIRER for those effects and during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours of the latter. If the audit reveals that the calculation of the NSR Royalties made by THE ACQUIRER is within a 2.5% range of the audit results, the cost of the audit shall be fully borne by THE TRANSFEROR. However, if the audit reveals that the calculation of the NSR Royalties made by THE ACQUIRER exceeds the 2.5% range of the audit results, THE ACQUIRER shall bear the costs thereof. In any case, THE ACQUIRER shall pay THE TRANSFEROR – as an NSR Royalty payment – any shortfall determined by the audit, in which case the NSR Royalty payment settlements that had been subject to have an Accountant observations, will be amended in accordance to the results of the audit. Upon completion of the audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy delivery of the statements results to THE ACQUIRER and other financial information delivered to Licensor THE TRANSFEROR, THE ACQUIRER shall pay, without any interests, any additional NSR Royalties that might have been determined by Licensee with respect to the Licensed Content and the amount audit. Such payment will be made by THE ACQUIRER within fifteen (15) calendar days of receipt of the license fees audit. However, if the audit determined that THE ACQUIRER paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is NSR Royalties in excess of 10% what is was really obliged to make, THE TRANSFEROR shall reimburse THE ACQUIRER the amount paid in excess by it (without interests) within fifteen (15) calendar days of such license fees due receipt of the audit. It is hereby expressly agreed that during the term in which the audit is being conducted, the term established in this annex for THE ACQUIRER to pay the period covered by such audit, Licensee shallNSR Royalties will not be suspended and, in addition to making immediate this sense, THE ACQUIRER should continue compliance its payment obligation of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs NSR Royalty when and expenses incurred by Licensor for any audit conducted by the Accountant.as applicable

Audit. Licensee On Subtenant's written request given not more than sixty (60) days after Subtenant's receipt of a Monthly Expense Statement or an Annual Expense Statement, and provided that Subtenant is not then in default under this Sublease beyond the applicable cure period provided in this Sublease and that Subtenant has paid all amounts required to be paid under the applicable Monthly Expense Statement or Annual Expense Statement (reserving the right to recover any excess payments in accordance with this Paragraph 3.2(h)), then Sublandlord shall keep and maintain complete and accurate provide Subtenant with a reasonable opportunity to review the books of account and records at its principal place supporting such determination of Sublease Expenses in the office of Sublandlord, or Sublandlord's agent, during business hours. Sublandlord shall provide this opportunity to inspect within twenty (20) days of Subtenant's written request. Within fifteen (15) days following Subtenant's inspection, Subtenant and Sublandlord shall concurrently be provided with any audit report prepared in connection with such inspection, and Subtenant shall advise Sublandlord if Subtenant disputes the Sublease Expenses or Subtenant's Project Share of them as set forth in the applicable Monthly Expense Statement or Annual Expense Statement. Thereafter, if Sublandlord ascertains that an error has been made, Subtenant's sole remedy shall be for the parties to make such appropriate payments or reimbursements, as the case may be, including interest on any such amount at the Agreed Rate, to each of the Included Programs and pertaining other as are determined to Licensee ’s compliance with the terms hereofbe owing, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding any reimbursements payable by Sublandlord to Subtenant may, at Sublandlord's option, instead be credited against the Accountant ’s reasonable requests for documents and information)Base Rent next coming due under this Sublease unless the Sublease term has expired, and at Licensor’s sole expense, as necessary for in which event Sublandlord shall refund the purpose of verifying the amounts due from Licensee appropriate amount to Licensor hereunder, and in such Subtenant. If Subtenant fails to make a manner as not written request to interfere with the normal business activities of Licensee, Licensee’s review Sublandlord's books and records pertaining solely to the accuracy within sixty (60) days of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount receipt of the license fees paid a Monthly Expense Statement or payable hereunder ; providedAnnual Expense Statement as described above, however, that each Licensor hereunder then Subtenant shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under have no circumstances shall Licensor or the Accountant have the further right to examine conduct such a review or to dispute any Sublease Expense set forth in such Monthly Expense Statement or Annual Expense Statement, as applicable. Subtenant shall keep any information gained from its review of Sublandlord's records relating to Licensee’s business generally or with respect confidential and shall not disclose it to any other content for purposes party, except as required by law. If requested by Sublandlord, Subtenant shall require its employees or agents reviewing Sublandlord's records to sign a confidentiality agreement as a condition of comparison or otherwiseSublandlord providing Subtenant the opportunity to inspect under this Paragraph 3.2(h). The Accountant Notwithstanding anything in this Paragraph 3.2(h) to the contrary, with regard to Master Lease Expenses, Sublandlord shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver required to Licensee a confidentiality agreement in a form acceptable provide more information to Licensee prior Subtenant than is offered to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantSublandlord.

Audit. Licensee Tenant shall keep and maintain complete and accurate have the right to have Landlord’s books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with Operating Expenses for the terms hereofBase Expense Year and Taxes for the Base Tax Year, including, without limitation, copies of or Operating Expenses and Taxes for any Comparison Year during the statements referred to in Article 16 Term of this Schedule. During Lease, reviewed, copied (provided Landlord is reimbursed for the Term cost of such copies) and for up to twenty-four audited (24“Tenant’s Audit”), provided that: (a) months thereafter, but no such right shall not be exercised more than once during any twelve calendar year; (12b) month if Tenant elects to conduct Tenant’s Audit, Tenant shall provide Landlord with written notice thereof (“Tenant’s Audit Notice”) no later than: (i) with respect to either the Base Expense Year or the Base Tax Year, six (6) months following Tenant’s receipt of the initial Statement for the first (1st) Comparison Year; or (ii) with respect to any Comparison Year, six (6) months following Tenant’s receipt of the Statement (or any Revised Statement) for the year to which Tenant’s Audit will apply; (c) Tenant shall have no right to conduct Tenant’s Audit if, either at the time of Tenant’s Audit Notice or at any time during Tenant’s Audit, an Event of Default exists under this Lease; (d) no subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (e) conducting Tenant’s Audit shall not relieve Tenant from the obligation to pay Tenant’s Proportionate Share of increases in Operating Expenses and Taxes, as billed by Landlord, pending the outcome of such audit; (f) Tenant’s right to conduct such audit for the Base Expense Year, the Base Tax Year and any Comparison Year shall expire, with respect to the Base Expense Year and the Base Tax Year, six (6) months following Tenant’s receipt of the initial Statement for the first Comparison Year, and, with respect to any Comparison Year, six (6) months following Tenant’s receipt of the Statement (or any Revised Statement) for such year, and if Landlord has not received Tenant’s Audit Notice within the applicable period, Licensor Tenant shall have waived its right to conduct Tenant’s Audit for the Base Expense Year, the Base Tax Year or such Comparison Year, as the case may be; (g) Tenant’s Audit shall be conducted by an auditor whose compensation is not contingent upon the results of Tenant’s Audit or the amount of any refund received by Tenant, and who is not employed by or otherwise affiliated with Tenant, except to the extent that such auditor has been engaged by Tenant to conduct Tenant’s Audit; (h) Tenant’s Audit shall be conducted at Landlord’s office where the records of the year in question are maintained by Landlord (which shall be within the continental United States), during Landlord’s normal business hours; (i) Tenant’s Audit shall be completed within ninety (90) days after the date of Tenant’s Audit Notice, and a complete copy of the results thereof shall be delivered to Landlord within one hundred twenty (120) days after the date of Tenant’s Audit Notice; and (j) Tenant’s Audit shall be conducted at Tenant’s sole cost and expense. If Tenant’s Audit is completed and submitted to Landlord in accordance with the requirements of this Paragraph, and if Landlord and Tenant cannot mutually agree upon the results of Tenant’s Audit, either party shall have the right during Licenseeto pursue arbitration in accordance with the procedures set forth on Exhibit “B” attached hereto and by this reference made a part hereof. If such audit shall ultimately result in Landlord and Tenant agreeing (or the arbitration deciding) that Landlord has overstated the Operating Expenses and Taxes for the year audited and Landlord has not previously credited or reimbursed Tenant therefor, Landlord shall reimburse Tenant for any overpayment of Tenant’s business hours Proportionate Share of such increases in Operating Expenses and Taxes. If such audit shall ultimately result in Landlord and Tenant agreeing (or the arbitration deciding) that Landlord has overstated the Operating Expenses and Taxes for the year audited by more than five percent (5%), Landlord shall also reimburse Tenant for Tenant’s actual, reasonable cost incurred in conducting Tenant’s Audit (not to have an Accountant to audit and check at Licensee’s principal place of business upon no less than exceed $5,000.00). Such reimbursements shall be made within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant after Landlord’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose receipt of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form documentation reasonably acceptable to Licensee prior to engaging in any examination Landlord reflecting the cost of LicenseeTenant’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantAudit.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance If Tenant is not satisfied with the terms hereofanswers it receives to its questions pursuant to Paragraph 4.06.1 above, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor then Tenant or its agent shall have the right during Licensee’s business hours to have an Accountant to review and audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeLandlord’s books and records pertaining solely to regarding such Expense Statement. Such review or audit shall take place during normal business hours, upon reasonable advance notice and at time reasonably scheduled by Landlord, in the accuracy accounting office of Landlord for the statements Project. Tenant shall give notice requesting the review or audit of any Expense Statement not later than one year following Tenant’s receipt of such Expense Statement, and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid no Expense Statement shall be reviewed or payable hereunder audited more than once; provided, however, that each Licensor hereunder shall coordinate Tenant may audit at a later date or further audit a particular Expense Statement if and to the exercise of their audit rights so that Licensee is only subject extent required to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally comply with applicable Laws regarding governmental contracts or with respect to other governmental requirements. From and after the date, if any, that the Premises no longer include the entirety of all of the Buildings, such review or audit may be conducted solely by an independent certified accountant, and neither the auditor nor any other content for purposes person directly or indirectly involved in the review or audit be compensated pursuant to a commission or other arrangement pursuant to which the nature or extent of comparison fees or otherwiseother compensation is dependent upon the results thereof, excluding reviews or audits from ▇▇▇▇▇▇ ▇▇▇ Companies or other successor local auditor. The Accountant shall not be engaged In the event that Tenant determines on a contingency fee basis. Licensor acknowledges that Licenseethe basis of its review or audit of Landlord’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay that the amount of underpayment. If such error is in excess of 10% of such license fees due Expenses paid by Tenant pursuant to this Paragraph IV for the period covered by such Expense Statement (an “Expense Period”) is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of such review or audit in its reasonable discretion or is deemed to concur based on the procedure set forth below, Landlord shall refund any excess payment to Tenant within thirty (30) days after Tenant’s written request or at Tenant’s sole election apply the same to Rent thereafter falling due, as the case may be. If Landlord does not concur with the results of such review or audit, Licensee shallLandlord and Tenant shall mutually appoint an independent certified public accountant with qualifications and experience appropriate to resolve matters as to which the parties do not agree (the “Joint Expense Expert”) who shall determine the final calculation of Expenses. If Landlord and Tenant cannot agree on the appointment of a Joint Expense Expert or otherwise fail to agree on the calculation of Expenses for such Expense Period, then such dispute shall be resolved in addition to making immediate payment of the additional license fees due, reimburse Licensor accordance with Paragraph 4.06.3. Tenant shall be solely responsible for the reasonable third party out-of-pocket costs and expenses incurred of the review or audit, except that if it is determined that the actual amount of Expenses paid by Licensor for Tenant during any Expense Period exceeds the amount properly payable by Tenant hereunder during such Expense Period by an amount greater than two percent (2%) of the actual Expenses properly chargeable to Tenant during such Expense Period, then Landlord shall reimburse Tenant (in the form of a credit against the Rent next coming due hereunder or, if the Term has previously expired, in the form of a direct payment) the reasonable costs of such review or audit conducted (except that costs in the event of a determination by the Accountanta Joint Expense Expert shall be as provided below).

Audit. Licensee shall keep Provided that Tenant is not in default under this Lease and maintain complete pays any Operating Expenses billed by Landlord as and accurate books of account and records at its principal place of business when due, Tenant or a qualified certified public accountant retained by Tenant who is experienced with accounting for operating expense recoveries in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofcommercial leases, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s examine Landlord's books and records pertaining solely relating to Operating Expenses upon reasonable prior notice given within ninety (90) days after receipt of Landlord's annual reconciliation, during normal business hours at the place or places where such records are normally kept. Tenant's representative shall be compensated on an hourly or project basis and not on (i) a contingent basis, (ii) the basis of a percentage of any savings or refund resulting from the audit, or (iii) in any other manner that makes such representative's compensation for such audit in any way dependent on the results of the audit. Upon request, Tenant shall provide Landlord with a full copy of all correspondence, instructions between the accountant. Landlord's calculation shall be final and binding on Tenant upon delivery thereof, except as to matters to which written objection is made by Tenant in accordance with this Section. Tenant may dispute specific items included in Operating Expenses or Landlord's computation of Tenant's Share of Operating Expenses, by sending notice specifying such objections and including support for such findings with specific reference to the accuracy relevant Lease provisions disqualifying such expenses to Landlord no later than one hundred and twenty (120) days after Tenant's representative examines such records. If Landlord agrees with Tenant's objections, appropriate rebates or charges shall be made to Tenant within a reasonable period of time thereafter. The results of any review of Operating Expenses hereunder shall be treated by Tenant, its accountant and each of their respective employees and agents as confidential, and shall not be discussed with nor disclosed to any third party. If Tenant objects to any matters as provided above, Landlord shall refer the statements and other financial information delivered matter to Licensor an independent certified public accountant selected by Licensee with respect Landlord, whose certification as to the Licensed Content proper amount shall be final and binding on Landlord and Tenant. Tenant shall promptly pay the cost of such certification and all other costs incurred by Tenant to examine Landlord's books and records. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Share of Operating Expenses in the amounts determined by Landlord, subject to adjustment upon resolution of any objections by Tenant. If the certification determines that Landlord overstated Tenant's Share of Operating Expenses, then Tenant shall receive a credit for the amount of such overpayment against the license fees paid or payable hereunder next installment(s) of Operating Expenses; provided, however, that each Licensor hereunder if the Term has expired Landlord shall coordinate pay Tenant the exercise excess within thirty (30) days after the certification is finalized. If the certification determines that Landlord understated Tenant's Share of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month periodOperating Expenses, then Tenant shall pay such sum due with its next monthly installment of Rent. Under no circumstances Landlord shall Licensor or the Accountant have the right same rights with respect to examine records relating to Licensee’s business generally or Tenant's nonpayment of Operating Expenses as it has with respect to any other content for purposes nonpayment of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, Rent under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantLease.

Audit. Licensee Tenant, at its sole expense, shall keep and maintain complete and accurate have the right, within one hundred twenty (120) days after receiving the Annual Cost Statement for a particular year (“Audit Period”) to review Landlord’s books of account and records relating to the Basic Cost, Janitorial Cost and Snow Removal Cost for such year if there is a Basic Cost Excess, Janitorial Excess or Snow Removal Excess. Such review shall be conducted only during regular business hours at Landlord’s office and only after ▇▇▇▇▇▇ gives Landlord fourteen (14) days prior written notice. Tenant shall deliver to Landlord a copy of the results of such review within the Audit Period if Tenant intends to dispute any Excess. If Landlord and Tenant are not able to agree on the amount of any adjustments to any Excess within thirty (30) days following the delivery of Tenant’s results, Tenant, at its principal place sole cost, may, at its option, hire an independent auditor that is not compensated on a contingency fee basis, or a nationally recognized accounting firm (i.e., a “Top 4” or “Top 5”) which auditor or accounting firm will be mutually and reasonably acceptable to both Landlord and Tenant. The results of business in connection such audit shall be binding on the parties. All information obtained through Tenant’s audit with each of the Included Programs and pertaining respect to Licensee ’s compliance with the terms hereof, financial matters (including, without limitation, copies costs, expenses, income) and any other matters pertaining to the Landlord and/or the Building as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the statements referred audit shall be confidential and governed by Section 26.q. As a condition precedent to Tenant’s exercise of its right to audit, Tenant must deliver to Landlord a signed agreement from the auditor selected by Landlord and Tenant in Article 16 a form reasonably satisfactory to Landlord acknowledging that all of this Schedulethe results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person (i) except upon prior written consent of Landlord and Tenant, which consent may be withheld in such party’s sole discretion or (ii) unless necessary in connection with any litigation between Landlord and Tenant or (iii) unless required by law or court order. During the Term and for up to twenty-four (24) months thereafter, but no If it is ultimately determined that ▇▇▇▇▇▇▇▇ has overstated any Excess by more than once during any twelve five percent (12) month period5%), Licensor shall have Landlord agrees to pay the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period auditor its reasonable fees associated with such audit, not to exceed fourteen $5,000.00. If within such one hundred twenty (14120) days (provided that Licensee is promptly responding day period Tenant does not give Landlord written notice stating in reasonable detail any objection to the Accountant ’s reasonable requests for documents and information)Annual Cost Statement, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Tenant shall be deemed to have consented approved such statement in all respects. No subtenant (except for an Affiliate of Tenant) shall have any right to all accountings rendered by Licensee hereunder, conduct an audit and said accountings no assignee (except for an Affiliate of Tenant) shall be binding upon Licensor and shall not be subject to any objection by Licensor conduct an audit for any reason unless specific objections, period during which such assignee was not in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment possession of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantPremises.

Audit. Licensee shall (a) During business hours and upon reasonable advance notice not more than once each calendar year, TGA’s appointed independent auditor may inspect, examine and audit the records and data of CureVac, CureVac’s Affiliates, and their respective agents and subcontractors that pertain to CureVac’s obligations under Section 10) (Intellectual Property) of this Agreement to verify (a) the accuracy of CureVac’s reports and payments per Section 10) (Intellectual Property) and (b) CureVac’s compliance with this Agreement. In support of the foregoing right, CureVac will keep and maintain complete and accurate books of account and (i) financial records at its principal place of business relating to the Agreement in connection accordance with each of the Included Programs and generally accepted accounting principles, (ii) records substantiating CureVac’s invoices, (iii) records pertaining to Licensee CureVac’s compliance with the terms hereofAgreement, includingand (iv) such other operational records with respect to Intellectual Property and related fees and other monetary amounts as CureVac keeps in the ordinary course of its business. TGA may not audit a time period for a particular issue more than once. CureVac will retain such records for the longer of [*****] after the end of each year of a Joint IP Fee Period or as required by applicable Laws. CureVac will make such records available to TGA’s auditors for examination and copying upon request. TGA shall bear its own costs and expenses for any audit pursuant to this provision; provided, without limitationhowever, copies that if an audit reveals that CureVac has not paid TGA in aggregate amounts due under this Agreement (including Development Fees and IP Milestone Fees) for any calendar year shown by such inspection of more than [*****] CureVac shall promptly reimburse TGA for the actual costs and expenses of such audit. Any underpayments shall be paid by CureVac within [*****] of notification of the statements referred results of such audit. (b) Upon notice by TGA of its intention to in Article 16 conduct an audit of this Schedule. During the Term and for up to twenty-four (24) months thereafterIP Milestone Fees, but no more than once during any twelve (12) month periodper calendar year, Licensor CureVac shall have the right during Licensee’s business hours to have at its expense provide an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for annual certification by a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, reputable Third Party accounting firm as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor reports submitted by Licensee CureVac with respect to the Licensed Content Net Sales and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantIP Milestone Fees.

Audit. Licensee i. Roomlinx shall keep permit Hotel or its designated representative (the “Auditor”) reasonable access to any of Roomlinx’ or its agents’ or subcontractors’ premises, personnel and maintain complete relevant records as may be reasonably required in order to (y) fulfill any legally enforceable request by any government departments and accurate books regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of account practice or otherwise, are entitled by any applicable law to supervise, regulate, investigate or influence the matters dealt with in this HSA or any other affairs of Hotel; or (z) undertake verification that Roomlinx is complying with this Data Privacy and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleProtection Provision. During the Term and for up to twenty-four (24) months thereafter, but Hotel agrees that such audits shall be conducted no more than once during two (2) times per year. ii. Hotel shall use reasonable endeavors to ensure that the conduct of each audit does not unreasonably disrupt Roomlinx or delay the provision of services by Roomlinx and that, where possible, individual audits are coordinated with each other to minimize any twelve (12) month period, Licensor disruption. Roomlinx shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor provide Hotel or the Accountant have the right Auditor with all reasonable co-operation, access and assistance in relation to examine records relating each audit. Roomlinx shall provide at least five (5) business days’ notice of its intention to Licensee’s business generally or with conduct an audit unless such audit is conducted in respect to any other content for purposes of comparison or otherwisea suspected fraud, in which event no notice shall be required. The Accountant Parties shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket bear their own costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material default of Roomlinx in complying with its obligations under this Data Privacy and Protection Provision, in which case Roomlinx shall reimburse Hotel for all its reasonable costs incurred in the course of the audit. iii. If an audit identifies that: that Roomlinx is failing to comply, in a material respect, with any of its obligations under this Data Privacy and Protection Provision, without prejudice to the other rights and remedies of Hotel, Roomlinx shall take the reasonably necessary steps to comply with its obligations at no additional cost to Hotel. iv. The Parties may agree that a third party report or certification (e.g., a SSAE 16 type report) provided by Licensor for any Roomlinx will satisfy the above audit conducted by the Accountantrequirements.

Audit. Licensee shall keep and maintain complete and accurate books If Tenant disputes the amount of account and records at its principal place of business operating expenses as set forth in connection with each of the Included Programs and pertaining to Licensee ’s compliance with invoice from the terms hereofLandlord within forty-five days after receipt thereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours upon notice to have Landlord's book and records relating to operating expenses audited by a qualified professional selected by Tenant or by Tenant itself. If after such audit Tenant still disputes the amount of operating expenses, a certification as to the proper amount shall be made by an Accountant to independent certified public accountant in consultation with Landlord's and Tenant's professionals, which certification shall be final and conclusive, absent manifest error. If such audit and check at Licensee’s principal place of business upon no less than reveals that operating expenses were overstated in the calendar year audited Landlord shall within thirty (30) days advance written notice for a period not after the certification pay to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and Tenant the amount of any overstatement which it had collected from Tenant, and if the license fees paid or payable hereunder ; providedoverstatement is greater than three percent (3%), howeverLandlord shall pay all of Tenant's review and audit costs. However, if such certification does not show that each Licensor hereunder Landlord had made such an overstatement then Tenant shall coordinate pay both the exercise costs of their its professional as well as the reasonable charges of Landlord's independent certified public accountant engaged to determine the correct amount of operating expenses. If the certification shows that Landlord has undercharged Tenant then Tenant shall within thirty (30) days pay to Landlord the amount of any undercharge. Books and records necessary to accomplish any audit rights so that Licensee is only subject to one audit permitted under this Agreement Section shall be retained for any twelve months after the end of each calendar year, and all Territories during any twelve (12) month periodon receipt of notice of ▇▇▇▇▇▇'s dispute of the operating expenses shall be made available to Tenant to conduct the audit, which may be either at the Premises, or at Landlord's office in Winston-Salem, North Carolina. Under no circumstances shall Licensor In the event that the Tenant elects to have a professional audit Landlord's operating expenses as provided in this Lease, such audit must be conducted by an independent nationally or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall regionally recognized accounting firm that is not be engaged being compensated by Tenant on a contingency fee basis. Licensor acknowledges that Licensee’s books All information obtained through such audit as well as any compromise, settlement or adjustment reached as a result of such audit shall be held in strict confidence by Tenant and records constitute and contain confidential informationits officers, agents, and Licensor’s Accountant must sign employees and deliver as a condition to Licensee such audit, the Tenant's auditor shall execute a confidentiality written agreement in agreeing that the auditor is not being compensated on a form acceptable to Licensee prior to engaging in contingency fee basis and that all information obtained through such audit as well as any examination of Licensee’s books and records. Licensor may only make such an examination for compromise, settlement or adjustment reached as a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion result of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor held in strict confidence and shall not be subject revealed in any manner to any objection by Licensor for person except upon the prior written consent of the Landlord, which consent shall not be unreasonably withheld in Landlord's sole discretion, or if required pursuant to any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books litigation between Landlord and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect Tenant materially related to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered facts disclosed by such audit, Licensee shall, or if required by law. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in addition to making immediate payment possession of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantPremises.

Audit. Licensee shall keep and maintain complete and accurate books Within one hundred eighty (180) days after receipt of account and records at Landlord's statement of Common Area Maintenance Costs as provided in PARAGRAPH 5.D.(II), Tenant or its principal place of business in connection with each of the Included Programs and pertaining designee, on not less than five (5) days' prior written notice to Licensee ’s compliance with the terms hereofLandlord, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to, at Tenant's sole cost and expense, audit, examine and copy Landlord's books and records with respect to the Common Area Maintenance Costs for the year for which the Landlord's statement pertains. If Tenant fails to give such written notice to Landlord within such 180-day period, Tenant shall be deemed to have an Accountant forever waived its right to audit the Common Area Maintenance Costs for the year for which the Landlord's statement pertains. Landlord shall cooperate with Tenant in any such examination of its books and check records. Tenant shall have the right to audit at Licensee’s principal place Landlord's local offices, at Tenant's expense, Landlord's accounts and records relating to Common Area Maintenance Costs and Impositions. If such audit reveals to the reasonable satisfaction of business upon no less than Landlord and Tenant that Landlord has overcharged Tenant, the amount overcharged shall be paid to Tenant within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit audit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpaymentconcluded. If such error audit reveals to the reasonable satisfaction of Landlord and Tenant that Landlord has undercharged Tenant, the amount undercharged shall be paid to Landlord within thirty (30) days after the audit is in excess concluded. In addition, if the audit reveals to the reasonable satisfaction of 10% of such license fees due for Landlord and Tenant that Landlord's statement exceeds the period covered actual Common Area Maintenance Costs and Impositions which should have been charged to Tenant by such auditmore than seven percent (7%), Licensee shall, in addition to making immediate payment the cost of the additional license fees due, reimburse Licensor for the reasonable audit shall be paid by Landlord. If Tenant retains or utilizes a third party out-of-pocket costs to perform such an audit of the Common Area Maintenance Costs and expenses incurred by Licensor for any audit conducted by the AccountantImpositions, Tenant shall not compensate such third party on anything other than an hourly basis.

Audit. Licensee shall keep Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and maintain complete and accurate books of account and at reasonable times, inspect Landlord’s records at its principal place Landlord’s offices, provided that Tenant is not then in default after expiration of business in connection with all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Included Programs and pertaining to Licensee ’s compliance with the terms hereofforegoing, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall only have the right during Licenseeto review Landlord’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty records one (301) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories time during any twelve (12) month period. Under no circumstances shall Licensor or Tenant’s failure to dispute the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging amounts set forth in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement Statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Review Period shall be deemed to have consented be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to all accountings rendered by Licensee hereunderdispute the amounts set forth in such Statement. If after such inspection, and said accountings but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than made in accordance with Landlord’s standard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and reasonably approved by Tenant and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the provisions accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Expenses set forth in this Article 25 except in the Statement were overstated by more than five percent (5%), then the cost of the accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. The provisions of court-ordered discovery in this Section shall be the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect sole method to the Included Programs, Licensee shall immediately pay be used by Tenant to dispute the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such auditDirect Expenses, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantTenant waives all other rights or remedies relating thereto.

Audit. Licensee NatWest shall keep maintain during the term of this Agreement and maintain complete for a ----- period of five (5) years thereafter all books, records, accounts, and accurate books of account and records at its principal place of business technical materials regarding NatWest's activities in connection with each herewith sufficient to determine and confirm NatWest's royalty obligations hereunder. Upon InterTrust's request, NatWest will permit an independent auditor from one of the Included Programs five largest international accounting firms of InterTrust's choice (subject to NatWest's consent, which shall not be unreasonably withheld or delayed) to examine and pertaining to Licensee ’s compliance with the terms hereofaudit, includingat InterTrust's expense, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four during a reasonable time (24) months thereafter, but no more than once [*] during any twelve (12) a [*] month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), such books, records, accounts, documentation and at Licensor’s sole expensematerials, as necessary and take extracts therefrom or make copies thereof for the purpose of verifying the correctness of reported royalty statements and payments provided by NatWest. Prior to such audit, InterTrust shall cause such independent auditor to execute a written confidentiality agreement supplied by NatWest, which shall contain terms that are commercially reasonable under the circumstances and are designed to reasonably protect the confidentiality of NatWest's information. NatWest shall pay any unpaid delinquent amounts due from Licensee to Licensor hereunder, disclosed by such audit within ten (10) days of InterTrust's request; provided that any such payment shall not constitute an admission or waiver of any kind. To the extent such examination: (i) discloses an underpayment of more than [*] dollars ($US[*]) and in such underpayment represents a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy sum greater than [*] of the statements sums paid to InterTrust by NatWest during the applicable period subject to such audit; or (ii) discloses an underpayment of more than [*] dollars ($US[*]), NatWest shall fully reimburse InterTrust, promptly upon demand, for the reasonable fees and disbursements due the auditor for such audit; provided that such prompt payment shall not be in -------- ---- lieu of any other financial information delivered remedies or rights available to Licensor by Licensee with respect to the Licensed Content InterTrust hereunder. If an audit reveals an overpayment, InterTrust shall notify NatWest of such overpayment and NatWest will apply the amount of the license fees paid or such overpayment against future royalties due and payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any InterTrust (and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and [*] royalties shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in of Section [*] hereof concerning the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant[*]).

Audit. Licensee shall keep In the event of any dispute as to the amount of Operating Expenses, Tenant or a "Big 6" accounting firm selected by Tenant will have the right, by prior written notice ("Audit Notice") given within ninety (90) days ("Audit Period") following receipt of an Actual Statement and maintain complete at reasonable times during normal business hours, to audit Landlord's accounting records with respect to Operating Expenses relative to the year to which such Actual Statement relates at the offices of Landlord's property manager. Tenant will be supplied with copies of any existing records reasonably required by Tenant to perform this audit. Tenant must pay Operating Expenses when due pursuant to the terms of this Lease and accurate books may not withhold payment of account and records at its principal place of business in connection with each Operating Expenses or any other rent pending results of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies audit or during a dispute regarding Operating Expenses. The audit must be completed within sixty (60) days of the statements referred date of Tenant's Audit Notice and the results of such audit shall be delivered to in Article 16 Landlord within seventy-five (75) days of this Schedulethe date of Tenant's Audit Notice. During If Tenant does not comply with any of the Term and for up to twenty-four (24) months thereafteraforementioned time frames, but no more than once during any twelve (12) month periodthen such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord has overcharged Tenant, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than then within thirty (30) days advance written notice for a period not after the results of such audit are made available to exceed fourteen (14) days (provided that Licensee is promptly responding Landlord, Landlord agrees to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and reimburse Tenant the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementovercharge. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of Landlord disagrees with the conclusion results of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor the dispute shall be deemed to have consented to all accountings rendered resolved by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than arbitration in accordance with Paragraph 45 below. If the provisions audit reveals that Tenant was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, Tenant agrees to reimburse Landlord the amount of such undercharge, less the actual, third-party costs incurred by Tenant in performing such audit. Tenant agrees to pay the cost of such audit, provided that if the audit reveals that Landlord's determination of Operating Expenses as set forth in this Article 25 except the relevant Actual Statement was in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation Landlord's favor by more than eight percent (8%) of license fees due with respect the amount charged by Landlord to the Included ProgramsTenant pursuant to such Actual Statement, Licensee shall immediately then Landlord agrees to pay the amount of underpayment. If such error is in excess of 10% reasonable, third-party costs of such license fees due for audit incurred by Tenant. To the period covered by extent Landlord must pay the cost of such audit, Licensee shallsuch costs shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third party in connection with the audit, in addition to making immediate payment and no event will exceed the actual amount of the additional license fees dueerror (that is, reimburse Licensor without accounting for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant8% factor described above).

Audit. Licensee BioCatch shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information)allow for, and at Licensor’s sole expensecontribute to, as necessary audits, including inspections, conducted by Subscriber or a certified auditor appointed by Subscriber, for the purpose of verifying BioCatch’s compliance with its obligations under this DPA. To this end, upon Subscriber’s request, BioCatch shall supply a copy of its most recent third party assessment, where available. If no such third party assessment is available, Subscriber may, no more than once a year or following a Personal Data Breach or other clear indication that BioCatch is not in compliance with this DPA, request BioCatch to complete a security assessment questionnaire seeking verification of compliance with the amounts due from Licensee terms and conditions of this DPA, which BioCatch will complete. If, after the original security questionnaire assessment, Subscriber reasonably determines that further assessment is required for Subscriber to Licensor hereunderverify BioCatch’s compliance with this DPA, Subscriber may request upon thirty (30) days’ prior notice for a mutually-agreed upon certified auditor to perform a review with a scope to be mutually agreed by the Parties, where such review does not compromise confidentiality obligations to any of BioCatch’s other customers. Audits shall be conducted no more than once per year and during regular business hours, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection (i) a detailed written audit plan reviewed and approved by Licensor for any reason unless specific objectionsBioCatch; and (ii) BioCatch’s security and other policies. Upon completion of an audit, Subscriber shall provide BioCatch with a copy of the audit report, which, together with all materials and information received or reviewed pursuant to this paragraph, shall be treated as BioCatch’s confidential information and may not be disclosed without BioCatch’s prior written consent, except as required by law. Subscriber shall return all records or documentation in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law Subscriber’s possession or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except control provided by BioCatch in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment context of the additional license fees due, reimburse Licensor audit and/or the inspection. Subscriber shall be fully responsible for bearing all the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantarising from or related to this Section.

Audit. Licensee CKD and its Affiliates and Sublicensees shall keep and maintain complete and accurate books records of account the underlying revenue and records expense data relating to the calculations of Net Sales, COGS and payments required under this Agreement for three (3) years from the end of the calendar quarter in which the Net Sales were accrued. Cara shall have the right, at its principal place of business in connection with each of the Included Programs own expense and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period[*], Licensor shall have the right during Licensee’s business hours to have an Accountant independent, certified public accountant, selected by Cara and reasonably acceptable to audit CKD, review all such records upon reasonable notice and check at Licensee’s principal place during regular business hours and under obligations of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information)strict confidence, and at Licensor’s sole expense, as necessary for the sole purpose of verifying the amounts due from Licensee to Licensor hereunder, basis and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements payments required and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit made under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or within the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after month period. No calendar quarter may be audited more than one time. Notwithstanding the date rendered. Licensor shall have no rightforegoing, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event that CKD restates its earnings, and such restatement would impact the royalty due to Cara for any period(s) previously audited, or CKD revises a report or makes a further payment for a period for which a report or payment was previously provided or due to Cara under Section 5.5, which report or payment reflects a material change in the amount of litigation. If an examination establishes an error in Licensee’s computation of license fees royalties due for the prior period and Cara has previously audited such period, then Cara shall have the right to re-audit the affected time period(s) solely with respect to verifying the effect, if any, such restatement or revision has on royalties due with respect to such period(s). CKD shall receive a copy of each audit report promptly from Cara. Should the Included Programsinspection lead to the discovery of a discrepancy to Cara’s detriment, Licensee CKD shall immediately pay the amount of underpaymentthe discrepancy within thirty (30) days after being notified thereof. If such error Cara shall pay the full cost of the inspection unless the discrepancy is greater than [*], in excess of 10% of such license fees due for which case CKD shall pay to Cara the period covered actual cost charged by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor accountant for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantsuch inspection. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [*]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Audit. Licensee Cornerstone shall keep and maintain true and complete and accurate books of account and records at its principal place of business in connection with each setting forth the gross sales of the Included Programs Product in the Territory, and pertaining of all matters relating to Licensee ’s compliance with the terms hereof, including, without limitation, copies computation of the statements referred Net Sales of the Product in the Territory, including quantities of Product used as clinical supplies or in patient assistance programs, volume of Product distributed, or records otherwise related to in Article 16 Cornerstone’s performance of its obligations under this Schedule. During the Term and Agreement, for up a period of three (3) years following such sales, such records shall be open to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licenseeinspection at Cornerstone’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than corporate headquarters on thirty (30) days advance written notice for provided by Chiesi, during the normal office hours of Cornerstone (but not more frequently than once per year) by a period not nationally recognized independent certified public accountant selected by Chiesi and reasonably acceptable to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information)Cornerstone, and retained solely for the purpose of auditing the same at LicensorChiesi’s sole expense; provided, as necessary however, that records with respect to any Calendar Quarter may be audited no more than once in connection with the same audit and/or subject matter; provided, further that nothing in this Section 6.5.1 shall limit Chiesi’s right to have audited Cornerstone’s records with respect to any Calendar Quarter in connection with Chiesi’s year-end review. Such audit shall be conducted exclusively for the purpose of verifying the amounts due from Licensee accuracy of reports delivered by Cornerstone to Licensor hereunder, Chiesi pursuant to Section 6.4 and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount Cornerstone’s determination of the license fees amounts payable or paid or payable hereunder ; provided, however, that each Licensor hereunder by Cornerstone to Chiesi hereunder. The accountant shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any sign a confidentiality agreement prepared by Cornerstone and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant then have the right to examine the records relating kept pursuant to Licensee’s business generally or with respect this Section 6.5.1 and report to any other content for purposes Chiesi the findings (but not the underlying data) of comparison or otherwisesuch examination of records. The Accountant accountant shall not be engaged on provide a contingency fee basis. Licensor acknowledges that Licensee’s books draft copy of the report to Chiesi and records constitute Cornerstone for review and contain confidential informationcomment, and Licensor’s Accountant must sign each of Chiesi and deliver Cornerstone shall have thirty (30) days after receipt of that report to Licensee a confidentiality agreement in a form acceptable review and comment on the report which comments shall be provided to Licensee prior the accountant and to engaging in any examination of Licensee’s books each other. The final report shall be provided simultaneously to Chiesi and records. Licensor may only make such an examination for a particular statement Cornerstone by the independent certified public accountant within twenty-four twenty (2420) months days after the date when Licensor receives accountant’s receipt and consideration of such statementcomments. If Licensor shall so examine Licensee’s books and recordsIn the event that an audit has been initiated by Chiesi, then Licensor shall, within six (6) months the records that have been the subject of the conclusion audit shall be kept until the later of such audit, inform Licensee in writing (i) the expiry of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to time period set out in Section 6.5.2 for the payment or credit of any objection by Licensor for amounts owing or (ii) the resolution of any reason unless specific objections, in writing, stating dispute arising from the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpaymentaudit. If such error is in excess examination of 10% records reveals more than a five percent (5%) underpayment of any amounts payable hereunder as compared to the amounts actually reported by Cornerstone as payable to Chiesi, as determined by such license fees due examination for the period covered which is the subject of such examination, the expenses for said accountant shall be borne by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantCornerstone.

Audit. Licensee shall keep Tenant agrees to make its Books and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining Records available to Licensee ’s compliance with the terms hereofPort, includingor to any City auditor, without limitation, copies of the statements or to any auditor or representative designated by Port or City (hereinafter collectively referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafteras "Port Representative"), but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty fifteen (3015) business days advance prior written notice to Tenant, for the purpose of examining said Books and Records to determine the accuracy of ▇▇▇▇▇▇'s reporting of Participation Rent for a period not to exceed fourteen (14) days (provided that Licensee the Audit Period after a Participation Statement is promptly responding delivered to the Accountant ’s reasonable requests for documents Port. Tenant shall cooperate with the Port Representative during the course of any audit, provided however, such audit shall occur at Tenant's business office, or at such other location in San Francisco where the Books and information)Records are kept, and at Licensor’s sole expense, as necessary for no books or records shall be removed by Port Representative without the purpose prior express written consent of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; Tenant (provided, however, copies may be made by the Port Representative on site), and once commenced, with Tenant's cooperation, such audit shall be diligently pursued to completion by Port within a reasonable time of its commencement, provided that Tenant makes available to the Port Representative all the relevant Books and Records in a timely manner. If an audit is made of Tenant's Books and Records and Port claims that errors or omissions have occurred, the Books and Records shall be retained by Tenant and made available to the Port Representative until those matters are expeditiously resolved with Tenant's cooperation. If Tenant operates the Premises through one or more Subtenants or Agents (other than Port), Tenant shall require each Licensor hereunder shall coordinate such Subtenant or Agent to provide the exercise of their Port with the foregoing audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content its Books and Records. Upon completion of the audit, Port shall promptly deliver a copy of the audit report to Tenant. (a) If an audit reveals that Tenant has understated its Gross Revenues for purposes of comparison or otherwise. The Accountant said audit period, Tenant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books pay Port, promptly upon demand, the difference between the amount Tenant has paid and records constitute and contain confidential informationthe amount it should have paid to Port, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after plus interest at the Interest Rate from the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except error in the case of court-ordered discovery in the event of litigationpayment. If an examination establishes an error in Licensee’s computation of license fees due with respect audit reveals that Tenant has overstated its Gross Revenues for said audit period, Tenant shall be entitled to a credit against Rent next owed equal to the Included Programs, Licensee shall immediately pay difference between the amount of underpaymentTenant has paid and the amount it should have paid to Port. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor Tenant understates it's Gross Revenues for any audit conducted period by three percent (3%) or more, Tenant shall pay the Accountantcost of the audit. A second understatement within any three (3) lease year period of the first such understatement shall be considered an Event of Default.

Audit. Licensee shall keep Tenant agrees to make its Books and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining Records available to Licensee ’s compliance with the terms hereofPort, includingor to any City auditor, without limitation, copies of the statements or to any auditor or representative designated by Port or City (hereinafter collectively referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafteras "Port Representative"), but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty fifteen (3015) business days advance prior written notice to Tenant, for the purpose of examining said Books and Records to determine the accuracy of Tenant's reporting of Participation Rent for a period not to exceed fourteen (14) days (provided that Licensee the Audit Period after a Participation Statement is promptly responding delivered to the Accountant ’s reasonable requests for documents Port. Tenant shall cooperate with the Port Representative during the course of any audit, provided however, such audit shall occur at Tenant's business office, or at such other location in San Francisco where the Books and information)Records are kept, and at Licensor’s sole expense, as necessary for no books or records shall be removed by Port Representative without the purpose prior express written consent of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; Tenant (provided, however, copies may be made by the Port Representative on site), and once commenced, with Tenant's cooperation, such audit shall be diligently pursued to completion by Port within a reasonable time of its commencement, provided that Tenant makes available to the Port Representative all the relevant Books and Records in a timely manner. If an audit is made of Tenant's Books and Records and Port claims that errors or omissions have occurred, the Books and Records shall be retained by Tenant and made available to the Port Representative until those matters are expeditiously resolved with Tenant's cooperation. If Tenant operates the Premises through one or more Subtenants or Agents (other than Port), Tenant shall require each Licensor hereunder shall coordinate such Subtenant or Agent to provide the exercise of their Port with the foregoing audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content its Books and Records. Upon completion of the audit, Port shall promptly deliver a copy of the audit report to Tenant. (a) If an audit reveals that Tenant has understated its Gross Revenues for purposes of comparison or otherwise. The Accountant said audit period, Tenant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books pay Port, promptly upon demand, the difference between the amount Tenant has paid and records constitute and contain confidential informationthe amount it should have paid to Port, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after plus interest at the Interest Rate from the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except error in the case of court-ordered discovery in the event of litigationpayment. If an examination establishes an error in Licensee’s computation of license fees due with respect audit reveals that Tenant has overstated its Gross Revenues for said audit period, Tenant shall be entitled to a credit against Rent next owed equal to the Included Programs, Licensee shall immediately pay difference between the amount of underpaymentTenant has paid and the amount it should have paid to Port. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor Tenant understates it's Gross Revenues for any audit conducted period by three percent (3%) or more, Tenant shall pay the Accountantcost of the audit. A second understatement within any three (3) lease year period of the first such understatement shall be considered an Event of Default.

Audit. Licensee In the event Tenant wishes to audit any Operating Expense charge, such an audit shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each be limited to an audit of the Included Programs current year shown in the annual statement. Any audit shall be conducted at a time and pertaining location mutually agreed by Landlord and Tenant, pursuant to Licensee ’s compliance with the terms hereof, including, without limitation, copies a written request of Tenant made within ninety (90) days after receipt of the statements referred to in Article 16 of this Schedulestatement. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Any such audit shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than commence within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licenseeafter Landlord makes Landlord’s books and records pertaining solely available and must be completed within ninety (90) days after commencement. Any audit shall be conducted only by Tenant or Tenant’s representatives – including an auditor of Tenant’s choice. Tenant shall maintain as strictly confidential and shall cause its auditor to the accuracy execute in favor of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee Landlord a confidentiality agreement (in a form acceptable prepared by Landlord and reasonably agreeable to Licensee prior to engaging such auditor) regarding all financial information audited, the results of any such audit, and the resolution of any disputed issues arising in connection with such audit. Should such audit reveal that Landlord has overestimated Operating Expenses by more than three percent (3%) of Landlord’s final annual statement, then Landlord shall pay for the cost of such audit and Landlord shall reimburse Tenant for any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementoverpayment. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of Landlord disputes the conclusion results of such audit, inform Licensee in writing then Landlord and Tenant shall jointly appoint, within twenty (20) days of any claim resulting therefromTenant’s receipt of Landlord’s written disagreement, a reputable and qualified independent certified public accountant to conduct an independent audit (the “Independent Audit”). Licensor If the Independent Audit confirms Landlord’s original calculations, the costs of such audit shall be deemed to have consented to all accountings rendered shared equally by Licensee hereunderthe parties, and said accountings the results of which shall be binding upon Licensor and the parties. In no event will this Lease be terminable nor shall not Landlord be subject to liable for damages based upon any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law disagreement regarding or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case adjustment of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantOperating Expenses.

Audit. Licensee shall keep and maintain complete and accurate books Within one hundred eighty (180) days after receipt of account and records at Landlord's statement of Common Area Maintenance Costs as provided in PARAGRAPH 5.D.(ii), Tenant or its principal place of business in connection with each of the Included Programs and pertaining designee, on not less than five (5) days' prior written notice to Licensee ’s compliance with the terms hereofLandlord, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to, at Tenant's sole cost and expense, audit, examine and copy Landlord's books and records with respect to the Common Area Maintenance Costs for the year for which the Landlord's statement pertains. If Tenant fails to give such written notice to Landlord within such 180-day period, Tenant shall be deemed to have an Accountant forever waived its right to audit the Common Area Maintenance Costs for the year for which the Landlord's statement pertains. Landlord shall cooperate with Tenant in any such examination of its books and check records. Tenant shall have the right to audit at Licensee’s principal place Landlord's local offices, at Tenant's expense, Landlord's accounts and records relating to Common Area Maintenance Costs and Impositions. If such audit reveals to the reasonable satisfaction of business upon no less than Landlord and Tenant that Landlord has overcharged Tenant, the amount overcharged shall be paid to Tenant within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit audit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpaymentconcluded. If such error audit reveals to the reasonable satisfaction of Landlord and Tenant that Landlord has undercharged Tenant, the amount undercharged shall be paid to Landlord within thirty (30) days after the audit is in excess concluded. In addition, if the audit reveals to the reasonable satisfaction of 10% of such license fees due for Landlord and Tenant that Landlord's statement exceeds the period covered actual Common Area Maintenance Costs and Impositions which should have been charged to Tenant by such auditmore than seven percent (7%), Licensee shall, in addition to making immediate payment the cost of the additional license fees due, reimburse Licensor for the reasonable audit shall be paid by Landlord. If Tenant retains or utilizes a third party out-of-pocket costs to perform such an audit of the Common Area Maintenance Costs and expenses incurred by Licensor for any audit conducted by the AccountantImpositions, Tenant shall not compensate such third party on anything other than an hourly basis.

Audit. Licensee At its option, Landlord may at any time, upon three (3)fifteen (15) days’ prior written notice to Tenant, arrange for an auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Tenant and/or any concessionaire concerning business transacted upon or includable in Gross Sales from the Leased Premises during the period covered by any statement issued by Tenant or a concessionaire as above set forth in Article III. Tenant shall keep and maintain complete and accurate books make available to Landlord’s auditor at the Leased Premises (or at Tenant’s corporate headquarters, if elected by Landlord) within three (3)fifteen (15) days following Landlord’s notice requiring such audit, all of account the books, source documents, accounts and records referred to in Section 3.01 of this Lease and any other materials which such auditor deems necessary or desirable for the purpose of making such audit. Tenant shall promptly pay to Landlord the amount of any deficiency in percentage rent payments disclosed by any such audit. If such audit shall disclose that Tenant’s statement of Gross Sales is at its principal place variance to the extent of business one percent (1%) or more, Landlord may bill to Tenant the amount of any deficiency and the cost of such audit, which shall be paid by Tenant within ten (10)thirty (30) days after ▇▇▇▇▇▇’s receipt of Landlord’s invoice; in connection the event Tenant fails to pay such discrepancy and costs after being delivered notice of such and has not cured the default within seven (7) days of such notice, Landlord may terminate this Lease as set forth below and/or shall have such other rights and remedies as may be provided herein or at law arising by virtue of Tenant’s failure to pay rent. If such audit shall disclose that Tenant’s statement of Gross Sales is at variance to the extent of threefive percent (3%)(5%) or more, then Landlord, in addition to the foregoing remedy and other remedies available to Landlord, shall have the option, upon at least ten (10)thirty (30) days’ notice to Tenant, to declare this Lease terminated and the term ended, in which event this Lease shall cease and terminate on the date specified in such notice with each the same force and effect as though the date set forth in such notice were the date originally set forth herein and fixed for the expiration of the Included Programs term, and pertaining Tenant shall vacate and surrender the Leased Premises but shall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. In addition to Licensee the foregoing, and in addition to all other remedies available to Landlord, in the event Landlord or Landlord’s compliance auditor shall schedule a date for an audit of Tenant’s records in accordance with this Section, and Tenant shall fail to be available or shall otherwise fail to comply with the terms hereofrequirements for such audit, Tenant shall pay all costs and expenses associated with the scheduled audit. S6 COMMON AREA CHARGE In addition to all other remedies available to Landlord, in the event that any such audit shall disclose that Tenant’s records and other documents as referred to in Articles III and IV hereof and such other materials provided by Tenant to Landlord’s auditor are inadequate, in the opinion of Landlord or Landlord’s auditor, to accurately disclose Tenant’s Gross Sales, then Landlord shall be entitled to collect as additional rent from Tenant an amount equal to fifteenfive percent (15%)(5%) of the highest Effective Rent (minimum rent plus percentage rent) payable by Tenant in any of the three (3) preceding Lease Years. Landlord’s exercise of the foregoing remedy shall in no way limit or otherwise affect Landlord’s ability to exercise other remedies available to it, nor shall Tenant’s obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during LicenseeTenant’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee obligation with respect to the Licensed Content reporting Gross Sales and the amount payment of the license fees paid percentage rent) be in any manner reduced or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate diminished by the exercise of their audit rights such remedy. In the event that Tenant shall, following the exercise of such remedy, provide to Landlord all records and documentation as required to be provided pursuant to the terms of this Lease so that Licensee is only subject as to one audit under this Agreement permit ▇▇▇▇▇▇▇▇’s auditor to accurately establish Tenant’s Gross Sales for any and all Territories during any twelve (12) month period. Under no circumstances the period in question, then Tenant shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or be permitted a credit with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If additional rent collected by Landlord from Tenant pursuant to this paragraph, with such error is in excess credit to be applied first against the installment of 10% of such license fees percentage rent due from Tenant for the period covered in question, with any remaining credit to be applied against the next installment of percentage rent payable by such audit, Licensee shall, Tenant. Neither the provisions of this Section 4.02 nor any other provisions in addition this Lease shall restrict Landlord’s rights to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for discovery in any audit conducted by the Accountantlitigation or arbitration proceeding.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licenseeto audit, at Tenant’s business hours sole cost and expense and so long as Tenant is not in default of this Lease, Landlord’s records pertaining to have an Accountant the computation of Operating Expenses and Taxes under Section 7 of this Lease, so long as Tenant complies with the following provisions: (a) Tenant shall perform such inspection within one hundred twenty (120) days following the receipt of Landlord’s reconciliation statement pertaining to the operating year in question, (b) Tenant shall provide to Landlord a copy of the inspection report, (c) Tenant shall keep the report confidential and shall not share the contents, results, or the fact that Tenant is investigating the operating expenses or adjustments with any other person, except for its advisors on a need-to-know basis, (d) Tenant shall pay to Landlord within ten (10) days following its inspection any amount determined to be owing by Tenant, and (e) Tenant shall give written notice of its intention to audit no later than ninety (90) days following receipt of Landlord’s reconciliation statement pertaining to the operating year in question. If Tenant does not give Landlord written notice of any objection or request to audit within ninety (90) days following receipt of Landlord’s reconciliation statement pertaining to an operating year, then such statement shall be binding on Tenant. Tenant’s inspection may only be conducted by Tenant’s employees or by Tenant’s certified public accountant paid on an hourly basis (and check at Licensee’s principal place of business upon no less than not a contingent fee basis). Landlord agrees to pay Tenant any amount determined to be owing to Tenant as determined within thirty (30) days advance written notice for a period not to exceed fourteen following Landlord’s receipt of the inspection report or within thirty (1430) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents following a report by an independent certified public accountant selected by Landlord and information)approved by Tenant, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant which approval shall not be engaged on a contingency fee basis. Licensor acknowledges that Licenseeunreasonably withheld, if Landlord does not agree with Tenant’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantinspection report.

Audit. Licensee shall keep If Tenant disputes the amount of operating expenses as set forth in the invoice from the Landlord within forty-five days after receipt thereof, and maintain complete and accurate books of account and records at its principal place of business provided Tenant is not then in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofdefault under this Lease, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours upon notice to have an Accountant Landlord's book and records relating to operating expenses audited by a qualified professional selected by Tenant or by Tenant itself. If after such audit Tenant still disputes the amount of operating expenses, a certification as to the proper amount shall be made by Landlord's independent certified public accountant in consultation with Tenant's professional, which certification shall be final and check at Licensee’s principal place of business upon no less than conclusive. If such audit reveals that operating expenses were overstated by five percent (5%) or more in the calendar year audited Landlord shall within thirty (30) days advance written notice for a period not after the certification pay to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and Tenant the amount of any overstatement which it had collected from Tenant. However, if such certification does not show that Landlord had made such an overstatement then Tenant shall pay both the license fees paid or payable hereunder ; provided, however, costs of its professional as well as the reasonable charges of Landlord's independent certified public accountant engaged to determine the correct amount of operating expenses. If the certification shows that each Licensor hereunder Landlord has undercharged Tenant then Tenant shall coordinate within thirty (30) days pay to Landlord the exercise amount of their any undercharge. Books and records necessary to accomplish any audit rights so that Licensee is only subject to one audit permitted under this Agreement Section shall be retained for any twelve months after the end of each calendar year, and all Territories during any twelve (12) month periodon receipt of notice of Tenant's dispute of the operating expenses shall be made available to Tenant to conduct the audit, which may be either at the Premises, or at Landlord's office in Winston-Salem, North Carolina. Under no circumstances shall Licensor In the event that the Tenant elects to have a professional audit Landlord's operating expenses as provided in this Lease, such audit must be conducted by an independent nationally or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall regionally recognized accounting firm that is not be engaged being compensated by Tenant on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationAll information obtained through such audit as well as any compromise, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law settlement or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.adjustment reached

Audit. Licensee shall keep Provided that Tenant is not in default under this Lease and maintain complete pays any Operating Expenses billed by Landlord as and accurate books of account and records at its principal place of business when due, Tenant or a qualified certified public accountant retained by Tenant who is experienced with accounting for operating expense recoveries in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofcommercial leases, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licenseeexamine Landlord’s books and records pertaining solely relating to Operating Expenses upon reasonable prior notice given within ninety (90) days after receipt of Landlord’s annual reconciliation, during normal business hours at the place or places where such records are normally kept. Tenant’s representative shall be compensated on an hourly or project basis and not on (i) a contingent basis, (ii) the basis of a percentage of any savings or refund resulting from the audit, or (iii) in any other manner that makes such representative’s compensation for such audit in any way dependent on the results of the audit. Upon request, Tenant shall provide Landlord with a full copy of all correspondence, instructions between the accountant. Landlord’s calculation shall be final and binding on Tenant upon delivery thereof, except as to matters to which written objection is made by Tenant in accordance with this Section. Tenant may dispute specific items included in Operating Expenses or Landlord’s computation of Tenant’s Share of Operating Expenses, by sending notice specifying such objections and including support for such findings with specific reference to the accuracy relevant Lease provisions disqualifying such expenses to Landlord no later than one hundred and twenty (120) days after Tenant’s representative examines such records. If Landlord agrees with Tenant’s objections, appropriate rebates or charges shall be made to Tenant within a reasonable period of time thereafter. The results of any review of Operating Expenses hereunder shall be treated by Tenant, its accountant and each of their respective employees and agents as confidential, and shall not be discussed with nor disclosed to any third party. If Tenant objects to any matters as provided above, Landlord shall refer the statements and other financial information delivered matter to Licensor an independent certified public accountant selected by Licensee with respect Landlord, whose certification as to the Licensed Content proper amount shall be final and binding on Landlord and Tenant. Tenant shall promptly pay the cost of such certification and all other costs incurred by Tenant to examine Landlord’s books and records. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Share of Operating Expenses in the amounts determined by Landlord, subject to adjustment upon resolution of any objections by Tenant. If the certification determines that Landlord overstated Tenant’s Share of Operating Expenses, then Tenant shall receive a credit for the amount of such overpayment against the license fees paid or payable hereunder next installment(s) of Operating Expenses; provided, however, that each Licensor hereunder if the Term has expired Landlord shall coordinate pay Tenant the exercise excess within thirty (30) days after the certification is finalized. If the certification determines that Landlord understated Tenant’s Share of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month periodOperating Expenses, then Tenant shall pay such sum due with its next monthly installment of Rent. Under no circumstances Landlord shall Licensor or the Accountant have the right same rights with respect to examine records relating to LicenseeTenant’s business generally or nonpayment of Operating Expenses as it has with respect to any other content for purposes nonpayment of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, Rent under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantLease.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of In the Included Programs and pertaining to Licensee ’s compliance with the terms hereofevent that Grantee pays a Franchise Fee under Article II, includingSections‌‌ 10.A (Franchise Fee), without limitation, copies of the statements referred to in Article 16 10.C (Opt-Out Application – Franchise Fee) of this Schedule. During Franchise Agreement, upon reasonable notice, the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Grantor and/or the Cable Board shall have the right during Licensee’s normal business hours to have an Accountant inspect the Grantee’s records relevant to the payment of Franchise Fees at the Grantee’s local office and the right to audit and check at Licensee’s principal place to re-compute any amounts determined to be payable under this Franchise Agreement, including the right to audit records regarding the allocation of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to revenues derived from bundled services involving Cable Services and Non-Cable Services, if the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder Authority deems it necessary; provided, however, that each Licensor hereunder such audit shall coordinate be limited to a maximum period of two (2) calendar years (the exercise most recent calendar year and the immediately preceding calendar year) (the “Audit Period”). After Grantee has a reasonable opportunity to review and comment on an audit, which review period shall not exceed sixty (60) days, Grantee and the Authority shall agree to and be bound by the results of their any properly conducted audit rights so it performs or causes to be performed, except for instances involving fraud or ▇▇▇▇▇▇▇’s good faith dispute of any such results or findings lodged during its sixty (60) day review period (“Audit Dispute”), and Grantee shall remit to the Grantor and the Cable Board any undisputed amounts due as a result of the audit. In addition, if, as a result of such audit or review, the Grantor or Cable Board and Grantee agree that Licensee the Grantee has underpaid its fees to the Grantor and/or the Cable Board during the Audit Period being audited or reviewed by ten percent (10%) or more, then, the Grantee shall also reimburse the Grantor and Cable Board for all of the reasonable costs associated with the audit or review, including costs for attorneys, accountants and other consultants. Any additional amount due to the Grantor and the Cable Board as a result of an audit or review shall be paid within the thirty (30) days following written notice to Grantee by the Grantor and/or the Cable Board, which notice shall include a copy of the audit report and copies of all invoices for which the Grantor and Cable Board seeks reimbursement. If the Parties are unable to resolve the Audit Dispute after a reasonable period of good faith discussions, either Party may submit the dispute to mediation. In the event an agreement is only subject not reached at mediation, either Party may bring an action to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to Audit Dispute and any other content for purposes disputed amount determined by a court of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantlaw.

Audit. Licensee shall keep and maintain complete and accurate books Within one hundred eighty (180) days after receipt of account and records at Landlord's statement of Common Area Maintenance Costs as provided in PARAGRAPH 5.D. (ii), Tenant or its principal place of business in connection with each of the Included Programs and pertaining designee, on not less than five (5) days' prior written notice to Licensee ’s compliance with the terms hereofLandlord, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to, at Tenant's sole cost and expense, audit, examine and copy Landlord's books and records with respect to the Common Area Maintenance Costs for the year for which the Landlord's statement pertains. If Tenant fails to give such written notice to Landlord within such 180-day period, Tenant shall be deemed to have an Accountant forever waived its right to audit the Common Area Maintenance Costs for the year for which the Landlord's statement pertains. Landlord shall cooperate with Tenant in any such examination of its books and check records. Tenant shall have the right to audit at Licensee’s principal place Landlord's local offices, at Tenant's expense, Landlord's accounts and records relating to Common Area Maintenance Costs and Impositions. If such audit reveals to the reasonable satisfaction of business upon no less than Landlord and Tenant that Landlord has overcharged Tenant, the amount overcharged shall be paid to Tenant within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit : is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpaymentconcluded. If such error audit reveals to the reasonable satisfaction of Landlord and Tenant that Landlord has undercharged Tenant, the amount undercharged shall be paid to Landlord within thirty (30) days after the audit is in excess concluded. In addition, if the audit reveals to the reasonable satisfaction of 10% of such license fees due for Landlord and Tenant that Landlord's statement exceeds the period covered actual Common Area Maintenance Costs and Impositions which should have been charged to Tenant by such auditmore than seven percent (7%), Licensee shall, in addition to making immediate payment the cost of the additional license fees due, reimburse Licensor for the reasonable audit shall be paid by Landlord. If Tenant retains or utilizes a third party out-of-pocket costs to perform such an audit of the Common Area Maintenance Costs and expenses incurred by Licensor for any audit conducted by the AccountantImpositions, Tenant shall not compensate such third party on anything other than an hourly basis.

Audit. Licensee Tenant shall keep have the right to have Landlord's books and maintain complete and accurate books of account and ----- records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with Operating Expenses and Taxes for the terms hereof, including, without limitation, copies of Base Year or any Comparison Year during the statements referred to in Article 16 Term of this Schedule. During the Term Lease reviewed, copied and for up to twenty-four audited (24"Tenant's Audit") months thereafter, but no provided that (i) such right shall not be exercised more than once during any twelve calendar year; (12ii) month if Tenant elects to conduct Tenant's Audit, Tenant shall provide Landlord with written notice thereof no later than ninety (90) days following Tenant's receipt of Landlord's statement of Operating Expenses and Taxes (the "Annual Statement") for the year to which Tenant's Audit will apply; (iii) Tenant shall have no right to conduct Tenant's Audit if Tenant is, either at the time Tenant forwards Landlord written notice that Tenant's Audit will be conducted or at any time during Tenant's Audit, then in default under this Lease; (iv) conducting Tenant's Audit shall not relieve Tenant from the obligation to pay Tenant's Proportionate Share of Operating Expenses and Taxes, as billed by Landlord, pending the outcome of such audit; (v) Tenant's right to conduct such audit for any calendar year shall expire ninety (90) days following Tenant's receipt of Landlord's Annual Statement for such year, and if Landlord has not received written notice of such audit within such ninety (90) day period, Licensor Tenant shall have waived its right to conduct Tenant's Audit for such calendar year; (vi) Tenant's Audit shall be conducted by a Certified Public Accountant not employed by or otherwise affiliated with Tenant, except to the right extent that such accountant has been engaged by Tenant to conduct Tenant's Audit; (vii) Tenant's Audit shall be conducted at Landlord's office where the records of the year in question are maintained by Landlord, during Licensee’s Landlord's normal business hours hours; and (viii) except as set forth below, Tenant's Audit shall be conducted at Tenant's sole cost and expense. In the event that Tenant's Audit demonstrates to have an Accountant Landlord's reasonable satisfaction that Landlord has overstated the Operating Expenses or Taxes for the year audited, then Tenant's Proportionate Share of the overstated amount shall be credited against Tenant's next payment of Base Rental due under this Lease, or if the Lease Term has expired and no further amounts are due from Tenant under this Lease, Landlord shall refund such overstated amount to audit and check at Licensee’s principal place of business upon no less than Tenant within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose following Landlord's receipt of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form documentation reasonably acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after Landlord reflecting the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion calculation of such auditoverstated amount. Additionally, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect that Tenant's Audit demonstrates to Landlord's reasonable satisfaction that Landlord has overstated the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due Operating Expenses or Taxes for the period covered year audited by such auditmore than five percent (5%), Licensee shallthen, in addition to making immediate payment reimbursing Tenant for Tenant's Proportionate Share of such overstated amount, as set forth above, Landlord shall also reimburse Tenant for Tenant's actual reasonable cost incurred in conducting Tenant's Audit within thirty (30) days of Landlord's receipt of documentation reasonably acceptable to Landlord reflecting the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantamount of such cost.

Audit. Licensee shall keep Within one hundred and maintain complete and accurate books eighty (180) days after receipt of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee any Landlord’s compliance with the terms hereofExpense Statement or Landlord’s Tax Statement from Landlord, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licenseeto examine Landlord’s business hours books and records relating to have such Landlord’s Expense Statement and Landlord’s Tax Statement (provided, however, that without initiating an Accountant audit of Landlord’s books and records, upon Tenant’s request Landlord shall provide Tenant with reasonable back-up documentation for any material line item shown on the Landlord’s Expense Statement). Landlord agrees to keep and maintain such books and records utilizing a system of accounts in accordance with the Accounting Standard, and for so long as ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Owner, LLC is the Landlord, such books and records shall be available for audit pursuant to this provision in the greater San Francisco Bay Area. Such inspection may be made either by employees of Tenant or by an accounting firm or audit firm selected by Tenant which is accustomed to engaging in such activity and check at Licenseewhich is not compensated on a contingent fee basis. If Tenant determines, based on such audit, that Tenant believes that it has overpaid Expenses or Real Estate Taxes for the year covered by the applicable Landlord’s principal place Expense Statement or Landlord’s Tax Statement, Tenant shall notify Landlord of business upon no less than its dispute within thirty (30) days advance written after the commencement of such audit. Tenant shall keep confidential, and shall cause its agents, employees and any accounting or audit firm engaged by Tenant to perform such examination or audit to agree in writing to keep confidential, all of the information obtained through any such examination or audit and any compromise, settlement or adjustment reached between Landlord and Tenant relative to the results of such examination or audit, save and except that Tenant may disclose such information to a trier of fact in the event of any dispute between Tenant and Landlord with regard to Additional Charges, provided that Tenant shall stipulate to such protective or other orders in the proceeding as may be reasonably sought by Landlord to preserve the confidentiality of such information. Following Tenant’s notice of dispute to Landlord, Landlord and Tenant shall, for a period not to exceed fourteen of thirty (1430) days thereafter, attempt to resolve the dispute. If the parties are unable to resolve the dispute within such thirty (30) day period, the dispute shall be resolved by arbitration as provided that Licensee is in Section 37. If Tenant prevails in any such arbitration proceeding, then Landlord shall promptly responding to the Accountant ’s reasonable requests reimburse Tenant for documents and information)such overage, and at Licensor’s sole expense, as necessary if such overage exceeds five percent (5%) of the actual amount of Expenses or Real Estate Taxes (whichever is being challenged by Tenant) paid by Landlord for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor Tax or Expense Year covered by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee then Landlord shall reimburse Tenant for its actual out-of-pocket costs incurred in writing connection with such audit, up to a maximum cost of any claim resulting therefromTen Thousand Dollars ($10,000) and repay the overage with interest at the “prime”, “base”, “index” or “reference” rate of Bank of America NT&SA reported in the Wall Street Journal (the “Prime Rate”) over the period the funds are advanced, plus two percent (2%), but in no event greater than the maximum rate permitted by law (“Interest Rate”). Licensor If there is no overage or if the overage is less than five percent (5%) of the actual amount of Expenses or Real Estate Taxes (whichever is being challenged by Tenant) paid by Landlord for the Tax or Expense Year covered by such audit, then Tenant shall reimburse Landlord within thirty (30) days of written demand for its actual out-of-pocket costs incurred in connection with such audit, up to a maximum cost of Ten Thousand Dollars ($10,000). Said audit shall be deemed conducted at the offices where the records of Landlord are maintained (or at such other location as may be designated by Landlord) in accordance with the provisions of this Section. If Tenant fails to have consented object to all accountings rendered by Licensee hereunderany such Landlord’s Expense Statement or Landlord’s Tax Statement or request an independent audit thereof within such one hundred and eighty (180) day period, and said accountings such Landlord’s Expense Statement and/or Landlord’s Tax Statement shall be binding upon Licensor final and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantchallenge or adjustment.

Audit. Licensee Tenant shall keep and maintain complete and accurate have the right to have Landlord's books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofOperating Expenses for any Expense Year reviewed, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term copied and for up to twenty-four audited (24"Tenant's Audit") months thereafter, but no provided that (i) such right shall not be exercised more than once during any twelve calendar year; (12ii) month periodif Tenant elects to conduct Tenant's Audit, Licensor Tenant shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon provide Landlord with written notice thereof no less later than thirty (30) days advance following Tenant's receipt of Landlord's statement of Operating Expenses for the year to which Tenant's Audit will apply; (iii) Tenant shall have no right to conduct Tenant's Audit if Tenant is, either at the time Tenant forwards Landlord written notice for a period that Tenant's Audit will be conducted or at any time during Tenant's Audit, then in default under this Lease; (iv) conducting Tenant's Audit shall not relieve Tenant from the obligation to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expensepay Tenant's Proportionate Share of Operating Expenses, as necessary for billed by Landlord, pending the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion outcome of such audit; (v) Tenant's right to conduct such audit for any calendar year shall expire thirty (30) days following Tenant's receipt of Landlord's statement of Operating Expenses for such year, inform Licensee in writing and if Landlord has not received written notice of any claim resulting therefrom. Licensor such audit within such thirty (30) day period, Tenant shall have waived its right to conduct Tenant's Audit for such calendar year; (vi) Tenant's Audit shall be deemed conducted by a Certified Public Accountant not employed by or otherwise affiliated with Tenant, except to have consented the extent that such accountant has been engaged by Tenant to all accountings rendered by Licensee hereunder, and said accountings conduct Tenant's Audit; (vii) Tenant's Audit shall be binding upon Licensor conducted at Landlord's office where the records of the year in question are maintained by Landlord, during Landlord's normal business hours; and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24viii) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions except as set forth in below, Tenant's Audit shall be conducted at Tenant's sole cost and expense. In the event that Tenant's Audit demonstrates to Landlord's reasonable satisfaction that Landlord has overstated the Operating Expenses for the year audited, then Tenant's Proportionate Share of the overstated amount shall be credited against Tenant's Base Rental and Additional Rental next due under this Article 25 except in Lease until such credit has been exhausted, or if the case Lease Term has expired and no further amounts are due from Tenant under this Lease, Landlord shall refund such overstated amount to Tenant within thirty (30) days following Landlord's receipt of court-ordered discovery documentation reasonably acceptable to Landlord reflecting the calculation of such overstated amount. Additionally, in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect that Tenant's Audit demonstrates to Landlord's reasonable satisfaction that Landlord has overstated the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due Operating Expenses for the period covered year audited by such auditmore than five percent (5%), Licensee shallthen, in addition to making immediate payment reimbursing Tenant for Tenant's Proportionate Share of such overstated amount, as set forth above, Landlord shall also reimburse Tenant for Tenant's actual reasonable cost incurred in conducting Tenant's Audit within thirty (30) days of Landlord's receipt of documentation reasonably acceptable to Landlord reflecting the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantamount of such cost.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours to have an Accountant to audit right, at Tenant's sole cost and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice expense, for a period not of 60 days following receipt of the Statement, to exceed fourteen audit the Landlord's records of CAM, provided, that all the following criteria are met: (14a) days (provided that Licensee is promptly responding to before conducting any audit, Tenant must pay the Accountant ’s reasonable requests for documents and information)full amount of any CAM due, and must not be in default of any other provisions of this Lease; (b) in conducting the audit, Tenant must utilize an independent certified public accountant ("CPA") experienced in auditing shopping center records, which CPA will be subject to Landlord's such hours that Landlord may deem suitable that shall not interfere with the conduct of business at Licensor’s sole expenseLandlord's main offices or such other site as Landlord may determine; (d) upon receipt thereof, as necessary for Tenant will deliver to Landlord a copy of the purpose audit report and all accompanying data; (e) Tenant will keep confidential all agreements involving the rights provided in this section and the results of verifying the amounts due from Licensee to Licensor any audit conducted hereunder, and shall cause the CPA conducting said audit to keep information confidential; (f) Tenant shall not conduct an audit more often than once each calendar year; (g) Tenant's audit rights shall not cover a period of time in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy excess of the statements one calendar year immediately preceding the audit; and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12h) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant Tenant shall not be engaged on use a contingency fee basisbased auditor. Licensor acknowledges Tenant's failure to conduct an audit within 60 days after receipt of the Statement shall be deemed conclusive that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination Landlord's assessments of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementCAM are correct. If Licensor such audit shall so examine Licensee’s books reveal that Landlord has overstated Tenant's Proportionate Share for such Year by 5% or more, Landlord shall pay ail of Tenant's reasonable costs and records, then Licensor shall, within six (6) months of the conclusion expenses of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Any amount found by such audit to be due by Tenant shall be deemed immediately paid from Tenant to have consented to all accountings rendered by Licensee hereunderLandlord, and said accountings any amount found by such audit to be due by Landlord to Tenant shall be binding upon Licensor and shall not be subject to any objection credited against the next payments of CAM due by Licensor for any reason unless specific objections, Tenant until credited in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantfull.·

Audit. Licensee shall keep In the event that an audit performed by or on behalf of MDOT indicates an adjustment to the costs reported under this Agreement or any PROJECT AUTHORIZATION or questions the allowability of an item of expense, MDOT will promptly submit to the AGENCY a Notice of Audit Results and maintain complete and accurate books of account and records at its principal place of business in connection with each a copy of the Included Programs and pertaining audit report, which may supplement or modify any tentative findings verbally communicated to Licensee ’s compliance the AGENCY at the completion of an audit. Within sixty (60) days after the date of the Notice of Audit Results, the AGENCY will (a) respond in writing to the responsible bureau of MDOT indicating whether or not it concurs with the terms hereofaudit report, including(b) clearly explain the nature and basis for any disagreement as to a disallowed item of expense, without limitationand (c) submit to MDOT a written explanation as to any questioned or no opinion expressed item of expense, copies hereinafter referred to as the “RESPONSE.” The RESPONSE will be clearly stated and will provide any supporting documentation necessary to resolve any disagreement or questioned or no opinion expressed item of expense. Where the documentation is voluminous, the AGENCY may supply appropriate excerpts and make alternate arrangements to conveniently and reasonably make that documentation available for review by MDOT. The RESPONSE will refer to and apply the language of the statements referred Agreement. The AGENCY agrees that failure to in Article 16 submit a RESPONSE within the sixty (60) day period constitutes agreement with any disallowance of this Schedulean item of expense and authorizes MDOT to finally disallow any items of questioned or no opinion expressed cost. During MDOT will make its decision with regard to any Notice of Audit Results and RESPONSE within one hundred twenty (120) days after the Term and for up date of the Notice of Audit Results. If MDOT determines that an overpayment has been made to twenty-four (24) months thereafterthe AGENCY, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours AGENCY will repay that amount to have an Accountant to audit and check at Licensee’s principal place of business upon no less than MDOT or reach agreement with MDOT on a repayment schedule within thirty (30) days advance written notice for after the date of an invoice from MDOT. If the AGENCY fails to repay the overpayment or reach agreement with MDOT on a period not to exceed fourteen repayment schedule within the thirty (1430) days (provided day period, the AGENCY agrees that Licensee is promptly responding MDOT will deduct all or a portion of the overpayment from any funds then or thereafter payable by MDOT to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit AGENCY under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes agreement or payable to the AGENCY under the terms of comparison 1951 PA 51, as applicable. Interest will be assessed on any partial payments or otherwiserepayment schedules based on the unpaid balance at the end of each month until the balance is paid in full. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination assessment of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within interest will begin thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee Landlord shall keep and maintain keep, in the Landlord’s office or another location located within a thirty (30) mile radius of the Building, complete and accurate books of account and records regarding Operating Expenses. All records shall be retained for at its principal place least three (3) years. At the request of business in connection with each of the Included Programs and pertaining Tenant at any time within one hundred twenty (120) days after Landlord delivers Landlord’s Operating Expense statement to Licensee Tenant, Tenant (at Tenant’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24expense) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right to examine Landlord’s books and records applicable to Landlord’s Operating Expenses. Landlord shall reimburse Tenant for the cost of such audit if such audit reveals a discrepancy of more than five percent (5%) in Landlord’s Operating Expenses. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during LicenseeLandlord’s business hours to have an Accountant hours; (ii) only during the 180-day period following Tenant’s receipt of Landlord’s Operating Expense statement for the applicable calendar year; and (iii) not more than once each calendar year. Tenant’s auditing firm shall not be compensated on a contingent fee basis. Notwithstanding the foregoing, Tenant’s request to audit Landlord’s books and check records shall not extend the time within which Tenant is obligated to pay the amounts shown on Landlord’s Operating Expense statement, and Tenant may not make the request to audit Landlord’s books and records at Licenseeany time Tenant is in default of such payments or otherwise in default beyond applicable notice and cure periods under this Lease. As a condition precedent to performing any such examination of Landlord’s principal place books and records, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any information that they discover about Landlord or the Building in connection with such examination. Notwithstanding any prior approval of business upon no less than any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or cannot provide acceptable assurances and procedures to maintain confidentiality. Unless Landlord disputes the findings of Tenant’s audit (in which event the provisions of Article XI shall apply), if such audit reveals that Tenant’s Percentage Share of any Operating Expenses or Taxes has been overstated, then Landlord shall refund the overpayment within thirty (30) days advance written notice for a period not to exceed fourteen plus interest at the Default Rate (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and informationas defined in Section 7.7), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee Tenant shall keep and maintain complete and accurate have the right to have Landlord’s books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with Operating Expenses for the terms hereof, including, without limitation, copies Base Year of any Comparison Year during the statements referred to in Article 16 Term of this Schedule. During the Term Lease reviewed, copied and for up to twenty-four audited (24“Tenant’s Audit”) months thereafter, but no provided that (i) such right shall not be exercised more than once during any twelve calendar year; (12ii) month if Tenant elects to conduct Tenant’s audit, Tenant shall provide Landlord with written notice thereof no later than forty-five (45) days following Tenant’s receipt of Landlord’s statement of Operating Expenses for the year to which Tenant’s Audit will apply; (iii) Tenant shall have no right to conduct Tenant’s Audit if Tenant is, either at the time Tenant forwards Landlord written notice that Tenant’s Audit will be conducted or at any time during Tenant’s Audit, then in default under this Lease; (iv) conducting Tenant’s Audit shall not relieve Tenant from the obligation to pay Tenant’s Proportionate Share of Operating Expenses, as billed by Landlord, pending the outcome of such audit; (v) Tenant’s right to conduct such audit for any calendar year shall expire ninety (90) days following Tenant’s receipt of Landlord’s statement of Operating Expenses for such year, and if Landlord has not received written notice of such audit within such ninety (90) day period, Licensor Tenant shall have waived its right to conduct Tenant’s Audit for such calendar year; (vi) Tenant’s Audit shall be conducted by a Certified Public Accountant; (vii) Tenant’s Audit shall be conducted at Landlord’s office where the right records of the year in question are maintained by Landlord, during LicenseeLandlord’s normal business hours hours; and (viii) Tenant’s Audit shall be conducted at Tenant’s sole cost and expense, unless such audit demonstrates to have an Accountant to audit and check at LicenseeLandlord’s principal place reasonable satisfaction that Landlord has overstated the Operating Expenses for the year audited by more than three percent (3%), in which case Landlord shall reimburse Tenant for any overpayment of business upon no less than Tenant’s Proportionate Share of such Operating Expenses, as well as Tenant’s actual reasonable costs incurred in conducting Tenant’s Audit, within thirty (30) days advance written notice for a period not of Landlord’s receipt of documentation reasonably acceptable to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and Landlord reflecting the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise such overpayment and cost of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to LicenseeTenant’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantAudit.

Audit. Licensee shall keep If Tenant disputes the amount of operating expenses as set forth in the invoice from the Landlord within forty -five days after receipt thereof, and maintain complete and accurate books of account and records at its principal place of business provided Tenant is not then in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofdefault under this Lease, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours upon notice to have an Accountant Landlord's book and records relating to operating expenses audited by a qualified professional selected by Tenant or by Tenant itself. If after such audit Tenant still disputes the amount of operating expenses, a certification as to the proper amount shall be made by Landlord's independent certified public accountant in consultation with Tenant's professional, which certification shall be final and check at Licensee’s principal place of business upon no less than conclusive. If such audit reveals that operating expenses were overstated by FIVE PERCENT (5%) or more in the calendar year audited Landlord shall within thirty (30) days advance written notice for a period not after the certification pay to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and Tenant the amount of any overstatement which it had collected from Tenant. However, if such certification does not show that Landlord had made such an overstatement then Tenant shall pay both the license fees paid or payable hereunder ; provided, however, costs of its professional as well as the reasonable charges of Landlord's independent certified public accountant engaged to determine the correct amount of operating expenses. If the certification shows that each Licensor hereunder Landlord has undercharged Tenant then Tenant shall coordinate within thirty (30) days pay to Landlord the exercise amount of their any undercharge. Books and records necessary to accomplish any audit rights so that Licensee is only subject to one audit permitted under this Agreement Section shall be retained for any twelve months after the end of each calendar year, and all Territories during any twelve (12) month periodon receipt of notice of Tena▇▇'▇ ▇ispute of the operating expenses shall be made available to Tenant to conduct the audit, which may be either at the Premises, or at Landlord's office in Winston-Salem, North Carolina . Under no circumstances shall Licensor In the event that the Tenant elects to have a professional audit Landlord's operating expenses as provided in this Lease, such audit must be conducted by an independent nationally or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall regionally recognized accounting firm that is not be engaged being compensated by Tenant on a contingency fee basis. Licensor acknowledges that Licensee’s books All information obtained through such audit as well as any compromise, settlement or adjustment reached as a result of such audit shall be held in strict confidence by Tenant and records constitute and contain confidential informationits officers, agents, and Licensor’s Accountant must sign employees and deliver as a condition to Licensee such audit, the Tenant's auditor shall execute a confidentiality written agreement in agreeing that the auditor is not being compensated on a form acceptable to Licensee prior to engaging in contingency fee basis and that all information obtained through such audit as well as any examination of Licensee’s books and records. Licensor may only make such an examination for compromise, settlement or adjustment reached as a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion result of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor held in strict confidence and shall not be subject revealed in any manner to any objection by Licensor for person except upon the prior written consent of the Landlord, which consent shall not be unreasonably withheld in Landlord's sole discretion, or if required pursuant to any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books litigation between Landlord and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect Tenant materially related to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered facts disclosed by such audit, Licensee shall, or if required by law. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in addition to making immediate payment possession of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantPremises.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each SDG&E will conduct an audit of the Included Programs Settling Plaintiffs' claim files, which audit will be limited to verifying payment and pertaining to Licensee ’s compliance with verifying that the terms hereof, including, without limitation, copies payment was the result of the statements referred to damages caused by a fire identified in Article 16 Paragraph A of this ScheduleRecitals. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place If there is a difference between a particular individual Settling Plaintiff's claim of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content payment and the amount actually paid based upon the audit of a Settling Plaintiff's claim file, the difference will reduce that Settling Plaintiff's recovery, as described in the audit protocol referenced below. The results of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate audit will be confidential and privileged as to Third Parties other than the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any Settling Plaintiffs and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books SDG&E and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not will be subject to any objection California Evidence Code §1119, et seq. (a) The audit will be performed by Licensor for any reason unless specific objections, in writing, stating a single auditor selected by SDG&E to commence within 10 days of execution of this Agreement. The cost of the basis thereof, are given to Licensee within twenty-four audit will be paid by SDG&E. An audit protocol is attached hereto as Exhibit B. (24b) months after The auditor will conduct the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after audit based upon a sampling of the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions claims as set forth in this Article 25 except in the case of court-ordered discovery in attached audit protocol. Providing Settling Plaintiff promptly provides the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect required claims information to the Included Programsauditors, Licensee such audit will be completed within ___ days from the execution of this Agreement and the results shall immediately pay be provided to [counsel for Settling Plaintiffs] and Settling Defendants. To the amount extent any Settling Plaintiff has damages that shall be reduced based on the audit that exceeds that carriers share of underpaymentthe "hold back," described in paragraph 2.a. If such error is in excess above, that Settling Plaintiff agrees to refund any "shortfall" to SDG&E within twenty (20) days of 10% of such license fees due the audit and demand for the period covered by such auditrefund. To the extent that the audit shows that a Settling Plaintiff should have no "hold back," or a hold back of less than __%, Licensee shall, in addition then SDG&E agrees to making immediate payment remit any surplus "hold back" to the Settling Plaintiff within twenty (20) days of the additional license fees due, reimburse Licensor audit and demand for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantremittance.

Audit. Licensee In the event Tenant disputes the amount of Additional Rent set forth in the Escalation Statement, then Tenant may, within one hundred twenty (120) days after Tenant receives the subject Escalation Statement, engage an independent certified public accountant (which accountant shall keep be a member of a nationally recognized accounting firm and maintain complete is not working on a contingency fee basis), designated and accurate books paid for by Tenant, to inspect Landlord’s records with respect to such Escalation Statement at the offices of account and Landlord where such records are customarily maintained or at its principal place of business such other location reasonably selected by Landlord provided that: a) Tenant is not then in connection default under this Lease; Encino Terrace / Research Solutions, Inc. / MK / December 29, 2016 ____ ____ ____ ____ Initial Initial Initial Initial b) Tenant provides Landlord with each written notice of the Included Programs dispute, which notice shall state with reasonable particularity the basis for the dispute, the amount at issue and pertaining identifying the accountant engaged or to Licensee be engaged by Tenant; c) Tenant has paid all amounts that are required to be paid under the applicable Escalation Statement; d) Such inspection is conducted during Landlord’s compliance customary business hours (with the terms hereofsuch inspection to be completed within one (1) business day) at time(s) reasonably designated by Landlord; e) Tenant and Tenant’s agents shall, in a writing delivered to Landlord, agree in advance of such inspection to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records (including, without limitation, copies no photocopying); f) Prior to any inspection of Landlord’s records, Tenant and Tenant’s agents execute a commercially reasonable confidentiality agreement regarding such inspection and deliver an original of the statements referred same to Landlord; and g) Tenant’s failure to provide written notice to Landlord in Article 16 accordance with clause b), above, within one hundred twenty (120) days after Tenant’s receipt of the applicable Escalation Statement shall be deemed to be Tenant’s approval of such statement and, in case of such failure, Tenant, after the expiration of such one hundred twenty (120)-day period, shall have waived its right to dispute the amounts set forth in such statement. In addition, Tenant’s right of inspection hereunder shall be waived in the event Tenant fails to comply with any of the provisions of this ScheduleSection 4.2.1. During If, after such inspection, if any, Tenant still disputes such Additional Rent, a determination as to the Term proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant proves that the Operating Expenses (for up to twenty-four (24the Building as a whole) months thereafter, but no were overstated in the applicable Escalation Statement by more than once during any twelve four percent (12) month period4%), Licensor shall have then the right during Licensee’s business hours to have an Accountant to audit fees and check at Licensee’s principal place expenses of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests and all other costs of such determination shall be paid for documents by Landlord. However, if the Operating Expenses (for the Building as a whole) were overstated in the applicable Escalation Statement by four percent (4%) or less, or was in fact understated, Tenant shall promptly pay the fees and informationexpenses of the Accountant and all other costs of such determination (including, without limitation, the amount of Operating Expenses owed to Landlord as evidenced by the inspection). Any reconciliation of charges set forth in the Escalation Statement, and at Licensorwhich is necessitated by the inspection, shall be paid or credited by Tenant or Landlord, as applicable, in accordance with this Section 4.2.1. Tenant hereby acknowledges that Tenant’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee right to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licenseeinspect Landlord’s books and records pertaining solely and to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and contest the amount of the license fees paid or Operating Expenses payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor by Tenant shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions as set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect Section 4.2.1 and Tenant hereby waives any and all other rights pursuant to the Included Programs, Licensee shall immediately pay applicable law to inspect such books and records and/or to contest the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered Operating Expenses payable by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantTenant.

Audit. Licensee Each Landlord’s Expense Statement shall keep be conclusive and binding upon Tenant unless, within three (3) months after receipt thereof, Tenant shall give Landlord notice that Tenant disputes the correctness of the Landlord’s Expense Statement, specifying the particular respects in which the Landlord’s Expense Statement is claimed to be incorrect. Tenant shall not have the right to withhold payment of Tenant’s Share of Operating Expenses in the event of a dispute. Landlord shall maintain complete and accurate books of account and records appropriate for the computation and verification of Operating Expenses and shall permit Tenant’s accountants, consultants and/or employees to examine Landlord’s books and records, during Landlord’s regular business hours at its principal Landlord’s place of business and with at least ten (10) Business Days prior written notice, in connection with each order to verify the accuracy of the Included Programs relevant Landlord’s Expense Statement. The records and pertaining any related information obtained from Landlord shall be treated as confidential, and as applicable only to Licensee the Premises, by Tenant, its accountants, consultants, and any other parties reviewing the same on behalf of Tenant. Before making any records available for review, Landlord may require Tenant and Tenant’s compliance with accountants, consultants and employees to execute a reasonable confidentiality agreement, in which event Tenant shall cause the terms hereof, including, without limitation, copies of the statements referred same to in Article 16 of this Schedule. During the Term be executed and for up delivered to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than Landlord within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information)after receiving it from Landlord, and if Tenant fails to do so, the three (3) month objection period referred to in the first sentence of this paragraph shall be reduced by one day for each day by which such execution and delivery follows the expiration of such 30-day period. If it shall be finally determined by an independent accountant engaged by Tenant and reasonably approved by Landlord that Landlord’s Expense Statement was incorrect or commercially unreasonable, then either (a) Landlord shall at Licensor’s sole expense, as necessary its election reimburse Tenant for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and any overpayment or credit the amount of such overpayment against the license fees paid or next monthly installment of Tenant’s Share of Operating Expenses payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for Lease, or (b) Tenant shall within fifteen (15) days after such determination pay any and all Territories during any twelve (12) month periodamounts due to Landlord. Under no circumstances shall Licensor or Tenant agrees to pay the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion cost of such audit, inform Licensee in writing provided that, if the audit reveals that Landlord’s determination of any claim resulting therefrom. Licensor Operating Expenses was overstated by more than five percent (5%), Landlord shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% cost of such license fees audit. Notwithstanding any contrary provision hereof, Tenant may not examine Landlord’s records or dispute any Landlord’s Expense Statement if any Rent remains unpaid past its due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantdate.

Audit. Licensee At its option, Landlord may at any time, upon three (3)fifteen (15) days’ prior written notice to Tenant, arrange for an auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Tenant and/or any concessionaire concerning business transacted upon or includable in Gross Sales from the Leased Premises during the period covered by any statement issued by Tenant or a concessionaire as above set forth in Article III. Tenant shall keep and maintain complete and accurate books make available to Landlord’s auditor at the Leased Premises (or at Tenant’s corporate headquarters, if elected by Landlord) within three (3)fifteen (15) days following Landlord’s notice requiring such audit, all of account the books, source documents, accounts and records referred to in Section 3.01 of this Lease and any other materials which such auditor deems necessary or desirable for the purpose of making such audit. Tenant shall promptly pay to Landlord the amount of any deficiency in percentage rent payments disclosed by any such audit. If such audit shall disclose that Tenant’s statement of Gross Sales is at its principal place variance to the extent of business one percent (1%) or more, Landlord may bill to Tenant the amount of any deficiency and the cost of such audit, which shall be paid by Tenant within ten (10)thirty (30) days after ▇▇▇▇▇▇’s receipt of Landlord’s invoice in connection he event Tenant fails to pay such discrepancy and costs after being delivered notice of such and has not cured the def ult within even 7) days of such notice, Landlord may terminate this Lease as set forth below and/or shall have such other rights and remedies as may be provided herein or at law arising by virtue of Tenant’s failure to pay rent. If such audit shall disclose that Tenant’s statement of Gross Sales is at variance to the extent of threefive percent (3%)(5%) or more, then Landlord, in addition to the foregoing remedy and other remedies available to Landlord, shall have the option, upon at least ten (10)thirty (30) days’ notice to Tenant, to declare this Lease terminated and the term ended, in which event this Lease shall cease and terminate on the date specified in such notice with each the same force and effect as though the date set forth in such notice were the date originally set forth herein and fixed for the expiration of the Included Programs term, and pertaining Tenant shall vacate and surrender the Leased Premises but shall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. In addition to Licensee the foregoing, and in addition to all other remedies available to Landlord, in the event Landlord or Landlord’s compliance auditor shall schedule a date for an audit of Tenant’s records in accordance with this Section, and Tenant shall fail to be available or shall otherwise fail to comply with the terms hereofrequirements for such audit, Tenant shall pay all costs and expenses associated with the scheduled audit. In addition to all other remedies available to Landlord, in the event that any such audit shall disclose that Tenant’s records and other documents as referred to in Articles III and IV hereof and such other materials provided by Tenant to Landlord’s auditor are inadequate, in the opinion of Landlord or Landlord’s auditor, to accurately disclose Tenant’s Gross Sales, then Landlord shall be entitled to collect as additional rent from Tenant an amount equal to fifteenfive percent (155%) of the highest Effective Rent (minimum rent plus percentage rent) payable by Tenant in any of the three (3) preceding Lease Years. Landlord’s exercise of the foregoing remedy shall in no way limit or otherwise affect Landlord’s ability to exercise other remedies available to it, nor shall Tenant’s obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during LicenseeTenant’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee obligation with respect to the Licensed Content reporting Gross Sales and the amount payment of the license fees paid percentage rent) be in any manner reduced or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate diminished by the exercise of their audit rights such remedy. In the event that Tenant shall, following the exercise of such remedy, provide to Landlord all records and documentation as required to be provided pursuant to the terms of this Lease so that Licensee is only subject as to one audit under this Agreement permit ▇▇▇▇▇▇▇▇’s auditor to accurately establish Tenant’s Gross Sales for any and all Territories during any twelve (12) month period. Under no circumstances the period in question, then Tenant shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or be permitted a credit with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If additional rent collected by Landlord from Tenant pursuant to this paragraph, with such error is in excess credit to be applied first against the installment of 10% of such license fees percentage rent due from Tenant for the period covered in question, with any remaining credit to be applied against the next installment of percentage rent payable by such audit, Licensee shall, Tenant. Neither the provisions of this Section 4.02 nor any other provisions in addition this Lease shall restrict Landlord’s rights to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for discovery in any audit conducted by the Accountant.litigation or arbitration proceeding. S6 COMMON AREA CHARGE

Audit. Licensee shall keep The Landlord, at any time within 30 days after receipt of any certified quarterly statement and maintain complete after at least 7 days prior written notice to Tenant, may cause an audit to be made of Tenant’s records and accurate books of account reasonably necessary to audit Gross sales; provided that in no event will Landlord have the right to: (i) audit books and records at its principal place of business in connection with each of that do not pertain exclusively to the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four Premises; and (24ii) months thereafter, but no conduct any such audit more than once during in any twelve (12) month periodgiven calendar year. All such audits must be conducted by a certified public accountant with a nationally recognized accounting firm that is not paid on a contingency basis. The failure of Landlord to conduct an audit within 1 years after tenant has delivered to Landlord its annual statement of Gross Sales will constitute a waiver by Landlord of its right to dispute Gross sales as specified in Tenant’s annual Gross sales statement. Once notified the Tenant shall make all such books and records available for the audit at Tenant’s home office or accounting office where such books and records are kept, Licensor shall whether or not located in the state in which the Premises are situated. Any such audit will be conducted in a manner so as to minimize Interference with Tenant’s business operations Landlord will provide a copy to Tenant of the audit results within 30 days after Landlord ‘s receipt of the results, and Tenant will have the right during Licensee’s business hours to have an Accountant to reasonable dispute them. If the audit and check at Licensee’s principal place discloses any overpayment by Tenant of business upon no less than thirty Percentage Rent in excess of (308% ) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered percentage of gross sales, Landlord will refund to Licensor by Licensee with respect to the Licensed Content and Tenant the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate overpayment within _30 days following Tenant’s receipt of a copy of the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementresults. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months the audit discloses an under reporting of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is Gross Sales in excess of 10_ 15% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment percentage of the reported gross sales, and additional license fees duepercentage rent is due as a result of the understatement, reimburse Licensor for then Tenant will also pay to Landlord he reasonable cost of conducting the audit (as evidenced by invoices or other reasonable supporting documents delivered to Tenant) within _7 days following Landlord’s written demand. Landlord agrees that any information obtained by landlord as a result of any such audit or inspection will be held in strict confidence by Landlord and will not be disclosed to any third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantparty.

Audit. Licensee Tenant shall keep and maintain complete and accurate have the right to have Landlord’s books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with Operating Expenses for any year during the terms hereof, including, without limitation, copies of the statements referred to in Article 16 Term of this Schedule. During the Term and for up to twenty-four Lease audited on a confidential basis (24“Tenant’s Audit”) months thereafter, but no provided that (i) such right shall not be exercised more than once during any twelve calendar year; (12ii) month if Tenant elects to conduct Tenant’s Audit, Tenant shall provide Landlord with written notice thereof no later than ninety (90) days following Tenant’s receipt of Landlord’s statement of Operating Expenses for the year to which Tenant’s Audit will apply; (iii) Tenant shall have no right to conduct Tenant’s Audit if Tenant is, either at the time Tenant forwards Landlord written notice that Tenant’s Audit will be conducted or at any time during Tenant’s Audit, then in default under this Lease; (iv) conducting Tenant’s Audit shall not relieve Tenant from the obligation to pay Tenant’s Proportionate Share of Operating Expenses, as billed by Landlord, pending the outcome of such audit; (v) Tenant’s right to conduct such audit for any calendar year shall expire ninety (90) days following Tenant’s receipt of Landlord’s statement of Operating Expenses for such year, and if Landlord has not received written notice of such audit within such ninety (90) day period, Licensor Tenant shall have the waived its right during Licenseeto conduct Tenant’s business hours Audit for such calendar year and shall be deemed to have accepted such statement as true and accurate; (vi) Tenant’s Audit shall be conducted by ▇▇▇▇ Partners or a Certified Public Accountant on an Accountant hourly (i.e., not contingency) basis; (vii) Tenant’s Audit shall be conducted at Landlord’s office in Orange County, Florida where the records of the year in question are maintained by Landlord, during Landlord’s normal business hours; and (viii) Tenant’s Audit shall be conducted at Tenant’s sole cost and expense. If Tenant’s Audit is completed and submitted to Landlord in accordance with the requirements of this Section and such audit and check at Licenseedemonstrates to Landlord’s principal place reasonable satisfaction that Landlord has overstated the Operating Expenses for the year audited by more than five percent (5%), Landlord shall reimburse Tenant for any overpayment of business upon no less than Tenant’s Pro-Rata Share of such increase in Operating Expenses, as well as Tenant’s actual, reasonable cost incurred in conducting Tenant’s Audit, excluding travel expenses, within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant after Landlord’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose receipt of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and documentation reflecting the amount of such overpayment and the license fees paid or payable hereunder ; providedcost of Tenant’s Audit. If any such audit discloses any deficiency, however, Tenant shall remit such amount to Landlord within thirty (30) days. Tenant Agrees that each Licensor hereunder any records of Landlord reviewed shall coordinate the exercise constitute confidential information of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant Landlord which Tenant shall not disclose, nor permit to be engaged on a contingency fee basis. Licensor acknowledges that Licenseedisclosed by Tenant or Tenant’s books and records constitute and contain confidential informationaccountant, and LicensorTenant’s Accountant accountant, at Landlord’s election, must sign and deliver to Licensee enter into a commercially reasonable confidentiality agreement in a form acceptable to Licensee with Landlord prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after commencing the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee At its option, Landlord may at any time, upon three (3)fifteen (15) days’ prior written notice to Tenant, arrange for an auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Tenant and/or any concessionaire concerning business transacted upon or includable in Gross Sales from the Leased Premises during the period covered by any statement issued by Tenant or a concessionaire as above set forth in Article III. Tenant shall keep and maintain complete and accurate books make available to Landlord’s auditor at the Leased Premises (or at Tenant’s corporate headquarters, if elected by Landlord) within three (3)fifteen (15) days following Landlord’s notice requiring such audit, all of account the books, source documents, accounts and records referred to in Section 3.01 of this Lease and any other materials which such auditor deems necessary or desirable for the purpose of making such audit. Tenant shall promptly pay to Landlord the amount of any deficiency in percentage rent payments disclosed by any such audit. If such audit shall disclose that Tenant’s statement of Gross Sales is at its principal place variance to the extent of business one percent (1%) or more, Landlord may bill to Tenant the amount of any deficiency and the cost of such audit, which shall be paid by Tenant within ten (10)thirty (30) days after ▇▇▇▇▇▇’s receipt of Landlord’s invoice; in connection the event Tenant fails to pay such discrepancy and costs after being delivered notice of such and has not cured the default within seven (7) days of such notice, Landlord may terminate this Lease as set forth below and/or shall have such other rights and remedies as may be provided herein or at law arising by virtue of Tenant’s failure to pay rent. If such audit shall disclose that Tenant’s statement of Gross Sales is at variance to the extent of threefive percent (3%)(5%) or more, then Landlord, in addition to the foregoing remedy and other remedies available to Landlord, shall have the option, upon at least ten (10)thirty (30) days’ notice to Tenant, to declare this Lease terminated and the term ended, in which event this Lease shall cease and terminate on the date specified in such notice with each the same force and effect as though the date set forth in such notice were the date originally set forth herein and fixed for the expiration of the Included Programs term, and pertaining Tenant shall vacate and surrender the Leased Premises but shall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. In addition to Licensee the foregoing, and in addition to all other remedies available to Landlord, in the event Landlord or Landlord’s compliance auditor shall schedule a date for an audit of Tenant’s records in accordance with this Section, and Tenant shall fail to be available or shall otherwise fail to comply with the terms hereofrequirements for such audit, Tenant shall pay all costs and expenses associated with the scheduled audit. In addition to all other remedies available to Landlord, in the event that any such audit shall disclose that Tenant’s records and other documents as referred to in Articles III and IV hereof and such other materials provided by Tenant to Landlord’s auditor are inadequate, in the opinion of Landlord or Landlord’s auditor, to accurately disclose Tenant’s Gross Sales, then Landlord shall be entitled to collect as additional rent from Tenant an amount equal to fifteenfive percent (15%)(5%) of the highest Effective Rent (minimum rent plus percentage rent) payable by Tenant in any of the three (3) preceding Lease Years. Landlord’’s exercise of the foregoing remedy shall in no way limit or otherwise affect Landlord’s ability to exercise other remedies available to it, nor shall Tenant’s obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during LicenseeTenant’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee obligation with respect to the Licensed Content reporting Gross Sales and the amount payment of the license fees paid percentage rent) be in any manner reduced or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate diminished by the exercise of their audit rights such remedy. In the event that Tenant shall, following the exercise of such remedy, provide to Landlord all records and documentation as required to be provided pursuant to the terms of this Lease so that Licensee is only subject as to one audit under this Agreement permit ▇▇▇▇▇▇▇▇’s auditor to accurately establish Tenant’s Gross Sales for any and all Territories during any twelve (12) month period. Under no circumstances the period in question, then Tenant shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or be permitted a credit with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If additional rent collected by Landlord from Tenant pursuant to this paragraph, with such error is in excess credit to be applied first against the installment of 10% of such license fees percentage rent due from Tenant for the period covered in question, with any remaining credit to be applied against the next installment of percentage rent payable by such audit, Licensee shall, Tenant. Neither the provisions of this Section 4.02 nor any other provisions in addition this Lease shall restrict Landlord’s rights to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for discovery in any audit conducted by the Accountantlitigation or arbitration proceeding.

Audit. Licensee Landlord shall keep and maintain complete and accurate books of account and records so that they fairly and accurately reflect the Operating Expenses on a consistent basis and in accordance with sound management practices. Tenant, at its principal place Tenant's expense, shall have the right, no more frequently than once per calendar year, following thirty (30) days' prior written notice (such written notice to be given within ninety (90) days following Tenant's receipt of business Landlord's Operating Expense Report delivered in connection accordance with each SECTION 4.e. to Landlord, to audit Landlord's books and records relating to Operating Expenses for the immediately preceding calendar year only. Without limitation upon the foregoing, Tenant's right to audit Landlord's books and records shall be subject to the following conditions: 1. The audit must be concluded within one hundred twenty (120) days after Tenant's receipt of Landlord's Operating Expense Report for the year to which such audit relates; 2. The conduct of such audit must not unreasonably interfere with the conduct of Landlord's business; 3. Except for one audit during the first two years of the Included Programs term of this Lease, no audit shall be allowed unless Basic Operating Costs for the calendar year in question have increased by more than eight percent (8%) over Basic Operating Costs for the immediately preceding calendar year; 4. Such audit shall be conducted during Normal Business Hours and pertaining at the location where Landlord maintains its books and records; 5. Tenant shall deliver to Licensee ’s compliance with the terms hereof, including, without limitation, copies Landlord a copy of the statements referred results of such audit within ten (10) business days after its receipt by Tenant; 6. No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including any failure by Tenant to pay an amount in Article 16 Dispute; 7. Tenant shall reimburse Landlord for the reasonable cost of all copies requested by Tenant's auditor within ten (10) days following written demand for same by Landlord; 8. Such audit must be conducted by an independent, nationally-recognized accounting firm or a local accounting firm reasonably acceptable to Landlord that is not being compensated by Tenant on a contingency fee basis and which has agreed with Landlord in writing to keep the results of such audit confidential by executing and delivering to Landlord a confidentiality agreement in the form of EXHIBIT I attached to this ScheduleLease, such confidentiality agreement to also be signed and delivered to Landlord by Tenant; 9. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor No subtenant shall have the right during Licensee’s business hours to have audit; 10. If, for any calendar year, an Accountant to assignee of Tenant (if permitted by this Lease) has audited or given notice of an audit, Tenant will be prohibited from auditing such calendar year, unless in the case of an audit and check at Licensee’s principal place having been noticed but not yet performed by such assignee, the assignee withdraws its audit notice, and, similarly, if Tenant has audited such calendar year or given such notice, the foregoing restrictions of business upon no less than thirty (30this SECTION 6(g)(8) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding will apply to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee assignee's right to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely audit; and 11. Any assignee's audit right will be limited to the accuracy period after the effective date of the statements and other financial information delivered to Licensor by Licensee with respect to assignment. Unless Landlord in good faith disputes the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion results of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor an appropriate adjustment shall be deemed made between Landlord and Tenant to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to reflect any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee overpayment or underpayment of Tenant's Proportionate Share of Operating Expenses within twentyforty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.five

Audit. Licensee So long as Tenant is not then in monetary default of any term or condition of this Lease beyond any applicable notice and cure period, Tenant shall keep have the right to conduct a Tenant’s Review, as hereinafter defined, at Tenant’s sole cost and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, expense (except as provided herein) (including, without limitation, copies photocopy and delivery charges), upon thirty (30) days’ prior written notice to Landlord. “Tenant’s Review” shall mean a review and audit of Landlord’s books and records relating to (and only relating to) Building Expenses and Amenity Expenses payable by Tenant hereunder for the most recently completed calendar year as reflected on Landlord’s final year-end reconciliation of Building Expenses and Amenity Expenses (“Final Statement”). Tenant’s Review must be performed by either an employee of Tenant or by a Certified Public Accountant (“CPA”) reasonably satisfactory to Landlord. Tenant must elect to perform a Tenant’s Review by written notice of such election received by Landlord within ninety (90) days following delivery to Tenant of the statements referred Final Statement for the most recently completed calendar year. In the event that Tenant fails to make such election in Article 16 the time and manner required or fails to diligently perform such Tenant’s Review to completion, then Landlord’s calculation of this ScheduleBuilding Expenses and Amenity Expenses shall be final and binding on Tenant. During Tenant hereby acknowledges and agrees that even if it has elected to conduct a Tenant’s Review, Tenant shall nonetheless pay all Building Expenses and Amenity Expenses payments to Landlord, subject to readjustment. Tenant further acknowledges that Landlord’s books and records relating to the Term Building may not be copied in any manner, are confidential, and for up to twenty-four (24) months thereaftermay only be reviewed at any time during normal business hours at a location reasonably designated by Landlord, but no Landlord will make such records available within the metropolitan area in which the Premises is located. Tenant shall provide to Landlord a copy of Tenant’s Review as soon as reasonably possible after the date of such Tenant’s Review. If Tenant’s Review reflects a reimbursement owing to Tenant by Landlord, and if Landlord disagrees with Tenant’s Review, then Tenant and Landlord shall jointly appoint an auditor to conduct a review (“Independent Review”), which Independent Review shall be deemed binding and conclusive on both Landlord and Tenant. If the Independent Review results in a reimbursement owing to Tenant equal to four percent (4%) or more than once during of the amounts reflected in the Final Statement, the costs of the Independent Review shall be paid by Landlord, but otherwise Tenant shall pay the costs of Tenant's Review and the Independent Review. For any twelve (12) month periodovercharge, Licensor Tenant shall have the right during Licenseebe entitled to receive, at Tenant’s business hours option, a credit against Tenant’s upcoming Rent payments or a refund due and payable to have an Accountant to audit and check at Licensee’s principal place of business upon no less than Tenant within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expenseafter completion of such Tenant Review or Independent Review, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month periodapplicable. Under no circumstances shall Licensor or Tenant conduct a review of Landlord’s books and records whereby the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged auditor operates on a contingency fee basisor similar payment arrangement. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationAny such reviewer must sign a commercially reasonable non-disclosure, non-solicitation, and Licensorconfidentiality agreement. Tenant agrees to use reasonable efforts to keep the results of its audit confidential, except for such disclosures to Tenant’s Accountant must sign agents, employees, attorneys, accountants, financial advisors, officers, directors, members and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereundercontractors, and said accountings shall except for such disclosures as may be binding upon Licensor required by law, compelled by judicial process or which may be necessary to enforce the terms and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in of this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantLease.

Audit. Licensee shall keep and maintain complete and accurate books After delivery to Landlord of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than least thirty (30) days advance days’ prior written notice for a period not to exceed fourteen delivered no later than one hundred twenty (14120) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents after receipt of a Statement, Tenant, at its sole cost and information)expense through any accountant designated by it, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine and/or audit the books and records relating to Licenseeevidencing such costs and expenses for the previous one (1) calendar year, during Landlord’s reasonable business generally or with respect to hours but not more frequently than once during any other content for purposes of comparison or otherwisecalendar year. The Accountant shall Any such accounting firm designated by Tenant may not be engaged compensated on a contingency fee basis. Licensor acknowledges Tenant shall have no right to conduct an audit or to give Landlord notice that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver it desires to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in conduct an audit at any examination time an Event of Licensee’s books and recordsDefault exists under the Lease. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing The results of any claim resulting therefrom. Licensor such audit (and any negotiations between the parties related thereto) shall be deemed to have consented to all accountings rendered maintained strictly confidential by Licensee hereunder, Tenant and said accountings shall be binding upon Licensor its accounting firm and shall not be subject disclosed, published or otherwise disseminated to any objection by Licensor other party other than to Landlord and its authorized agents. Landlord and Tenant each shall use its best efforts to cooperate in such negotiations and to promptly resolve any discrepancies between Landlord and Tenant in the accounting of such costs and expenses. No subtenant shall have any right to conduct an audit, and no assignee shall conduct an audit for any reason period during which such assignee was not in possession of the Premises. Tenant’s right to undertake an audit with respect to any calendar year shall expire one hundred twenty (120) days after Tenant’s receipt of the Statement for such calendar year, and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the end of such one hundred twenty (120) day period, unless specific objectionsTenant shall have timely given Landlord written notice of its intention to audit Operating Expenses for the calendar year which is the subject of the Statement. If Tenant timely gives Landlord notice of its intention to audit Operating Expenses, in writing, stating the basis thereof, are given to Licensee it must commence such audit within twenty-four thirty (2430) months after the date rendered, and, days after such written objectionnotice is delivered to Landlord, unless suit and the audit must be completed within ninety (90) days after such notice is instituted within thirty-six delivered to Landlord (36) months after provided, however, that in the date rendered. Licensor shall have no right, under common law or otherwise, event Landlord fails to examine or audit Licensee’s provide Tenant with access to its books and records other than in accordance with the provisions set forth in this Article 25 except in the case within thirty (30) days of court-ordered discovery in the event Tenant’s notice to Landlord, such thirty (30) and ninety (90) day periods shall be extended by one day for each day of litigationsuch delay). If an examination establishes an error Tenant does not commence and complete the audit within such periods, the Statement which Tenant elected to audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. If through such audit it is determined that there is a discrepancy of more than five percent (5%) in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If Operating Expense payments made by Tenant for such error is in excess of 10% of calendar year when compared to the actual Operating Expenses for such license fees due for the period covered by such audityear, Licensee shall, in addition to making immediate payment of the additional license fees due, then Landlord shall reimburse Licensor Tenant for the reasonable third party out-of-pocket accounting costs and expenses incurred by Licensor Tenant in performing such audit, including Tenant’s outside auditors or accountants (but excluding Tenant’s in-house personnel). However, if through such audit it is determined that there is a discrepancy of five percent (5%) or less, then Tenant shall reimburse Landlord for any audit conducted by the Accountantreasonable accounting costs and expenses associated with Landlord’s outside accounting firms or auditors (but excluding Landlord’s in-house personnel) in connection with such audit.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining Landlord may from time to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four time (24) months thereafter, but no not more frequently than once during any twelve (12) month periodeach calendar year), Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding prior written notice to the Accountant Tenant, cause a complete audit or examination to be made of Tenant’s reasonable requests for documents Records and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of any subtenant, licensee or concessionaire for all or any part of the statements three Lease Years immediately preceding such notice. During such audit, Landlord or its authorized representatives shall have full and other financial free access to Tenant’s Records and the right to require that Tenant, its agents and employees furnish such information delivered to Licensor by Licensee or explanation with respect to the Licensed Content such items as may be necessary for a proper examination and the amount of the license fees paid or payable hereunder ; providedaudit thereof. Tenant may, however, excise any portions of tax returns pertaining to other stores owned or operated by Tenant. If such audit or examination discloses that each Licensor hereunder shall coordinate the exercise any of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories Tenant’s statements of Gross Sales understates Gross Sales made during any twelve Lease Year by three percent (123%) month periodor more which resulted in underpayment of Percentage Rent, or if Tenant shall have failed to furnish Landlord any monthly Gross Sales statements during any Lease Year or shall have failed to prepare and maintain Tenant’s Records as required herein, Tenant shall pay Landlord the reasonable cost of such audit or examination, including reasonable travel and related expenses, and any deficiency in Percentage Rent, with interest at the Default Rate. Under no circumstances If such audit or examination shall Licensor or disclose an understatement of more than ten percent (10%) which results in underpayment of Percentage Rent, upon the Accountant second occurrence of such understatement of more than 10% which results in underpayment of Percentage Rent, Landlord shall also have the right to examine records relating cancel this Lease by written notice given to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, Tenant within six (6) months of the conclusion of after such audit, inform Licensee in writing . Landlord’s acceptance of any claim resulting therefrom. Licensor Percentage Rent shall be deemed without prejudice to have consented the Landlord’s examination, audit and other rights hereunder. Any information obtained by Landlord pursuant to all accountings rendered by Licensee hereunder, and said accountings its audit shall be binding upon Licensor treated as confidential and shall not be subject disclosed except (i) in connection with litigation with Tenant, (ii) to any objection prospective purchasers or lenders of University Village and (iii) as may be required by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantlaw.

Audit. Licensee shall keep Within one hundred eighty (180) days (the "AUDIT ELECTION PERIOD") after Landlord furnishes to Tenant the Operating Costs, Tax and maintain complete and accurate books of account and records Insurance Statement for any calendar year (including the Base Year), Tenant may, at its principal place of expense during Landlord's normal business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofhours, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant elect to audit Landlord's Operating Costs, Taxes and check at Licensee’s principal place Insurance for such calendar year only, subject to the following conditions: (1) there is no uncured Event of business upon Default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no less than event shall any audit be performed by a firm retained on a "contingency fee" basis; (4) the audit shall commence within thirty (30) days advance written notice for a period not after Landlord makes Landlord's books and records available to exceed fourteen Tenant's auditor and shall conclude within sixty (1460) days after commencement; (provided that Licensee is promptly responding to 5) the Accountant ’s reasonable requests for documents audit shall be conducted where Landlord maintains its books and information), records and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as shall not to unreasonably interfere with the normal conduct of Landlord's business; and (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord's confidentiality agreement for Landlord's benefit prior to commencing the audit. Tenant shall deliver a copy of such audit to Landlord within five (5) business activities days of Licenseereceipt by Tenant. Notwithstanding the foregoing, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder Tenant shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under have no circumstances shall Licensor or the Accountant have the right to examine records relating conduct an audit if Landlord furnishes to Licensee’s business generally Tenant an audit report for the calendar year in question prepared by an independent certified public accounting firm of recognized national standing (whether originally prepared for Landlord or with respect to any other content for purposes of comparison or otherwiseanother party). The Accountant This paragraph shall not be engaged on a contingency fee basisconstrued to limit, suspend, or ▇▇▇▇▇ Tenant's obligation to pay Rent when due, including estimated Operating Costs, Taxes and Insurance. Licensor acknowledges that Licensee’s books After verification, Landlord shall credit any overpayment determined by the audit report against the next Rent due and records constitute and contain confidential informationowing by Tenant or, and Licensor’s Accountant must sign and deliver if no further Rent is due, refund such overpayment directly to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in Tenant within thirty (30) days of determination. Likewise, Tenant shall pay Landlord any examination underpayment determined by the audit report within thirty (30) days of Licensee’s books and recordsdetermination. Licensor may only make such an examination for a particular statement within twenty-four (24) months after The foregoing obligations shall survive the date when Licensor receives such statementexpiration or earlier termination of the Lease. If Licensor shall so examine Licensee’s books Tenant does not give written notice of its election to audit during the Audit Election Period, Landlord's Operating Costs, Taxes and records, then Licensor shall, within six (6) months of Insurance for the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor applicable calendar year shall be deemed to have consented to approved for all accountings rendered by Licensee hereunderpurposes, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor Tenant shall have no rightfurther right to review or contest the same. If the audit proves that Landlord's calculation of Operating Costs, Taxes and Insurance for the calendar year under common law or otherwise, to examine or audit Licensee’s books and records other inspection was overstated by more than in accordance with the provisions set forth in this Article 25 except five percent (5%) in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsaggregate, Licensee then, after verification, Landlord shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the Tenant's actual reasonable third party out-of-pocket costs audit and expenses incurred inspection fees applicable to the review of said calendar year statement within thirty (30) days after receipt of Tenant's invoice therefor. EXHIBIT D LANDLORD'S WORK Tenant hereby accepts the Premises in their "AS-IS" condition, except that Landlord shall install a building standard demising wall separating the Remainder Premises from the Deleted Premises ("Landlord's Work"). Subject to delays caused by Licensor Tenant, or Tenant's agents, employees or contractors, Landlord shall use reasonable efforts to substantially complete Landlord's Work on or before March 31, 2005, and Landlord shall coordinate the time of performance of Landlord's Work with Tenant in order to minimize any disruption of Tenant's business, provided however, that: (i) Tenant shall not be entitled to any diminution in rental value on account of the performance of Landlord's Work, and (ii) in no event shall Landlord have any liability to Tenant based upon the performance of Landlord's Work. EXHIBIT E, PART 1 BUILDING RULES AND REGULATIONS 1. BUILDING ACCESS RESTRICTIONS Employee access to the building is through the main lobby. 2. OBSTRUCTION OF SIDEWALKS, DOORWAY, VESTIBULE, HALLS, ETC. Sidewalks, doorways, vestibules, halls, stairways, and similar areas shall not be obstructed nor shall refuse, furniture, umbrellas, boxes or other items to be placed therein by Tenant or its officers, agents, servants or employees, or used for any audit conducted by purpose other than ingress and egress to and from the AccountantPremises, or for going from one part of the Building to another part of the Building. Canvassing, soliciting and peddling in the Building are prohibited.

Audit. Licensee shall keep Within 120 days after receiving Landlord’s Actual Statement, Tenant may, upon advance written notice to Landlord and maintain complete and accurate during reasonable business hours, cause an audit of Landlord’s books of account and records with respect to the preceding calendar year only to determine the accuracy of Landlord’s Actual Statement. Landlord shall make all pertinent records, contracts, invoices, ▇▇▇▇▇▇▇▇ and other documentation available for inspection that are reasonably necessary for Tenant to conduct its audit to ensure that all amounts expended which are subject to reimbursement by Tenant are in accordance with this Lease. If any records are maintained at its principal place of business in connection with each a location other than the office of the Included Programs Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and pertaining shipping the records. If Tenant retains an agent, at Tenant’s sole cost and expense, to Licensee review Landlord’s compliance records, the agent shall be an independent accountant or otherwise reasonably acceptable to Landlord. Tenant may have such review performed on a contingency fee basis provided the party conducting the review conforms with the terms hereof, including, without limitation, copies prior sentence and Landlord shall not be obligated to pay any of the statements referred costs or fees owing to in Article 16 of this Schedulesuch party. During Within 150 days after the Term and for up records are made available to twenty-four (24) months thereafterTenant, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licenseeto give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to the Actual Statement for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s business hours Objection Notice. If Tenant fails to provide Landlord with a timely Objection Notice, Landlord’s Actual Statement shall be deemed final and binding, and Tenant shall have an Accountant no further right to audit or object to such statement. If Landlord and check at Licensee’s principal place of business upon no Tenant determine that Operating Expenses, Taxes, Insurance Costs and/or Utilities Costs for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant or if no further Rent is due, shall refund such amount directly to Tenant within thirty (30) days advance written notice for after such determination is made. Likewise, if Landlord and Tenant determine as a period not to exceed fourteen (14) days (provided that Licensee is promptly responding result of a timely audit conducted pursuant to the Accountant ’s reasonable requests for documents and information)provisions of this subsection, and at Licensor’s sole expensethat Operating Expenses, as necessary Taxes, Insurance Costs and/or Utilities Costs for the purpose of verifying the amounts due from Licensee to Licensor hereundercalendar year are greater than reported, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. Any amount due to Landlord as shown on Landlord’s Actual Statement, whether or not disputed by Tenant as provided herein shall be paid by Tenant when due as provided in this Lease, without prejudice to any such written exception pending resolution thereof. Tenant shall use reasonable efforts not to disclose the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise results of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect such review to any other content for purposes tenants of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that LicenseeLandlord (whether in the Building or, if Tenant has actual knowledge thereof, elsewhere in Landlord’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementportfolio). If Licensor Landlord disputes the review, both parties shall so examine Licensee’s books and records, then Licensor shall, within six twenty (620) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings days agree upon a neutral third party certified public accountant whose determination shall be binding upon Licensor and both parties. Except as set forth below, if it is finally determined that Tenant overpaid Operating Expenses, Taxes, Insurance Costs and/or Utilities Costs by more than five percent (5%) then Landlord shall not be subject to any objection by Licensor for any reason unless specific objections, pay all reasonable costs of Tenant incurred in writing, stating the basis thereof, are given to Licensee within twenty-four such proceeding (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than any costs and fees of any contingency fee consultants utilized by Tenant, which shall be the sole obligation of Tenant as set forth above), otherwise Tenant shall pay all of Landlord’s expenses incurred in accordance with connection therewith not to exceed the sum of One Thousand Dollars ($1,000.00). Subject to the limitations contained in Section 1.18(i), the provisions set forth in of this Article 25 except in subsection (k) shall survive the case expiration or termination of court-ordered discovery in this Lease or the event early termination of litigation. If an examination establishes an error in LicenseeTenant’s computation of license fees due with respect right to occupy the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantPremises.

Audit. Licensee If Tenant wishes to inquire regarding an amount shown on the annual statement, Tenant shall keep and maintain complete and accurate books give Landlord written notice of account and records at its principal place of business in connection with each such inquiry within four (4) months following Tenant’s receipt of the Included Programs and pertaining annual statement. If Tenant does not give Landlord such notice within such time, Tenant shall have waived its right to Licensee dispute the subject annual statement. Promptly after the receipt of such written notice from Tenant, (I) Landlord shall deliver to Tenant such other information regarding the annual statement as may be reasonably required by Tenant to ascertain Landlord’s compliance with the terms hereofthis Paragraph 7 and (II) Landlord and Tenant shall endeavor in good faith to resolve any issues raised by Tenant. If such efforts do not succeed, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours to have cause an Accountant independent certified public accountant designated by Tenant, to be paid on an hourly and not a contingent fee basis, to audit and check at Licensee’s principal place of business upon no the subject annual statement, provided that Tenant (i) provides Landlord with not less than thirty (30) days advance prior written notice for a period that Tenant will perform such audit and (ii) actually commences such audit not to exceed fourteen later than thirty (1430) days following such notice to Landlord advises that the audit will be performed and (provided that Licensee is promptly responding iii) diligently pursues such audit to completion as quickly as reasonably possible. Landlord agrees to make available to Tenant’s auditors, at Landlord’s office in the Accountant ’s reasonable requests for documents and information)Building, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely relevant to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; providedaudit for review, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s but such books and records constitute and contain confidential information, and Licensormay not be photocopied or removed from Landlord’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and recordsoffices. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor Tenant shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion bear all costs of such audit, inform Licensee in writing except that, if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunderOperating Expenses of five percent (5%) or more, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objectionsLandlord’s auditors concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as to which the parties mutually agree in writing), stating then Landlord shall bear all costs of the basis thereofaudit. If the agreed or confirmed audit shows an underpayment of Operating Expenses by Tenant, are given Tenant shall pay to Licensee Landlord, within twenty-four thirty (2430) months days after the date renderedaudit is agreed to or confirmed, the amount owed to Landlord, and, after such written objectionif the agreed or confirmed audit shows an overpayment of Operating Expenses by Tenant, unless suit is instituted Landlord shall reimburse Tenant, within thirty-six thirty (3630) months days after the date renderedaudit is agreed to or confirmed, for such overpayment, plus interest at the Interest Rate. Licensor shall have no right, under common law or otherwise, Notwithstanding anything to examine or audit Licensee’s books and records other than in accordance with the provisions contrary set forth above, Tenant’s audit rights under this Paragraph 7.h. shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Paragraph 7 within the time stipulated in this Article 25 except Paragraph 7.e. for payment (including, without limitation, the contested amounts) and (ii) Tenant and Tenant’s auditor each executing, prior to the commencement of the audit, a customary and commercially reasonable non-disclosure agreement in which Tenant and Tenant’s auditor each agree to keep confidential, and not disclose to any other party (excluding their partners, lenders or legal counsel as may be required in the case normal course of court-ordered discovery their business or in enforcing the event terms of litigation. If an examination establishes an error this Lease or in Licenseecomplying with a legal obligation), the contents of Landlord’s computation records, the results of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If any such error is audit or any action taken by Landlord in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantresponse thereto.

Audit. Licensee shall keep and maintain complete and accurate books of account and records At its option, Lessor may at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofany time, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no not less than thirty (30) days advance days, prior written notice to Lessee, arrange for an Independent Certified Public Accountant of reputable standing selected by Lessor to conduct a period not to exceed fourteen complete audit (14including a physical inventory, if applicable) days (provided that Licensee is promptly responding of the entire records and operations of Lessee included in Gross Revenues from the Premises pertaining to the Accountant period covered by any statement issued by Lessee. Lessee shall make available to the Lessor’s reasonable requests for documents and information)auditor at the Premises or Lessee’s main accounting office on the day set forth in Lessor’s notice, requiring such audit, all of the financial records, source documents, variance reports, general ledgers, management reports, arrearage reports, check registers, and at Licensor’s sole expense, as necessary any other materials which such auditor reasonably requests in writing for the purpose of verifying the amounts due from Licensee performing such audit. Lessee shall promptly pay to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and Lessor the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their any deficiency in Percentage Rent payments disclosed by any such audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall if not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementdisputed. If Licensor such audit shall so examine Licenseedisclose that Lessee’s books and recordsstatement of Gross Revenues is at variance following the dispute resolution set forth below to the extent of five percent (5%) or more, then Licensor shall, within six (6) months of Lessor may ▇▇▇▇ to Lessee the conclusion cost of such audit, inform Licensee which Lessee shall pay within thirty (30) days after Lessee’s receipt of Lessor’s invoice. If such audit shall disclose an overpayment, Lessor shall credit such overpayment toward the next payment(s) of Rent due. In addition to the foregoing, and in writing addition to all other remedies available to Lessor, in the event Lessee and Lessor’s auditor shall schedule a date for an audit of Lessee’s records, and Lessee shall fail to be available upon three (3) days’ notice or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit. Lessor and Lessee agree to attempt to resolve any claim resulting therefrom. Licensor audit dispute not resolved in sixty (60) days following delivery of the final audit by submitting the results of the disputed audit to a mutually acceptable third-party Certified Public Accounting firm for its opinion, the fees of which shall be paid equally by both parties. Lessor shall additionally have such audit rights as are set forth by Section 18-102, City Code, which is deemed to have consented to all accountings rendered as being incorporated by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date renderedreference as if fully set forth herein. Licensor In addition Lessor shall have no rightthe ability but not the duty to conduct inspections, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions as are set forth in this Article 25 except in the case of courtSections ▇▇-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect ▇▇▇-▇▇▇, City Code, deemed as being incorporated by reference as if fully set forth herein, from time to the Included Programstime, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantPremises as provided.

Audit. Licensee Cornerstone shall keep and maintain true and complete and accurate books of account and records at its principal place of business in connection with each setting forth the gross sales of the Included Programs Product in the Territory, and pertaining of all matters relating to Licensee ’s compliance with the terms hereof, including, without limitation, copies computation of the statements referred Net Sales of the Product in the Territory, including quantities of Product used as clinical supplies or in patient assistance programs, volume of Product distributed, or records otherwise related to in Article 16 Cornerstone’s performance of its obligations under this Schedule. During the Term and Agreement, for up a period of [***] following such sales, such records shall be open to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licenseeinspection at Cornerstone’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than corporate headquarters on thirty (30) days advance written notice for provided by Chiesi, during the normal office hours of Cornerstone (but not more frequently than once per year) by a period not nationally recognized independent certified public accountant selected by Chiesi and reasonably acceptable to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information)Cornerstone, and retained solely for the purpose of auditing the same at LicensorChiesi’s sole expense; provided, as necessary however, that records with respect to any Calendar Quarter may be audited no more than once in connection with the same audit and/or subject matter; provided, further that nothing in this Section 6.5.1 shall limit Chiesi’s right to have audited Cornerstone’s records with respect to any Calendar Quarter in connection with Chiesi’s year-end review. Such audit shall be conducted exclusively for the purpose of verifying the amounts due from Licensee accuracy of reports delivered by Cornerstone to Licensor hereunder, Chiesi pursuant to Section 6.4 and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount Cornerstone’s determination of the license fees amounts payable or paid or payable hereunder ; provided, however, that each Licensor hereunder by Cornerstone to Chiesi hereunder. The accountant shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any sign a confidentiality agreement prepared by Cornerstone and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant then have the right to examine the records relating kept pursuant to Licensee’s business generally or with respect this Section 6.5.1 and report to any other content for purposes Chiesi the findings (but not the underlying data) of comparison or otherwisesuch examination of records. The Accountant accountant shall not be engaged on provide a contingency fee basis. Licensor acknowledges that Licensee’s books draft copy of the report to Chiesi and records constitute Cornerstone for review and contain confidential informationcomment, and Licensor’s Accountant must sign each of Chiesi and deliver Cornerstone shall have thirty (30) days after receipt of that report to Licensee a confidentiality agreement in a form acceptable review and comment on the report which comments shall be provided to Licensee prior the accountant and to engaging in any examination of Licensee’s books each other. The final report shall be provided simultaneously to Chiesi and records. Licensor may only make such an examination for a particular statement Cornerstone by the independent certified public accountant within twenty-four twenty (2420) months days after the date when Licensor receives accountant’s receipt and consideration of such statementcomments. If Licensor shall so examine Licensee’s books and recordsIn the event that an audit has been initiated by Chiesi, then Licensor shall, within six (6) months the records that have been the subject of the conclusion audit shall be kept until the later of such audit, inform Licensee in writing (i) the expiry of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to time period set out in Section 6.5.2 for the payment or credit of any objection by Licensor for amounts owing or (ii) the resolution of any reason unless specific objections, in writing, stating dispute arising from the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpaymentaudit. If such error is in excess examination of 10% records reveals more than a five percent (5%) underpayment of any amounts payable hereunder as compared to the amounts actually reported by Cornerstone as payable to Chiesi, as determined by such license fees due examination for the period covered which is the subject of such examination, the expenses for said accountant shall be borne by such audit, Licensee shall, in addition to making immediate payment Cornerstone. [***] Confidential portions of the additional license fees due, reimburse Licensor for exhibit have been omitted and filed separately with the reasonable third party out-of-pocket costs Securities and expenses incurred by Licensor for any audit conducted by the AccountantExchange Commissions.

Audit. Licensee At its option, Landlord may at any time, upon ten (10) business days' prior written notice to Tenant, arrange for an auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Tenant and/or any concessionaire concerning business transacted upon or includable in Gross Sales from the leased premises during the period covered by any statement issued by Tenant or a concessionaire as above set forth in Article III, provided no such audit shall keep and maintain complete and accurate books cover periods which are more than three (3) years prior to the date Tenant receives notice of account Landlord's intent to audit Tenant's records. Tenant shall make available to Landlord's auditor at the leased premises (or at Tenant's corporate headquarters, if elected by Landlord) within three (3) days following Landlord's notice requiring such audit, all of the books, source documents, accounts and records referred to in Section 3.01 of this Lease and any other materials which such auditor deems necessary or reasonably desirable for the purpose of making such audit. Tenant shall promptly pay to Landlord the amount of any deficiency in percentage rent payments disclosed by any such audit. If such audit shall disclose that Tenant's statement of Gross Sales is at its principal place variance to the extent of business two percent (2%) or more, Landlord may ▇▇▇▇ to Tenant the amount of any deficiency and the cost of such audit, which shall be paid by Tenant within fifteen (15) days after Tenant's receipt of Landlord's invoice; in connection the event Tenant fails to pay such discrepancy and costs, Landlord may terminate this Lease as set forth below and/or shall have such other rights and remedies as may be provided herein or at law arising by virtue of Tenant's failure to pay rent. If such audit shall disclose that Tenant's statement of Gross Sales is at variance to the extent of four percent (4%) or more, then Landlord, in addition to the foregoing remedy and other remedies available to Landlord, shall have the option, upon at least thirty (30) days' notice to Tenant, to declare this Lease terminated and the term ended, in which event this Lease shall cease and terminate on the date specified in such notice with each the same force and effect as though the date set forth in such notice were the date originally set forth herein and fixed for the expiration of the Included Programs term, and pertaining Tenant shall vacate and surrender the leased premises but shall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. In the event Tenant shall be required to Licensee ’s compliance pay any charges to Landlord as a result of an audit of Tenant's records pursuant to this Section 4.02, Landlord shall provide Tenant with a copy of the auditor's report. In addition to the foregoing, and in addition to all other remedies available to Landlord, in the event Landlord or Landlord's auditor shall schedule a date for an audit of Tenant's records in accordance with this Section, and Tenant shall fail to be available or shall otherwise fail to comply with the terms hereofrequirements for such audit, Tenant shall pay all costs and expenses associated with the scheduled audit. In addition to all other remedies available to Landlord, in the event that any such audit shall disclose that Tenant's records and other documents as referred to in Articles In and IV hereof and such other materials provided by Tenant to Landlord's auditor are inadequate, in the reasonable opinion of Landlord or Landlord's auditor (which, for the purposes of this paragraph, shall be an independent certified public accountant), to accurately disclose Tenant's Gross Sales, and Tenant fails to cure such inadequacy within five (5) business days after receipt of written notice thereof from Landlord, then Landlord shall be entitled to collect as additional rent from Tenant an amount equal to fifteen percent (15%) of the highest Effective Rent (minimum rent plus percentage rent) payable by Tenant in any of the three (3) preceding lease years. Landlord's exercise cf the foregoing remedy shall in no way limit or otherwise affect Landlord's ability to exercise other remedies available to it, nor shall Tenant's obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee Tenant's obligation with respect to the Licensed Content reporting Gross Sales and the amount payment of the license fees paid percentage rent) be in any manner reduced or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate diminished by the exercise of their audit rights such remedy. In the event that Tenant shall, following the exercise of such remedy, provide to Landlord all records and documentation as required to be provided pursuant to the terms of this Lease so that Licensee is only subject as to one audit under this Agreement permit Landlord's auditor to accurately establish Tenant's Gross Sales for any and all Territories during any twelve (12) month period. Under no circumstances the period in question, then Tenant shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or be permitted a credit with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If additional rent collected by Landlord from Tenant pursuant to this paragraph, with such error is in excess credit to be applied first against the installment of 10% of such license fees percentage rent due from Tenant for the period covered in question, with any remaining credit to be applied against the next installment of percentage rent payable by such audit, Licensee shall, Tenant. Neither the provisions of this Section 4.02 nor any other provisions in addition this Lease shall restrict Landlord's rights to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for discovery in any audit conducted by the Accountantlitigation or arbitration proceeding.

Audit. Licensee So long as no Event of Default exists, and subject to the provisions in this Section, Tenant may review Landlord’s records of Operating Expenses in Denver, Colorado during Landlord’s normal business hours. Tenant shall, within 180 days of Landlord’s delivery of a Reconciliation Statement, provide written notice to Landlord of Tenant’s request for an audit of Operating Expenses. Landlord shall keep then provide Tenant with applicable supporting data for such Reconciliation Statement. ▇▇▇▇▇▇ acknowledges and agrees that any information reviewed under this Section constitutes confidential information and Tenant covenants not to disclose any such information whatsoever without the express, written consent of Landlord, except that Tenant may share such information with accountants, attorneys and other professionals bound by agreement or professional ethics to maintain complete and accurate books the confidentiality of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereofsuch information. Further, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours right, after written notice to have Landlord, to disclose the fact of an Accountant to audit and check at Licenseesuch minimum amount of detail necessary in a judicial action, required securities disclosure or governmental action. If the audit establishes that the Reconciliation Statement overstated the sums alleged to be due from Tenant by more than 5% of the sums actually due, then Landlord shall pay Tenant’s principal place reasonable costs of business the audit promptly upon no receipt of supporting documentation and shall provide an amended Reconciliation Statement. If the sum due from Tenant on such amended Reconciliation Statement is less than thirty (30) days advance written notice for a period zero, then Landlord shall credit all such overpayments by Tenant toward other sums due, or to become due under this Lease except at expiration, such overcharges shall be paid to Tenant within 30 days. If the audit establishes that the Reconciliation Statement did not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant overstate Tenant’s amounts due by more than 5%, then Tenant shall pay Landlord’s reasonable requests for documents costs of such audit and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the forward any such amounts due from Licensee promptly upon receipt of supporting documentation. The audit rights of Tenant may only be exercised once for each Reconciliation Statement. If Tenant fails to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy meet all of the statements and other financial information delivered above conditions as a prerequisite to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have such right, the right of Tenant to examine records relating audit pursuant to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor this Section shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings waived. This Section shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating survive the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law expiration or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment earlier termination of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantLease.

Audit. Licensee shall keep and maintain complete and accurate (a) An independent certified public accountant appointed by Buyer may, at Buyer's expense, examine Seller's books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary solely for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere compliance with the terms of this Agreement. Such examination shall take place at a mutually agreed upon time and place, but in any event only during Seller's normal business activities hours and upon at least ten (10) business days' advance written request. Seller agrees to pay for the reasonable fees, costs and expenses charged by any certified public accountant engaged by Buyer for such review if the examination of Licensee, Licensee’s Seller's books and records pertaining solely reveals any material noncompliance with the terms of this Agreement. Prior to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any such independent certified public accountant's examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shallBuyer and such certified public accountant shall each execute a suitable confidentiality ----------------------------- *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") and have been filed separately with the SEC. agreement in favor of Seller, within six (6) months of the conclusion of agreeing to keep any information learned in such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunderexamination confidential, and said accountings shall be binding upon Licensor and shall not be subject to any objection use such information only for the purpose granted. (b) An independent certified public accountant appointed by Licensor for any reason unless specific objectionsSeller may, in writingat Seller's expense, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s Buyer's books and records other than in accordance solely for the purpose of verifying compliance with the provisions set forth terms of this Agreement. Such examination shall take place at a mutually agreed upon time and place, but in this Article 25 except in the case of court-ordered discovery in the any event of litigationonly during Buyer's normal business hours and upon at least ten (10) business days' advance written request. If an examination establishes an error in Licensee’s computation of license fees due with respect Buyer agrees to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket fees, costs and expenses incurred charged by Licensor any certified public accountant engaged by Seller for such review if the examination of Buyer's books and records reveals any audit conducted by material noncompliance with the Accountantterms of this Agreement. Prior to such independent certified public accountant's examination of such books and records, Seller and such certified public accountant shall each execute a suitable confidentiality agreement in favor of Buyer, agreeing to keep any information learned in such examination confidential, and to use such information only for the purpose granted.

Audit. Licensee Cornerstone shall keep and maintain true and complete and accurate books of account and records at its principal place of business in connection with each setting forth the gross sales of the Included Programs Product in the Territory, and pertaining of all matters relating to Licensee ’s compliance with the terms hereof, including, without limitation, copies computation of the statements referred Net Sales of the Product in the Territory, including quantities of Product used as clinical supplies or in patient assistance programs, volume of Product distributed, or records otherwise related to in Article 16 Cornerstone’s performance of its obligations under this Schedule. During the Term and Agreement, for up a period of [***] following such sales, such records shall be open to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licenseeinspection at Cornerstone’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than corporate headquarters on thirty (30) days advance written notice for provided by Chiesi, during the normal [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commissions. office hours of Cornerstone (but not more frequently than once per year) by a period not nationally recognized independent certified public accountant selected by Chiesi and reasonably acceptable to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information)Cornerstone, and retained solely for the purpose of auditing the same at LicensorChiesi’s sole expense; provided, as necessary however, that records with respect to any Calendar Quarter may be audited no more than once in connection with the same audit and/or subject matter; provided, further that nothing in this Section 6.5.1 shall limit Chiesi’s right to have audited Cornerstone’s records with respect to any Calendar Quarter in connection with Chiesi’s year-end review. Such audit shall be conducted exclusively for the purpose of verifying the amounts due from Licensee accuracy of reports delivered by Cornerstone to Licensor hereunder, Chiesi pursuant to Section 6.4 and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount Cornerstone’s determination of the license fees amounts payable or paid or payable hereunder ; provided, however, that each Licensor hereunder by Cornerstone to Chiesi hereunder. The accountant shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any sign a confidentiality agreement prepared by Cornerstone and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant then have the right to examine the records relating kept pursuant to Licensee’s business generally or with respect this Section 6.5.1 and report to any other content for purposes Chiesi the findings (but not the underlying data) of comparison or otherwisesuch examination of records. The Accountant accountant shall not be engaged on provide a contingency fee basis. Licensor acknowledges that Licensee’s books draft copy of the report to Chiesi and records constitute Cornerstone for review and contain confidential informationcomment, and Licensor’s Accountant must sign each of Chiesi and deliver Cornerstone shall have thirty (30) days after receipt of that report to Licensee a confidentiality agreement in a form acceptable review and comment on the report which comments shall be provided to Licensee prior the accountant and to engaging in any examination of Licensee’s books each other. The final report shall be provided simultaneously to Chiesi and records. Licensor may only make such an examination for a particular statement Cornerstone by the independent certified public accountant within twenty-four twenty (2420) months days after the date when Licensor receives accountant’s receipt and consideration of such statementcomments. If Licensor shall so examine Licensee’s books and recordsIn the event that an audit has been initiated by Chiesi, then Licensor shall, within six (6) months the records that have been the subject of the conclusion audit shall be kept until the later of such audit, inform Licensee in writing (i) the expiry of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to time period set out in Section 6.5.2 for the payment or credit of any objection by Licensor for amounts owing or (ii) the resolution of any reason unless specific objections, in writing, stating dispute arising from the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpaymentaudit. If such error is in excess examination of 10% records reveals more than a five percent (5%) underpayment of any amounts payable hereunder as compared to the amounts actually reported by Cornerstone as payable to Chiesi, as determined by such license fees due examination for the period covered which is the subject of such examination, the expenses for said accountant shall be borne by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantCornerstone.

Audit. Licensee Tenant shall keep and maintain complete and accurate have the right to have Landlord's books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee ’s compliance with Operating Expenses for the terms hereofBase Year or any Comparison Year, including, without limitation, copies of during the statements referred to in Article 16 Term of this Schedule. During the Term Lease reviewed, copied and for up to twenty-four audited (24"Tenant's Audit") months thereafter, but no provided that (i) such right shall not be exercised more than once during any twelve calendar year; (12ii) month periodif Tenant elects to conduct Tenant's Audit, Licensor Tenant shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon provide Landlord with written notice thereof no less later than thirty (30) days advance following Tenant's receipt of Landlord's statement of Operating Expenses for the year to which Tenant's Audit will apply; (iii) Tenant shall have no right to conduct Tenant's Audit if Tenant is, either at the time Tenant forwards Landlord written notice for a period that Tenant's Audit will be conducted or at any time during Tenant's Audit, then in default under this Lease; iv) conducting Tenant's Audit shall not relieve Tenant from the obligation to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expensepay Tenant's Proportionate Share of Operating Expenses, as necessary for billed by Landlord, pending the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion outcome of such audit, inform Licensee in writing ; (v) Tenant's right to conduct such audit for any calendar year shall expire thirty (30) days following Tenant's receipt of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunderLandlord's statement of Operating Expenses for such year, and said accountings shall be binding upon Licensor and shall if Landlord has not be subject to any objection by Licensor for any reason unless specific objectionsreceived written notice of such audit within such thirty (30) day period, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor Tenant shall have no right, under common law or otherwise, waived its right to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If conduct Tenant's Audit for such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.calendar year; (vi) Tenant's Audit