Common use of Audit Clause in Contracts

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program 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 four 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 (412) years from month period. Under no circumstances shall Licensor or the date 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 first exhibition of books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the particular Included Program. The acceptance by date when Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any receives such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit so examine Licensee’s books and records, then Licensor shall, within 6 six (6) months of the conclusion of such audit, inform Licensee, Licensee in writing of any claim resulting therefrom 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 (including a true copy of 24) months after the auditor’s report)date rendered, and, except for after such written objection, unless suit is instituted within thirty-six (36) months after the claims 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 such notice, all statements rendered by Licensee with respect to this Article 25 except in the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law case of court-ordered discovery in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings)litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums due to Licensorlicense fees due, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) reimburse Licensor for the reasonable direct third party out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall audit conducted by the additional sums so paid exceed the amount of the errorAccountant.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain during the Term and one year thereafter complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program for the number of Authorized Subscribers during the Term at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Section 17 of this Agreement. Upon ten (10) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to have a nationally recognized auditor audit and check (but not copy) at Licensee’s principal place of business, Licensee’s books and such records pertaining to for the then-current year and the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Ifprior year. Such audit shall be conducted in a manner that does not unreasonably interrupt Comcast’s normal business and shall last no longer than 30 days. Licensor shall provide the results of such audit Licensee’s books and records, then Licensor shall, to Licensee within 6 six months of the conclusion completion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If if an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, and upon agreement of the parties and execution and delivery by Licensor of a release that is acceptable to Licensee, Licensee shall immediatelypromptly pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of five percent (5%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, that such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program 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 four (4) years verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the date 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. 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 first exhibition of books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the particular Included Program. The acceptance by date when Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any receives such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit so examine Licensee’s books and records, then Licensor shall, within 6 six (6) months of the conclusion of such audit, inform Licensee, Licensee in writing of any claim resulting therefrom 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 (including a true copy of 24) months after the auditor’s report)date rendered, and, except for after such written objection, unless suit is instituted within thirty-six (36) months after the claims 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 such notice, all statements rendered by Licensee with respect to this Article 25 except in the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law case of court-ordered discovery in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings)litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums due to Licensorlicense fees due, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) reimburse Licensor for the reasonable direct third party out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall audit conducted by the additional sums so paid exceed the amount of the errorAccountant.

Audit. During the Term, Term and for a period of twenty-four (24) months two years thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event provided that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new only audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings)any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums due to Licensor Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, which Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 5% ten percent (10%) of such license fees due for the sums due to Licensor for period covered by such period (and provided that such error is either acknowledged by audit, Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, that such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business in connection with each of the Licensed Films and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Section 16 of this Schedule. Licensor shall have the right, during the Term and for a period of four two (42) years from the date of thereafter, upon at least thirty (30) days prior notice, at Licensor’s expense, no more than once a year and during business hours to audit and check at Licensee’s first exhibition principal place of business, Licensee’s books and records pertaining to the accuracy of the particular Included Programstatements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. No period may be audited more than once pursuant to the audit rights hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Licensed Films, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 5% of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct verifiable out-of-pocket costs and expenses incurred by Licensor for any audit, and (ii) reasonable outside attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of Licensor’s inside costs remain in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During (i) ETV’s representatives shall have the right, not more than twice during the Term, to review and for a period of twenty-four (24) months thereafter/ or audit the SMS, Licensor’s authorized independent representatives mayCAS, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books other related systems and records of Licensee as are reasonably necessary to verify SMS of the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior Operator relating to the commencement Subscribed Channels for the purpose of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during verifying the Term or more than one time after the expiration correctness of the Term (and, so long as Licensee is promptly responding to the auditorinformation contained in Subscriber Reports and Operator’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere full compliance with the normal business activities of Licensee. Commencing as terms and conditions of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor such review and or audit reveals that additional license fees are payable to ETV, the Operator shall audit Licensee’s books and recordsimmediately pay such additional license fees, then Licensor shall, within 6 months as increased by interest levied at the rate of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom twenty four percent (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (2024%) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings)per annum. If an examination establishes an error in Licensee’s computation of any license fees due for any period exceed the sums Monthly License Fees reported by the Operator to be due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period by 2% (and provided that such error is either acknowledged by Licensee two percent) or confirmed by a final non-appealable order of a court of competent jurisdiction)more, then Licensee the Operator shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensorall of ETV’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs incurred in connection with such claims); providedreview and/or audit, howeverand take any necessary actions to avoid such errors in the future. (ii) The Operator shall remain the sole owner and holder of all customer databases compiled by the Operator under the Agreement. (iii) ETV’s auditors shall also have the right to review or audit the books of accounts and records of Operator relating to the Subscribed Channels, that in no event shall once during the additional sums so paid exceed Term, for the amount purpose of verifying the correctness of the erroramounts payable to ETV under this Agreement and the correctness of the information contained in Subscriber Reports. The scope of such Audit shall be as set out in Annexure F. If such review or audit reveals that additional fees are payable to ETV (“Additional Fees determined by Commercial Audit”), Operator shall immediately pay such Additional Fees determined by Commercial Audit, as increased by interest levied at the rate of twenty four percent (24%) per annum. If such Additional Fees determined by Commercial Audit is more than five percent (5%) of the Monthly License Fees for the applicable period already paid by Operator to ETV, the Operator shall pay all of ETV’s costs incurred in connection with such review and/or audit, and undertake to take any necessary actions to avoid such errors in the future. Further in such a case where there is a discrepancy of 5% or more, as detailed in this clause, ETV shall be permitted to be undertake such review/audit carried once in every quarter henceforth, however at the ETV’s sole discretion. For the sake of clarity, if such quarterly review/audit shows any discrepancy,’’ then the Operator shall be liable to reimburse the ETV’s costs incurred in connection with such review and/or audit. (iv) The Operator shall provide full cooperation to ETV’s Auditors in order to carry out the audit including but not limited to granting unfettered, unqualified and unrestricted access to the Operator’s facilities and systems including but not limited to SMS, CAS, IT systems and providing documents as may be required by the Auditors. The Operator shall have no objection to Auditors carrying/using their own equipment’s, systems including but not limited to laptop, software & hardware for conducting such audit and shall be provided with free ingress and egress from the premises where in such audit is conducted. This shall also apply to Technical Audits. Any breach by or on the part of the Operator with regard to the above covenants shall be construed as material breach of this Agreement. (v) The Operator will maintain at its own expense a subscriber management system (“SMS”) capable of, at a minimum: (a) maintaining a computerized customer database capable of recording adequate details of each Subscriber, including name, address, chosen method of payment and billing; (b) administering subscriptions of Subscribers by producing and distributing contracts for new Subscribers and setting up and maintaining an infrastructure whereby Subscriber contracts are collected and recorded in the SMS database for ongoing administration; (c) handling all ongoing administrative functions in relation to Subscribers, including, without limitation, billing and collection of subscription payments, credit control, sales enquiries and handling of complaints; (d) administering payments of any commission fees from time to time payable to the Operator’s authorized agents for the sale to Subscribers of programming packages; (e) obtaining and distributing receivers and smartcards, if applicable, to Subscribers, and issue replacement smartcards from time to time in its discretion; and (f) Enable new Subscribers via the SMS over‐the‐air addressing system and disable defaulting Subscribers from time to time in its discretion.

Audit. During Licensor or its authorized agent shall have the Termright from time ----- to time, and for a period at any reasonable time but not more than once in any calendar year, to examine and to perform tests of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to the Licensee, audit such 's books and records of Licensee as are reasonably necessary and undertake other reasonable procedures to verify compliance by Licensee with the accuracy provisions of payments made to Licensor under this Agreement. Licensor’s representative The cost of said examination and tests shall be a third party independent nationally recognized cable auditborne by Licensor, law unless the royalties or accounting firm designated other amounts owing to Licensor by Licensee hereunder are discovered to have been understated or underpaid by five percent (5%) or more over the period since the last such examination or test, in which case Licensee shall pay forthwith to Licensor the cost of such examination and/or test, and approved by Licensee, such approval not all payments found to be unreasonably withhelddue, and such cablewith interest thereon, auditat the rate of five hundred (500) basis points over the Prime Rate (as defined below) per annum, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (andmaximum legal rate, so long as Licensee whichever is promptly responding to the auditor’s reasonable requests for documents and informationless, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years computed from the date of Licensee’s first exhibition said unpaid payments would have been due had they been properly accounted for until the date they are actually paid. The "Prime Rate" shall mean the Prime Rate October 27, 1994 (the base rate on corporate loans posted by at least seventy-five percent (75%) of the particular Included Programnation's thirty (30) largest banks), as published in The Wall Street Journal on the business day immediately following any day on which Licensee shall have failed to make a payment under this Agreement when due. The acceptance by If any such examination or tests reveal that Licensee has understated or underpaid the royalties and/or other payments owing to Licensor hereunder and/or under all other license agreements of any statement which Licensee or payment shall be without prejudice to any of Licensor’s rights its affiliates and Licensor are parties by two hundred thousand dollars ($200,000) or remedies more over the period since the last such examination or test, Licensor shall have the right, at its sole and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statementabsolute discretion, to terminate this Agreement immediately, and Licensee shall remain fully liable for have no right to cure any balance due such underpayment prior to such termination. In addition, if any two (2) such examinations shall each reveal that Licensee has understated or underpaid the royalties and/or other payments owing to Licensor hereunder and/or under all other license agreements of which Licensee or any of its affiliates and Licensor are parties by ten percent (10%) or more over the terms of this Agreement. If respective periods since the last such examinations or tests, Licensor shall audit Licensee’s books have the right at its sole and recordsabsolute discretion, then Licensor shallto terminate this Agreement immediately, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed no right to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to cure any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all under payment prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errortermination.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee Comcast shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition in connection with each of the particular Included ProgramProgram assets and pertaining to Comcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in this Section 21. The Upon ten (10) business days’ written notice, and no more than once per calendar year during the Term and once during the two (2) year period following the end of the Term, Studio shall have the right during business hours to audit and check at Comcast’s principal place of business, Comcast’s books and records pertaining to the accuracy of the license fees paid or payable hereunder in the then current calendar year and immediately preceding calendar year. and Comcast’s compliance with this Agreement. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor Studio from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any such information shall be deemed confidential information of Comcast in accordance with Section 28. Studio must make any claim against Comcast within the earlier of three (3) months after Studio or Studio's representative leaves Comcast's offices or twenty-four (24) months after the close of the earliest month that is the subject of such claim. If Licensor shall audit Licensee’s books and recordsa claim is not made within any limitation set forth herein, then Licensor shallthe Fee payments and all reports required hereunder shall be deemed final and incontestable, within 6 months and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except license fees due for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and is revealed by any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to LicensorComcast shall, in addition to making prompt payment of the additional sums due amount of such discrepancy, pay to Licensor, Studio (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct documented out-of-pocket costs of and expenses incurred by Studio for such examination audit, and (but only to ii) reasonable attorney’s fees actually incurred by Studio in enforcing the extent that collection thereof. Any overpayment identified by such sums are actually audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Licensor Studio to outside auditors, it being expressly understood that Licensee Comcast within thirty (30) days after Studio’s receipt of the audit report. Non-Disparagement. Studio shall not be responsible for in any portion way include programming, information (e.g., a “crawl”, pop-up or “placard”) in the Included Programs that is intended to disparage any member(s) of Licensor’s inside costs in connection with such claimsthe Comcast Group, any System, or the Licensed Service(s) or otherwise negatively portray any member(s) of the Comcast Group, any Systems or the Licensed Service(s); provided, however, that this provision shall not prohibit Studio from engaging in no event shall advertising or promotion for the additional sums so paid exceed Included Programs or responding to viewer inquiries, provided that any such communications, advertisements and promotions are in accordance with the amount of the errorprovisions set forth in this Agreement.

Audit. During Licensee shall maintain current, accurate and complete books and records regarding the Database and the use thereof during the Term and for a minimum of six (6) years following termination or expiration of this Agreement. At any time during the Term, and thereafter for a period of twenty-four three (243) months thereafteryears, Licensor’s authorized independent representatives mayLicensor or its designees may examine, during regular business hours inspect and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records and any source documents pertaining thereto for the purpose of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under verifying Licensee's compliance with this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable auditSuch examination, law inspection or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expensetake place during normal business hours upon not less than two (2) days' prior notice. Licensor may not audit more than one time per year may, during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion course of such audit, inform make such copies and extracts of Licensee's books and records as Licensor may deem appropriate to the extent they relate to the Database, in writing of any claim resulting therefrom (including a true copy use thereof, calculation of the auditor’s report)License Fee or compliance with this Agreement. Licensee agrees to fully cooperate, andand cause its employees and agents to fully cooperate, except for with Licensor and/or its designees in the claims set forth in conduct of such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in In the event that after such audit, Licensor disputes any calculation of the License Fee (the "Disputed Amount") previously made by Licensee, Licensor shall deliver a written notice of such dispute to Licensee (the "Dispute Notice"). If Licensor and Licensee are unable to resolve such dispute within thirty (30) days following the delivery of the Dispute Notice, Licensor and Licensee shall immediately submit the dispute for resolution to a nationally recognized public accounting firm to be mutually agreed upon by Licensor and Licensee (the "Accounting Firm"). In connection with the resolution of any such dispute, the Accounting Firm shall have concealed information from or provided false information or failed reasonable access during normal business hours to make available all pertinent information requested by Licensor’s auditorsof Licensee's books, records, facilities and personnel reasonably necessary to perform its functions hereunder. Licensor shall commence an action or proceeding The decision of the Accounting Firm with respect to any such claim within twenty (20) months dispute shall be final, conclusive and binding upon the parties. If the Accounting Firm determines that Licensee's calculation of the commencement of any audit hereunder or License Fee is understated, then Licensee shall forever be barred from bringing same. pay to Licensor may not commence a new audit until all prior audits have been closed such understated amount (i.e., after delivery the "Adjusted-Amount-') within fifteen (15) days of the notice Accounting Firm's determination. If the Accounting Firm determines that Licensee's calculation of the auditor’s findings)License Fee is understated by more than the lesser of (i) $5,000 and (ii) five percent (5%) of the Disputed Amount, then, in, addition to the Adjusted Amount, Licensee shall pay the entire cost of the Accounting Firm's engagement and the costs of Licensee's inspection of the books and records of Licensee simultaneously with the payment of the Adjusted Amount. If an examination establishes an error in the Accounting Firm determines that Licensee’s computation 's calculation of License Fee is understated by more than the lesser of (i) $10,000 and (ii) ten percent (10%) of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction)Disputed Amount, then (x) Licensee shall pay to Licensor, in addition to the additional sums due Adjusted Amount, a penalty equal to ten (10) times the Adjusted Amount along with the costs and expenses set forth in the preceding sentence. In all other events, the cost of the Accounting Firm's engagement and the costs of Licensor, (i) interest on such additional sums computed at ' inspection of the best rate charged books and records of Licensee shall be borne by Licensor’s principal bank . Nothing in this Section 17 will be construed as prohibiting Licensor from pursuing any other remedies available to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion breach of Licensor’s inside costs in connection with such claims); providedthis Agreement, however, that in no event shall including the additional sums so paid exceed the amount recovery of the errormoney damages.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee Comcast shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition in connection with each of the particular Included ProgramProgram assets and pertaining to Comcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in this Section 21. The Upon ten (10) business days’ written notice, and no more than once per calendar year during the Term and once during the two (2) year period following the end of the Term, Studio shall have the right during business hours to audit and check at Comcast’s principal place of business, Comcast’s books and records pertaining to the accuracy of the Fees paid or payable hereunder in the then current calendar year and immediately preceding calendar year. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor Studio from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement. If Licensor Studio shall provide the results of such audit Licensee’s books and records, then Licensor shall, to Comcast within 6 three (3) months of conducting the conclusion audit and any such information shall be deemed confidential information of such audit, inform Licensee, Comcast in writing of accordance with Section 28. Studio must make any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee against Comcast with respect to unpaid Fees that were the subject of an audit within six (6) months after Studio receives the final results from such audit (but in no case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If such claim is not made within the time frame permitted by the immediately preceding sentence, then the Fee payments that were the subject of such audit and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of the Fees due for the period covered by such audit and is revealed by any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to LicensorComcast shall, in addition to making prompt payment of the additional sums due amount of such discrepancy, pay to Licensor, Studio (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct documented out-of-pocket costs of and expenses incurred by Studio for such examination audit, and (but only to ii) reasonable attorney’s fees actually incurred by Studio in enforcing the extent that collection thereof. Any overpayment identified by such sums are actually audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future Fees payable hereunder; or (b) be paid by Licensor Studio to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of LicensorComcast within thirty (30) days after Studio’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount receipt of the erroraudit report.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program 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 four (4) years verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the date 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. 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 first exhibition of books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the particular Included Program. The acceptance by date when Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any receives such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit so examine Licensee’s books and records, then Licensor shall, within 6 six (6) months of the conclusion of such audit, inform Licensee, Licensee in writing of any claim resulting therefrom 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 (including a true copy of 24) months after the auditor’s report)date rendered, and, except for after such written objection, unless suit is instituted within thirty-six (36) months after the claims 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 such notice, all statements rendered by Licensee with respect to this Article 25 except in the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law case of court-ordered discovery in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings)litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums due to Licensorlicense fees due, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) reimburse Licensor for the reasonable direct third party out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall audit conducted by the additional sums so paid exceed the amount of the errorAccountant.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program 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 Section 16 of this Schedule. Upon ten (10) Business Days’ notice, and no more than once per calendar year, Licensor shall have the right during the Term and for a period of four two (42) years from the date of thereafter, during business hours to audit and check at Licensee’s first exhibition principal place of business, Licensee’s books and records directly relevant to the accuracy of the particular Included Programstatements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an actual error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such actual error is in excess of five percent (5%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, that such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives The University may, during regular upon five (5) business hours and upon reasonable days advance written notice specifying any time of at least twenty day during Licensee's business hours (20) Business Days or if Licensee has no set business hours then during the hours of 8AM to Licensee4PM), either itself or using a third party agent, audit such Licensee's books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by at Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal 's place of business for the purpose of verifying Licensee's reports and compliance by Licensee in all other respects with this Agreement. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months and in no case shall University be permitted to repeat an audit of books for a period previously audited unless Licensee has undergone a restatement of four (4) years from its records for that period. Notwithstanding the date foregoing, Licensee will grant University, or its auditor, access to all of Licensee’s first exhibition records for all prior periods to the extent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, Licensee will promptly pay the underpayment to University including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due University until such overpayment has been recovered by Licensee. If any audit leads to the discovery of the particular Included Program. The acceptance by Licensor an underpayment in respect of any statement Calendar Quarter of more than five percent (5%) between amounts due in respect of such quarter and amounts reported to be due by Licensee in its quarterly report for such quarter or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms otherwise reveals a previously undisclosed material breach of this Agreement, Licensee will, within thirty (30) days after written notice from the University, reimburse the University for all of its costs related to the audit. If Licensor shall Otherwise, any audit will be at the University’s expense. Licensee will, in any event and without regard to the size of the discrepancy, immediately pay to the University the amount of any previous underpayment, including interest from the time such amount was due until paid in full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at University’s option, by the University itself or by an auditor selected by University and reasonably acceptable to the Licensee. For the avoidance of any doubt, University’s right to audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Permitted Sublicensees to the same extent that it applies to Licensee. Failure by Licensee, an Affiliate or a Permitted Sublicensee to permit University to conduct an audit as set forth in this Section 5.05 will immediately give University the right to suspend the non-compliant party’s rights under the Patent Rights and/or Copyright [DELETE IF NO COPYRIGHT] until such time as said party becomes compliant with this Section 5.05. University’s right to audit Licensee’s books and records, then Licensor shall, within 6 months in accordance with this Section 5.05 will extend for three (3) years after the expiration or termination of the conclusion of such audit, inform Licensee, in writing of this Agreement for any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further auditreason. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with With respect to any such claim within twenty (20University’s rights under a continuing Sublicense under Section 2.03(A) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction2.03(E), then Licensee shall pay University’s right to Licensor, in addition to audit the additional sums due to Licensor, Sublicensee’s books will extend for three (i3) interest on such additional sums computed at years after the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs expiration or termination of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible said Sublicense for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorreason.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain maintain, and shall cause each Approved System to keep and maintain, complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Films and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included ProgramStatements and program guides referred to in Article 12 hereof. Licensor shall have the right during business hours to appoint an independent third party auditor to audit and check (accompanied, if required by Licensee’s contract with such Approved System, by a designee of Licensee and provided Licensee uses best efforts to make a designee available for such purpose) at Licensee’s and each Approved System’s principal place of business, Licensee’s or such Approved System’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee or by such respective Approved System to Licensee and the amount of the Licence Fees paid or payable hereunder and to ensure compliance with Article 19 hereof. Licensor shall not be permitted to audit Licensee or any Approved System more than once during the Avail Term and shall provide at least 7 days written notice prior to conducting its audit. Licensee shall enter into agreements with each Approved System which incorporates the audit provisions set forth above. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of Licence Fees due with respect to the sums Included Films, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of 1½% % of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 5% of such Licence Fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums Licence Fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) reasonable attorney’s fees incurred by Licensor in enforcing the reasonable direct out-of-pocket costs collection thereof. In the event that the rate of interest set forth in this Article exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of Licensor’s inside costs remain in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program 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 reports referred to in Clause 15 hereof for a period of four two (42) years from after termination or expiration of this Agreement. Licensor shall have the date of right, exercisable no more than once per calendar year, on no less than five (5) days written notice to Licensee, and at a time and place to be mutually agreed upon by Licensor and Licensee, to audit and check Licensee’s first exhibition books and records pertaining to the accuracy of the particular Included Programstatements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months the good faith undisputed results of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of License Fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of 2% above the prime rate of interest announced by Bank of America at such time or the maximum rate permitted by applicable law. If such error is in excess of 10% of such License Fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums License Fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid attorney’s fees incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall enforcing the additional sums so paid exceed the amount of the errorcollection thereof. [#Re-instated.]

Audit. During the Term, and for a period of twenty-four (24a) months thereafter, Licensor’s authorized independent Muzak or its representatives may, upon giving Licensee 30 days' (or 10 days' in the case of an audit following a request for Muzak's consent to a transfer under Article XII hereof) written notice, enter the premises of Licensee (and of any person doing business [an "affiliated person"] controlling, controlled by or under common control with Licensee) during regular normal business hours for inspection and upon reasonable advance written notice audit of the business and records of Licensee and of such affiliated person, provided that such inspection and audit shall be no more extensive than is required to verify that none of Licensee's or such affiliated person's revenues should have been reported as Gross ▇▇▇▇▇▇▇▇ or as charges for Recorded Media and Adjunct Services and that Licensee's payments to Muzak have been properly computed in accordance with the provisions of Article VI of this Agreement. Licensee shall cooperate with any such inspection and audit. Muzak shall not assess Licensee for amounts found, as a result of such audit, to be owing hereunder if such amounts derive from a reporting period that ended more than two years prior to the date such audit commenced, provided that Licensee has not knowingly maintained false books or records, or knowingly submitted false reports to Muzak. (b) During any audit hereunder, Muzak or its representatives (at least twenty (20Muzak's cost and expense) Business Days to Licensee, audit such may make mechanical copies of only those books and records of Licensee that are necessary for the verification of Licensee's statements and accountings to Muzak and were physically examined as are reasonably necessary part of the audit. Muzak shall take reasonable precautions to verify safeguard the accuracy confidentiality of payments made such copies and shall destroy any such copies upon the mutually-confirmed completion of the audit and payment in full of any royalties and other charges determined to Licensor under this Agreementbe owing to Muzak as a result of the audit. Licensor’s representative Nothing contained herein shall be a third party independent nationally recognized cable auditconstrued as in any way limiting Muzak's right manually to copy or make abstracts of Licensee's or any affiliated person's books and records or to make any notes or the like whatsoever; provided, law however, that such manual copies or accounting firm designated by Licensor abstracts (and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit any copies thereof) shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during destroyed upon the Term or more than one time after the expiration mutually- confirmed completion of the Term audit. (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4c) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in In the event that Licensee shall have concealed information from any audit conducted by or provided false information on behalf of Muzak results in a determination that there has been either an underpayment or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months overpayment of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e.amounts due Muzak hereunder, then within 30 days after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such auditdetermination, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction)Muzak, then Licensee as the case may be, shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at other the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs amount of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims)underpayment or overpayment; provided, however, that in no the event that Licensee disputes the results of any such audit, the parties shall attempt to resolve the additional sums so paid exceed matter by conducting a new audit under the amount joint supervision of their respective independent certified public accountants. In the event that such new audit resolves the dispute, the cost of each party's independent certified public accountants shall be borne by the respective party. In the event that such new audit fails to resolve the dispute, the matter shall be resolved by arbitration under the rules of the errorAmerican Arbitration Association, and the losing party shall pay both parties' entire costs of the second audit. (d) If it is determined as a result of an audit that there has been an underpayment of seventeen percent (17%) or more of the amounts due Muzak for any given calendar year, Licensee shall pay to Muzak, within thirty (30) days after such determination and in addition to all other amounts due under this Agreement, a penalty equal to fifteen percent (15%) of the underpayment for that year. The foregoing remedies shall be in addition to any other remedies Muzak may have for such underpayment. (e) Muzak and Licensee shall confirm, at the conclusion of the audit and following payment of any monies found owing as a result of the audit, that such audit has been completed and that the periods audited shall not be audited again absent a showing that Licensee knowingly maintained false books and records for such period.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 16 hereof and Third Party License Agreements referred to in Article 19 hereof. Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder and to ensure compliance with Article 17.3 hereof. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) reasonable outside attorneys fees incurred by Licensor in enforcing the reasonable direct out-of-pocket costs collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of Licensor’s inside costs remain in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During RFSP (or RFSP’s designee) shall have the Termright, from time to time at reasonable times during normal business hours through an independent certified accountant, to examine the records of Pharmasset, including, without limitation, sales invoice registers, sales analysis reports, original invoices, inventory records, price lists, sublicense and distributor agreements, accounting general ledgers, and for a period of twenty-four (24) months thereaftersales tax returns, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary in order to verify the accuracy calculation of payments made to Licensor under this Agreementany Royalties or other payments. Licensor’s representative Such examination and verification procedures shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit occur more than one time per year once each twelve (12) month period during the Term or more than one time after and the expiration of the Term twelve (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a 12) month period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms immediately following termination of this Agreement. If Licensor shall audit Licensee’s Before permitting such independent certified accountant to have access to such books and records, then Licensor shallPharmasset may require that such independent certified accountant sign a confidentiality agreement (in form and substance reasonably acceptable to Pharmasset) as to any confidential information which is to be provided to such independent certified accountant or to which such independent certified accountant will have access, within 6 months of while conducting the conclusion of such audit, inform Licensee, in writing of examination and verification under this Section 5.8. The independent certified accountant will prepare and provide to each Party a written report stating whether the royalty reports submitted and Royalties paid are correct or incorrect and the details concerning any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit discrepancies which report and any prior period amounts owed shall be conclusive final and binding on upon the parties and Parties. Such independent certified accountant may not subject reveal to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law RFSP (or its designee) any Confidential Information learned in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs course of such examination and verification other than the amount of any such discrepancies. In the event there was an underpayment by Pharmasset hereunder, Pharmasset shall promptly (but only in no event later than thirty (30) days after RFSP’s receipt of the independent certified accountant’s report) pay to RFSP the extent that such sums are actually paid shortfall amount. In the event there was an overpayment by Licensor Pharmasset hereunder, RFSP shall promptly (but in no event later than thirty (30) days after RFSP’s receipt of the independent certified accountant’s report) refund to outside auditorsPharmasset or credit to future Royalties, it being expressly understood that Licensee at RFSP’s option, the excess amount. RFSP (or its designee) shall not be responsible for any portion the fees and expenses of Licensor’s inside costs in connection with performing such claims); examination and verification, provided, however, that in no event if such examination and verification reveals an underpayment by Pharmasset of more than five percent (5%), or any overpayment, for any quarter examined, Pharmasset shall the additional sums so paid exceed the amount of the errorbe responsible for such fees and expenses.

Audit. During Seller will have the Termright, at its 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 hours, and upon reasonable prior written notice, to Buyer’s books, records and accounts (including, without limitation, electronic records and accounts) as may be reasonably necessary to verify the accuracy of Net Sales, Sublicense Receipts and Royalties, as applicable, for a any period of ending not more than twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement date of an auditsuch request; provided, however, that Seller will not have the right to 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 Seller only the results of its audit and not any other information. Any such audit shall be at Licensormade during Buyer’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable normal business hours and in such a manner as shall not unreasonably to interfere with the normal business activities of LicenseeBuyer and shall be completed within a reasonable timeframe. Commencing as Seller will bear all the costs of such audit, unless a discrepancy of more than 5% exists in favor of the Effective DateSeller in which case the Buyer will bear the costs of said audit. If, each 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 shall be limited to verify Seller’s audit results and the discrepancies found during the first audit, and, assuming the two Term Years prior audits reconcile, Buyer shall make such additional payments within thirty (30) days after the date on which such second accounting firm’s written report is delivered to Buyer. Buyer will promptly, but no later than 7 days after the then-current Term Year (it being understood receipt of the second accounting firm's written report, give a copy of that accounting statements covering periods prior report to Seller. If the Effective Date shall be governed by results of the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records two audits do not reconcile, then the parties must engage in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business good faith negotiations for a period of four thirty (430) years from days with the date view of Licensee’s first exhibition 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 particular Included ProgramInstitute 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 acceptance by Licensor of any statement or payment shall be without prejudice third auditor will provide its draft report to any of Licensor’s rights or remedies Seller and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, Buyer for their reasonable comment and Licensee shall remain fully liable for any balance due under the terms of this Agreementreview before finalizing same. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months The determination of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall third auditor will be conclusive final and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee absence of manifest error. The parties shall have concealed information from or provided false information or failed equally share the costs incurred by the third auditor to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months be conducted, unless the third audit substantially confirms the results of the commencement of any either parties’ individual audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of in which case the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs cost of such examination (but only to the extent that such sums are actually audit shall be paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorother party hereto.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete all relevant information and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program documents at its principal place of business in connection with Licensee’s reporting and payment obligations under this Agreement and copies of the statements referred to in Article 15 of this Schedule. During the Term and for a period of four one (41) years from year thereafter Licensor shall have the date of right to engage an accounting firm (which shall be an independent representative and which the parties acknowledge includes Sargoy ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Pricewaterhouse Coopers LLP, KPMG LLP and Ernst & Young LLP) during normal business hours to audit and check at Licensee’s first exhibition principal place of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statementbusiness, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months records pertaining to the accuracy of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy statements and other financial information delivered to Licensor by Licensee and the amount of the auditor’s report)license fees paid or payable hereunder; provided, andhowever, except for the claims set forth in such notice, all statements rendered by Licensee with respect that Licensor shall not be entitled to the period covered by conduct more than one such audit and in any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty twelve (2012) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings)month period. If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, and if the underpayment is five percent (5%) or more, Licensee shall pay the License Fees plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of two percent (2%) plus the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged reasonable out-of-pocket third party costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) the reasonable direct out-of-pocket costs attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of remain in full force and effect. Licensor’s inside costs in connection with claims related to an audit shall be waived if Licensor fails to make any claim based on such claims)audit within twelve (12) months after the completion of the audit; provided, however, that in no event shall the additional sums so paid exceed the amount of the errorauditor has timely received all relevant information and documents requested from Licensee.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor Such audit shall audit be subject to Licensee’s books reasonable security and recordsconfidentiality requirements, then and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor shall, within 6 months of thirty (30) days after the conclusion of such the audit. If the audit shows an overpayment, inform Licensee, in writing of any claim resulting therefrom Licensor shall pay the overpaid amount to Licensee within thirty (including a true copy 30) days after the conclusion of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to If any such claim within twenty underpayment is in excess of ten percent (2010%) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums such License Fees due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums License Fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to time, Licensor for any audit and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid attorneys’ fees incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall enforcing the additional sums so paid exceed the amount of the errorcollection thereof.

Audit. During the Term, and for a period of twenty-four (24a) months thereafter, Licensor’s authorized independent Muzak or its representatives may, upon giving Licensee 30 days' (or 10 days' in the case of an audit following a request for Muzak's consent to a transfer under Article XII hereof) written notice, enter the premises of Licensee (and of any person doing business [an "affiliated person"] controlling, controlled by or under common control with Licensee) during regular normal business hours for inspection and upon reasonable advance written notice audit of the business and records of Licensee and of such affiliated person, provided that such inspection and audit shall be no more extensive than is required to verify that none of Licensee's or such affiliated person's revenues should have been reported as Gross ▇▇▇▇▇▇▇▇ or as charges for Recorded Media and Adjunct Services and that Licensee's payments to Muzak have been properly computed in accordance with the provisions of Article VI of this Agreement. Licensee shall cooperate with any such inspection and audit. Muzak shall not assess Licensee for amounts found, as a result of such audit, to be owing hereunder if such amounts derive from a reporting period that ended more than two years prior to the date such audit commenced, provided that Licensee has not knowingly maintained false books or records, or knowingly submitted false reports to Muzak. (b) During any audit hereunder, Muzak or its representatives (at least twenty (20Muzak's cost and expense) Business Days to Licensee, audit such may make mechanical copies of only those books and records of Licensee that are necessary for the verification of Licensee's statements and accountings to Muzak and were physically examined as are reasonably necessary part of the audit. Muzak shall take reasonable precautions to verify safeguard the accuracy confidentiality of payments made such copies and shall destroy any such copies upon the mutually-confirmed completion of the audit and payment in full of any royalties and other charges determined to Licensor under this Agreementbe owing to Muzak as a result of the audit. Licensor’s representative Nothing contained herein shall be a third party independent nationally recognized cable auditconstrued as in any way limiting Muzak's right manually to copy or make abstracts of Licensee's or any affiliated person's books and records or to make any notes or the like whatsoever; provided, law however, that such manual copies or accounting firm designated by Licensor abstracts (and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit any copies thereof) shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during destroyed upon the Term or more than one time after the expiration mutually- confirmed completion of the Term audit. (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4c) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in In the event that Licensee shall have concealed information from any audit conducted by or provided false information on behalf of Muzak results in a determination that there has been either an underpayment or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months overpayment of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e.amounts due Muzak hereunder, then within 30 days after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such auditdetermination, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction)Muzak, then Licensee as the case may be, shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at other the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs amount of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims)underpayment or overpayment; provided, however, that in no the event that Licensee disputes the results of any such audit, the parties shall attempt to resolve the additional sums so paid exceed matter by conducting a new audit under the amount joint supervision of their respective independent certified public accountants. In the event that such new audit resolves the dispute, the cost of each party's independent certified public accountants shall be borne by the respective party. In the event that such new audit fails to resolve the dispute, the matter shall be resolved by arbitration under the rules of the errorAmerican Arbitration Association, and the losing party shall pay both parties' entire costs of the second audit. (d) If it is determined as a result of an audit that there has been an underpayment of seventeen percent (l7%) or more of the amounts due Muzak for any given calendar year, Licensee shall pay to Muzak, within thirty (30) days after such determination and in addition to all other amounts due under this Agreement, a penalty equal to fifteen percent (15%) of the underpayment for that year. The foregoing remedies shall be in addition to any other remedies Muzak may have for such underpayment. (e) Muzak and Licensee shall confirm, at the conclusion of the audit and following payment of any monies found owing as a result of the audit, that such audit has been completed and that the periods audited shall not be audited again absent a showing that Licensee knowingly maintained false books and records for such period.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for 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. Licensor may, no more than once during a period of four one (41) years from year period, upon ten (10) Business Days prior written notice, and during the date regular business hours of Licensee’s first exhibition , have a accountant from one of the particular Included Programtop four international accounting firms (i.e., Ernst & Young, Deloitte, Pricewaterhousecoopers, KPMG) (the “Auditor”) conduct an audit of such records for the sole purpose of verifying the payments made to Licensor. The Auditor shall be required to sign a confidentiality agreement with respect to Licensee’s records being examined or obtained. Licensor acknowledges that Licensee’s records and the reports and results of any audit contain the confidential information of Licensee, and Licensor will not use or communicate to others any facts or information obtained as a result of an audit permitted under this Agreement except to prosecute a claim for payment. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 5% of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the reasonable direct out-of-pocket costs collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of Licensor’s inside costs remain in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 17 hereof and third party license agreements referred to in Article 20 hereof. Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder and to ensure compliance with Article 19 hereof. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the reasonable direct out-of-pocket costs collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of Licensor’s inside costs remain in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program 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 reports referred to in Article 15 hereof for a period of four two (42) years from after termination or expiration of this Agreement. Licensor shall have the date of right, exercisable no more than once per calendar year, on no less than five (5) days written notice to Licensee, and at a time and place to be mutually agreed upon by Licensor and Licensee, to audit and check Licensee’s first exhibition books and records pertaining to the accuracy of the particular Included Programstatements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months the good faith undisputed results of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of License Fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of 2% above the prime rate of interest announced by Bank of America at such time or the maximum rate permitted by applicable law. If such error is in excess of 10% of such License Fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums License Fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid attorney’s fees incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall enforcing the additional sums so paid exceed the amount of the errorcollection thereof.

Audit. During 16.1 The Operator’s records relating to the Term, and for a period Joint Venture will be audited in accordance with Canadian GAAP annually at the end of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours the Fiscal Year by the Auditor and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion completion of such audit, inform Licensee, in writing of : (1) any claim resulting therefrom adjustments required by such audit will be made forthwith; (including 2) a true copy of the auditor’s reportaudited statements will be delivered to the Participants within 45 business days of the end of the Fiscal Year, and all such accounts and records will be deemed to be correct and accurate unless questioned by a Participant within 45 days following the delivery of such audited statements; and (3) all information required by any Participant to this Agreement in order for such Participant to prepare its financial actuarials in accordance with Applicable Law shall be provided to such Participant at the expense of such Participant. 16.2 Each Participant that is a Non-Operator (the “Auditing Participant”), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect at reasonable times and upon not less than seven days’ written notice to the period covered by such other Participant, will have the right to inspect, audit and any prior period shall be conclusive copy the Operator’s accounts and binding on the parties and not subject to further audit. Notwithstanding anything records relating to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in Joint Venture for any Fiscal Year within 15 days from the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months receipt of the audited financial statements for such Fiscal Year at its own expense. The Auditing Participant will make all reasonable efforts to conduct audits in a manner which will result in a minimum of inconvenience to the Operator. If the audit by an Auditing Participant is concluded within two months from the end of the Fiscal Year in question and indicates a difference of more than 2% of Costs prior to Commercial Production or 2% of Net Cash Flow after commencement of any audit hereunder or shall forever Commercial Production, before interest and tax from the amount determined by the Auditor, then the accounts will be barred from bringing samere-audited by a third independent firm of chartered accountants, the decision of which will be final. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery If the results of the notice third audit indicate a difference of more than 2% of Costs prior to Commercial production or 2% of Net Cash Flow after commencement of Commercial Production, before interest and tax from the amount determined by the Auditor, then appropriate 50651077.7 adjustments to the audited financial statements will be made. Any audit made on behalf of the auditor’s findings). If an examination establishes an error in Licensee’s computation Auditing Participant of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% audited financial statements of the sums due Joint Venture for any Fiscal Year will be at the expense of the Auditing Participant unless an adjustment to Licensor the audited financial statements for such period (and provided that such error Fiscal Year is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, made in addition to accordance with this section in which case the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not expenses will be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorCosts.

Audit. During Within ninety (90) days after each anniversary of the Term, and for a period commencement date of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative , Concessionaire shall be a third party independent nationally recognized cable auditprovide, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s its sole cost and expense, an audit by an independent certified public accountant, licensed in the State of Florida and acceptable to the City, of monthly Gross Revenues, as defined under Article 6.3. Licensor There may not audit more than one time per year during be no limitation on the Term or more than one time after the expiration scope of the Term (and, so long examination that would hinder the auditor in expressing his opinion as Licensee is promptly responding to the auditor’s reasonable requests correctness and completeness of the reported revenues. The examination shall include a schedule of Gross Revenues and concession fees per month of Concessionaire's operations under this Agreement, prepared in accordance with the comprehensive basis of accounting defined under terms of the Agreement and reported in format acceptable to the City. The auditor shall consider in determining scope, the appropriateness of classification of car rental revenues for documents and information, no such audit shall continue rental agreements being written at Concessionaire locations (on or off Airport) that fall within the definition of Gross Revenues under Article 6.3 for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit pickup or drop off activity at the Airport. The examination shall be conducted only during reasonable business hours in accordance with generally accepted auditing standards. In addition, the examination shall also comprehend compliance procedures to determine whether accounting records and reports are being maintained in accordance with this Article 7. The auditor shall report such procedures and findings in a manner as not unreasonably separate letter to interfere with the normal business activities of LicenseeCity. Commencing as of the Effective Date, each audit Any change in scope from that described above shall be limited to included in the two Term Years prior to the then-current Term Year report. The first such examination shall cover twelve (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (412) years full calendar months from the effective date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor Each subsequent annual report shall audit Licensee’s books and records, then Licensor shall, within 6 months cover successive twelve month periods. The last such report shall include the last day of operations. Any unreported revenues determined by the certified report are considered due by the fifteenth (15th) day of the conclusion month following the month during which the Gross Revenues were received or accrued. Delivery of such auditan audit report containing a qualified opinion, inform Licenseean adverse opinion, in writing or a disclaimer of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law opinion as defined in the event that Licensee shall have concealed information from Statements on Auditing Standards, or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to timetime be amended or superseded, and (ii) issued by the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount Auditing Standards Board of the errorAmerican Institute of Certified Public Accountants, or any successor board or agency thereto, shall be deemed to be a material breach of this Agreement.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 16 of this Schedule. Upon ten (10) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of five percent (5%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, that such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During At the Termreasonable request and sole expense of Licensors within two (2) years after receiving any Payment Statement, Licensee shall permit an independent certified public accountant designated by Licensors and for a period of twenty-four reasonably acceptable to Licensee (24the “Auditor”) months thereafter, Licensorto access Licensees’s authorized independent representatives may, records upon reasonable notice to Licensee and during regular Licensees’ normal business hours solely for the purpose of verifying the Royalty Payment made in connection with such Payment Statement. The auditor must conduct such audit in a manner designed to minimize disruption of Licensee’s normal business operations. All information and upon reasonable advance materials available to or otherwise obtained or prepared by or for the Auditor in connection with such audit will be deemed Licensee’s Confidential Information and will be subject to the Auditor’s entry, prior to conducting the audit, into a written notice of agreement with Licensee containing confidentiality and restricted use obligations at least twenty as restrictive as those set out in Article 8, Confidentiality. Licensors may not exercise this right more than once in any calendar year and the Auditor may only disclose to Licensors information limited to the accuracy of the Payment Statement and any deficiency in the payment made, or any overpayment. Licensors shall not compensate the Auditor in whole or in part, contingent on the outcome of the audit. Licensors shall provide to Licensee a copy of the Auditor’s audit report within ten (2010) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing receipt of the accuracy of any such payment or statementreport. If the report shows that payments made by Licensee are deficient, and Licensee shall remain fully liable for any balance due under pay Licensors the terms deficient amount within fifteen (15) days after Licensee’s receipt of this Agreementthe audit report. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered report shows that payments made by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is are in excess of 5% the required payment, Licensors shall pay Licensee the excess amount within [***] days after Licensors’ receipt of the sums due to Licensor audit report. Further, if the audit for such an annual period (and provided shows an under-reporting or underpayment or an overcharge by any party for that such error is either acknowledged by Licensee period of in excess of [***] of the amounts properly determined, the underpaying or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersovercharging Party, as the same case may vary from time to timebe, shall reimburse the party conducting the audit for its respective audit fees and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs expenses in connection with said audit, which reimbursement shall be made within [***] days of receiving appropriate invoices and other support for such claims); provided, however, that in no event shall audit- related costs. The failure of Licensors to request verification of any Payment Statement during the additional sums so paid exceed the amount [***] period after receipt of such Payment Statement is deemed acceptance by Licensors of the erroraccuracy of the Payment Statement and the payments made by Licensee in accordance with the Payment Statement.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 16 of this Schedule. Upon ten (10) Business Days’ notice, and no more than once each twelve (12) month period, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the maximum rate permitted by applicable law. If such error is in excess of five percent (5%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, that such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During (a) Licensor shall have the Termright, upon at least five (5) days written notice, to inspect Licensee's books and records and all other documents and material in the possession of or under the control of Licensee with respect to the subject matter of this Agreement (including, without limitation, purchase orders, invoices, inventory records, shipping, receiving, bills of lading, manufacturing invoices, and letters of credit), at the place where such records are normally retained by Licensee. Licensor shall have free and full access thereto for such purposes and shall be permitted to make copies thereof and extracts therefrom. This right to inspect includes, without limitation, Licensor's right to inspect all consumer and other complaints pertaining to the Licensed Products. (b) In the event that such inspection reveals a discrepancy between the amount of Royalty owed Licensor and that which was actually paid, Licensee shall pay such discrepancy, plus interest, calculated at the rate of one and one-quarter percent (1.25%) per month or the maximum allowed by law, whichever is lower. In the event that such discrepancy is in excess of five percent (5%) over a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty two Royalty Periods as determined by an independent certified public accountant working on a non-contingency basis, Licensee shall also reimburse Licensor for the cost of such inspection including any accountants' and attorneys' fees incurred in connection therewith. (20c) Business Days All books and records relative to Licensee's obligations hereunder shall be maintained and kept accessible and available to Licensor for inspection within the mainland United States for at least three (3) years after the issuance of the statement for which such books and records correspond (but not for cumulative purposes). In addition Licensee shall retain for a reasonable period of time such records as may be necessary in order to enable Licensee and Licensor to defend lawsuits which may be instituted by third parties. (d) In the event that an investigation of Licensee's books and records is made, certain confidential and proprietary business information of Licensee may necessarily be made available to the person or persons conducting such investigation. It is agreed that such confidential and proprietary business information shall be retained in confidence by Licensor and shall not be used by Licensor or disclosed to any third party without the prior express written permission of Licensee unless required by law. It is understood and agreed, however, that such information may be used in any proceeding based on Licensee's alleged failure to pay its actual Royalty obligation(s). Licensor shall not conduct more than one audit such per year and shall not audit any books and records of Licensee as are reasonably necessary more than once. (e) In addition to verify the accuracy of payments made inspections described herein, Licensee shall at any time (but not more than twice in any calendar year) provide to Licensor under this Agreement. Licensor’s representative shall be upon its written request a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain Licensed Product sales datafile/electronic spreadsheet containing complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorinformation.

Audit. During the Term7.1 At any time within six (6) years after a Licence Year, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during request for Licensee’s certified accountant (the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days“Audit Accountant”), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit examine Licensee’s books and records, then Licensor shall, within 6 months records solely for the purposes of verifying the accuracy of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom Financial Report (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements or lack thereof) rendered by Licensee with to Licensor for that particular Licence Year. Such audit shall (i) require at least sixty (60) days’ prior written notice to Licensee; and (ii) can take place only once in respect of the audited Licence Year. Licensee shall participate in the audit process in good faith and provide reasonable assistance and cooperation. Licensee shall solely bear the full cost and expense of the audit. 7.2 The Audit Accountant shall issue the audit report to Licensor and Licensee simultaneously. 7.3 Each audit report issued by the Audit Accountant in respect of the audit shall be deemed final and binding upon Licensor and Licensee as an account stated and shall not be subject to any claim or objection by either party unless the objecting party notifies the other party of its specific written objection to the period covered by applicable statement(s) within the audit report, stating the basis thereof in reasonable detail within one (1) year after the date such audit report is rendered. 7.4 Licensor and any prior period Licensee shall be conclusive both have the right to disclose and/or use the audit report in Court and binding on before the parties and not subject to further audit. Notwithstanding anything to Copyright Tribunal. 7.5 After the contrary contained herein, no provision herein shall limit Licensor’s rights at law in audit report is issued, (a) In the event that the audit is performed for a Licence Year which Licensee shall have concealed information from or provided false information or had failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim provide the Financial Report within twenty six (206) months from the end of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e.that Licence Year, after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, Licensor the licence fees established in addition to the additional sums audit report. Late payment interest at ten per cent (10%) per annum shall apply calculated commencing from nine (9) calendar months after the end of that audited Licence Year; and (b) If the audit report establishes an underpayment of licence fee under this Tariff Scheme due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall pay Licensor the additional sums so paid exceed the amount actual corrected fees within sixty (60) days of the errordate of the audit report. Late payment interest at ten per cent (10%) per annum shall apply calculated commencing from nine (9) calendar months after the end of that audited Licence Year.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 16 of this Schedule. Upon ten (10) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If ; provided that Licensor shall may not audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any a prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of seven and one-half percent (7.5%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event an audit discloses an overpayment by Licensee, that in no event (a) such amount shall be offset against the additional sums so paid exceed underpayment, if any, disclosed by such audit, (b) Licensee shall offset the amount amount, if any, by which such overpayment exceeds such underpayment against future VOD License Fees or DHE License Fees and (c) at the end of the errorTerm, Licensor shall refund the portion of such overpayment, if any, not fully offset in accordance with the foregoing during the Term. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain during the Term and one year thereafter complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program for the number of Authorized Subscribers during the Term at its principal place of business for a period of four (4) years from the date of in connection with Licensee’s first exhibition compliance with the terms hereof. Upon ten (10) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to have a nationally recognized auditor audit and check (but not copy) at Licensee’s principal place of business, such records for the particular Included Programthen-current year and the prior year. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Such audit shall be conducted in a manner that does not unreasonably interrupt Comcast’s normal business and shall last no longer than 3090 days. Licensor shall provide the results of such audit Licensee’s books and records, then Licensor shall, to Licensee within 6 six months of the conclusion completion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If if an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, and upon agreement of the parties and execution and delivery by Licensor of a release that is acceptable to Licensee, Licensee shall promptly pay the amount of underpayment at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on the reasonable, out of pocket costs and expenses incurred by Licensor in connection with any such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to timeaudit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the reasonable direct out-of-pocket costs collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of Licensor’s inside costs remain in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee Comcast shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition in connection with each of the particular Included ProgramProgramsSelected Content assets and pertaining to Comcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in this Section 18.23. The Upon ten (10) business days’ written notice, and no more than once per calendar year during the Term and once during the two (2) year period following the end of the Term, Studio shall have the right during business hours to audit and check at Comcast’s principal place of business, Comcast’s books and records pertaining to the accuracy of the statements and other financial information delivered to Studio by Comcast, the amount of the license fees paid or payable hereunder and Comcast’s compliance with this Agreementin the then current calendar year and immediately preceding calendar year. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 31). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 18, the exercise by Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor Studio from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licenseean examination establishes an error in Comcast’s books and records, then Licensor shall, within 6 months computation of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee license fees due with respect to the Included Programs, Comcast shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error isStudio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any such information shall be deemed confidential information of Comcast in accordance with Section 31. Studio must make any claim against Comcast within the earlier of three (3) months after Studio or Studio's representative leaves Comcast's offices or twenty-four (24) months after the close of the earliest month that is the subject of such claim. If a claim is not made within any limitation set forth herein, then the Fee payments and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of suchthe license fees due for the period covered by such audit and is revealed by any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to LicensorComcast shall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentenceamount of such discrepancy, pay to Licensor, Studio (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct documented out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs Studio in connection with anyfor such claims)audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. In the event that the rate of interest set forth in this Section 18 exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Any overpayment identified by such audit mayshall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder, unless Comcast asks for a refund of such overpaid license fees; provided, however, that in no event shall the additional sums so or (b) be paid exceed the amount by Studio to Comcast within thirty (30) days after completion of the errorsuch audit.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 16 of this Schedule. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statementUpon fourteen (14) business days’ notice, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, then Licensor shall, within 6 months records pertaining to the accuracy of the conclusion statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. Any such auditaudit shall be conducted on behalf of Licensor only by a reputable, inform third party certified public accountant (subject to Licensee’s reasonable approval; it being understood that Licensee hereby pre-approves any of the so-called “Big-Four” accounting firms, unless there is a conflict of interest between any such firm and Licensee or any of its affiliates) in writing such manner so as not to interfere with Licensee’s normal business activities and, so long as Licensee is promptly responding to Licensor’s reasonable requests for documents and information, shall not continue on-site for more than a total of thirty (30) days. Licensor’s right to examine the aforementioned records is limited to the Included Programs on the VOD Service and the DHE Service, and under no circumstances shall Licensor have the right to examine records relating to Licensee’s business generally or any other third party titles or other materials for the purpose of comparison or otherwise. Any information acquired during the course of any claim resulting therefrom audit and review shall be and remain confidential and shall not be disclosed to any third party, except as required by law or in connection with any proceeding in a court of competent jurisdiction or for disclosure to Licensor’s parent and/or affiliated entities. Furthermore, Licensor shall not have access to any information that is proprietary or confidential as to any other supplier, nor confidential customer/Customer information (including a true copy of the auditor’s reportother than as required hereinabove), and, except for the claims set forth in nor shall such notice, all statements rendered information be provided by Licensee with respect auditor to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action not have the right to examine or proceeding with respect inquire into any matters or items which are embraced by or contained in any statement required to any such claim within twenty be rendered by Licensor hereunder after the expiration of two (202) months years from and after the date of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of such statement, and such statement shall be final and conclusive upon Licensor upon the notice expiration of such two (2) year period notwithstanding that the auditor’s findings)matters or items embraced by or contained therein may later be contained or referred to in a cumulative statement pertaining to more than one accounting period. Such cumulative statement shall not be subject to audit by Licensor to the extent the material contained therein was first reflected on a statement submitted more than two (2) years prior to the date of mailing or the date of electronic delivery of such cumulative statement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of seven and a half percent (7.5%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, that such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee Comcast shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition in connection with each of the particular Included ProgramProgram assets and pertaining to Comcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in this Section 21. The Upon ten (10) business days’ written notice, and no more than once per calendar year during the Term and once during the two (2) year period following the end of the Term, Studio shall have the right during business hours to audit and check at Comcast’s principal place of business, Comcast’s books and records pertaining to the accuracy of the license fees paid or payable hereunder in the then current calendar year and immediately preceding calendar year and Comcast’s compliance with this Agreement. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor Studio from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement. If Licensor Studio shall provide the results of such audit Licensee’s books and records, then Licensor shall, to Comcast within 6 three (3) months of conducting the conclusion audit and any such information shall be deemed confidential information of such audit, inform Licensee, Comcast in writing accordance with Section 28. If a confirmed discrepancy in excess of any claim resulting therefrom ten percent (including a true copy 10%) of the auditor’s report), and, except license fees due for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and is revealed by any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to LicensorComcast shall, in addition to making prompt payment of the additional sums due amount of such discrepancy, pay to Licensor, Studio (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct documented out-of-pocket costs of and expenses incurred by Studio for such examination audit, and (but only to ii) reasonable attorney’s fees actually incurred by Studio in enforcing the extent that collection thereof. Any overpayment identified by such sums are actually audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Licensor Studio to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of LicensorComcast within thirty (30) days after Studio’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount receipt of the erroraudit report.

Audit. During the Term, Term and for a period of twenty-four three (243) months years thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program maintain, at its principal place of business for a period business, true, detailed and accurate books and records together with supporting bills, invoices and vouchers of four any and all transactions (4) years from including, without limitation to, the date manufacture, shipping, distribution and sale of Licensee’s first exhibition each of the particular Included ProgramProducts and packaging or containers therefore) which relate to or affect this agreement the Products or any provisions hereof. The acceptance by Licensor of any statement or payment said books and records with supporting documentation and other items shall be without prejudice open to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licenseeexamination, in writing inspection, the making of any claim resulting therefrom extracts and the taking of copies thereof by the Licenser or its representative(s) during regular business hours upon no more that five (including a true copy of the auditor’s report), and, except for the claims set forth in such 5) business days notice, all statements rendered by Licensee with respect to the period covered by such . Such audit and any prior period and/or examination shall be conclusive and binding on the parties and carried out not subject to further auditmore than twice in any calendar year. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in In the event that any such examination and inspection shall indicate that the Licensee shall have concealed information from or provided false information or failed made errors to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months the detriment of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction)Licensor, then the Licensee shall forthwith pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorrelevant discrepancy and if such error to the detriment of the Licensor shall be in excess of five per cent (5%) of the royalties earned by the Licensor during the periods for which such examination and inspection relates, then the Licensee shall be solely responsible for and shall pay the costs of such inspection and examination. The Licensee will pay the Licensor interest on such under payment and all late payments at the rate of four percent (4%) above Citibank N.A.'s Prime Rate from time to time from the date payments should have been made or eight percent (8%), whichever if higher, until payment is actually made. The Licensee shall be obligated to obtain for the Licensor a similar right to inspect, examine, make extracts and take copies of the books and records of each of the Licensee's manufactures and sub-licensees. Acceptance of any sum by or on behalf of the Licensor from the Licensee shall not in any manner be constructed as a wavier by the Licensor of any claim pertaining to the validity of the computation of such payment nor a wavier of any breach by the Licensor of any provision of this agreement.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain at all times true and complete records and accurate books of account together with all other information relevant to the provisions of this Agreement. Licensor or its designee shall have the right at any time during or after the Term during business hours to audit, check and copy, at Licensee’s principal place of business, Licensee’s books and records in connection pertaining to Licensee’s compliance with each Included Programthe terms hereof, the accuracy of the statements delivered to Licensor by Licensee pursuant to this Agreement, and the amount of the License Fees payable hereunder. In addition, Licensee shall maintain cause its Affiliated Systems and Affiliated Institutions to permit Licensor to audit, check and copy, at such entities’ respective principal places of business, their books and records pertaining to the accuracy of the statements delivered to Licensor by Licensee. If any such audit reveals an error with respect to each Included Program at its principal place any item bearing upon the License Fees due or payable to Licensor, Licensee shall 21efinition and make immediate payment of business for a period of four (4) years the License Fees due under this Agreement, together with interest thereon, compounded monthly from the date on which such License Fees shall have first been due and payable hereunder, at a rate equal to the lesser of Licensee’s first exhibition (i) 110% of the particular Included Programprime rate published from time to time in the U.S. edition of the Wall Street Journal (“Prime Rate”) and (ii) the maximum rate permitted by applicable law. Additionally, in the event that the actual License Fees due under this Agreement for any period exceed the License Fees reported by Licensee to be due for such period by 10% or more, Licensee shall pay all costs and expenses incurred by Licensor for the review and audit in respect of such period. The exercise of any right to check, copy or to audit at any time(s) or the acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, statement and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error.

Audit. During Provided no Default then exists, after receiving an annual statement of the Termactual Additional Rent and giving Landlord [***] prior written notice thereof, Tenant may inspect or audit Landlord’s records relating to Expenses and Taxes for the period of time covered by such statement in accordance with the following provisions. If Tenant fails to object to the calculation of Expenses and Taxes on an annual statement of Additional Rent within [***] after the statement has been delivered to Tenant or if Tenant fails to conclude its audit or inspection within [***] after the statement has been delivered to Tenant, then Tenant shall have waived its right to object to the calculation of Expenses and Taxes for the year in question and the calculation of Expenses and Taxes set forth on such statement shall be final. Tenant’s audit or inspection shall be conducted where Landlord maintains its books and records, shall not unreasonably interfere with the conduct of Landlord’s business, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection unless the total Expenses and Taxes for the period in question is determined to be in error by more than [***] in the aggregate, in which case Landlord shall pay the audit cost, not to exceed the amount Tenant was overcharged for the period in question. Tenant may not conduct an inspection or have an audit performed more than once during any calendar year. If such a manner inspection or audit reveals that an error was made in the Expenses and Taxes previously charged to Tenant, then Landlord shall refund to Tenant any overpayment of such costs, or Tenant shall pay to Landlord any underpayment of such costs, as not unreasonably to interfere with the normal business activities of Licenseecase may be, within [***] after notification thereof. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee Tenant shall maintain the results of each such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement audit or payment shall be without prejudice to any of Licensor’s rights or remedies inspection confidential and shall not bar Licensor from thereafter disputing be permitted to use any third party to perform such audit or inspection other than an independent firm of certified public accountants with at least ten (10) years of experience reviewing office building expense reconciliations: (1) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion results of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period inspection (and provided that Tenant shall deliver the fee agreement or other similar evidence of such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdictionfee agreement to Landlord upon request), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii2) which agrees with Landlord in writing to maintain the reasonable direct out-of-pocket costs results of such examination (but only audit or inspection confidential. Nothing in this section shall be construed to the extent that such sums are actually paid by Licensor limit, suspend, or ▇▇▇▇▇ Tenant’s obligation to outside auditorspay Rent when due, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorincluding Additional Rent.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete all relevant information and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program documents at its principal place of business for a period in connection with each of four (4) years from the date of FVOD Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 15 of this Schedule. The acceptance by Licensor of any statement or payment shall have the right to engage an accounting firm (which shall be without prejudice an independent representative and which the parties acknowledge includes Sargoy ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Pricewaterhouse Coopers LLP, KPMG LLP and Ernst & Young LLP) during normal business hours to any audit and check at Licensee’s principal place of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statementbusiness, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months records pertaining to the accuracy of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy statements and other financial information delivered to Licensor by Licensee and the amount of the auditor’s report)license fees paid or payable hereunder; provided, andhowever, except for the claims set forth in such notice, all statements rendered by Licensee with respect that Licensor shall not be entitled to the period covered by conduct more than one such audit and in any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty twelve (2012) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings)month period. If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums FVOD Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of two percent (2%) plus the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged reasonable out-of-pocket third party costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) the reasonable direct out-of-pocket costs attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of remain in full force and effect. Licensor’s inside costs in connection with claims related to an audit shall be waived if Licensor fails to make any claim based on such claims)audit within twelve (12) months after the completion of the audit; provided, however, that in no event shall the additional sums so paid exceed the amount of the errorauditor has timely received all relevant information and documents requested from Licensee.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Licensed Programs and pertaining to Licensee’s first exhibition compliance with the terms referred to in Article 16 of this Schedule. Upon thirty (30) days prior written notice, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records pertaining to the accuracy of the particular Included Programstatements described in Article 16. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Licensed Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 5% of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs and expenses incurred by Licensor for any audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Licensor acknowledges that such sums are actually paid by Licensor to outside auditors, it being expressly understood that all information gathered via its audit rights shall be considered confidential information of Licensee shall and may not be responsible used by Licensor, except as necessary for the administration and enforcement of this Agreement, nor may it be disclosed to any portion of unrelated third party (excluding Licensor’s inside costs in connection with such claims); provided, however, that in no event shall accountant and attorneys) without the additional sums so paid exceed the amount prior written consent of the errorLicensee.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four 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. Upon ten (410) years from business days’ notice, and no more than once per calendar year, Licensor shall have the date of right during business hours to audit and check at Licensee’s first exhibition principal place of business, Licensee’s books and records pertaining to the accuracy of the particular Included Programstatements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of five percent (5%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, that such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the TermTenant, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s Tenant's sole cost and expense. Licensor may not audit more than , shall have the right, to be exercised by written notice given to Landlord within one time per year during hundred twenty (120) days after Tenant's receipt of Landlord's Statement of Basic Cost for the Term or more than one time after preceding calendar year, to audit, at the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at place where Landlord maintains its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shallLandlord's books and records pertaining only to such Basic Cost for such preceding calendar year, provided such audit (i) commences within 6 months thirty (30) days after Tenant's notice to Landlord and thereafter proceeds regularly and continuously to conclusion (ii) such audit does not unreasonably interfere with the conduct of Landlord's business (iii) such audit is performed by an auditing firm which is commonly known to be reputable and is experienced in auditing office building operating expenses, and (iv) said auditing firm signs a nondisclosure agreement in favor of Landlord, acceptable to Landlord in all respects, agreeing that information derived from such audit shall not be used directly or indirectly in connection with soliciting additional auditing business from other existing, previous or future tenants in the conclusion Building. No exercise by Tenant of such auditits rights under this Section 5.07 shall constitute a basis for delay in the timely payment of Tenant's Additional Rental Adjustment; provided, inform Licenseehowever, any payment thereof by Tenant shall not prejudice Tenant's rights under this Section 5.07. Landlord agrees to cooperate in writing good faith with Tenant in the conduct of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained hereinset forth in this Section 5.07, however, in no provision herein event shall limit Licensor’s rights at law in Tenant ever be permitted to audit or cause to be audited Landlord's records concerning Basic Cost through, or with the event that Licensee shall have concealed information from assistance of, auditors or provided false information others whose compensation is contingent upon, or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months the amount of whose compensation is affected by, the commencement outcome of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, in whole or in part, or on any payment or reimbursement by Landlord to Tenant in connection with such audit, or which error is otherwise done in excess whole or in part on any basis other than reasonable hourly charges for the hours expended in the performance of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to timeaudit, and (ii) the reimbursement of reasonable direct out-of-pocket costs of expenses incurred by such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs auditors in connection with such claimsaudit. In the event Tenant has been overcharged by an amount in excess of five percent (5%), Landlord shall pay the reasonable costs of Tenant's audit; providedconversely, howeverif the overcharge is less than three percent (3%), that in no event Tenant shall the additional sums so paid exceed the amount pay all of the errorLandlord's reasonable out-of-pocket expenses for such audit.

Audit. During the Term, Term and for a period of twenty-four three (243) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify years thereafter the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period true detailed and accurate books and records together with supporting bills invoices and vouchers of four any and all transactions (4) years from including without limitation the date manufacture shipping distribution and sale of Licensee’s first exhibition each of the particular Included ProgramProducts and packaging or containers thereof) which relate to or affect this agreement the Products or any provisions hereof. The acceptance by Licensor of any statement or payment said books and records with supporting documentation and other items shall be without prejudice open to any audit examination inspection the making of Licensor’s rights extracts and the taking of copies thereof by the Licensor or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreementits representative(s) during regular business hours upon no more that five (5) business days’ notice. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in In the event that any such examination and inspection shall indicate that the Licensee shall have concealed information from or provided false information or failed made errors to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months the detriment of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of then the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall forthwith pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorrelevant discrepancy and if such error to the detriment of the Licensor shall be in excess of five per cent (5%) of the royalties earned by the Licensor during the periods for which such examination and inspection relates then the Licensee shall be solely responsible for and shall pay the costs of such inspection and examination. The Licensee will pay the Licensor interest on such under payment and all late payments at the rate of four per cent (4%) above City National Bank Los Angeles Prime Rate from time to time from the date payments should have been made until payment is actually made. The Licensee shall be obligated to obtain for the Licensor a similar right to inspect examine make extracts and take copies of the books and records of each of the Licensee’s manufacturers and sub-licensees. Acceptance of any sum by or on behalf of the Licensor from the Licensee shall not in any manner be construed as a waiver by the Licensor of any claim pertaining to the validity of the computation of such payment nor a waiver of any breach by the Licensor of any provision of this agreement.

Audit. 8.1 During the Term, Term and for a period of twenty-four one (241) months year thereafter, LicensorLicensor shall have the right, upon at least ten (10) business days written notice to Licensee and no more than once per calendar year, to inspect Licensee’s authorized independent representatives maybooks and records in the possession of or under the control of Licensee solely with respect to the calculation of the Royalty, during Licensee’s regular business hours and upon reasonable advance written notice without any unreasonable disruption of Licensee’s business, and at least twenty (20) Business Days to Licensee, audit the place or places where such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved normally retained by Licensee. While on Licensee’s premises, such approval not to be unreasonably withheldLicensor (or its qualified third-party auditor) shall at all times comply with Licensee’s rules, regulations, and such cablepolicies, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days)including security requirements, and any such audited information shall be subject to Section 17 supervision by Licensee’s personnel. The on-premises portion of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to ten (10) business days; provided that during such period Licensee has provided all records necessary to verify the calculation of the Royalty. Any third party auditors retained by Licensor shall be reputable, independent accounting or auditing firms. No audit may cover any period covered by a previous audit or cover a period spanning more than two Term Years (2) years prior to commencement of the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date audit. Licensor shall be governed by permitted to make copies of the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records made available to it and extracts therefrom. The results and proceeds of any audit shall be provided to Licensee and deemed Licensee’s confidential information to be used only in connection Licensor’s efforts to enforce compliance with each Included Program. Licensee shall maintain such records the Agreement. 8.2 Any claim with respect to each Included Program at its principal place of business for a period of four an audit must be made within nine (49) years from months following the date of Licensee’s first exhibition of Licensor (or its third-party auditor) had been provided access to the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice information necessary to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing confirm the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months calculation of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further auditRoyalty. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in In the event that an audit reveals a discrepancy in the amount of Royalty owed Licensor from what was actually paid, Licensee shall have concealed information from or provided false information or failed pay such discrepancy, plus interest, calculated at the rate equal [REDACTED] PERCENT ([REDACTED]%) per annum calculated pro rata on a daily basis, but not to make available all pertinent information requested exceed the maximum rate allowed by Licensor’s auditorslaw. Licensor shall commence an action or proceeding with respect to any In the event that such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error discrepancy is in excess of 5% [REDACTED] UNITED STATES DOLLARS ($[REDACTED]), Licensee shall also reimburse Licensor for the actual, reasonable, and documented costs of such audit. 8.3 All books and records relative to Licensee’s calculation of the sums due Royalty hereunder shall be maintained and kept accessible and available to Licensor for such period inspection for at least one (and provided that such error is either acknowledged by Licensee 1) year after expiration or confirmed by a final non-appealable order termination of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorthis Agreement.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain at all times true and complete records and accurate books of account together with all other information relevant to the Programs, the provisions of this Agreement and Licensee’s compliance with the terms of this Agreement.21 Licensor or its designee shall have the right at any time22 during or after the Term,23during business hours to audit, check and copy24, at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to Licensee’s compliance with the terms hereof, the accuracy of the statements and reports delivered to Licensor by Licensee pursuant to this Agreement, and the amount of the License Fees due or payable hereunder. In addition, Licensee shall cause its Affiliated Systems and Affiliated Institutions to permit Licensor to audit, check and copy, at such entities’ respective principal places of business, their books and records in connection with each Included Programpertaining to the accuracy of the statements and reports delivered to Licensor by Licensee. Licensee shall maintain If any such records audit reveals an error with respect to each Included Program at its principal place any item bearing upon the License Fees due or payable to Licensor, Licensee shall re-compute and make immediate payment of business for a period of four (4) years the License Fees due under this Agreement, together with interest thereon, compounded monthly from the date on which such License Fees shall have first been due and payable hereunder, at a rate equal to the lesser of Licensee’s first exhibition (i) 110% of the particular Included ProgramPrime Rate and (ii) the maximum rate permitted by applicable law. Additionally, in the event that the actual License Fees due under this Agreement for any period exceed the License Fees reported by Licensee to be due for such period by 5% or more,25 Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (a) all costs and expenses incurred by Licensor for the review and audit in respect of such period, and (b) attorneys’ fees26 and other costs incurred by Licensor in enforcing the collection thereof. The exercise by Licensor of any right to check, copy or to audit at any time(s) or the acceptance by Licensor of any statement or payment payment, shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee Comcast shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition in connection with each of the particular Included ProgramProgram assets and pertaining to Comcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in this Section 21. The Upon ten (10) business days’ written notice, and no more than once per calendar year during the Term and once during the two (2) year period following the end of the Term, Studio shall have the right during business hours to audit and check at Comcast’s principal place of business, Comcast’s books and records pertaining to the accuracy of the license feesFees paid or payable hereunder in the then current calendar year and immediately preceding calendar year. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor Studio from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement. If Licensor Studio shall provide the results of such audit Licensee’s books and records, then Licensor shall, to Comcast within 6 three (3) months of conducting the conclusion audit and any such information shall be deemed confidential information of such audit, inform Licensee, Comcast in writing of accordance with Section 28. Studio must make any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee against Comcast with respect to unpaid Fees that were the subject of an audit within six (6) months after Studio receives the final results from any such audit (but in no case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If asuch claim is not made within any limitation set forth hereinthe time frame permitted by the immediately preceding sentence, then the Fee payments that were the subject of such audit and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of the license feesFees due for the period covered by such audit and is revealed by any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to LicensorComcast shall, in addition to making prompt payment of the additional sums due amount of such discrepancy, pay to Licensor, Studio (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct documented out-of-pocket costs of and expenses incurred by Studio for such examination audit, and (but only to ii) reasonable attorney’s fees actually incurred by Studio in enforcing the extent that collection thereof. Any overpayment identified by such sums are actually audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license feesFees payable hereunder; or (b) be paid by Licensor Studio to outside auditors, it being expressly understood that Licensee Comcast within thirty (30) days after Studio’s receipt of the audit report. Non-Disparagement. Studio shall not be responsible for in any portion way include programming, information (e.g., a “crawl”, pop-up or “placard”) in the Included Programs that is intended to disparage any member(s) of Licensor’s inside costs in connection with such claimsthe Comcast Group, any System, or the Licensed Service(s) or otherwise negatively portray any member(s) of the Comcast Group, any Systems or the Licensed Service(s); provided, however, that this provision shall not prohibit Studio from engaging in no event shall advertising or promotion for the additional sums so paid exceed Included Programs or responding to viewer inquiries, provided that any such communications, advertisements and promotions are in accordance with the amount of the errorprovisions set forth in this Agreement.

Audit. During the Term(a) Licensor, and at its own expense, may, for a period of twenty-four [***] (24[***]) months thereafteryears after receiving any Payment Statement from Licensee, Licensornominate an independent Certified Public Accountant acceptable to Licensee (the “Auditor”), who will have access to Licensee’s authorized independent representatives may, and its sublicensees’ sales and other related records for the Licensed Products upon reasonable but not less than [***] ([***]) days’ prior written notice to Licensee and during regular Licensee’s normal business hours and upon reasonable advance written notice solely for the purpose of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify verifying the accuracy of Royalty payments made to Licensor under this Agreement. Licensor’s representative The Auditor shall not in any way be a third party independent nationally recognized cable audit, law compensated (in whole or accounting firm designated by Licensor in part) contingent on the outcome of the audit and approved by Licensee, shall conduct such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements audit in a form reasonably designated manner designed to minimize disruption of Licensee’s normal business operations. All information and materials made available to or otherwise obtained or prepared by Licensee prior to or for the commencement of an audit. Any Auditor in connection with such audit shall be deemed Licensee’s Confidential Information and shall be subject to the Auditor’s entry, prior to conducting the audit, into a written agreement with Licensee and/or the applicable sublicensee containing confidentiality and restricted use obligations at Licensor’s sole cost and expenseleast as restrictive as those set out in Section 8. Licensor may not audit exercise this right more than one time per once in any calendar year during and the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding Auditor shall only disclose to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited Licensor information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior accuracy of the Payment Statement and any deficiency in any payment made, or overpayment. (b) Licensor shall provide to Licensee a copy of the then-current Term Year Auditor’s audit report within [***] (it being understood [***]) Business Days of Licensor’s receipt of the report. If the report shows that accounting statements covering periods prior payments made by Licensee are deficient, Licensee shall pay Licensor the deficient amount within [***] ([***]) days after Licensee’s receipt of the audit report, plus interest thereon pursuant to the Effective Date Section 4.5(d). Such interest shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years calculated from the date of Licensee’s first exhibition of such underpaid amount was due until the particular Included Programdate such underpaid amount is actually paid. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any In addition, if such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error underpaid amount is in excess of 5% [***] percent ([***]%) of the sums due to Licensor for such period (and provided amount that such error is either acknowledged actually should have been paid by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction)Licensee, then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) reimburse Licensor for the reasonable direct out-of-pocket costs cost of such examination (but only to audit. If the extent report shows that such sums payments made by Licensee are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount excess of the errorrequired payment, Licensor shall pay Licensee the excess amount within [***] ([***]) days after Licensee’s receipt of the audit report.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, Allegiance may audit such ▇▇▇▇▇▇'▇ books and records and Baxter may audit Allegiance's books and records for the purpose of Licensee as are reasonably necessary to verify determining compliance with the accuracy terms of payments made to Licensor under this Agreement. Licensor’s representative The party requesting the audit may use independent auditors, who may participate fully in such audit. In the event that an audit is proposed with respect to information which the party to be audited wishes not to disclose to the other party ("Restricted Information"), then on the written demand of the party to be audited the individuals conducting the audit with respect to Restricted Information will be limited to the independent auditors of the party requesting the audit. In such event, the party to be audited shall be a third party pay the costs of the independent nationally recognized cable auditors conducting such audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not but only with respect to be unreasonably withheld, and such cable, audit, law or accounting firm and/or that portion of the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior audit relating to the commencement Restricted Information. Such independent auditors shall enter into an agreement with the parties hereto, on terms that are agreeable to both parties hereto, under which such independent auditors shall agree to maintain the confidentiality of an the information obtained during the course of such audit and establishing what information such auditors will be permitted to disclose to report the results of any audit of Restricted Information to the party requesting the audit. Any such audit shall be at Licensor’s sole cost and expenseconducted during regular business hours, in a manner that does not interfere unreasonably with the operations of the party being audited. Licensor may Such audits shall be conducted not audit more than once in any one time per year during period CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS. unless the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding next preceding audit disclosed a material failure to conform to the auditor’s reasonable requests for documents and informationterms of this Agreement. Subject to the foregoing limitations, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as when requested by Notice given not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years less than 30 days prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition commencement of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error.

Audit. During Seller will have the Termright, at its 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 hours, and upon reasonable prior written notice, to Buyer’s books, records and accounts (including, without limitation, electronic records and accounts) as may be reasonably necessary to verify the accuracy of Net Sales, Sublicense Receipts and Royalties, as applicable, for a any period of ending not more than twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement date of an auditsuch request; provided, however, that Seller will not have the right to 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 Seller only the results of its audit and not any other information. Any such audit shall be at Licensormade during Buyer’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable normal business hours and in such a manner as shall not unreasonably to interfere with the normal business activities of LicenseeBuyer and shall be completed within a reasonable timeframe. Commencing as Seller will bear all the costs of such audit, unless a discrepancy of more than 5% exists in favor of the Effective DateSeller in which case the Buyer will bear the costs of said audit. If, each 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 shall be limited to verify Seller’s audit results and the discrepancies found during the first audit, and, assuming the two Term Years prior audits reconcile, Buyer shall make such additional payments within thirty (30) days after the date on which such second accounting firm’s written report is delivered to Buyer. ▇▇▇▇▇ will promptly, but no later than 7 days after the then-current Term Year (it being understood receipt of the second accounting firm's written report, give a copy of that accounting statements covering periods prior report to Seller. If the Effective Date shall be governed by results of the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records two audits do not reconcile, then the parties must engage in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business good faith negotiations for a period of four thirty (430) years from days with the date view of Licensee’s first exhibition 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 particular Included ProgramInstitute 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 acceptance by Licensor of any statement or payment shall be without prejudice third auditor will provide its draft report to any of Licensor’s rights or remedies Seller and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, Buyer for their reasonable comment and Licensee shall remain fully liable for any balance due under the terms of this Agreementreview before finalizing same. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months The determination of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall third auditor will be conclusive final and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee absence of manifest error. The parties shall have concealed information from or provided false information or failed equally share the costs incurred by the third auditor to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months be conducted, unless the third audit substantially confirms the results of the commencement of any either parties’ individual audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of in which case the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs cost of such examination (but only to the extent that such sums are actually audit shall be paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorother party hereto.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain at all times true and complete records and accurate books of account together with all other information relevant to the Included Programs, the provisions of this Agreement and Licensee’s compliance with the terms hereof.28 Licensor or its designee shall have the right at any time during or after the Term,29 upon reasonable written notice to Licensee, during business hours to audit, check and copy, at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to Licensee’s compliance with the terms hereof, the accuracy of the statements and reports delivered to Licensor by Licensee pursuant to this Agreement, and the amount of the License Fees due or payable hereunder and to ensure compliance with the Basic Television License Agreement. In addition, Licensee shall cause its Affiliated Institutions [and Affiliated Systems] to permit Licensor to audit, check and copy, at such entities’ respective principal places of business, their books and records in connection with each Included Program. Licensee shall maintain pertaining to the accuracy of the statements and reports delivered to Licensor by Licensee.30 If any such records audit reveals an error with respect to each Included Program at its principal place any item bearing upon the License Fees due or payable to Licensor, Licensee shall re-compute and make immediate payment of business for a period of four (4) years the License Fees due under this Agreement, together with interest thereon, compounded monthly from the date on which such License Fees shall have first been due and payable hereunder, at a rate equal to the lesser of Licensee’s first exhibition (i) 110% of the particular Included Program[Prime Rate] and (ii) the maximum rate permitted by applicable law. Additionally, in the event that the actual License Fees due under this Agreement for any period exceed the License Fees reported by Licensee to be due for such period by 5% or more,31 Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (a) all costs and expenses incurred by Licensor for the review and audit in respect of such period, and (b) attorneys’ fees32 incurred by Licensor in enforcing the collection thereof. The exercise by Licensor of any right to check, copy or to audit at any time(s) or the acceptance by Licensor of any statement or payment payment, shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 17 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor Such audit shall audit be subject to Licensee’s books reasonable security and recordsconfidentiality requirements, then and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor shall, within 6 months of thirty (30) days after the conclusion of such the audit. If the audit shows an overpayment, inform Licensee, in writing of any claim resulting therefrom Licensor shall pay the overpaid amount to Licensee within thirty (including a true copy 30) days after the conclusion of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to If any such claim within twenty underpayment is in excess of ten percent (2010%) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums such License Fees due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums License Fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to time, Licensor for any audit and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid attorneys’ fees incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall enforcing the additional sums so paid exceed the amount of the errorcollection thereof.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable Upon at least 30 days’ advance written notice by CyDex, Company shall permit, shall cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by CyDex (who has not been engaged by CyDex to provide services in any other capacity at least twenty (20) Business Days any time during the three-year period before such selection), and reasonably acceptable to LicenseeCompany or such Affiliate or Sublicensee, audit such books to have access to and to review, during normal business hours on business days upon reasonable prior written notice, the applicable records of Licensee as are reasonably necessary Company and its Affiliates or Sublicensees to verify the accuracy of the royalty payments made to Licensor under this AgreementSection 5. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, Such review may cover: (a) the records for sales made in any calendar year ending not more than three years before the date of such approval not to be unreasonably withheldrequest, and such cable, audit, law or accounting firm and/or the individuals involved shall (b) only those periods that have executed appropriate confidentiality agreements in not been subject to a form reasonably designated by Licensee prior to the commencement of an audit. Any Except as described hereafter, all such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit audits shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with at the normal business activities expense of LicenseeCyDex. Commencing as of the Effective Date, each audit Such audits shall be limited conducted not more than once in each calendar year and not more than once for each audited period. In the event such accountant concludes that additional payments of any kind as required by this Agreement were owed to CyDex during such period, the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date additional amounts shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from paid within 30 days after the date of Licensee’s first exhibition of the particular Included Program. The acceptance corresponding invoice sent by Licensor of any statement or payment shall be without prejudice CyDex and delivered to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true Company with copy of the auditoraforementioned accountant’s report)written report so concluding, andunless Company disputes the results of such audit in accordance with Section 14.3. The fees charged by such accountant shall be paid by CyDex, except unless the audit discloses that the amounts payable by Company for the claims set forth audited period are more than *** of the amounts actually paid for such period, in which case Company shall pay the reasonable fees and expenses charged by the accountant for such notice, all statements rendered audit (upon resolution of any dispute initiated by Licensee either Party pursuant to Section 14.3 with respect to the period covered same). In the event such accountant concludes that there was an overpayment by Company to CyDex during such period, at Company’s option, the overpayment shall be paid by CyDex to Company within 30 days after the date of the of the corresponding invoice sent by Company to CyDex, unless CyDex disputes the results of such audit in accordance with Section 14.3. CyDex shall cause the independent certified public accountant to keep confidential any information obtained during such inspection in accordance with the provisions set forth in Section 8 hereof and any prior period shall be conclusive report to CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CyDex only the amounts of (y) Net Sales that give rise to royalties and binding on the parties (z) royalties payments due and not payable. The Parties agree that all information subject to further audit. Notwithstanding anything to review under this Section 5.3 or under any Sublicense agreement is the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months Confidential Information of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorCompany.

Audit. During Licensee shall keep and maintain at all times during the Term, Term and for a period of twenty-four (24) 24 months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain thereafter complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program 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 15 of this Schedule. Licensor shall have the right during the Term and for a period of four (4) years from the date of 24 months thereafter during business hours to audit and check at Licensee’s first exhibition principal place of business, Licensee’s books and records pertaining to the accuracy of the particular Included Programstatements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of [3]% of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the reasonable direct out-of-pocket costs collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of Licensor’s inside costs remain in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four 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. Upon ten (410) years from Business Days’ notice, and no more than once per calendar year, Licensor shall have the date of right during business hours to audit and check at Licensee’s first exhibition principal place of business, Licensee’s books and records pertaining to the accuracy of the particular Included Programstatements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of five percent (5%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, that such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error. Errors and Omissions Insurance. Prior to the commencement of the License Period for each Included Program, Licensor shall secure, at Licensor’s sole cost and expense, a standard producer’s liability insurance policy covering Licensee’s exhibition, distribution and exploitation of such Included Program in the minimum amount of $3 million/$5 million (“Errors and Omissions Insurance”). Such Errors and Omissions Insurance shall name as additional insureds, Licensee, its Affiliates, its licensees and the officers, directors, agents and employees of the same, and shall contain a statement that the insurance being provided therein is primary and that any errors and omissions insurance carried by Licensee or any of its Affiliates is neither primary nor contributing. Licensor shall maintain such Errors and Omissions Insurance in full force and effect and unmodified throughout such License Period and for one (1) year beyond the termination of such License Period. To the extent that Licensee shall have Errors and Omissions Insurance with regard to its operation of the Licensed Service, Licensee shall provide that Licensor is named as an additional insured on such Errors and Omissions Insurance policy and Licensee will pass through to Licensor the benefit of any of its indemnities from product suppliers.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee Comcast shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition in connection with each of the particular Included ProgramProgram assets and pertaining to Comcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in this Section 21. The Upon ten (10) business days’ written notice, and no more than once per calendar year during the Term and once during the two (2) year period following the end of the Term, Studio shall have the right during business hours to audit and check at Comcast’s principal place of business, Comcast’s books and records pertaining to the accuracy of the license fees paid or payable hereunder in the then current calendar year and immediately preceding calendar year and Comcast’s compliance with this Agreement. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor Studio from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any such information shall be deemed confidential information of Comcast in accordance with Section 28. Studio must make any claim against Comcast within six (6) months after Studio receives the final results from any such audit (but in no case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If Licensor shall audit Licensee’s books and recordsa claim is not made within any limitation set forth herein, then Licensor shallthe Fee payments and all reports required hereunder shall be deemed final and incontestable, within 6 months and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except license fees due for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and is revealed by any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to LicensorComcast shall, in addition to making prompt payment of the additional sums due amount of such discrepancy, pay to Licensor, Studio (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct documented out-of-pocket costs of and expenses incurred by Studio for such examination audit, and (but only to ii) reasonable attorney’s fees actually incurred by Studio in enforcing the extent that collection thereof. Any overpayment identified by such sums are actually audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Licensor Studio to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of LicensorComcast within thirty (30) days after Studio’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount receipt of the erroraudit report.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program 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 Section 16. of this Schedule. Upon ten (10) Business Days’ notice, and no more than once per calendar year, Licensor shall have the right during the Term and for a period of four two (42) years from the date of thereafter, during business hours to audit and check at Licensee’s first exhibition principal place of business, Licensee’s books and records directly relevant to the accuracy of the particular Included Programstatements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an actual error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such actual error is in excess of five percent (5%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, that such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During (i) Broadcaster’s representatives shall have the right, not more than twice during the Term, to review and for a period of twenty-four (24) months thereafter/ or audit the SMS, Licensor’s authorized independent representatives mayCAS, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books other related systems and records of Licensee as are reasonably necessary to verify SMS of the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior Operator relating to the commencement Subscribed Channels for the purpose of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during verifying the Term or more than one time after the expiration correctness of the Term (and, so long as Licensee is promptly responding to the auditorinformation contained in Subscriber Reports and Operator’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere full compliance with the normal business activities of Licensee. Commencing as terms and conditions of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall such review and or audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect reveals that additional license fees are payable to the period covered Broadcaster, the Operator shall immediately pay such additional license fees, as increased by such audit and any prior period shall be conclusive and binding on interest levied at the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within rate of twenty four percent (2024%) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings)per annum. If an examination establishes an error in Licensee’s computation of any license fees due for any period exceed the sums Monthly License Fees reported by the Operator to be due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period by 2% (and provided that such error is either acknowledged by Licensee two percent) or confirmed by a final non-appealable order of a court of competent jurisdiction)more, then Licensee the Operator shall pay to Licensor, in addition to all of the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by LicensorBroadcaster’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs incurred in connection with such claims); providedreview and/or audit, howeverand take any necessary actions to avoid such errors in the future. (ii) The Operator shall remain the sole owner and holder of all customer databases compiled by the Operator under the Agreement. (iii) Broadcaster’s auditors shall also have the right to review or audit the books of accounts and records of Operator relating to the Subscribed Channels, that in no event shall once during the additional sums so paid exceed Term, for the amount purpose of verifying the correctness of the erroramounts payable to the Broadcaster under this Agreement and the correctness of the information contained in Subscriber Reports. The scope of such Audit shall be as set out in Annexure F. If such review or audit reveals that additional fees are payable to the Broadcaster (“Additional Fees determined by Commercial Audit”), Operator shall immediately pay such Additional Fees determined by Commercial Audit, as increased by interest levied at the rate of twenty four percent (24%) per annum. If such Additional Fees determined by Commercial Audit is more than five per cent (5%) of the Monthly License Fees for the applicable period already paid by Operator to the Broadcaster, the Operator shall pay all of the Broadcaster’s costs incurred in connection with such review and/or audit, and undertake to take any necessary actions to avoid such errors in the future. Further in such a case where there is a discrepancy of 5% or more, as detailed in this clause, the Broadcaster shall be permitted to be undertake such review/audit carried once in every quarter henceforth, however at the Broadcaster s sole discretion. For the sake of clarity, if such quarterly review/audit shows any discrepancy, then the Operator shall be liable to reimburse the Broadcaster’s costs incurred in connection with such review and/or audit. (iv) The Operator shall provide full cooperation to the Broadcaster’s Auditors in order to carry out the audit including but not limited to granting unfettered, unqualified and unrestricted access to the Operator’s facilities and systems including but not limited to SMS, CAS, IT systems and providing documents as may be required by the Auditors. The Operator shall have no objection to Auditors carrying/using their own equipment’s, systems including but not limited to laptop, software & hardware for conducting such audit and shall be provided with free ingress and egress from the premises where in such audit is conducted. This shall also apply to Technical Audits. Any breach by or on the part of the Operator with regard to the above covenants shall be construed as material breach of this Agreement. (v) The Operator will maintain at its own expense a subscriber management system (“SMS”) capable of, at a minimum: (a) maintaining a computerized customer database capable of recording adequate details of each Subscriber, including name, address, chosen method of payment and billing; (b) administering subscriptions of Subscribers by producing and distributing contracts for new Subscribers and setting up and maintaining an infrastructure whereby Subscriber contracts are collected and recorded in the SMS database for ongoing administration; (c) handling all ongoing administrative functions in relation to Subscribers, including, without limitation, billing and collection of subscription payments, credit control, sales enquiries and handling of complaints; (d) administering payments of any commission fees from time to time payable to the Operator’s authorized agents for the sale to Subscribers of programming packages; (e) obtaining and distributing receivers and smartcards, if applicable, to Subscribers, and issue replacement smartcards from time to time in its discretion; and (f) Enable new Subscribers via the SMS over-the-air addressing system and disable defaulting Subscribers from time to time in its discretion.

Audit. During (a) At the Termreasonable request, and for a period sole expense, of twenty-four (24) months thereafterLicensor within one year after receiving any Payment Statement, Licensor’s authorized Licensee shall permit an independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm certified public accountant designated by Licensor and approved reasonably acceptable to Licensee (the "Auditor"), to access Licensee's records maintained pursuant to Section 4.1 upon reasonable prior written notice to Licensee and during Licensee's normal business hours solely for the purpose of verifying the payment made in connection with such Payment Statement. The Auditor must conduct such audit in a manner designed to minimize disruption of Licensee's normal business operations. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit will be deemed Licensee's Confidential Information and will be subject to the Auditor's entry, such approval not prior to be unreasonably withheld, and such cable, conducting the audit, law or accounting firm and/or the individuals involved shall have executed appropriate into a written agreement with Licensee containing confidentiality agreements and restricted use obligations at least as restrictive as those set out in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expenseSection 8. Licensor may not audit exercise this right more than one time per once in any calendar year during and the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding Auditor may only disclose to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited Licensor information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior accuracy of the Payment Statement and any deficiency in the payment made, or any overpayment. Licensor shall not compensate the Auditor (in whole or in part) contingent on the outcome of the audit. (b) Licensor shall provide to Licensee a copy of the thenAuditor's audit report within thirty (30) days of Licensor's receipt of the report. If the report shows that payments made by Licensee are deficient, Licensee shall pay Licensor the deficient amount within thirty (30) days after Licensee's receipt of the audit report. If the report shows that payments made by Licensee are in excess of the required payment, Licensor shall, at Licensee's election, credit the excess amount against future Royalties or pay Licensee the excess amount at the time it provides the copy of the Auditor's audit report to Licensee. (c) The failure of Licensor to request verification of any Payment Statement during the one-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date year period after receipt of such Payment Statement shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The deemed acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, the Payment Statement and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered payments made by Licensee in accordance with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorPayment Statement.

Audit. 8.1. During the Term, Term and for a period of twenty-four one (241) months year thereafter, Licensor’s authorized independent representatives mayLicensor shall have the right, upon at least ten (10) business days written notice to Licensee and no more than once per calendar year, to inspect Licensee's books and records in the possession of or under the control of Licensee solely with respect to the calculation of the Royalty, during Licensee's regular business hours and upon reasonable advance written notice without any unreasonable disruption of Licensee’s business, and at least twenty (20) Business Days to Licensee, audit the place or places where such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved normally retained by Licensee. While on Licensee’s premises, such approval not to be unreasonably withheldLicensor (or its qualified third-party auditor) shall at all times comply with Licensee’s rules, regulations, and such cablepolicies, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days)including security requirements, and any such audited information shall be subject to Section 17 supervision by Licensee’s personnel. The on-premises portion of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to ten (10) business days; provided that during such period Licensee has provided all records necessary to verify the calculation of the Royalty. Any third party auditors retained by Licensor shall be reputable, independent accounting or auditing firms. No audit may cover any period covered by a previous audit or cover a period spanning more than two Term Years (2) years prior to commencement of the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date audit. Licensor shall be governed by permitted to make copies of the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records made available to it and extracts therefrom. The results and proceeds of any audit shall be provided to Licensee and deemed Licensee's confidential information to be used only in connection Licensor's efforts to enforce compliance with each Included Programthe Agreement. 8.2. Licensee shall maintain such records Any claim with respect to each Included Program at its principal place of business for a period of four an audit must be made within nine (49) years from months following the date of Licensee’s first exhibition of Licensor (or its third-party auditor) had been provided access to the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice information necessary to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing confirm the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months calculation of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further auditRoyalty. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in In the event that an audit reveals a discrepancy in the amount of Royalty owed Licensor from what was actually paid, Licensee shall have concealed information from or provided false information or failed pay such discrepancy, plus interest, calculated at the rate equal [REDACTED] PERCENT ([REDACTED]%) per annum calculated pro rata on a daily basis, but not to make available all pertinent information requested exceed the maximum rate allowed by Licensor’s auditorslaw. Licensor shall commence an action or proceeding with respect to any In the event that such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error discrepancy is in excess of 5% [REDACTED] UNITED STATES DOLLARS ($[REDACTED]), Licensee shall also reimburse Licensor for the actual, reasonable, and documented costs of such audit. 8.3. All books and records relative to Licensee's calculation of the sums due Royalty hereunder shall be maintained and kept accessible and available to Licensor for such period inspection for at least one (and provided that such error is either acknowledged by Licensee 1) year after expiration or confirmed by a final non-appealable order termination of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorthis Agreement.

Audit. During In the Termevent of a dispute regarding the Purchase Price or the royalty, and for a period of twenty-four (24) months thereafterthe Parties shall attempt to resolve the discrepancy in good faith by providing such financial information as may be required, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative which information shall be Confidential Information. If the Parties are unable to resolve the dispute informally, each of the Parties shall have the right, at its own expense and at any reasonable time or times, to cause a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor auditor not engaged on a contingency basis and approved by Licensee, such approval the audited Party (not to be unreasonably withheld, ) to inspect and audit the books and records of the other Party solely to verify the Purchase Price or Royalty calculation for a period of two (2) years from and after the period in which such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an auditcalculations were originally made. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit i) shall be conducted only after reasonable prior notice, during reasonable [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission. normal business hours and at the location(s) where such books and records are normally kept and (ii) may not be conducted more than once in any given twelve (12) month period. The auditor shall only report to the Parties the amount, if any, of any correction (each a “Correction Amount”) and shall not disclose to the Parties either the detailed or underlying information supporting such a manner as not unreasonably to interfere with conclusion or any of such auditor’s work papers. If the normal business activities of Licensee. Commencing as correction in either the Purchase Price or Royalty exceeds three per cent (3%) of the Effective Datepayment previously made for the audited period, each then in addition to paying the correction amount, the Party owing shall pay the other Party for the full costs of the audit and interest on the correction amount at the rate of three per cent (3%) above The Wall Street Journal United States Prime Rate (“Rate”) as published in the Eastern edition for the date on which the audit result is sent to the Parties, or if not a business day, then the next succeeding business day to such date. For example, if the Rate is 4% then the interest rate applicable hereunder would be 7%. Interest shall be limited to due for the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition the incorrect payment and until paid by the applicable Party. The results of the particular Included Program. The acceptance by Licensor of any statement or payment Audit shall be without prejudice Confidential Information, shall be shared concurrently with the Parties, and shall be binding on the Parties. Any payment required pursuant to any of Licensor’s rights such Audit or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms operation of this Agreement. If Licensor Article 7 by one Party to the other Party, shall audit Licensee’s books and records, then Licensor shall, be made within 6 months thirty (30) days of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy Parties’ receipt of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error.

Audit. (a) During the Term, and for a period of twenty-four three (243) months years thereafter: (i) Licensee or the operators of Premises identified in Schedule A, Licensorshall maintain and keep complete and accurate records in accordance with generally accepted accounting principles consistently applied and sufficient to verify compliance with the obligations hereunder with respect to each Premise; and (ii) ASCAP shall have the right, upon 60 days’ prior written notice, at its expense and no more than once per calendar year during the Term, to examine and complete an audit of Licensee’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records for one or more Premises, at any time during customary business hours, in order to verify any statements of Licensee Licensee’s Operating Policy and any other information provided by Licensee, only to such extent as are reasonably may be necessary to verify the accuracy of payments made to Licensor any statements or reports required under this License Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensorconducted by either an independent, certified public accounting firm with a professional ethical obligation of confidentiality, not currently auditing Licensee on behalf of any other third party, and not compensated on a contingency fee basis, pursuant to a nonuse and nondisclosure agreement, or qualified ASCAP personnel, who confirm their ethical obligations of confidentiality and adherence to the highest standards of professionalism, honesty and integrity, such determination to be made in ASCAP’s sole cost and expensediscretion. Licensor may not In the event ASCAP determines to conduct the audit more than one time per year during via ASCAP personnel, the Term or more than one time after the expiration of the Term principal lead shall be a licensed Certified Public Accountant (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days“CPA”), and ASCAP shall designate a member of its Business & Legal Affairs group to serve as liaison between Licensee and ASCAP in connection with any issues that may arise in the conduct of such audit. ASCAP shall consider all data and information coming to its attention as the result of any such audited information shall be subject to Section 17 of these Standard Terms examination as completely and any such entirely confidential. (b) The period for which ASCAP may audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit under this License Agreement shall be limited to the two Term Years prior three (3) calendar years before the year in which the audit is commenced. However, if an audit is postponed at Licensee’s request, ASCAP shall have the right to audit for the then-current Term Year calendar year in which ASCAP first notified Licensee of its intention to audit and the preceding three (it being understood that accounting statements covering periods prior 3) years. (c) In the event any such audit shows Licensee to have underpaid the Effective Date shall be governed Fees for such Premise(s) by the Prior Agreement). an amount equal to or less than 5%, Licensee shall keep pay a finance charge solely on the additional Fees due of one and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four one-half percent (41.5%) years per month, or the maximum rate permitted by New York law, whichever is less, from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or date(s) ASCAP demands payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report)amount, and, except for if the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty underpayment is more than five percent (205%) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums total amount due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction)question, then Licensee shall pay to Licensor, in addition to a finance charge on the additional sums Fees due to Licensorof one and one-half percent (1.5%) per month, (i) interest on such additional sums computed at or the best maximum rate charged permitted by Licensor’s principal bank to its best customerslaw, as whichever is less, from the same may vary from time to time, and (iidate(s) the reasonable direct additional Fees were due. If the underpayment is fifteen percent (15%) or more of the total amount due for the period in question, then Licensee shall also reimburse ASCAP for ASCAP’s reasonable, out-of-pocket costs and expenses actually incurred for the audit by the CPA. (d) Licensee shall have no liability to ASCAP for any underpayment or non-payment of Fees for any Premise subject to audit pursuant to this Article 4 for any period when such Premise was not owned or operated by Licensee unless Licensee has agreed in writing with the prior owner or operator of such examination (but only Premise to the extent that assume such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorliability.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program 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 for each Territory (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 four (4) years verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the date 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. 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 first exhibition of books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the particular Included Program. The acceptance by date when Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any receives such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit so examine Licensee’s books and records, then Licensor shall, within 6 six (6) months of the conclusion of such audit, inform Licensee, Licensee in writing of any claim resulting therefrom 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 (including a true copy of 24) months after the auditor’s report)date rendered, and, except for after such written objection, unless suit is instituted within thirty-six (36) months after the claims 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 such notice, all statements rendered by Licensee with respect to this Article 25 except in the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law case of court-ordered discovery in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings)litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums due to Licensorlicense fees due, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) reimburse Licensor for the reasonable direct third party out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall audit conducted by the additional sums so paid exceed the amount of the errorAccountant.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain at all times true and complete records and accurate books of account together with all other information relevant to the provisions of this Agreement. Licensor or its designee shall have the right at any time during or after the Term during business hours to audit, check and copy, at Licensee’s principal place of business, Licensee’s books and records in connection pertaining to Licensee’s compliance with each Included Programthe terms hereof, the accuracy of the statements delivered to Licensor by Licensee pursuant to this Agreement, and the amount of the License Fees payable hereunder. In addition, Licensee shall maintain cause its Affiliated Systems and Affiliated Institutions to permit Licensor to audit, check and copy, at such entities’ respective principal places of business, their books and records pertaining to the accuracy of the statements delivered to Licensor by Licensee. If any such audit reveals an error with respect to each Included Program at its principal place any item bearing upon the License Fees due or payable to Licensor, Licensee shall recompute and make immediate payment of business for a period of four (4) years the License Fees due under this Agreement, together with interest thereon, compounded monthly from the date on which such License Fees shall have first been due and payable hereunder, at a rate equal to the lesser of Licensee’s first exhibition (i) 110% of the particular Included Programprime rate published from time to time in the U.S. edition of the Wall Street Journal (“Prime Rate”) and (ii) the maximum rate permitted by applicable law. Additionally, in the event that the actual License Fees due under this Agreement for any period exceed the License Fees reported by Licensee to be due for such period by 10% or more, Licensee shall pay all costs and expenses incurred by Licensor for the review and audit in respect of such period. The exercise of any right to check, copy or to audit at any time(s) or the acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, statement and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 16 of this Schedule. Licensor shall have the right during business hours, with 10 Business Days prior written notice and without interrupting Licensee’s operation, to audit and check at Licensee’s principal place of business, Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall have 30 days to present written inconformity to said claim. After the parties reach an agreement on the amount of the discrepancy, if any, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 35% of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the reasonable direct out-of-pocket costs collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of Licensor’s inside costs remain in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, Term and for a period of twenty-four one (241) months year thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice Baxter ----- agrees to keep records of at least twenty (20) Business Days all worldwide Net Sales of Products by Baxter in sufficient detail to Licensee, enable the royalties paid hereunder to be determined. Nexell may audit such ▇▇▇▇▇▇'▇ books and records of Licensee as are reasonably necessary the other for the purpose of determining compliance with the terms of this Section 7. Nexell may use independent outside auditors (who may participate fully in such audit). In the event that an audit is proposed with respect to verify ▇▇▇▇▇▇'▇ proprietary information ("Restricted Information"), then on the accuracy ---------------------- written demand of payments made Baxter the individuals conducting the audit with respect to Licensor under this Agreementthe Restricted Information will be limited to Nexell's independent auditors. Licensor’s representative In such event, Baxter shall be a third party pay the costs of the independent nationally recognized cable auditors conducting such audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not but only with respect to be unreasonably withheld, and such cable, audit, law or accounting firm and/or that portion of the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior audit relating to the commencement Restricted Information. Such independent auditors shall enter into an agreement with Baxter, on terms that are agreeable to the parties, under which such independent auditors shall agree to maintain the confidentiality of an auditthe information obtained during the course of such audit and establishing what information such auditors will be permitted to disclose in reporting the results of any audit of Restricted Information. Any such audit shall be at Licensor’s sole cost conducted during regular business hours in a manner that does not interfere unreasonably with the operations of Baxter. The aggregate number of audits of ▇▇▇▇▇▇'▇ books and expense. Licensor may records conducted under this Section 7 shall not exceed one (1) financial audit more than one time per year during in any twelve (12) month period unless the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding next preceding audit disclosed a failure to conform to the auditor’s reasonable requests for documents and informationterms of this Section 7. Subject to the foregoing limitations, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as when requested by notice given not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years less than thirty (30) days prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition commencement of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreementaudit. If Licensor shall by such audit Licensee’s books and recordsNexell discovers unauthorized activities, then Licensor shall, within 6 months or if the amount of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims royalties due set forth in such noticethe auditor's report deviates by more than ten percent (10%) from the amount of royalties due reported by Baxter for the same period, all statements rendered by Licensee with respect to Baxter shall reimburse Nexell for the period covered by such cost of the audit. Any disputes arising out of an audit and any prior period performed hereunder shall be conclusive submitted by the parties to an accounting firm acceptable to both Baxter and Nexell (or, if they cannot agree on such selection, a national (big five) accounting firm will be selected by lot after eliminating ▇▇▇▇▇▇'▇ and Nexell's regular outside firm of auditors) and the firm so selected (the "Arbitrator") shall be directed by Baxter and ---------- Nexell to review the items in dispute as promptly as reasonably practicable and, upon completion of such review, to deliver written notice to each of Baxter and Nexell setting forth the Arbitrator's resolution of each disputed item. The Arbitrator's review shall be conducted in accordance with the Commercial Arbitration Rules of the Center for Public Resources and the Arbitrator's determination shall be final and binding on the parties and not subject to further audithereto. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor The place for such period (arbitration shall be Chicago, Illinois, or at such other place as may be agreed upon by Baxter and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorNexell.

Audit. During (i) The Broadcaster’s representatives shall have the right, not more than twice during the Term, to review and for a period of twenty-four (24) months thereafter/ or audit the SMS, Licensor’s authorized independent representatives mayCAS, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books other related systems and records of Licensee as are reasonably necessary to verify SMS of the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior Operator relating to the commencement Subscribed Channels for the purpose of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during verifying the Term or more than one time after the expiration correctness of the Term (and, so long as Licensee is promptly responding to the auditorinformation contained in Subscriber Reports and Operator’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere full compliance with the normal business activities of Licensee. Commencing as terms and conditions of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall such review and or audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect reveals that additional license fees are payable to the period covered Broadcaster, the Operator shall immediately pay such additional license fees, as increased by such audit and any prior period shall be conclusive and binding on interest levied at the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within rate of twenty four percent (2024%) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings)per annum. If an examination establishes an error in Licensee’s computation of any license fees due for any period exceed the sums Monthly License Fees reported by the Operator to be due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period by 2% (and provided that such error is either acknowledged by Licensee two percent) or confirmed by a final non-appealable order of a court of competent jurisdiction)more, then Licensee the Operator shall pay to Licensor, in addition to all of the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by LicensorBroadcaster’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs incurred in connection with such claims); providedreview and/or audit, howeverand take any necessary actions to avoid such errors in the future. (ii) The Operator shall remain the sole owner and holder of all customer databases compiled by the Operator under the Agreement. (iii) The Broadcaster’s auditors shall also have the right to review or audit the books of accounts and records of Operator relating to the Subscribed Channels, that in no event shall once during the additional sums so paid exceed Term, for the amount purpose of verifying the correctness of the erroramounts payable to the Broadcaster under this Agreement and the correctness of the information contained in Subscriber Reports. The scope of such Audit shall be as set out in Annexure F. If such review or audit reveals that additional fees are payable to the Broadcaster (“Additional Fees determined by Commercial Audit”), Operator shall immediately pay such Additional Fees determined by Commercial Audit, as increased by interest levied at the rate of twenty four percent (24%) per annum. If such Additional Fees determined by Commercial Audit is more than five per cent (5%) of the Monthly License Fees for the applicable period already paid by Operator to the Broadcaster, the Operator shall pay all of the Broadcaster’s costs incurred in connection with such review and/or audit, and undertake to take any necessary actions to avoid such errors in the future. Further in such a case where there is a discrepancy of 5% or more, as detailed in this clause, the Broadcaster shall be permitted to be undertake such review/audit carried once in every quarter henceforth, however at the Broadcaster s sole discretion. For the sake of clarity, if such quarterly review/audit shows any discrepancy, then the Operator shall be liable to reimburse the Broadcaster’s costs incurred in connection with such review and/or audit. (iv) The Operator shall provide full cooperation to the Broadcaster’s Auditors in order to carry out the audit including but not limited to granting unfettered, unqualified and unrestricted access to the Operator’s facilities and systems including but not limited to SMS, CAS, IT systems and providing documents as may be required by the Auditors. The Operator shall have no objection to Auditors carrying/using their own equipment’s, systems including but not limited to laptop, software & hardware for conducting such audit and shall be provided with free ingress and egress from the premises where in such audit is conducted. This shall also apply to Technical Audits. Any breach by or on the part of the Operator with regard to the above covenants shall be construed as material breach of this Agreement.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 16 of this Schedule. Upon five thirty (305) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor Such audit shall audit be subject to Licensee’s books reasonable security and recordsconfidentiality requirements, then and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor shall, within 6 months of thirty (30) days after the conclusion of such the audit. If the audit shows an overpayment, inform Licensee, in writing of any claim resulting therefrom Licensor shall pay the overpaid amount to Licensee within thirty (including a true copy 30) days after the conclusion of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to If any such claim within twenty underpayment is in excess of ten percent (2010%) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums such License Fees due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums License Fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to time, Licensor for any audit and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid attorneys’ fees incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall enforcing the additional sums so paid exceed the amount of the errorcollection thereof.

Audit. During a. At the Termreasonable request, and for a period sole expense, of twenty-four Licensors within two (242) months thereafteryears after receiving any Payment Statement, LicensorLicensee shall permit an independent certified public accountant designated by Licensors and reasonably acceptable to Licensee (the “Auditor”), to access Licensee’s authorized independent representatives may, records maintained pursuant to Section 5.1 upon reasonable notice to Licensee and during regular Licensee’s normal business hours solely for the purpose of verifying the Royalty payment made in connection with such Payment Statement. The Auditor must conduct such audit in a manner designed to minimize disruption of Licensee’s normal business operations. All information and upon reasonable advance materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit will be deemed Licensee’s Confidential Information and will be subject to the Auditor’s entry, prior to conducting the audit, into a written notice of agreement with Licensee containing confidentiality and restricted use obligations at least twenty as restrictive as those set out in Section 9. Licensors may not exercise this right more than once in any calendar year and the Auditor may only disclose to Licensors information limited to the accuracy of the Payment Statement and any deficiency in the payment made, or any overpayment. Licensors shall not compensate the Auditor (20in whole or in part) contingent on the outcome of the audit. b. Licensors shall provide to Licensee a copy of the Auditor’s audit report within ten (10) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify Licensor’s receipt of the accuracy of report. If the report shows that payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (andare deficient, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit 4.8, Licensee shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with pay Licensors the normal business activities of deficient amount within fifteen (15) days after Licensee. Commencing as ’s receipt of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreementreport. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered report shows that payments made by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is are in excess of 5% the required payment, Licensors shall pay Licensee the excess amount within fifteen (15) days after Licensors’ receipt of the sums due to Licensor audit report. Further, if the audit for such an annual period (and provided shows an under-reporting or underpayment or an overcharge by any Party for that such error is either acknowledged by Licensee or confirmed by a final non-appealable order period of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at in excess of [***] of the best rate charged by Licensor’s principal bank to its best customersamounts properly determined, the underpaying or overcharging Party, as the same case may vary from time to timebe, shall reimburse the Party conducting the audit for its respective audit fees and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs expenses in connection with said audit, which reimbursement shall be made within [***] days of receiving appropriate invoices and other support for such claims); provided, however, that in no event shall audit-related costs. c. The failure of Licensors to request verification of any Payment Statement during the additional sums so paid exceed the amount [***] period after receipt of such Payment Statement is deemed acceptance by Licensors of the erroraccuracy of the Payment Statement and the payments made by Licensee in accordance with the Payment Statement.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 16 of this Schedule. Upon ten (10) Business Days’ notice, and no more than once each twelve (12) month period, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of five percent (5%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, that such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in no event shall the additional sums so paid exceed the amount of the errorfull force and effect. [Prime rate is not established in our PPV and VOD agreement.]

Audit. During (a) At the Termreasonable request, and for a period sole expense, of twenty-four Licensor within thirty (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (2030) Business Days after receiving the royalty payment pursuant to LicenseeSection 4.1 hereof, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative Licensees shall be a third party permit an independent nationally recognized cable audit, law or accounting firm certified public accountant designated by Licensor and approved reasonably acceptable to Licensees (the “Auditor”), to access Licensees’ records maintained pursuant to Section 4.4 upon not less than five (5) Business Days' prior written notice to Licensees and during Licensees’ normal business hours solely for the purpose of verifying the royalty payments remitted hereunder. The Auditor must conduct such audit in a manner designed to minimize disruption of Licensees’ normal business operations. All information and materials made available to or otherwise obtained or prepared by Licenseeor for the Auditor in connection with such audit will be deemed Licensees’ Confidential Information and will be subject to the Auditor’s entry, such approval not prior to be unreasonably withheld, and such cable, conducting the audit, law into a written agreement with Licensees containing confidentiality and restricted use obligations at least as restrictive as those set out in Section 7 hereof. Notwithstanding the foregoing, Licensees shall not be required to provide access to or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements otherwise provide information in a form reasonably designated by Licensee prior respect of Licensees’ records to the commencement of an audit. Any extent such audit shall be at Licensor’s sole cost and expenseinformation are protected by HIPAA. Licensor may not audit exercise this right more than one time per year during once and the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding Auditor may only disclose to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited Licensor information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the accuracy of the report delivered to Licensor pursuant to Section 4.1 and any deficiency in the royalty payment made, or any overpayment. Licensor shall not compensate the Auditor (in whole or in part) contingent on the outcome of the audit. (b) Licensor shall provide to Licensees a copy of the Auditor's audit report within two Term Years prior (2) Business Day of Licensor's receipt of the report. If the report shows that royalty payments made by Licensees are deficient, Licensees shall pay Licensor the deficient amount within five (5) Business Days after Licensees’ receipt of the audit report. If the report shows that payments made by Licensees are in excess of the required royalty payment, Licensor shall return any such excess amount to Licensees within five (5) Business Days after Licensor’s receipt of the then-current Term Year audit report. (it being understood that accounting statements covering periods prior c) The failure of Licensor to exercise its rights under Section 4.5(a) within thirty (30) Business Days after receiving the Effective Date royalty payment pursuant to Section 4.1 shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The deemed acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such the report and the royalty payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, made by Licensees in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee accordance with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorSection 4.1 hereof.

Audit. During With the Termexception of any fixed basic monthly or annual maintenance charge set forth in this Agreement or an Order, BCS shall maintain complete, clear and accurate records of: (a) all hours of direct labor employees engaged in work for which payment under this Agreement is to be computed on the basis of actual hours worked, at a fixed rate per hour or other unit of time specified in this Agreement; and (b) billable costs payable by Ordering Company under this Agreement including a physical inventory, if applicable. These records shall be maintained in accordance with generally accepted accounting principles so they may be readily audited and shall be held until costs have been finally determined under this Agreement and payment or final adjustment of payment, as the case may be, has been made. BCS shall permit Ordering Company or Ordering Company's representative to examine and audit these records and all supporting records at all reasonable times. Audits shall be made not later than one calendar year after the expiration or termination of an Order, and the correctness of BCS's billing hereunder shall be determined from the results of that audit. In making arrangements with a vendor for a period the furnishing of twenty-four (24) months thereafterlabor, Licensor’s authorized independent representatives maymaterial or other items for which Ordering Company will be charged separately from the fixed basic monthly maintenance charges as set forth in this Agreement or the applicable Supplemental Agreement or Order, during regular business hours BCS shall require its vendor to keep separate records, and upon reasonable advance written notice make separate invoices, covering only what is so supplied, so that no part of at least twenty (20) Business Days the records or invoices shall apply to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under jobs not covered by this Agreement. Licensor’s representative shall In making payments to a vendor for labor, material or other items for which Ordering Company will be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years charged separately from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims fixed basic monthly maintenance charges as set forth in such noticethis Agreement or the applicable Supplemental Agreement or Order, all statements rendered by Licensee with respect BCS shall show its vendor's invoice number and date on BCS 's payment advice, and no part of that payment shall apply to the period other jobs not covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorthis Agreement.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives The Licensor may, during regular upon five (5) business hours and upon reasonable days advance written notice specifying any time of at least twenty day during Licensee’s business hours (20) Business Days or if Licensee has no set business hours then during the hours of 8AM to Licensee4PM), audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be either itself or using a third party independent nationally recognized cable auditagent, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and recordsrecords at Licensee’s place of business for the purpose of verifying Licensee’s reports and compliance by Licensee in all other respects with this Agreement. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months and in no case shall Licensor be permitted to repeat an audit of books for a period previously audited unless Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, then Licensee will grant Licensor, or its auditor, access to all of Licensee’s records for all prior periods to the extent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, Licensee will promptly pay the underpayment to Licensor shallincluding interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due Licensor until Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED such overpayment has been recovered by Licensee. If any audit leads to the discovery of an underpayment in respect of any Calendar Quarter of more than five percent (5%) between amounts due in respect of such quarter and amounts reported to be due by Licensee in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of this Agreement, Licensee will, within 6 months thirty (30) days after written notice from the Licensor, reimburse the Licensor for all of its costs related to the audit. Otherwise, any audit will be at the Licensor’s expense. Licensee will, in any event and without regard to the size of the conclusion discrepancy, immediately pay to the Licensor the amount of any previous underpayment, including interest from the time such auditamount was due until paid in full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, inform at Licensor’s option, by the Licensor itself or by an auditor selected by Licensor and reasonably acceptable to the Licensee. For the avoidance of any doubt, Licensor’s right to audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Permitted Sublicensees to the same extent that it applies to Licensee. Failure by Licensee, in writing of any claim resulting therefrom (including an Affiliate or a true copy of the auditor’s report), and, except for the claims Permitted Sublicensee to permit Licensor to conduct an audit as set forth in this Section 5.05 will immediately give Licensor the right to suspend the non-compliant party’s rights under the Patent Rights until such notice, all statements rendered by Licensee time as said party becomes compliant with this Section 5.05. Licensor’s right to audit Licensee’s books in accordance with this Section 5.05 will extend until the earlier of (i) two (2) years following the last commercial sale of a Licensed Product or (ii) three (3) years after the expiration or termination of this Agreement for any reason. With respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by under a continuing Sublicense under Sections 2.03(A) and 2.03(E), Licensor’s auditors. Licensor shall commence an action right to audit the Permitted Sublicensee’s books will extend for three (3) years after the expiration or proceeding with respect to any such claim within twenty (20) months termination of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible said Sublicense for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorreason.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete all relevant information and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program documents at its principal place of business for a period in connection with each of four (4) years from the date of Included Programs and pertaining to Licensee’s first exhibition compliance with the terms hereof, including, without limitation, copies of the particular Included Programstatements referred to in Article 15 of this Schedule. The acceptance by Licensor of any statement or payment shall have the right to engage an accounting firm (which shall be without prejudice an independent representative and which the parties acknowledge includes Sargoy ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Pricewaterhouse Coopers LLP, KPMG LLP and Ernst & Young LLP) during normal business hours to any audit and check at Licensee’s principal place of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statementbusiness, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months records pertaining to the accuracy of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy statements and other financial information delivered to Licensor by Licensee and the amount of the auditor’s report)license fees paid or payable hereunder; provided, andhowever, except for the claims set forth in such notice, all statements rendered by Licensee with respect that Licensor shall not be entitled to the period covered by conduct more than one such audit and in any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty twelve (2012) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings)month period. If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of two percent (2%) plus the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged reasonable out-of-pocket third party costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) the reasonable direct out-of-pocket costs attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of remain in full force and effect. Licensor’s inside costs in connection with claims related to an audit shall be waived if Licensor fails to make any claim based on such claims)audit within twelve (12) months after the completion of the audit; provided, however, that in no event shall the additional sums so paid exceed the amount of the errorauditor has timely received all relevant information and documents requested from Licensee.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain maintain, and shall cause each Delivery System to keep and maintain, complete and accurate books of account and records in connection with each Included Programof the Licensed Films including, without limitation, copies of the statements referred to in Article 15 hereof and the program guides referred to in Article 11 hereof. Licensee and each Delivery System shall maintain such records with respect to each Included Program Licensed Film at its principal place of business. Licensor shall have the right during business for a period of four hours to audit and check (4either itself or by an independent third party) years from the date of at Licensee’s first exhibition or Delivery System’s principal place of business, Licensee’s or such Delivery System’s books and records pertaining to the accuracy of the particular Included Programstatements and other financial information delivered to Licensor by Licensee, or by Delivery System to Licensee, including, without limitation, the amount of the License Fees paid or payable hereunder, and to ensure compliance with Article 17 hereof. Licensee shall enter into agreements with each Delivery System which incorporates the audit provisions set forth above. Licensee shall, upon request of Licensor, deliver to Licensor copies of all agreements between Licensee and any Delivery System. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of License Fees due with respect to the sums Licensed Films, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due to Licensor at 110% of the Prime Rate. If such error is in excess of 10% of such License Fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensoragrees, in addition to making immediate payment of the additional sums License Fees due plus interest in accordance with the previous sentence, to Licensor, pay to Licensor (i) interest on such additional sums computed at the best rate charged costs and expenses incurred by Licensor’s principal bank to its best customers, as the same may vary from time to timeLicensor for any audit, and (ii) reasonable attorney’s fees incurred by Licensor in enforcing the reasonable direct out-of-pocket costs collection thereof. In the event that the rate of interest set forth in this Article exceeds the maximum permitted legal interest rate, such examination (but only rate shall be automatically reduced to the extent that such sums are actually paid by Licensor to outside auditorsmaximum permitted legal interest rate, it being expressly understood that Licensee and all other terms and conditions of this Agreement shall not be responsible for any portion of Licensor’s inside costs remain in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for 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. Upon at least thirty (30) days’ written notice, and no more than once per calendar year, Licensor shall have the right during business hours to, either directly or through an independent audit firm of national (in the US and/or the Territory) standing unaffiliated with Licensee or Licensor, audit and check, at Licensor’s expense except as provided below, at Licensee’s principal place of business or a mutually-agreeable location designated by Licensee, Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee, and the amount of the license fees paid or payable hereunder, concerning the twelve (12) month period preceding Licensor’s notice of four audit (4) years from including to the extent such notice is delivered after the expiration or termination date of this Agreement but within twelve (12) months of such date). Licensor agrees that the results of any such audit, and all information reviewed in connection therewith, will be deemed to constitute Licensee’s first exhibition of the particular Included Programconfidential information. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment shall be without prejudice to any payment, whether or not the subject of Licensor’s rights or remedies and an audit, shall not bar Licensor from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees due with respect to the sums Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor the lesser of one hundred tenand three percent (110103%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of five10 percent (510%) of such license fees due for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensorshall, in addition to making immediate payment of the additional sums license fees due plus interest in accordance with the previous sentence, pay to Licensor, Licensor (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid and expenses incurred by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such claims); providedaudit, howeverand (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, that such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in no event shall the additional sums so paid exceed the amount of the errorfull force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error.information

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee Comcast shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition in connection with each of the particular Included ProgramProgram assets and pertaining to Comcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in this Section 21. The Upon ten (10) business days’ written notice, and no more than once per calendar year during the Term and once during the two (2) year period following the end of the Term, Studio shall have the right during business hours to audit and check at Comcast’s principal place of business, Comcast’s books and records pertaining to the accuracy of the Fees paid or payable hereunder in the then current calendar year and immediately preceding calendar year. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor Studio from thereafter disputing the accuracy of asserting a claim for any such payment or statementbalance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement. If Licensor Studio shall provide the results of such audit Licensee’s books and records, then Licensor shall, to Comcast within 6 three (3) months of conducting the conclusion audit and any such information shall be deemed confidential information of such audit, inform Licensee, Comcast in writing of accordance with Section 28. Studio must make any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee against Comcast with respect to unpaid Fees that were the subject of an audit within six (6) months after Studio receives the final results from such audit (but in no case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If such claim is not made within the time frame permitted by the immediately preceding sentence, then the Fee payments that were the subject of such audit and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of the Fees due for the period covered by such audit and is revealed by any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to LicensorComcast shall, in addition to making prompt payment of the additional sums due amount of such discrepancy, pay to Licensor, Studio (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customersreasonable, as the same may vary from time to time, and (ii) the reasonable direct documented out-of-pocket costs of and expenses incurred by Studio for such examination audit, and (but only to ii) reasonable attorney’s fees actually incurred by Studio in enforcing the extent that collection thereof. Any overpayment identified by such sums are actually audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future Fees payable hereunder; or (b) be paid by Licensor Studio to outside auditors, it being expressly understood that Licensee Comcast within thirty (30) days after Studio’s receipt of the audit report. Non-Disparagement. Studio shall not be responsible for in any portion way include programming, information (e.g., a “crawl”, pop-up or “placard”) in the Included Programs that is intended to disparage any member(s) of Licensor’s inside costs in connection with such claimsthe Comcast Group, any System, or the Licensed Service(s) or otherwise negatively portray any member(s) of the Comcast Group, any Systems or the Licensed Service(s); provided, however, that this provision shall not prohibit Studio from engaging in no event shall advertising or promotion for the additional sums so paid exceed Included Programs or responding to viewer inquiries, provided that any such communications, advertisements and promotions are in accordance with the amount of the errorprovisions set forth in this Agreement.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with 28.1 With respect to each Included Program at Program, during its principal place of business License Period and for a period of four (4) two years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statementthereafter, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall have the right, upon the auditor’s execution of a reasonable confidentiality agreement, to audit Licensee’s books and records, then Licensor shall, within 6 months records necessary for (i) the computation of the conclusion License Fees for such Included Program and (ii) confirming Licensee’s compliance with Section 9 (Other Content Providers) of such audit, inform Licensee, in writing of any claim resulting therefrom this Agreement (including a true copy of the auditor’s report), “Records”) (and, except for only in the claims set forth in such noticecase where Licensee does not have sufficient Records, all statements rendered by Licensee shall require any Approved System to accord Licensor the same audit rights with respect to their respective Records) once per calendar year for a period not to exceed 30 days. Any audit shall take place during normal business hours using a nationally recognized accounting or audit firm or an accounting or audit firm recognized throughout the period covered by entertainment industry, or such audit and any prior period shall be conclusive and binding on other accounting firm upon which the parties and not subject shall mutually agree. To the extent an audit relates to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s opportunity under this Agreement to match other agreements, such auditor shall disclose to Licensor only such information as is necessary to permit Licensor to enforce its rights at law in the event hereunder (e.g., if such auditor concludes that Licensee has fully complied with an audited match provision, such auditor shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findingsonly report that fact). If an examination establishes an error in Licensee’s computation of audit reveals that Licensee has under-reported the sums due amounts payable to Licensor hereunder, Licensee shall immediately account and pay to Licensor for the period covered amount of any shortfall together with interest at an annual rate equal to 110% of the prime lending rate of ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ (or the maximum rate permitted by such auditapplicable law, which error is if lower). Further, if an audit reveals an aggregate underpayment of License Fees in excess of 510% of for the sums due to period audited, Licensee shall pay all actual out-of¬pocket costs reasonably incurred by Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay audit up to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims)$75,000; provided, however, that such $75,000 cap shall only be applicable if Licensee has reasonably cooperated with Licensor and has not in no event any way committed any intentional act or omission which causes Licensor’s audit costs to increase in connection with such audit. 28.2 The exercise of Licensor’s right to audit pursuant to this Section 28 shall be with prejudice to Licensor’s rights and remedies with regard to the additional sums so paid exceed matters audited; provided, however, that Licensor shall retain any rights or remedies hereunder with regard to fraud, the amount failure of Licensee or an Approved System to produce documents requested during any such audit, and the errorfailure of Licensee to make any payment required as the result of such audit.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with 1With respect to each Included Program at Program, during its principal place of business License Period and for a period of four (4) two years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statementthereafter, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall have the right, upon the auditor’s execution of a reasonable confidentiality agreement, to audit Licensee’s books and records, then Licensor shall, within 6 months records pertaining tonecessary for the computation of the conclusion of License Fees for such audit, inform Licensee, in writing of any claim resulting therefrom Included Program (including a true copy of the auditor’s report), “Records”) (and, except for only in the claims set forth in such noticecase where Licensee does not have sufficient Records, all statements rendered by Licensee shall require any Approved System to accord Licensor the same audit rights with respect to their respective Records) once per calendar year for a period not to exceed 30 days. Any audit shall take place during normal business hours using a nationally recognized accounting or audit firm or an accounting or audit firm recognized throughout the period covered by entertainment industry, or such audit and any prior period shall be conclusive and binding on other accounting firm upon which the parties and not subject shall mutually agree. To the extent an audit relates to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s opportunity under this Agreement to match other agreements, such auditor shall disclose to Licensor only such information as is necessary to permit Licensor to enforce its rights at law in the event hereunder (e.g., if such auditor concludes that Licensee has fully complied with an audited match provision, such auditor shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findingsonly report that fact). If an examination establishes an error in Licensee’s computation of audit reveals that Licensee has under-reported the sums due amounts payable to Licensor hereunder, Licensee shall immediately account and pay to Licensor for the period covered amount of any shortfall together with interest at an annual rate equal to 110% of the prime lending rate of ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ (or the maximum rate permitted by such auditapplicable law, which error is if lower). Further, if an audit reveals an aggregate underpayment of License Fees in excess of 510% of for the sums due to period audited, Licensee shall pay all actual out- of¬pocket costs reasonably incurred by Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay audit up to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims)$75,000; provided, however, that such $75,000 cap shall only be applicable if Licensee has reasonably cooperated with Licensor and has not in no event shall the additional sums so paid exceed the amount of the errorany way committed any intentional act or omission which causes Licensor’s audit costs to increase in connection with such audit.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business covering all transactions relating to this Agreement. Licensor and/or its duly authorized representatives shall have the right, at reasonable business hours and upon seven (7) business days notice, at the place where such records are normally maintained, to inspect, audit, examine and make copies of such books and records and all other documents and material in Licensee's possession or control regarding any transactions relating to this Agreement. Licensor may not audit Licensee more than once in any Contract Year unless prior audits have uncovered Royalty underpayments of five percent (5%) or more. 6.1 All books and records of Licensee relating to this Agreement shall be retained by Licensee, and made available for a period of four Licensor review, for at least three (43) years from the date following termination of Licensee’s first exhibition of the particular Included Program. this Agreement. 6.2 The receipt or acceptance by Licensor of any statement of the statements furnished or payment any payments made by Licensee pursuant to this Agreement shall not preclude Licensor from reviewing the books and records or from questioning the accuracy thereof. Licensor shall have the right no more than one time per annual period to audit Licensee's books to determine the correctness of payments/amounts due Licensor hereunder. The cost of said audit shall be without prejudice borne by Licensor. However, if any audit reveals an underpayment by Licensee of five percent (5%) or more, Licensee shall pay forthwith (and in no event later than five (5) days after completion of said audit), the cost of the audit, and all payments found to any be due, with interest thereon, at the rate of Licensor’s rights prime plus 3%, computed from the date said unpaid payments/amounts would have been due had they been properly accounted for until the date they are actually paid. 6.3 In the event that an audit or remedies investigation of Licensee's books and records is made, certain confidential and proprietary information of Licensee may necessarily be made available to the person(s) conducting such audit or investigation. It is agreed that such confidential and proprietary information shall be retained in confidence by Licensor and its agents, employers and representatives, and shall not bar be used by Licensor from thereafter disputing and its agents, employers and representatives or disclosed to any third party without the accuracy prior written consent of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered unless otherwise required by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further auditlaw. Notwithstanding anything the foregoing, such information may be used in any proceeding based on Licensee's failure to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from pay its actual Royalty Payments or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay other obligations to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives The Licensor may, during regular upon five (5) business hours and upon reasonable days advance written notice specifying any time of at least twenty day during Licensee’s business hours (20) Business Days or if Licensee has no set business hours then during the hours of 8AM to Licensee4PM), audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be either itself or using a third party independent nationally recognized cable auditagent, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and recordsrecords at Licensee’s place of business for the purpose of verifying Licensee’s reports and compliance by Licensee in all other respects with this Agreement. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months and in no case shall Licensor be permitted to repeat an audit of books for a period previously audited unless Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, then Licensee will grant Licensor, or its auditor, access to all of Licensee’s records for all prior periods to the extent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, Licensee will promptly pay the underpayment to Licensor shallincluding interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due Licensor until such overpayment has been recovered by Licensee. If any audit leads to the discovery of an underpayment in respect of any Calendar Quarter of more than five percent (5%) between amounts due in respect of such quarter and amounts reported to be due by Licensee in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of this Agreement, Licensee will, within 6 months thirty (30) days after written notice from the Licensor, reimburse the Licensor for all of its costs related to the audit. Otherwise, any audit will be at the Licensor’s expense. Licensee will, in any event and without regard to the size of the conclusion discrepancy, immediately pay to the Licensor the amount of any previous underpayment, including interest from the time such auditamount was due until paid in full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, inform at Licensor’s option, by the Licensor itself or by an auditor selected by Licensor and reasonably acceptable to the Licensee. For the avoidance of any doubt, Licensor’s right to audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Permitted Sublicensees to the same extent that it applies to Licensee. Failure by Licensee, in writing of any claim resulting therefrom (including an Affiliate or a true copy of the auditor’s report), and, except for the claims Permitted Sublicensee to permit Licensor to conduct an audit as set forth in this Section 5.05 will immediately give Licensor the right to suspend the non-compliant party’s rights under the Patent Rights until such notice, all statements rendered by Licensee time as said party becomes compliant with this Section 5.05. Licensor’s right to audit Licensee’s books in accordance with this Section 5.05 will extend until the earlier of (i) two (2) years following the last commercial sale of a Licensed Product or (ii) three (3) years after the expiration or termination of this Agreement for any reason. With respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by under a continuing Sublicense under Sections 2.03(A) and 2.03(E), Licensor’s auditors. Licensor shall commence an action right to audit the Permitted Sublicensee’s books will extend for three (3) years after the expiration or proceeding with respect to any such claim within twenty (20) months termination of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of the sums due to Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to the additional sums due to Licensor, (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible said Sublicense for any portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the errorreason.