Common use of Audit Clause in Contracts

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Audit.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the ReconciliationOriginal Lease is hereby incorporated in this Sublease, after reasonable notice and at reasonable times as amended by this Section 3.2(e). Pursuant to inspect Section 4.5 of the Original Lease, Sublandlord has the right to examine Landlord’s books and records for any period for which Landlord has given Sublandlord a statement of Operating Costs and Real Estate Taxes and other charges under the Master Lease. If, within fifteen (including15) business days after receipt of an Operating Expense Statement from Sublandlord, without limitationSubtenant notifies Sublandlord that Subtenant desires to review Landlord’s records and identifies for Sublandlord those items Subtenant wishes to challenge, applicable invoices) as Sublandlord shall be necessary for Tenant forward to verify, at Tenant’s cost and expense, actual Other Periodic Payments for Landlord within the then most recent calendar year time period set forth in Section 4.5 of the Original Lease Term (an “Audit”) Subtenant’s challenge, and Tenant shall promptly deliver Sublandlord further agrees to exercise the review rights granted to Sublandlord under such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”)Section 4.5 with respect thereto; provided, however, such certified public accountant shall that the following terms and conditions are met: (i) Subtenant has not be the accountant who conducted Landlord’s initial calculation received notice from Sublandlord of Other Periodic Payments to a default under this Sublease which Tenant has occurred and is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, continuing at the request time of Tenantmaking such request, promptly refund such excess to Tenant and the cost of the Certification and the Audit (ii) Subtenant shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share responsible for all of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred paid by Tenant Sublandlord to perform such review and to comply with the results of such review, which costs and expenses shall be paid by Subtenant no later than thirty (30) days after receipt of written demand therefor. Notwithstanding the foregoing, Sublandlord shall have no obligation or liability to Subtenant if Landlord disputes the result of Subtenant’s challenge, other than pursuing arbitration as provided in Section 4.5.3 of the Original Lease if so elected by Sublandlord in its sole but reasonable discretion; provided, however, if Sublandlord so elects to arbitrate, Sublandlord and Subtenant shall each bear the cost of such arbitration in proportion to their respective interests in the Subleased Premises and Master Lease Premises, as applicable. Further, Sublandlord shall have the right to require Subtenant to deposit with Sublandlord an amount equal to Subtenant’s share of the arbitration costs before such arbitration commences. Sublandlord and Subtenant shall share in any reduction, refund or credit obtained or realized in connection with any such Auditexamination or arbitration based on their respective interests in the Subleased Premises and Master Lease Premises, as applicable.

Audit. In the event So long as there is no Event of any dispute as to any Other Periodic Payments due hereunder which Default under this Lease whereby Tenant owes Landlord is responsible formore than one month’s Base Rent or Additional Rent, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt right to conduct an audit of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records relating to Operating Expenses during the immediately preceding two (including2) calendar years, without limitationprovided that Tenant delivers to Landlord written notice of its intent to audit within (a) ninety (90) days after receipt by Tenant of the Reconciliation Statement for either of the two (2) years or (b) one hundred twenty (120) days after expiration of this Lease. Tenant must complete such audit within one hundred twenty (120) days after the date of Tenant’s notice of intent to audit, applicable invoices) and may audit no more than once per calendar year except as otherwise provided herein. Tenant’s audit shall be necessary conducted by Tenant or an agent of Tenant (who shall not be employed or engaged on a contingency basis, in whole or in part) during regular business hours at a reasonable time and place at the Property. Landlord shall maintain its books and records in a condition capable of being audited by Tenant for Tenant to verify, a period of at least five (5) years from the date of delivery of the applicable Reconciliation Statement (or any supplement or correction thereto). The results of Tenant’s cost and expense, actual Other Periodic Payments for audit shall be provided to Landlord within ten (10) Business Days after the then most recent calendar year completion of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlordinspection. If Landlord disputes desires to contest the result of Tenant’s inspection, Landlord may do so within ten (10) Business Days of its receipt of the inspection results, by submitting the results of such Auditthe inspection to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, to be conducted by a certification as single arbitrator with not less than ten (10) years’ experience in arbitrating issues related to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Auditcommercial real estate leases. If the Certification reflects audit report or arbitration establishes that the amount Landlord charged Tenant has overpaid for Tenant’s share Pro Rata Share of Other Periodic Payments for Operating Expenses was greater than the period in questionamount this Article 4 obligates Tenant to pay, then Landlord shall credit such refund the excess amount to Tenant’s next payment of Base Rent or, together with interest on the excess amount at the request rate per annum that is three percent (3%) higher than the prime rate of Tenant, promptly refund such excess interest publicly announced by ▇▇▇▇▇ Fargo Bank or its successor from time to Tenant and time (“Prime Rate”) (computed from the cost date of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid TenantLandlord’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord Reconciliation Statement) within thirty (30) days after demand therefor by Landlord receives a copy of the audit report or the arbitration is completed. If the audit report or arbitration establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses was less than the amount this Article 4 obligates Tenant to pay, Tenant will pay to Landlord, as Additional Rent subject to the provisions of Section 4.5, the difference between the amount Tenant paid and the cost amount determined in the audit or arbitration, together with interest on the underpaid amount at the Prime Rate, within thirty (30) days after Landlord receives a copy of the Certification audit report or the arbitration is completed. If the audit establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses exceeded the amount this Article 4 obligates Tenant to pay by three percent (3%) or more, and either (i) Landlord does not contest the result of the audit or (ii) Landlord does contest the results of the audit and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows results of the arbitration affirm that the aggregate amount Landlord charged Tenant for Tenant’s Pro Rata Share of Other Periodic Payments paid Operating Expenses exceeded the amount this Article 4 obligates Tenant to pay by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five three percent (53%)) or more, then Landlord shall shall, within ten (10) Business Days of receipt of written request accompanied by documentation reasonably satisfactory to Landlord, reimburse Tenant for the reasonable, reasonable out-of-pocket pocket, third party costs and expenses incurred by Tenant in conducting the audit. In the case of arbitration, the non-Prevailing Party shall pay to the Prevailing Party all attorneys’ fees and costs as provided in Section 24.18 of this Lease. The arbitrator shall have the exclusive, reasonable authority to determine which party was the prevailing party in the arbitration. Tenant must keep all information it obtains in any audit strictly confidential, may only use such information for the limited purpose this Section 4.6 describes and for Tenant’s own account, and shall not be discussed with nor disclosed to any third party, except for disclosures required by applicable law, court rule or order, or in connection with any litigation or arbitration involving Landlord or Tenant. (a) Landlord shall notify Tenant of any necessary or appropriate correction or adjustment of Operating Expenses reflected on any previously given Reconciliation Statement, within thirty (30) days after Landlord learns of the facts supporting such Auditcorrection or adjustment. If Landlord fails to notify Tenant of a correction or adjustment to a previously given Reconciliation Statement within two (2) years after the Reconciliation Statement has been delivered to Tenant and such correction or adjustment would increase the amount payable by Tenant, then, in any such case, Landlord shall have waived its right to thereafter correct the calculation of Operating Expenses for the year in question and/or adjustment with respect to Landlord calculation set forth on such Reconciliation Statement shall be final (except with respect to any manifest error or intentional misconduct by Tenant), provided that, with respect to Taxes, Landlord shall not be time-barred from delivering a correction to its calculation of Taxes if such correction is made due to a change in Taxes assessed to the Project by the applicable governmental authority after the Reconciliation Statement, in which case Landlord shall have an additional 180 days from receipt of such assessment to deliver notice of a correction to the previously given Reconciliation Statement. If Tenant fails to notify Landlord that Tenant intends to audit Landlord’s calculation of Operating Expenses within two (2) years after the later of the date of a Reconciliation Statement thereof or the correction or adjustment thereof has been delivered to Tenant, or, if Tenant fails to conclude its audit or inspection within two (2) years after the later of the date that the Reconciliation Statement or the correction or adjustment thereof has been delivered to Tenant, then, in any such case, Tenant shall have waived its right to object to the calculation of Operating Expenses for the year in question and the calculation set forth on such Reconciliation Statement shall be final (except with respect to any manifest error or intentional misconduct by Landlord) provided that, with respect to a change in the Taxes, Tenant shall not be time-barred from contesting its calculation of the change in the Taxes within two (2) years from the date Tenant receives written notice of a change in Taxes assessed to the Project. (b) If the Tenant has commissioned an independent audit of Operating Expenses, and the result of the audit reflects an overpayment by Tenant, and Landlord thereafter elects to arbitrate such findings, then Tenant shall not be in default under this Lease for failing to pay such “Additional Rent” if it elects not to continue to pay the amount the auditor ascertained was an overcharge during the pendency of such arbitration, so long as Tenant pays any shortfall within the time period required under this Article 4 following the conclusion of the arbitration. (c) If Tenant’s audit of Operating Expenses shows that the calculation of Operating Expenses in any particular category is in error by more than three percent (3%) for more than one calendar year, then Tenant shall have the right, on written notice to Landlord, to conduct an audit of Operating Expenses for three (3) additional years prior to the term initially audited by Tenant.

Audit. In the event of NeoPharm and any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) Licensor shall each have the rightright for a period of five (5) years after receiving any report, within one hundred eighty (180) days following receipt statement or payment with respect to Net Sales or Royalties, to obtain, at its expense, from an accountant or auditor selected by NeoPharm and agreed by NK an audit of all relevant records of NK to verify such report, statement or payment. NK shall make its records available for inspection by such accountant or auditor during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from NeoPharm or any Licensor, to the extent reasonably necessary to verify the accuracy of the Reconciliationreports and payments. Neither NeoPharm nor any Licensor may exercise its inspection right more than once in any calendar year, after reasonable notice and at reasonable times nor more than once with respect to inspect Landlord’s books and records (includingsales in any given period, without limitationunless a subsequent inspection reveals discrepancies which may have also occurred during such period. Such accountant or auditor shall report to NeoPharm, applicable invoices) or a Licensor, as shall be necessary for Tenant to verifythe case may be, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification only as to the proper amount accuracy of Other Periodic Payments the Net Sales computation and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s AuditRoyalty payments. If the Certification reflects audit shows that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant NK has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor any Royalties by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%) or more, for any period covered by the audit, NK shall, in addition to promptly remitting to NeoPharm the amount of underpayment, (i) pay for the cost of such audit and (ii) pay interest to NeoPharm at a per annum rate equal to three percent (3%) above London Inter Bank, Offered Rate (LIBOR), Landlord as in effect on the date of such determination, on such underpayment from the date such amounts were accrued until the date such amounts are paid. In the event the audit shows that NK has overpaid any Royalties due to NeoPharm hereunder, NK shall reimburse Tenant be allowed to deduct the amount of such overpayment from the next Royalty payment due to NeoPharm. Such accountant or auditor must agree to hold in strict confidence all information concerning Royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for such entity to reveal such information in order to allow NeoPharm to enforce its rights under this Agreement, perform its obligations to any Licensor(s), or disclosure is required by law. The failure of NeoPharm to request verification of any report, statement or payment during the reasonablefive (5) year period shall be considered acceptance of the accuracy of such report, out-of-pocket costs and expenses incurred by Tenant in connection with NK shall have no obligation to maintain records pertaining to such Auditreport, statement or payment beyond the five (5) year period. The results of the inspection shall be binding on both Parties.

Audit. In the event At any time within 6 months after receiving Landlord’s accounting of any dispute as actual Operating Expenses and Taxes for a particular calendar year, Tenant may, upon 5 business days’ prior written notice to any Other Periodic Payments due hereunder which Landlord is responsible forLandlord, at Tenant’s sole cost and expense, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect examine and/or audit Landlord’s books and records (includingconcerning Operating Expenses and Taxes for such calendar year, without limitationduring Landlord’s reasonable business hours. Any such audit may be conducted by Tenant’s employees or by an accounting firm. Tenant may make a written request to Landlord for any claimed excess payment of Operating Expenses or Taxes within the 6-month period after it has received Landlord’s accounting of actual Operating Expenses and Taxes for a particular year. If Tenant fails to make such a written request for any claimed excess payment for Operating Expenses or Taxes within such 6-month period, applicable invoices) as Tenant’s claim to any excess payment for Operating Expenses or Taxes for the year for which such statement was prepared shall be necessary for Tenant to verify, at Tenant’s cost conclusively deemed waived and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlorddischarged. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket reasonable costs and expenses incurred by Tenant in conducting any such audit if it is determined pursuant to such audit that Landlord has overstated the actual amount of Tenant’s Share of either Operating Expenses or Taxes for the applicable year by more than 3%. Any accounting firm employed by Tenant to perform such audit may not be compensated on any basis that makes all or any part of its fee contingent upon the results of the audit or the amount of any refund from Landlord. The results of any such audit (and any negotiations between the parties related to such audit) shall be maintained strictly confidential by Tenant and its accounting firm and shall not be disclosed, published or otherwise disseminated to any other party other than to Landlord and its authorized agents, except that it may be disclosed to Tenant’s attorneys and lenders, or in connection with the enforcement by Tenant of its rights under this Lease; Landlord and Tenant shall use their best efforts to cooperate in such Auditnegotiations and to promptly resolve any discrepancies between Landlord and Tenant in the accounting of such Operating Expenses and Taxes.

Audit. In the event of any dispute as Upon at least 14 days advance written notice by CyDex, Company shall permit, and shall cause its Affiliates and Sublicensees to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenantpermit, an officer of Tenant or an independent, 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 any time during the three-year period before such selection and who executes a standard and customary confidentiality agreement prepared by Company), and reasonably acceptable to Landlord (Company or such Affiliate or Sublicensee, to have access to and to review, during normal business hours upon reasonable prior written notice, the “Accountants”) shall have applicable records of Company and its Affiliates or Sublicensees to verify the right, within one hundred eighty (180) days following receipt accuracy of the Reconciliationroyalty payments under this Section 5. Such review may only cover: (a) the records for sales made in any calendar year ending not more than three years before the date of such request, after reasonable notice and at reasonable times (b) only those periods that have not been subject to inspect Landlord’s books and records (includinga prior audit. Except as described hereafter, without limitation, applicable invoices) as all such audits shall be necessary for Tenant to verify, conducted at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent expense of CyDex. Such audits shall be 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 additional amounts shall be paid within 30 days of the Lease Term (an “Audit”) and Tenant shall promptly deliver date CyDex delivers to Company such Audit to Landlord. If Landlord accountant’s written report so concluding unless Company disputes the results of such Auditaudit in accordance with Section 14.3. The fees charged by such accountant shall be paid by CyDex, a certification as unless the audit discloses that the amounts payable by Company for the audited period are more than 110% 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 audit (pending the results of any dispute initiated by either party pursuant to Section 14.3 with respect to the proper amount of Other Periodic Payments and same). In the amount due event such accountant concludes that there was an overpayment by Company to or payable by Tenant CyDex during such period, at Company’s option, the overpayment shall be made paid by an CyDex to Company within 30 days of the date of the written report. The independent certified public accountant mutually agreed shall keep confidential any information obtained during such inspection in accordance with the provisions set forth in Section 8 hereof and shall report to by Landlord CyDex and TenantCompany only the amounts of Net Sales and royalties/milestone payments due and payable. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the The parties agree that Tenant all information subject to review under this Section 5.3 or under any Sublicense agreement is the Confidential Information of Company and that CyDex shall choose an independent certified public cause its accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period retain all such information in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditconfidence.

Audit. Trustees of the Ohio Conference of Plasterers' and Cement Masons' Health and Welfare Fund or any other trust fund or its designated representative shall have the authority, at the expense of that trust fund, to audit the payroll records and books of a contributing Employer, either directly or through a qualified public accountant, as it may be deemed necessary in the administration of that trust fund or any other fund for which contributions are paid to the depository Ohio Conference of Plasterers' and Cement Masons' Health & Welfare Fund. Such a payroll audit may be undertaken pursuant to a routine payroll audit program or on an individual basis. Whenever a payroll audit is authorized, the contributing Employer shall make available to the Ohio Conference of Plasterers' and Cement Masons' Health and Welfare Fund or any other trust fund, its trustees or person designated by them, its payroll books and records as it pertains to persons covered under the Collective Bargaining Agreement, as well as any other records of the Employer which the trustees deem necessary to determine the amount of contributions and the accuracy of contributions or to determine which Employees for whom contributions are due. In the event of any dispute the payroll audit discloses that the contributing Employer has not paid contributions as to any Other Periodic Payments due hereunder which Landlord is responsible forrequired by the underlying Collective Bargaining Agreement, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as Employer shall be necessary liable for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification audit. The trustees of the Ohio Conference of Plasterers' and Cement Masons' Health and Welfare Fund shall have the authority, however, to waive all or a part of such costs for good cause shown. In the event the trustees of the Ohio Conference of Plasterers' and Cement Masons' Health and Welfare Fund or any other trust fund determine that the Employer has violated the provisions of this Agreement in their method of computation of contributions, or if adequate records are not made available to allow the trustees or its designated representative to make a determination in that regard, the person or persons conducting said audit may determine delinquency by dividing each Employee's gross compensation by the applicable hourly rate of pay, and the Audit quotient from the calculation shall be multiplied by the applicable fringe benefit contributions required to be paid under the Agreement, and the amount so determined shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty forty-eight (3048) days hours after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditEmployer receives written notice.

Audit. In Notwithstanding the event foregoing provisions of Section 3.2(e), if, following Sublandlord’s delivery to Subtenant of an Annual Operating Cost Statement, Subtenant reasonably disputes any dispute as to any Other Periodic Payments due hereunder amount set forth in the Landlord’s Statement upon which Landlord Sublandlord’s Annual Operating Cost Statement is responsible forbased, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord and provided that (the “Accountants”A) shall have the Sublandlord has not previously exercised its right, within one hundred eighty (180) days following receipt of set forth in the ReconciliationMaster Lease, after reasonable notice and at reasonable times to inspect review Landlord’s books and records with respect to such Statement; and (includingB) Subtenant notifies Sublandlord, without limitationwithin sixty (60) days following Sublandlord’s delivery of Sublandlord’s Annual Operating Cost Statement to Subtenant of Subtenant’s desire to cause Sublandlord to exercise such review right; and (C) there is sufficient time remaining, applicable invoicesas of the date of Subtenant’s notice to Sublandlord, in which to complete a review of Landlord’s books and records on which Landlord’s Statement is based prior to the expiration of the six (6) month deadline described in Section 4.6 of the Original Master Lease, then, provided further that Subtenant has timely paid (A) promptly provide Subtenant with any report prepared by Sublandlord’s accounting firm or accountant and, (B) equitably allocate to Subtenant any refund of Direct Expenses attributable to an overpayment by Sublandlord of Operating Costs, following Sublandlord’s recovery of all costs associated with such review, as may then be equitable given any corresponding overpayment of Operating Costs by Subtenant and in such event, Subtenant shall be necessary for Tenant have no obligation to verify, at Tenant’s cost and expense, actual Other Periodic Payments reimburse Sublandlord for the then most recent calendar year costs of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable review initiated solely by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditSublandlord.

Audit. In Landlord shall keep, for a period of at least three (3) years after the event expiration of any dispute calendar year for which Tenant actually paid a share of Common Expenses, accurate records and supporting documents in connection with Landlord’s annual statement of Common Expenses for such calendar year. No more than once in any calendar year, and within 90 days after receipt of any year-end statement referred to above, and so long as to any Other Periodic Payments due hereunder which Landlord is responsible for, there exists no Default of Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the rightright to challenge the accuracy of any Common Expenses for the year described in such statement, by giving Landlord notice (within one hundred eighty such 90-day period) of any such challenge (180) days following receipt of which notice shall set forth in reasonable detail the Reconciliationparticular instances in which Tenant believes such accounting to be in error), after reasonable notice Landlord shall make Landlord’s invoices or supporting documents for the year in question available to Tenant and Tenant may inspect the same at Landlord’s management office at reasonable times to inspect Landlordupon Tenant’s books and records (including, without limitation, applicable invoices) as request. No auditor shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for compensated in any manner that is based on the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments any recovery, and the amount due to or payable by Tenant no audit shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenantfor any year other than the year described in the applicable statement. If Landlord any inspection or audit pursuant to this paragraph and conducted using generally accepted auditing standards reveals an overcharge, such amounts shall be credited against amounts coming due from Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that for Common Expenses (but Tenant shall choose an independent certified public accountant in no event be entitled to conduct a credit in excess of the certification as to the proper amount of Tenant’s share of Other Periodic Payments due actually paid by Tenant for the period in question (the “Certification”question); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which . If Tenant is now objecting entitled any such credit upon the expiration or early termination of this Lease, the accountant who conducted amount of such credit shall be repaid to Tenant’s Audit. If the Certification reflects such audit or inspection reveals that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Paymentswas undercharged, Tenant shall promptly pay such additional share the amount of Other Periodic Payments to Landlord the undercharge within thirty ten (3010) business days after demand therefor the completion of the audit. In the event that Tenant’s audit indicates that Tenant was required to pay more than 110% of Tenant’s Share of the actual Common Expenses incurred by Landlord and for the cost of the Certification and the Audit shall be paid calendar year in question (as indicated by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%Landlord’s year-end reconciliation statement), Landlord shall will reimburse Tenant on request for the reasonable, actual and reasonable out-of-pocket costs and expenses incurred cost paid by Tenant in connection with for such Auditaudit, provided that Landlord will not be required to reimburse Tenant more than $2,500 hereunder.

Audit. In Provided no Event of Default then exists and subject to the event following provisions, Tenant shall have the right to inspect, at reasonable times and in a reasonable manner, provided Landlord receives Tenant’s written request therefor within the thirty (30) day period following the delivery of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord the Total Operating Costs Statement (the “AccountantsAudit Notice”) ), such of Landlord’s books of account and records as pertain to and contain information concerning such Operating Costs in order to verify the amounts thereof. Tenant agrees that any information obtained during an inspection by Tenant of Landlord’s books of account and records shall have the rightbe kept in confidence by Tenant and its agents and employees and shall not be disclosed to any other parties, except to Tenant’s attorneys, accountants and other consultants. If Tenant shall not deliver an Audit Notice within one hundred eighty thirty (18030) days following after the Total Operating Costs Statement for such year was delivered to Tenant, Tenant shall be deemed to have approved such Statement. Tenant’s inspection shall be conducted within thirty (30) days after Landlord’s receipt of the ReconciliationAudit Notice where Landlord maintains its books and records, after reasonable notice and at reasonable times to inspect it shall take place only during Landlord’s normal business hours. Landlord agrees to provide such access to its books and records (including, without limitation, applicable invoices) as shall be necessary reasonably promptly following Landlord’s receipt of an Audit Notice. Tenant may conduct only one such inspection for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar each fiscal year of the Lease Term Property during the Term. No subtenant shall have any right to conduct a review, and no assignee shall conduct a review for any period during which such assignee was not in possession of the Premises. Within thirty (an “Audit”30) and days after such inspection Tenant shall promptly deliver such Audit provide written notice to Landlord. If Landlord disputes of the results of such Auditinspection. If as a result of such inspection it is mutually agreed, a certification as to the proper amount or if it is ultimately determined, that an error was made in Tenant’s Pro Rata Share of Other Periodic Payments and the amount due to or payable Total Operating Costs paid by Tenant, then Tenant shall be made by an independent certified public accountant mutually agreed to by pay Landlord and Tenant. If any underpayment within thirty (30) days of such determination, or Landlord and shall credit Tenant cannot mutually agree to an independent certified public accountantwith any overpayment, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share Pro Rata Share of Other Periodic Payments due by such Total Operating Costs, within thirty (30) days after notification thereof. For the purpose of conducting such inspection, Tenant for the period in question (the “Certification”); provided, however, such shall retain an independent firm of certified public accountant accountants or a qualified real estate professional having at least 10 years of relevant audit experience, which is mutually acceptable to Tenant and Landlord, and which shall not be compensated on a contingency fee basis or in any other manner which is dependent upon the accountant who conducted Landlord’s initial calculation results of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Auditsuch inspection. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the The cost of the Certification and the Audit such audit shall be paid by Landlord and converselyTenant unless the final result of such audit shall indicate an overstatement of more than 10%, if Tenant has underpaid Tenant’s share in which case the cost of Other Periodic Paymentssuch audit, Tenant up to a maximum amount of $1,000, shall promptly pay such additional share of Other Periodic Payments to be paid for by Landlord within thirty (30) days after demand its receipt of paid invoices therefor by Landlord and the cost of the Certification and the Audit shall be paid by from Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Audit.

Audit. In The Parties agree to keep full and accurate books and records setting forth in reasonable detail the event of any dispute as payments payable to any Other Periodic Payments due hereunder which Landlord is responsible forthe other Party hereunder, Tenantor Glass Product Expenses to be recorded hereunder, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord and the calculation thereof. Each Party (the “AccountantsAUDITING PARTY”) shall have the right, within one hundred eighty right to appoint an internationally recognized accounting firm (180but not the Auditing Party’s accounting firm) days following receipt of reasonably acceptable to the Reconciliation, after reasonable notice and at reasonable times other Party (the “INDEPENDENT AUDITOR”) to inspect Landlord’s audit the financial books and records that the other Party (includingthe “AUDITED PARTY”) is expressly required to keep under this Agreement with respect to payments owed to the Auditing Party, without limitationor Glass Product Expenses to be recorded, applicable invoicesunder this Agreement (the “RELEVANT BOOKS AND RECORDS”). The Audited Party may require the Independent Auditor, prior to any such audit, to agree to reasonable confidentiality restrictions and the Independent Auditor shall (i) treat as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year confidential information of the Lease Term Audited Party all information obtained in connection with such audit and (an “Audit”ii) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes not disclose the results of such Audit, a certification as same to the proper amount of Other Periodic Payments Auditing Party or others, except that the Independent Auditor may disclose to the Auditing Party only whether the audit revealed an underpayment, or an inaccuracy with respect to Glass Product Expenses, and the amount due of such underpayment or inaccuracy, if any. An audit shall be permitted only upon at least thirty (30) days’ prior written notice to the Audited Party, and in no event more than once during any calendar year (unless an audit in any calendar year revealed an underpayment, in which case the Auditing Party may conduct one (1) additional audit in such calendar year). The Independent Auditor shall conduct the audit during normal business hours solely as necessary to confirm the accuracy of the Relevant Books and Records. The Independent Auditor may not be paid on a contingency fee basis and shall provide its report simultaneously to both Parties. The Auditing Party shall be solely liable for all costs and expenses accrued in connection with such audit. In the event the audit reveals an underpayment or payable by Tenant inaccuracy, *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission. prompt adjustment of all unpaid amounts owed under this Agreement shall be made by an independent certified public accountant mutually agreed the Audited Party, provided that nothing contained herein is intended to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree waive or limit the Audited Party’s right to an independent certified public accountant, then contest the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount accuracy of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost any finding of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditIndependent Auditor.

Audit. In Purchaser shall keep, and will cause each Milestone Obligor to keep, complete, true and accurate books and records in sufficient detail for Seller to determine Annual Net Sales. Purchaser shall keep such books and records for at least three years following the event end of any dispute as the calendar year to any Other Periodic Payments due hereunder which Landlord they pertain. At the written request of Seller within [*] after its receipt of a Milestone Notice, or within [*] after Seller’s receipt of a Net Sales Report for a given calendar year or after Purchaser’s audited financial statements become publicly available, if a Net Sales Report is responsible fornot required for a given calendar year, Tenant, Purchaser shall permit an officer of Tenant or an independent, certified public accounting firm independent auditor designated by Seller and reasonably acceptable to Landlord (the “Accountants”) shall have the rightPurchaser, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times and upon reasonable notice, to inspect Landlord’s audit the books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments of Purchaser for the then most recent sole purpose of verifying Annual Net Sales for such calendar year and whether any Milestone Event was achieved during such Calendar Year. Such examinations may not be conducted more than once in any calendar year, and each calendar year may only be audited one time. Such auditor shall enter into a reasonable and customary confidentiality agreement with Purchaser and shall not disclose the findings and results of the Lease Term (an “Audit”) audit or Purchaser’s confidential information, except to disclose the findings and Tenant shall promptly deliver such Audit results of the audit to LandlordSeller. If Landlord disputes such audit concludes that a Milestone Event was achieved during such calendar year, then Purchaser shall pay to Seller the corresponding Milestone Payment pursuant to Section 2.8(a) within 15 Business Days of the delivery of the final results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs audit and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord late fees pursuant to Section 2.8(f) that have accrued from the reports described above by more than five percent (5%)date the Milestone Payment was due and payable under Section 2.8(a) through the date the Milestone Payment is actually paid to Seller, Landlord and Purchaser shall reimburse Tenant for the reasonable, reasonable out-of-pocket costs and expenses incurred by Tenant in connection with Seller for the conduct of such Auditaudit.

Audit. In At its option, Lessor may at any time, upon not less than thirty (30) days, prior written notice to Lessee, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the event entire records and operations of Lessee included in Gross Revenues from the Premises during the period covered by any statement issued by Lessee. Lessee shall make available to the Lessor’s auditor at the Premises or Lessee’s main accounting office on the day set forth in Lessor’s notice, requiring such audit, all of the financial records, source documents, variance reports, general ledgers, management reports, arrearage reports, check registers, and any other materials which such auditor deems necessary or desirable for the purpose of performing such audit. Lessee shall promptly pay to Lessor the amount of any dispute as to deficiency in Percentage Rent payments disclosed by any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlordaudit. If Landlord disputes the results such audit shall disclose that Lessee’s statement of such Audit, a certification as Gross Revenues is at variance to the proper amount extent of Other Periodic Payments and the amount due five percent (5%) or more, Lessor may ▇▇▇▇ to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and Lessee the cost of the Certification and the Audit such audit, which Lessee shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord Lessee’s receipt of Lessor’s invoice. If such audit shall disclose an overpayment, Lessor shall credit such overpayment toward the next payment of Rent due. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the cost event Lessee’s auditor and Lessor’s auditor shall schedule a date for an audit of Lessee’s records, and Lessee shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit. Lessor and Lessee agree to attempt to resolve any audit dispute not resolved in sixty (60) days following delivery of the Certification and final audit by submitting the Audit results of the disputed audit to a mutually acceptable third-party accounting firm for its opinion, the fees of which shall be paid by TenantLessee. If no Certification process occurs and any In addition to Lessor’s available remedies, in the event an audit or other reliable information reveals that Lessee’s records are unavailable due to Lessee’s failure to reasonably maintain such records, Lessor shall be entitled to collect as Additional Rent from Lessee an amount equal to the lesser of (i) fifty percent (50%) of the Percentage Rent (the "Audit shows that the aggregate amount of Other Periodic Payments Unavailability Penalty") paid by Tenant Lessee in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant preceding Lease Year prorated for the reasonableperiod in question (i.e., out-of-pocket costs and expenses incurred by Tenant if the period in connection with such Audit.question is equal to six (6) months, then the Additional Rent provided for herein will be equal to 50% (1/2 of the year) of the Audit Unavailability Penalty) or

Audit. In the event So long as Tenant is not then in monetary default of any dispute as to term or condition of this Lease beyond any Other Periodic Payments due hereunder which Landlord is responsible forapplicable notice and cure period, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the rightright to conduct a Tenant’s Review, within one hundred eighty as hereinafter defined, at Tenant’s sole cost and expense (180except as provided herein) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoicesphotocopy and delivery charges), upon thirty (30) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit days’ prior written notice to Landlord. If Landlord disputes the results “Tenant’s Review” shall mean a review and audit of such Audit, a certification as Landlord’s books and records relating to the proper amount of Other Periodic Payments (and the amount due to or only relating to) Building Expenses and Amenity Expenses payable by Tenant hereunder for the most recently completed calendar year as reflected on Landlord’s final year-end reconciliation of Building Expenses and Amenity Expenses (“Final Statement”). Tenant’s Review must be performed by either an employee of Tenant or by a Certified Public Accountant (“CPA”) reasonably satisfactory to Landlord. Tenant must elect to perform a Tenant’s Review by written notice of such election received by Landlord within ninety (90) days following delivery to Tenant of the Final Statement for the most recently completed calendar year. In the event that Tenant fails to make such election in the time and manner required or fails to diligently perform such Tenant’s Review to completion, then Landlord’s calculation of Building Expenses and Amenity Expenses shall be made final and binding on Tenant. Tenant hereby acknowledges and agrees that even if it has elected to conduct a Tenant’s Review, Tenant shall nonetheless pay all Building Expenses and Amenity Expenses payments to Landlord, subject to readjustment. Tenant further acknowledges that Landlord’s books and records relating to the Building may not be copied in any manner, are confidential, and may only be reviewed at any time during normal business hours at a location reasonably designated by Landlord, but Landlord will make such records available within the metropolitan area in which the Premises is located. Tenant shall provide to Landlord a copy of Tenant’s Review as soon as reasonably possible after the date of such Tenant’s Review. If Tenant’s Review reflects a reimbursement owing to Tenant by Landlord, and if Landlord disagrees with Tenant’s Review, then Tenant and Landlord shall jointly appoint an independent certified public accountant mutually agreed auditor to by conduct a review (“Independent Review”), which Independent Review shall be deemed binding and conclusive on both Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period Independent Review results in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess a reimbursement owing to Tenant and the cost equal to four percent (4%) or more of the Certification and amounts reflected in the Audit Final Statement, the costs of the Independent Review shall be paid by Landlord and converselyLandlord, if but otherwise Tenant has underpaid shall pay the costs of Tenant’s share of Other Periodic PaymentsReview and the Independent Review. For any overcharge, Tenant shall promptly pay such additional share of Other Periodic Payments be entitled to Landlord receive, at Tenant’s option, a credit against Tenant’s upcoming Rent payments or a refund due and payable to Tenant within thirty (30) days after demand therefor completion of such Tenant Review or Independent Review, as applicable. Under no circumstances shall Tenant conduct a review of Landlord’s books and records whereby the auditor operates on a contingency fee or similar payment arrangement. Any such reviewer must sign a commercially reasonable non-disclosure, non-solicitation, and confidentiality agreement. Tenant agrees to use reasonable efforts to keep the results of its audit confidential, except for such disclosures to Tenant’s agents, employees, attorneys, accountants, financial advisors, officers, directors, members and contractors, and except for such disclosures as may be required by Landlord law, compelled by judicial process or which may be necessary to enforce the terms and the cost provisions of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditthis Lease.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant i. Roomlinx shall permit Hyatt or an independent, certified public accounting firm reasonably acceptable to Landlord its designated representative (the “AccountantsAuditor”) shall have reasonable access to any of Roomlinx’ or its agents’ or subcontractors’ premises, personnel and relevant records as may be reasonably required in order to (y) fulfill any legally enforceable request by any government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any applicable law to supervise, regulate, investigate or influence the right, within one hundred eighty matters dealt with in this Agreement or any other affairs of Hyatt; or (180z) days following receipt of the Reconciliation, after reasonable notice undertake verification that Roomlinx is complying with this Data Privacy and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as Protection Provision. Hyatt agrees that such audits shall be necessary for Tenant conducted no more than two (2) times per year. ii. Hyatt shall use reasonable endeavors to verifyensure that the conduct of each audit does not unreasonably disrupt Roomlinx or delay the provision of services by Roomlinx and that, where possible, individual audits are coordinated with each other to minimize any disruption. Roomlinx shall provide Hyatt or the Auditor with all reasonable co-operation, access and assistance in relation to each audit. Roomlinx shall provide at Tenant’s cost and expenseleast five (5) business days’ notice of its intention to conduct an audit unless such audit is conducted in respect of a suspected fraud, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant in which event no notice shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenantrequired. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant The Parties shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket bear their own costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material default of Roomlinx in complying with its obligations under this Data Privacy and Protection Provision, in which case Roomlinx shall reimburse Hyatt for all its reasonable costs incurred in the course of the audit. iii. If an audit identifies that: that Roomlinx is failing to comply, in a material respect, with any of its obligations under this Data Privacy and Protection Provision, without prejudice to the other rights and remedies of Hyatt, Roomlinx shall take the reasonably necessary steps to comply with its obligations at no additional cost to Hyatt. iv. The Parties may agree that a third party report or certification (e.g., a SSAE 16 type report) provided by Tenant in connection with such AuditRoomlinx will satisfy the above audit requirements.

Audit. In the event (i) The payment by Tenant of any dispute of Tenant’s Additional Rental or other Rent charged to Tenant hereunder pursuant to this Lease shall not preclude Tenant from questioning the accuracy of any statement provided by Landlord provided such question is submitted within the applicable time limits set forth in this Lease. (ii) Landlord shall provide to Tenant in substantial detail each year the calculations performed to determine Tenant’s Operating Expenses Amount for the Project in accordance with the applicable provisions of this Lease. Landlord shall show the total Operating Expenses by account for the Project and all adjustments corresponding to the requirements as set forth herein. Landlord shall also provide in reasonable detail its calculation of Tenant’s Additional Rental or other Rent charged to any Other Periodic Payments due hereunder which Landlord Tenant hereunder. (iii) Provided Tenant is responsible fornot in default under the terms of this Lease (including the payment by Tenant of Tenant’s Additional Rental within the time period specified in Section 2.3.3) and subject to this paragraph, Tenant, an officer of Tenant or an independentat its sole expense, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty right once per calendar year during the Term to employ a certified public accountant (180on an hourly not a contingent fee arrangement) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect audit Landlord’s books and records (includingrecords, without limitation, applicable invoices) as shall be necessary for Tenant relating to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification Additional Rental as to the proper amount of Other Periodic Payments and the amount due to or well as other Rent payable by Tenant pursuant to this Lease to ensure that Landlord is complying with the applicable Lease provisions. This audit must take place on a mutually agreeable date during reasonable business hours at Landlord’s office at the address stated above and only after Tenant has given Landlord at least ten (10) business days prior written notice of the date and time Tenant desires to commence such audit. Landlord agrees to maintain all applicable records until the expiration of Tenant’s rights to audit said records. If Tenant elects to exercise this right, Tenant must do so within twelve (12) months after the date Landlord delivers to Tenant the statements described in Section 2.3.3 or Tenant shall be made by an independent certified public accountant mutually agreed deemed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then have accepted the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share Additional Rental or other Rent charged to Tenant hereunder as presented by Landlord. If Tenant elects to audit Landlord’s books and records, Landlord shall have the right to deliver to Tenant an audit of Other Periodic Payments due by Tenant the Operating Expenses for the period in question (the “Certification”); providedimmediately preceding calendar year prepared by an accounting firm of national prominence. If Tenant elects to proceed with such audit, however, and such certified public accountant shall not be the accountant who conducted audit reflects a difference from Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted amount of Tenant’s AuditAdditional Rental or other Rent charged to Tenant hereunder, the parties will attempt to reconcile their respective calculations. If such audit indicates that there has been an overstatement in Landlord’s calculation of the Certification reflects that Tenant has overpaid amount of Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Additional Rental or other Rent or, at the request of Tenant, promptly refund such excess charged to Tenant and the cost of the Certification and the Audit shall be paid by hereunder, Landlord and converselyshall, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty ten (3010) days after demand therefor by Landlord and the cost its receipt of the Certification and the Audit shall be paid by such audit, refund any excess payment of Tenant’s Additional Rental or other Rent charged to Tenant hereunder to Tenant. If no Certification process occurs and any Audit shows that in fact there has been an overstatement in Landlord’s calculation of the aggregate amount of Other Periodic Payments paid Tenant’s Additional Rental or other Rent charged to Tenant hereunder of $50,000 or more, then in addition to refunding any excess payments of Tenant’s Additional Rental or other Rent charged to Tenant hereunder made by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%)Tenant, Landlord shall reimburse Tenant for the reasonable, out-of-pocket reasonable costs and expenses incurred by Tenant in connection with causing such Auditaudit to be performed specifically excluding any costs based on a contingent fee arrangement. If in fact there has been an understatement in Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, Tenant shall pay the amount of the understatement to Landlord. In the event an audit reveals the overstatement or understatement of Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, Landlord or Tenant as applicable, may request the audit of the item or items giving rise to such error for the two (2) calendar years preceding the year which is the subject of the audit. In addition to the foregoing, if any audit by Landlord or its agents indicates that the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder paid for any calendar year was greater than the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder charged by Landlord, Landlord shall refund any excess payment of Tenant’s Additional Rental or other Rent charged to Tenant hereunder within ten (10) days after its receipt of such audit.

Audit. In Within sixty (60) days after receiving Landlord’s annual reconciliation statement of Expenses (provided that, with respect to the event Base Year Expenses, Tenant shall have the one-time right to audit Base Year Expenses concurrently with ▇▇▇▇▇▇’s first audit of any dispute Expenses hereunder) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to any Other Periodic Payments due hereunder review Landlord’s records of the Expenses for the calendar year (or Base Year, as applicable) to which Landlord is responsible forthe statement applies, Tenantidentifying, an officer with a reasonable degree of specificity, the information that Tenant or an independent, certified public accounting firm reasonably acceptable desires to Landlord review (the “AccountantsRequest for Information”) shall have the right, within one hundred eighty (180) days following ). Within a reasonable time after Landlord’s receipt of the Reconciliationa timely Request for Information and executed Audit Confidentiality Agreement (as defined below), after reasonable notice and Landlord, as determined by Landlord, shall forward to Tenant, or make available for inspection on site at reasonable times to inspect such location deemed reasonably appropriate by Landlord’s books and , such records (includingor copies thereof) for the applicable calendar year (or Base Year, without limitation, applicable invoicesas applicable) as shall be that are reasonably necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year conduct its review of the Lease Term information appropriately identified in the Request for Information. Within sixty (60) days after any particular records are made available to Tenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “AuditObjection Notice”) and Tenant shall promptly deliver such Audit stating in reasonable detail any objection to Landlord. If Landlord disputes the results ’s statement of such Audit, a certification as Expenses for that year which relates to the proper amount of Other Periodic Payments and the amount due records that have been made available to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Tenant provides Landlord with a timely Objection Notice and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant Expenses for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in questioncalendar year are less than reported, then Landlord shall provide Tenant with a credit such excess to Tenant’s against the next payment installment of Base Rent or, at in the request of Tenant, promptly refund such excess to Tenant and the cost amount of the Certification and overpayment by ▇▇▇▇▇▇. If the Audit shall be paid by Landlord and converselyparties agree that Expenses for the calendar year are greater than reported, if Tenant has underpaid Tenant’s share of Other Periodic Payments, then Tenant shall promptly pay such additional share Landlord the amount of Other Periodic Payments to Landlord any underpayment within thirty (30) days after demand therefor by days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to the expiration of the Objection Period applicable to the records which have been provided to Tenant, then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that calendar year. If Tenant fails to timely provide Landlord with a Review Notice and the cost of the Certification and the Audit Request for Information Period described above, then Tenant shall be paid by Tenantdeemed to have approved ▇▇▇▇▇▇▇▇’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that calendar year. If no Certification process occurs ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s records, the agent must be with a certified public accounting firm licensed to do business in the Commonwealth of Massachusetts. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and Tenant shall not directly or indirectly engage such agent or any Audit shows that other party in connection with such review whose compensation or fees are charged in whole or in part on a contingency basis. Notwithstanding the aggregate amount of Other Periodic Payments paid foregoing, if any audit discloses an overpayment by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by of more than five percent (5%)) in the annual Expenses and the parties agree with such determination, Landlord shall reimburse Tenant for the reasonablereasonable costs of such audit, out-of-pocket costs up to a maximum of $10,000.00, within thirty (30) days of the result of the audit. The records and expenses incurred related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a confidentiality agreement in connection a form reasonably provided by Landlord (“Audit Confidentiality Agreement”) in accordance with such Auditthe foregoing. In no event shall Tenant be permitted to examine ▇▇▇▇▇▇▇▇’s records or to dispute any statement of Expenses unless ▇▇▇▇▇▇ has paid and continues to pay all Rent when due.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the rightright to examine, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice audit and at reasonable times to inspect photocopy Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant relating to verify, at Tenant’s cost Proportionate Share of Operating Expenses and expense, actual Other Periodic Payments Taxes for any Operating Year for a period of six (6) months following the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree date that Tenant shall choose an independent certified public accountant to conduct receives the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”)Operating Statement and Tax Statement; provided, however, that (a) Tenant may exercise such right only one time with respect to any Operating Year; and (b) Tenant signs a confidentiality agreement in form satisfactory to Landlord in its sole discretion. In connection with Tenant’s examination in accordance with the preceding sentence, Tenant shall have the right to review the invoices and statements relating to the Operating Expenses and Taxes for the Operating Base Year and Tax Base Year. Tenant shall give Landlord not less than thirty (30) days’ prior written notice of its intention to examine and audit such books and records, and such examination and audit shall take place in the city where the Premises are located. All costs of the examination and audit shall be performed by a certified public accountant and shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted on a non-contingent fee basis and shall be borne by Tenant; provided, however, that if such examination and audit establishes that Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share Proportionate Share of Other Periodic Payments Operating Expenses and Taxes for the period year in questionquestion are less than the amount set forth on the Operating Statement and Tax Statement by at least five percent (5%), then Landlord shall credit pay the reasonable costs of such excess to examination and audit. If the payments made by Tenant for such year are more than Tenant’s next required payment of Base Rent oron account thereof for such Operating Year, at the request of Tenant, Landlord shall promptly refund such excess to overpayment. If the payments made by Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid for such year are less than Tenant’s share of Other Periodic Paymentsrequired payment on account thereof for such Operating Year, Tenant shall promptly pay such additional share of Other Periodic Payments the deficiency to Landlord within thirty (30) days after demand therefor by Landlord and the cost conclusion of the Certification examination and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, audit as well as Landlord’s actual out-of-pocket costs and expenses incurred by Tenant in connection with such Auditexamination and audit. The obligation to make such refund or payment for any period within the Lease Term shall survive expiration of the Lease Term. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records for any Operating Year within the time period provided for by this Section 6, Tenant shall have no further right to challenge Landlord’s Operating Statement and Tax Statement.

Audit. In SSG shall maintain at its principal place of business during ----- the event term of any dispute as this Agreement and for a period of five (5) years thereafter all books, records, accounts, and technical materials regarding SSG's activities in connection herewith sufficient to any Other Periodic Payments due hereunder determine and confirm SSG's royalty obligations and other material obligations hereunder. Upon InterTrust's request, SSG will permit an auditor or agent of InterTrust's choice (subject to SSG's consent, which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be unreasonably withheld or delayed) to examine and audit, during a reasonable time (but no more than once every six (6 months), such books, records, accounts, documentation and materials, and take extracts therefrom or make copies thereof for the accountant who conducted Landlord’s initial calculation purpose of Other Periodic Payments verifying the correctness of SSG's reported royalty statements and payments provided by SSG or compliance with the license terms and other material obligations hereunder. SSG shall pay any unpaid delinquent amounts within ten (10) days of InterTrust's request. To the extent such examination: (a) discloses an underpayment of more than [*] dollars ($[*]) and such underpayment represents a sum greater than [*] percent ([*]%) of the sums paid to which Tenant is now objecting InterTrust by SSG during the applicable period subject to such audit; or (b) discloses an underpayment of more than [*] dollars ($[*]), SSG shall fully reimburse InterTrust, promptly upon demand, for the accountant who conducted Tenant’s Auditfees and disbursements due the auditor for such audit; provided that such prompt payment shall not be in lieu of any other remedies or rights available to InterTrust hereunder. If an audit reveals an overpayment, InterTrust shall notify SSG of such overpayment and SSG will apply the Certification reflects that Tenant has overpaid Tenant’s share amount of Other Periodic Payments for such overpayment against future royalties due and payable to InterTrust. Notwithstanding the period in questionforegoing, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor of a request by Landlord and SSG, InterTrust shall reimburse SSG up to [*] dollars ($[*]) of any such overpayment amount; provided that InterTrust posted a profit in accordance with GAAP in the cost of the Certification and the Audit shall calendar year preceding such request. Any balance will be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant from future royalties as provided for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditabove.

Audit. In Landlord shall keep books and records regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer request of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “AccountantsTenant’s Audit Notice”) shall have the right, given within one hundred eighty (180) days following receipt after Landlord delivers Landlord’s statement of Total Operating Costs with respect to any fiscal year during the ReconciliationTerm, after reasonable notice and Tenant (at reasonable times Tenant’s expense) shall have the right to inspect examine Landlord’s books and records (including, without limitation, applicable invoices) as to Total Operating Costs for such fiscal year. Such right to examine the records shall be necessary for Tenant exercisable: (i) upon reasonable advance notice to verify, Landlord and at reasonable times during Landlord’s business hours and (ii) only during the 60-day period (the “Audit Period”) following Tenant’s cost Audit Notice. Landlord shall make such books and expenserecords available at Landlord’s office in Massachusetts or at the Property, actual Other Periodic Payments or in electronically accessible form. In the event an audit of Landlord’s Total Operating Costs for the then most recent calendar year of the Lease Term such year, conducted by either a certified public accountant from a nationally-recognized accounting firm or a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such purpose (such approval not to be unreasonably withheld, conditioned or delayed), indicates that certain items were improperly included in Landlord’s Total Operating Costs and resulted in an “Audit”) overcharge to Tenant and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Auditsaid audit, a certification as to then Tenant may request in writing that the proper disputed amount of Other Periodic Payments and Additional Rent for Total Operating Costs for the amount due to or payable by Tenant shall year in question be made determined by an independent audit conducted by a certified public accountant mutually agreed reasonably selected by both parties, provided that if the parties are unable so to by Landlord and agree within ten (10) days after receipt of Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant’s notice, then within twenty (20) days after Tenant’s notice is given, Tenant may submit the parties agree that Tenant dispute for determination by an arbitration conducted by the Boston Office of the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall choose an independent be selected by AAA and shall be a certified public accountant to conduct the certification as to the proper amount with at least ten (10) years of Tenant’s share of Other Periodic Payments due by Tenant for the period experience in question (the “Certification”); provided, however, such certified public accountant auditing Class A commercial office and laboratory buildings and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the accountant who conducted prior five (5) years. If the Additional Rent due as finally determined for such fiscal year is less than the Additional Rent paid by Tenant, Landlord shall credit the excess against Additional Rent next due from Tenant; Tenant may off-set the same against Additional Rent if Landlord fails to provide such credit to Tenant within fifteen (15) days following notice from Tenant of such overpayment. Any auditing firm retained by Tenant pursuant to this paragraph shall not be compensated on a contingent fee basis. Notwithstanding the foregoing, Tenant’s request to audit Landlord’s initial calculation of Other Periodic Payments to books and records shall not extend the time within which Tenant is now objecting or obligated to pay the accountant who conducted Tenantamounts shown on Landlord’s Auditstatement of Total Operating Costs, and Tenant may not make the request to audit Landlord’s books and records at any time Tenant is in default of such payments. If In the Certification reflects event the audit determines that Tenant has overpaid Tenant’s share been overcharged by five percent (5.0%) or more of Other Periodic Payments for the period in questionAdditional Rent due with respect to Total Operating Costs, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and pay for the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Paymentssaid audit. In all other cases, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and for the cost of the Certification said audit. As a condition precedent to performing any such examination of Landlord’s books and the Audit records, Tenant’s examiners shall be paid by Tenant. If no Certification process occurs required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any Audit shows non-public, confidential information that they discover about Landlord or the aggregate amount of Other Periodic Payments paid by Tenant in Building or the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant Property in connection with such Auditexamination and not to disclose the results of such examination except as required by law. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or cannot provide reasonably acceptable assurances and procedures to maintain confidentiality.

Audit. In the event By April 1 of any dispute each calendar year or as to any Other Periodic Payments due hereunder which soon thereafter as is reasonably practicable, Landlord is responsible for, Tenant, an officer of shall provide Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord a statement (the “AccountantsAnnual Cost Statement”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice total Impositions and at reasonable times to inspect other Additional Charges for the preceding year. The Annual Cost Statement shall include a statement of Landlord’s books actual total Impositions and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments other Additional Charges for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Auditprevious year. If the Certification reflects Annual Cost Statement reveals that Tenant has overpaid paid more than Tenant’s share Proportionate Share of Other Periodic Payments the actual total Impositions and other Additional Charges in the year for the period in questionwhich such statement was prepared, then Landlord shall credit or reimburse Tenant for such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor delivery of the Annual Cost Statement; likewise, if Tenant paid less than Tenant’s Proportionate Share of the actual total Impositions and other Additional Charges, then Tenant shall pay Landlord such deficiency within thirty (30) days after delivery of the Annual Cost Statement. Within sixty (60) days (the "Audit Election Period") after Landlord furnishes the Annual Cost Statement for any calendar year, Tenant may, at its expense during Landlord's normal business hours, elect to audit Landlord's accounting records relative to Impositions and other Additional Charges for such calendar year only, subject to the following conditions: (i) there is no uncured Event of Default under this Lease; (ii) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (iii) in no event shall any audit be performed by a firm retained on a "contingency fee" basis; (iv) the audit shall commence within thirty (30) days after Landlord makes Landlord's accounting records available to Tenant's auditor and shall conclude within sixty (60) days after commencement; (v) the audit shall be conducted where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord's business; (vi) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord's confidentiality agreement for Landlord's benefit prior to commencing the audit; and (vii) the accounting firm's audit report shall, at no charge to Landlord, be submitted in draft form for Landlord's review and comment before the final approved audit report is delivered to Landlord and any reasonable comments by Landlord shall be incorporated into the final audit report. If Tenant does not give written notice of its election to audit Landlord's accounting records relative to Impositions and the cost of the Certification and other Additional Charges during the Audit Election Period, Landlord's total Impositions and other Additional Charges for the applicable calendar year shall be paid by Tenant. If deemed approved for all purposes, and Tenant shall have no Certification process occurs and any Audit shows that further right to review or contest the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditsame.

Audit. In Provided there is no Event of Default nor any event which, with the event passage of time and/or the giving of notice would constitute an Event of Default, Tenant may, upon at least ten (10) days’ prior written notice, inspect or audit Landlord’s records relating to Operating Costs for any dispute as periods of time within the previous fiscal year before the audit or inspection (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in Section 20.1 below, then Tenant shall thereafter be entitled to any Other Periodic Payments due hereunder which perform such inspection or audit). Landlord is responsible for, Tenant, an officer of shall provide Tenant or an independent, certified public accounting firm reasonably acceptable with access to Landlord such records in accordance with this Section 5.2(g) within ten (the “Accountants”) shall have the right, within one hundred eighty (18010) days following after receipt of notice from Tenant. However, no audit or inspection shall extend to periods of time before the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to LandlordCommencement Date. If Landlord disputes the results of such Audit, a certification as Tenant fails to object to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount calculation of Tenant’s share Share of Other Periodic Payments due by Tenant for Operating Costs on the period in question Year-End Statement within ninety (the “Certification”); provided, however, 90) days after such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant statement has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess been delivered to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay and/or fails to complete any such additional share of Other Periodic Payments to Landlord audit or inspection within thirty (30) days after demand therefor ▇▇▇▇▇▇▇▇’s records are made available to Tenant in accordance with this Section 5.2(g), then Tenant shall be deemed to have waived its right to object to the calculation of Tenant’s Share of Operating Costs for the year in question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or inspection shall be conducted only at Landlord’s offices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord and Landlord. Tenant shall pay the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows such audit or inspection, provided, however, that the aggregate amount of Other Periodic Payments paid by if such audit discloses that Tenant in the applicable period was overstated by Landlord pursuant to the reports described above has been overcharged by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, up to $5,000 of Tenant’s reasonable out-of-of pocket costs and expenses incurred by Tenant in connection with such Auditaudit. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant’s Share of Operating Costs previously charged to Tenant, then, provided there is no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant may credit the difference against the next installment of additional rent on account of Operating Costs due hereunder (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in Section 20.1 below, then Tenant shall thereafter be entitled to take such credit), except that if such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If such inspection or audit reveals an underpayment by ▇▇▇▇▇▇, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, after deducting the reasonable out of pocket costs of such inspection or audit, within thirty (30) days after such underpayment is determined. Tenant shall maintain the results of any such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection, and (C) which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the results of such audit or inspection confidential. The provisions of this Section 5.2(g) shall survive the expiration or earlier termination of this Lease.

Audit. In AIRLINE shall maintain comprehensive records accurately recording the event total number of any dispute as Revenue and Non-Revenue Landings at the Airport, the Maximum Gross Landed Weight of each Aircraft, the total number of Enplaned Passengers and Deplaned Passengers, and all other traffic and activity statistics that AUTHORITY requires. Such records shall be available in electronic format to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, AUTHORITY for a period of three (3) years after occurrence of the activities reported. All records made available shall be certified by an officer of Tenant AIRLINE as accurate and complete. The Director or an independenta duly authorized representative may examine any records relating to activity at the Airport during all reasonable business hours, certified public accounting firm reasonably acceptable at a place at the Airport agreed to Landlord between AIRLINE and AUTHORITY. Upon AUTHORITY’s written request for examination of such records, AIRLINE shall produce them to AUTHORITY within ten (10) Business Days or pay all reasonable transportation, food, and lodging expenses, for AUTHORITY’s auditor(s) to perform the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt audit outside of the ReconciliationAirport. The initial cost of an audit outside of the Airport, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for borne by AUTHORITY; with the then most recent calendar year exception of the Lease Term (an “Audit”auditor(s) transportation, food and Tenant shall promptly deliver such Audit to Landlordlodging expenses. If Landlord disputes However, that the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the full cost of the Certification audit shall be borne by AIRLINE if the audit reveals any of the following conditions: a. Underpayment of more than ten percent (10%) of the fees and charges due hereunder, unless such underpayment is the Audit result of a demonstrable miscalculation by AUTHORITY; or b. Failure to maintain accurate and complete records and supportive source documentation required in this Section; or c. Failure to file Monthly Activity Reports during four (4) or more months of any consecutive eighteen (18) month period. Any underpayment of amounts due AUTHORITY disclosed in an audit conducted pursuant to this Section shall accrue including interest of twelve percent (12%) annual percentage rate computed from the original due date of each such amount due. The full amount due plus interest and audit fees shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord AUTHORITY within thirty (30) days after demand therefor from receipt of AUTHORITY’s invoice. Such payment by Landlord and AIRLINE shall not abrogate AIRLINE’s right to contest the cost validity of the Certification and the Audit said underpayments. AUTHORITY shall be paid credit to AIRLINE valid overpayments made by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant AIRLINE other than those made binding under Section 10 due to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditdelinquent reports.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, at its sole cost and expense, to inspect the books of Landlord directly relating to CAM Costs, after giving prior written notice to Landlord of Tenant’s intent to conduct such inspection no later than one hundred eighty (180) days after delivery of such Expense Statement, and no sooner than five (5) business days prior to conducting such inspection. Tenant shall conduct its inspection of Landlord’s books during the business hours of Landlord at Landlord’s office or at such other location as Landlord may designate, for the purpose of verifying the information in such statement. Tenant shall use a certified public accountant reasonably acceptable to Landlord to conduct its inspection of Landlord’s books and in no event shall Tenant have the right to pay such accountant on a contingency fee basis. If Tenant shall have availed itself of its right to inspect the books and records, and whether or not Tenant disputes the accuracy of the information set forth in such books and records, Tenant shall nevertheless pay the amount set forth in Landlord’s then-current Expense Estimate and continue to pay the amounts required by Section 4.3, pending resolution of said dispute. If Tenant’s inspection of Landlord’s books reveals that the amount of CAM Costs paid or incurred by Landlord in the calendar year being audited ("Audited Expenses") are overstated in the aggregate, then Landlord shall within thirty (30) days after the completion of the inspection elect to either reimburse or credit Tenant for any and all overcharges; or if the Audited Expenses for any calendar year are not overstated, then Tenant shall within thirty (30) days after the completion of the inspection pay to Landlord the amount (if any) by which Tenant has underpaid CAM Costs for the calendar year being audited. If it is determined that Landlord overstated the Audited Expenses by more than three percent (3%), then Landlord shall pay all reasonable costs and expenses related to the audit. If Tenant fails to notify Landlord of Tenant’s election to inspect Landlord’s books within one hundred eighty (180) days following of Tenant’s receipt of the ReconciliationLandlord’s Expense Statement, after reasonable notice Landlord’s Expense Statement shall be deemed final and at reasonable times binding on Tenant and Tenant shall have no further right to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant with respect to verify, at Tenant’s cost and expense, actual Other Periodic Payments the CAM Costs for the then most recent calendar year of for which the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditExpense Statement pertains.

Audit. In the event that Grantee pays a Franchise Fee under Article II, Sections‌‌ 10.A (Franchise Fee), 10.C (Opt-Out Application – Franchise Fee) of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forthis Franchise Agreement, Tenantupon reasonable notice, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) Grantor and/or the Cable Board shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times right during normal business hours to inspect Landlordthe Grantee’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as relevant to the proper amount payment of Other Periodic Payments Franchise Fees at the Grantee’s local office and the amount due right to or audit and to re-compute any amounts determined to be payable by Tenant shall be made by an independent certified public accountant mutually agreed under this Franchise Agreement, including the right to by Landlord audit records regarding the allocation of revenues derived from bundled services involving Cable Services and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountantNon-Cable Services, then if the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”)Authority deems it necessary; provided, however, that such certified public accountant audit shall be limited to a maximum period of two (2) calendar years (the most recent calendar year and the immediately preceding calendar year) (the “Audit Period”). After Grantee has a reasonable opportunity to review and comment on an audit, which review period shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in questionexceed sixty (60) days, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant Grantee and the cost Authority shall agree to and be bound by the results of any properly conducted audit it performs or causes to be performed, except for instances involving fraud or ▇▇▇▇▇▇▇’s good faith dispute of any such results or findings lodged during its sixty (60) day review period (“Audit Dispute”), and Grantee shall remit to the Grantor and the Cable Board any undisputed amounts due as a result of the Certification audit. In addition, if, as a result of such audit or review, the Grantor or Cable Board and Grantee agree that the Grantee has underpaid its fees to the Grantor and/or the Cable Board during the Audit Period being audited or reviewed by ten percent (10%) or more, then, the Grantee shall also reimburse the Grantor and Cable Board for all of the reasonable costs associated with the audit or review, including costs for attorneys, accountants and other consultants. Any additional amount due to the Grantor and the Audit Cable Board as a result of an audit or review shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within the thirty (30) days after demand therefor following written notice to Grantee by Landlord and the cost Grantor and/or the Cable Board, which notice shall include a copy of the Certification audit report and copies of all invoices for which the Grantor and Cable Board seeks reimbursement. If the Parties are unable to resolve the Audit shall be paid by TenantDispute after a reasonable period of good faith discussions, either Party may submit the dispute to mediation. If no Certification process occurs In the event an agreement is not reached at mediation, either Party may bring an action to have the Audit Dispute and any Audit shows that the aggregate disputed amount determined by a court of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditlaw.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within Within one hundred eighty (180) days following after receipt of Landlord's statement of Common Area Maintenance Costs as provided in PARAGRAPH 5.D. (ii), Tenant or its designee, on not less than five (5) days' prior written notice to Landlord, shall have the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verifyright to, at Tenant’s 's sole cost and expense, actual Other Periodic Payments audit, examine and copy Landlord's books and records with respect to the Common Area Maintenance Costs for the then most recent calendar year of for which the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord's statement pertains. If Tenant fails to give such written notice to Landlord disputes the results of within such Audit180-day period, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed deemed to by have forever waived its right to audit the Common Area Maintenance Costs for the year for which the Landlord's statement pertains. Landlord shall cooperate with Tenant in any such examination of its books and records. Tenant shall have the right to audit at Landlord's local offices, at Tenant's expense, Landlord's accounts and records relating to Common Area Maintenance Costs and Impositions. If such audit reveals to the reasonable satisfaction of Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant Landlord has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of overcharged Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit amount overcharged shall be paid by to Tenant within thirty (30) days after the audit: is concluded. If such audit reveals to the reasonable satisfaction of Landlord and converselyTenant that Landlord has undercharged Tenant, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant the amount undercharged shall promptly pay such additional share of Other Periodic Payments be paid to Landlord within thirty (30) days after demand therefor by the audit is concluded. In addition, if the audit reveals to the reasonable satisfaction of Landlord and Tenant that Landlord's statement exceeds the actual Common Area Maintenance Costs and Impositions which should have been charged to Tenant by more than seven percent (7%), the cost of the Certification and the Audit audit shall be paid by TenantLandlord. If no Certification process occurs Tenant retains or utilizes a third party to perform such an audit of the Common Area Maintenance Costs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Impositions, Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more shall not compensate such third party on anything other than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditan hourly basis.

Audit. In Licensee shall keep, and shall cause Sublicensees to keep, accurate records in sufficient detail such that the event amount of any dispute as Sublicense Fee or royalty due and payable to any Other Periodic CARDIFF may be verified. During the term of this Agreement and for a period of one year thereafter, Licensee shall permit CARDIFF or its qualified representatives to inspect, copy, and audit its books and records, no more than once per calendar year, with respect only to Sublicense Payments due hereunder which Landlord is responsible forreceived or the sale of Licensed Products, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after upon reasonable notice and at reasonable times to inspect Landlord’s during normal business hours. Such books and records (includinginclude, without limitationbut are not limited to, applicable invoice registers and original invoices) as ; product sales reports; price lists, sales ledgers; accounting general ledgers; sublicense and distributor agreements; price lists; product catalogues and marketing materials; financial statements and income tax returns; sales tax returns; and inventory and production records and shipping documents. Such examination shall be necessary for Tenant to verify, made at TenantCARDIFF’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes such examination determines an underpayment of ten percent (10%) or more in the amount of royalty or other payments due CARDIFF for any year, then Licensee shall reimburse CARDIFF for reasonable out of pocket costs associated with such examination or audit, including any professional fees. Conversely, if such examination determines an overpayment was made by Licensee, such overpayments will be refunded or credited against future amounts owed by Licensee. No separate confidentiality agreement will be required between the Parties to conduct such an examination or audit provided that any representatives of CARDIFF agree to be bound by confidentiality terms no less restrictive than those set forth in Article 10 herein, and the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant audit shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenanttreated as Licensee’s Confidential Information. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties The Parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount CARDIFF or its representative may keep a copy of Tenant’s share of Other Periodic Payments due all documents provided by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting Licensee hereunder and all documents created by CARDIFF or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant its representative in connection with such Auditexamination or audit for archival purposes.

Audit. In the event Subtenant may upon written notice to Sublandlord request that Sublandlord cause an audit of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Head Landlord’s books and records (includingto determine the accuracy of Head Landlord’s ▇▇▇▇▇▇▇▇ for Property Operating Expenses under this Sublease, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver provided Subtenant requests such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for audit within the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant that is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord prescribed pursuant to the reports terms, covenants and conditions of the Head Lease after Sublandlord’s and Subtenant’s receipt of the Head Lease year-end statement described in Section 3.2 above by more than five percent (5%), Landlord shall reimburse Tenant for setting forth the reasonable, annual reconciliation of the Property Operating Expenses or any change in estimated monthly expenses under Section 3.2(a)(iii) above. Subtenant agrees to pay all of the out-of-pocket costs and expenses incurred of the Sublandlord related to such audit. If such audit reveals that the actual Property Operating Expenses for any given year were less than the amount that Subtenant paid for Property Operating Expenses for any such year, then Sublandlord shall use reasonable efforts to seek payment from Head Landlord to pay to Subtenant the excess after first deducting all of Sublandlord’s costs and expenses of audit, including any legal costs and fees associated with enforcing audit rights in the Head Lease against the Head Landlord. Subtenant shall promptly reasonably approve Sublandlord’s reasonably selected consultant and Subtenant agrees Sublandlord shall have the right to require Subtenant to post a cash security deposit with Sublandlord in the amount of Sublandlord’s third party audit consultant costs, fees and expenses, as reasonably estimated by Tenant Sublandlord, prior to Sublandlord being obligated to commence any audit against the Head Landlord on behalf of Subtenant. Sublandlord and Subtenant shall use commercially reasonable, good faith efforts to cause Head Landlord, in connection with such Auditits consent to this Sublease, to agree (i) to deliver a copy of all Property Operating Expense statements to both Sublandlord and Subtenant contemporaneously and (ii) that any audit right of the Sublandlord shall be extended for any period of time Head Landlord has failed to deliver a copy of end of year Property Operating Expense statements to Subtenant.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within Within one hundred eighty (180) days following after receipt of Landlord's statement of Common Area Maintenance Costs as provided in PARAGRAPH 5.D.(II), Tenant or its designee, on not less than five (5) days' prior written notice to Landlord, shall have the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verifyright to, at Tenant’s 's sole cost and expense, actual Other Periodic Payments audit, examine and copy Landlord's books and records with respect to the Common Area Maintenance Costs for the then most recent calendar year of for which the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord's statement pertains. If Tenant fails to give such written notice to Landlord disputes the results of within such Audit180-day period, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed deemed to by have forever waived its right to audit the Common Area Maintenance Costs for the year for which the Landlord's statement pertains. Landlord shall cooperate with Tenant in any such examination of its books and records. Tenant shall have the right to audit at Landlord's local offices, at Tenant's expense, Landlord's accounts and records relating to Common Area Maintenance Costs and Impositions. If such audit reveals to the reasonable satisfaction of Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant Landlord has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of overcharged Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit amount overcharged shall be paid by to Tenant within thirty (30) days after the audit is concluded. If such audit reveals to the reasonable satisfaction of Landlord and converselyTenant that Landlord has undercharged Tenant, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant the amount undercharged shall promptly pay such additional share of Other Periodic Payments be paid to Landlord within thirty (30) days after demand therefor by the audit is concluded. In addition, if the audit reveals to the reasonable satisfaction of Landlord and Tenant that Landlord's statement exceeds the actual Common Area Maintenance Costs and Impositions which should have been charged to Tenant by more than seven percent (7%), the cost of the Certification and the Audit audit shall be paid by TenantLandlord. If no Certification process occurs Tenant retains or utilizes a third party to perform such an audit of the Common Area Maintenance Costs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Impositions, Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more shall not compensate such third party on anything other than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditan hourly basis.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times right to inspect review and/or audit Landlord’s books and records regarding Tenant’s Share of Operating Costs at Landlord’s offices during normal business hours on ten (including10) business days’ prior notice (“Review Notice”) for a period of ninety (90) days following Tenant’s receipt of the Annual Statement (the “Review Period”). Within a reasonable time after receipt of Tenant’s review/audit notice, without limitation, applicable invoices) as Landlord shall be make all pertinent records available for inspection that are reasonably necessary for Tenant to verifyconduct its review. If any records are maintained at a location other than the office of the Project, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. Any audit shall be conducted by a reputable firm of certified public accountants (“Tenant’s cost CPA”) which, along with Tenant, agrees to be bound by a confidentiality agreement, on a noncontingent fee basis. Tenant shall have no right to contest, review or audit such statement if a Default has occurred and expenseis continuing, actual Other Periodic Payments for or if Tenant fails to give such written notice during the then most recent calendar year of Review Period. Within ninety (90) days after the Lease Term records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “AuditObjection Notice”) stating in reasonable detail any objection to the books and records that Tenant shall promptly deliver such Audit to Landlordhas reviewed. If Tenant fails to give Landlord disputes an Objection Notice within the results of such Audit90-day period or fails to provide Landlord with a Review Notice within the 90-day period described above, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made deemed to have approved Landlord’s statement of Operating Costs for such year and shall be barred from raising any claims regarding the Operating Costs for that year. Landlord may elect to contest the conclusion of Tenant’s auditor in the Objection Notice by an independent giving a written contest notice (the “Contest Notice”) to Tenant within sixty (60) days after receipt of the Objection Notice, such Contest Notice containing the name of a firm of certified public accountant mutually agreed to accountants appointed by Landlord (“Landlord’s CPA”). Landlord’s CPA and Tenant’s CPA shall meet and confer within forty-five (45) days after the Contest Notice is given in an attempt to agree on any disputed items. If Landlord’s CPA and Tenant’s CPA are unable to agree on all disputed items within forty-five (45) days after the Contest Notice, then each of Landlord’s CPA and Tenant’s CPA shall propose and deliver to each other in writing an amount to be paid by Tenant to Landlord or Landlord to Tenant relating to the Operating Costs being audited. Tenant’s CPA and Landlord’s CPA shall agree on a third CPA experienced in real estate accounting unaffiliated with Landlord, Tenant and their respective CPA’s and who has not worked for Landlord, Tenant or their respective CPA’s in the last ten (10) years. Such third CPA (the “Deciding CPA”) shall meet for one day or less with Landlord’s CPA and Tenant’s CAP within fifteen (15) business days after the appointment of such Deciding CPA, and at the end of such meeting the Deciding CPA shall choose in writing either Tenant’s CPA’s proposal or Landlord’s CPA’s proposal, and such decision shall be final, binding and nonappealable. If Landlord and Tenant cannot mutually agree to an independent certified public accountantdetermine that Operating Costs for the calendar year are less than reported, then Landlord shall provide Tenant with a credit against the parties agree next installment of Rental in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Costs for the calendar year are greater than reported, Tenant shall choose an independent certified public accountant to conduct pay Landlord the certification as to the proper amount of any underpayment within thirty (30) days. Landlord shall pay for Landlord’s CPA, Tenant shall pay for Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant CPA and the cost of the Certification and the Audit Deciding CPA shall be paid by Landlord divided equally among the parties. No books and converselyrecords may be removed from Landlord’s office. Notwithstanding the foregoing, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows it is determined that the aggregate amount of Other Periodic Payments paid by Tenant Operating Costs reflected in the applicable period was Annual Statement have been overstated by Landlord pursuant to the reports described above by more than five percent (5%)) or more, than Landlord shall reimburse Tenant pay for the reasonable, out-of-pocket costs reasonable cost of Tenant’s CPA and expenses incurred by Tenant in connection with such Auditthe Deciding CPA.

Audit. In Within one hundred (120) days after the event end of any dispute as each Operating Year, Landlord shall provide to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable a statement setting forth the actual Operating Expenses and Taxes with respect to Landlord (the “Accountants”) such Operating Year. Tenant shall have the rightright to examine, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice audit and at reasonable times to inspect photocopy Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant relating to verify, at Tenant’s cost Proportionate Share of Operating Expenses and expense, actual Other Periodic Payments Taxes for any Operating Year for a period of three (3) months following the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree date that Tenant shall choose an independent certified public accountant to conduct receives the certification as to the proper amount statement of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”)actual Operating Expenses and Taxes; provided, however, that (a) Tenant may exercise such right only once per twelve (12) month period; and (b) Tenant signs a confidentiality agreement in form reasonably satisfactory to Landlord. Tenant shall give Landlord not less than thirty (30) days’ prior written notice of its intention to examine and audit such books and records, and such examination and audit shall take place at the property management office in the Building maintained by Landlord or its management company. All costs of the examination and audit shall be performed by a certified public accountant and shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted borne by Tenant; provided, however, that if such examination and audit establishes that Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share Proportionate Share of Other Periodic Payments Operating Expenses and Taxes for the period year in questionquestion are less than the amount set forth on the Operating Statement and Tax Statement by at least five percent (5%), then Landlord shall credit pay the reasonable costs of such excess to examination and audit as well as Landlord’s actual out of pocket costs in connection with such examination and audit, if any. If the payments made by Tenant for such year are more than Tenant’s next required payment of Base Rent oron account thereof for such Operating Year, at the request of Tenant, Landlord shall promptly refund such excess to overpayment. If the payments made by Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid for such year are less than Tenant’s share of Other Periodic Paymentsrequired payment on account thereof for such Operating Year, Tenant shall promptly pay such additional share of Other Periodic Payments the deficiency to Landlord within thirty (30) days after demand therefor by Landlord and the cost conclusion of the Certification examination and audit. The obligation to make such refund or payment for any period within the Audit Lease Term shall be paid by Tenantsurvive expiration of the Lease Term. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records for any Operating Year within the time period provided for by this Section 6, Tenant shall have no Certification process occurs further right to challenge Landlord’s Operating Statement and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditTax Statement.

Audit. In As promptly as reasonably practicable (but not later than sixty (60) days after receipt of the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forClosing Balance Sheet and the Closing Cash Flow Statement), Tenant, an officer of Tenant or an independent, certified public Seller shall cause Seller's regular accounting firm reasonably acceptable to Landlord (the “Accountants”) "Accounting Firm"), to conduct a special audit of the Closing Balance Sheet and to perform agreed-to procedures reasonably specified by Buyer with respect to the Closing Cash Flow Statement. Buyer shall have assist Seller in connection with the rightspecial audit by taking such actions as Seller may reasonably request in connection therewith. The cost and expense of such special audit and agreed-to procedures shall be borne by Buyer. Upon Buyer's request, within one hundred eighty Seller shall cause the Accounting Firm to make available to Buyer and its accountants and other representatives the work papers and back-up materials used in the preparation of the special audit and agreed-to procedures. Upon completion of such audit (180but not later than sixty (60) days after receipt of the Closing Balance Sheet), the Accounting Firm shall deliver written notice to Buyer and Seller setting forth: (A) a summary of all proposed adjustments necessary to permit the Accounting Firm to deliver the hereinafter described audit report; (B) a draft audit report stating (without qualification) that in its opinion the Closing Balance Sheet (after giving effect to the adjustments referred to in clause (A) immediately above) as audited by the Accounting Firm has been prepared in accordance with GAAP, applied on a basis consistent with the Year End Financial Statements, the Accounting Practices, and the practices specifically provided in this Agreement (the "Draft Audited Closing Balance Sheet"); and (C) the results of the agreed-to procedures. Promptly following receipt of the ReconciliationDraft Audited Closing Balance Sheet, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as each Party shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for review the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments same and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountantClosing Cash Flow Statement and, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor the receipt of the Draft Audited Closing Balance Sheet, may deliver to the other Party a certificate signed by Landlord its chief financial officer setting forth its objections to the Draft Audited Closing Balance Sheet and the cost Closing Cash Flow Statement, together with a summary of the Certification reasons therefor and calculations which, in its view, are necessary to eliminate such objections. In the event neither Party so objects within such 30-day period, the Draft Audited Closing Balance Sheet and the Audit Closing Cash Flow Statement shall be final and binding for purposes of this Agreement (and the Accounting Firm shall promptly deliver the Audited Closing Balance Sheet ("Audited Closing Balance Sheet")) but shall not limit the representations, warranties, covenants, and agreements of the Parties set forth elsewhere in this Agreement. If either Party objects and the Parties cannot resolve such objections within thirty (30) days of receipt of such list of objections, all remaining disputes shall be resolved by a nationally recognized independent accounting firm which has not acted as Buyer's or Seller's regular accounting firms (the "Additional Accounting Firm"), which Additional Accounting Firm shall be selected jointly by Buyer and Seller within ten (10) days of the end of the 30-day period for resolving objections. The Additional Accounting Firm shall be instructed to resolve such disputes within thirty (30) days. The resolution of disputes by the Additional Accounting Firm so selected shall be set forth in writing and shall be conclusive and binding upon all Parties, and the Draft Audited Closing Balance Sheet and the Closing Cash Flow Statement as so resolved by the Additional Accounting Firm shall become final and binding upon the date of such resolution (and the Accounting Firm shall promptly deliver the Audited Closing Balance Sheet ("Audited Closing Balance Sheet")). The fees and expenses of the Additional Accounting Firm shall be paid by Tenant. If no Certification process occurs Buyer, if the disputes are resolved in favor of Seller, or by Seller, if the disputes are resolved in favor of Buyer, or, if such disputes are resolved partly in favor of Buyer and any Audit shows that partly in favor of Seller, in such amount by Buyer and Seller as shall be determined by the aggregate amount Additional Accounting Firm on a basis intended to reflect the relative success of Other Periodic Payments paid by Tenant in Buyer, on the applicable period was overstated by Landlord pursuant one hand, and Seller, on the other, with respect to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with resolution of all such Auditdisputes.

Audit. In Following Sublandlord’s delivery to Subtenant of an Annual Operating Expense Statement, if Subtenant reasonably disputes any amount set forth in the Master Landlord’s Statement upon which Sublandlord’s Annual Operating Expense Statement is based, and provided that: (A) Sublandlord has not previously exercised its right under the Master Lease to inspect Master Landlord’s books and records with respect to Master Landlord’s Statement (and such right is otherwise available under the Master Lease); and (B) Subtenant notifies Sublandlord, within one hundred and eighty (180) days following Sublandlord’s delivery of Sublandlord’s Annual Operating Expense Statement to Subtenant (and in any event prior to the date that an inspection is permitted under Section 4.6 [Landlord’s Books and Records] of any dispute as the Master Lease), of Subtenant’s desire to any Other Periodic Payments due hereunder which cause Sublandlord to exercise such inspection right, then Sublandlord will notify Master Landlord is responsible for, Tenant, an officer pursuant to the provisions of Tenant or an Section 4.6 [Landlord’s Books and Records] of the Master Lease that Sublandlord desires to cause Landlord’s records with respect to the Annual Operating Expense Statement to be inspected (with respect to such disputed amounts only). The independent, certified public accounting firm reasonably acceptable to Landlord for such inspection shall be designated by Subtenant (and approved by Sublandlord) and shall meet the “Accountants”requirements of Section 4.6 [Landlord’s Books and Records] of the Master Lease. Sublandlord will promptly provide Subtenant with any report prepared by such accounting firm. All costs associated with any such inspection (including any cost or charges imposed by Master Landlord) shall have be solely borne by Subtenant as Additional Rent hereunder unless as the rightresult of such audit, within one hundred eighty either: (180x) days following receipt Sublandlord is reimbursed for such costs by Master Landlord pursuant to Section 4.6 [Landlord’s Books and Records] of the ReconciliationMaster Lease, or (y) Sublandlord also receives the benefit under the Master Lease of any cost savings revealed by such audit, in which case Sublandlord shall share equally in the cost of such audit (provided that in no event shall Sublandlord be required to pay any costs of such audit to the extent not reimbursed or otherwise benefitted from as provided in (x) and (y) above). If, on the basis of any such inspection or on the basis of an inspection initiated solely by Sublandlord, Sublandlord receives a credit of Building Office Pool Direct Expenses previously paid by Sublandlord to Master Landlord that is attributable to an overpayment by Sublandlord of Building Office Pool Direct Expenses, then any such credit shall be applied (i) first, to Sublandlord, to the extent of any costs associated with such inspection that have been incurred by Sublandlord and that have not to date been reimbursed to Sublandlord by Subtenant, (ii) second, to Subtenant, to the extent of the costs incurred with respect to such inspection that Subtenant has previously paid (either directly or by reimbursing Sublandlord) and (iii) third, as between Sublandlord and Subtenant as may be equitably necessary to adjust for any overpayment of Building Office Pool Direct Expenses by either Sublandlord or Subtenant, in any case after reasonable notice and at reasonable times deducting costs due to inspect Sublandlord under this Section 5.2.3 (including, if pursuant to an inspection initiated solely by Sublandlord, the costs thereof shall be deducted from any amount that would otherwise be applied for the benefit of Subtenant). For avoidance of doubt, if, as of the date that Subtenant notifies Sublandlord of Subtenant’s desire to require Sublandlord to review Master Landlord’s books and records records, Sublandlord has already notified Landlord of Sublandlord’s exercise of the inspection right described in Section 4.6 [Landlord’s Books and Records] of the Master Lease, then Subtenant shall have no independent right to require any such inspection of Master Landlord’s books and records, but Sublandlord agrees to: (includingA) promptly provide Subtenant with any report prepared by Sublandlord’s accounting firm or accountant and, without limitation(B) equitably allocate to Subtenant any credit of Building Office Pool Direct Expenses attributable to an overpayment by Sublandlord of Building Office Pool Direct Expenses to the next payments of Rent and Building Office Pool Direct Expenses coming due, applicable invoices) following Sublandlord’s recovery of all costs associated with such inspection, as may then be equitable given any corresponding overpayment of Building Office Pool Direct Expenses by Subtenant and in such event, Subtenant shall have no obligation to reimburse Sublandlord for the costs of the inspection initiated solely by Sublandlord. If Sublandlord receives a credit of Building Office Pool Direct Expenses at any time that relates to the Premises during the Term, whether pursuant to an inspection conducted pursuant to Section 4.6 [Landlord’s Books and Records] of the Master Lease or otherwise, Subtenant shall be necessary for Tenant entitled to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results its proportionate share of such Audit, a certification as credit (subject to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”this Section 5.2.3); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Audit.

Audit. In Reliability may audit the event business records and computer systems of Subscriber to ascertain whether Subscriber’s use of the Services (which includes the Templates) has been and is within the scope of the Subscription granted to Subscriber, including but not limited to (i) the limitation of usage of Seats to specific Named Users and (ii) the confidentiality, trade secret, and handling rules for the Templates. Reliability shall provide Subscriber at least 30 Days’ notice prior to the audit. Reliability may use contracted professionals to assist in the audit or to conduct it on behalf of Reliability, such as accountants and computer technicians. Reliability shall be responsible to Subscriber for ensuring that any dispute as such contracted professionals maintain the confidentiality of Subscriber’s Confidential Information. Subscriber shall cooperate in any such audit by making relevant business records and computer systems available to Reliability and organized for review. Subscriber shall not destroy evidence of the extent of its use of the Services between the time of receipt of notice of an audit and the completion of the conduct of the audit; doing so shall create a presumption that Subscriber was willfully using the Services in excess of its license rights. Reliability may not audit more than once per calendar year unless a past audit by Reliability has demonstrated that the Subscriber was using the Services in excess of its license rights. If Reliability’s audit does not uncover any exceeding of license rights, each Party shall bear all of its costs associated with the audit. If Reliability’s audit reveals usage of the Services in excess of Subscriber’s license rights, the Subscriber shall pay to Reliability its out-of- pocket costs associated with the audit plus Reliability’s then-current list price for the unlicensed usage of the Services – the price Reliability charges to a Subscriber who does not presently have a Subscription to the Services and who is not entitled to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer discounts. Subscriber shall pay such sums within 30 Days of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt written notice of the Reconciliationaudit results from Reliability, after reasonable notice and Subscriber shall pay interest at reasonable times a rate of 1.5% per month on any sum not paid within such 30 Days. Should Reliability deem it necessary to inspect Landlord’s books and records (includingutilize legal services to collect the sum due from Subscriber, without limitation, applicable invoices) as Reliability shall be necessary for Tenant entitled to verify, at Tenantcollect its reasonable attorneys’ fees and costs from Subscriber – both legal fees spent before and after the filing of suit. Reliability’s cost rights and expense, actual Other Periodic Payments for remedies stated in this section do not limit the then most recent calendar year other causes of action and remedies Reliability may have under the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to Agreement or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditlaw.

Audit. In the Provided no event of default then exists beyond any dispute as to any Other Periodic Payments due hereunder which applicable notice and cure periods, after receiving an annual Common Area Costs statement and giving Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord not less than five (the “Accountants”5) shall have the right, within one hundred eighty (180) business days following receipt prior written notice of the Reconciliationdate on which Tenant desires to conduct the audit, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verifymay, at Tenant’s cost and expense, actual Other Periodic Payments inspect or audit Landlord’s records relating to Common Area Costs for the period of time covered by such Common Area Costs statement in accordance with the following provisions. If Tenant fails to notify Landlord in writing within ninety (90) days after the statement has been delivered to Tenant that Tenant desires to conduct an audit, or if Tenant fails to conclude its audit or inspection and notify Landlord of any objections within one hundred twenty (120) days after the statement has been delivered to Tenant, then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit have waived its right to Landlord. If Landlord disputes the results of such Audit, a certification as object to the proper amount calculation of Other Periodic Payments Common Area Costs for the year in question and the amount due to or payable by Tenant calculation of Common Area Costs set forth on such statement shall be made by an independent certified public accountant mutually agreed to by final and binding on both Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); providedaudit or inspection shall be conducted where Landlord maintains its books and records, however, such certified public accountant shall not be unreasonably interfere with the accountant who conducted conduct of Landlord’s initial calculation of Other Periodic Payments to which business, and shall be conducted only during business hours reasonably designated by Landlord. Tenant is now objecting may not conduct an inspection or have an audit performed more than once during any calendar year. Tenant or the accountant who conducted Tenantaccounting firm conducting such audit shall, at no charge to Landlord, submit its audit report in draft form to Landlord for Landlord’s Auditreview and comment before the final approved audit report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. If such inspection or audit reveals that an error was made in the Certification reflects that Tenant has overpaid Common Area Costs previously charged to Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent orshall, at the request of TenantLandlord’s option, promptly either refund such excess to Tenant and any overpayment of any such costs or apply such overpayment as a credit to the cost next installments of Common Area Costs due under the Certification and the Audit shall be paid by Landlord and converselyLease, if Tenant has underpaid Tenant’s share of Other Periodic Payments, or Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord any underpayment of any such costs, as the case may be, within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenantnotification thereof. If no Certification process occurs Tenant audits Landlord’s books and any Audit shows such inspection or audit reveals that Landlord’s itemized statement overstated the aggregate amount of Other Periodic Payments paid by Tenant Common Area Costs for the period in the applicable period was overstated by Landlord pursuant to the reports described above question by more than five percent (5%)) then, in addition to reimbursement from Landlord as aforesaid for any such excess, Landlord shall reimburse Tenant for the reasonable, out-of-pocket actual costs of such audit. Provided Landlord’s accounting for Common Area Costs is consistent with the terms of the Lease, Landlord’s good faith judgment regarding the proper interpretation of the Lease and expenses incurred by the proper accounting for Common Area Costs shall be binding on Tenant in connection with any such Audit.audit or inspection. Tenant shall maintain the results of each such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (1) reasonably acceptable to Landlord, (2) which is not compensated on a contingency fee basis or in any other

Audit. In the event of Provided that Tenant is not in default under this Lease and pays any dispute Operating Expenses billed by Landlord as to any Other Periodic Payments due hereunder which Landlord is responsible forand when due, Tenant, an officer of Tenant or an independent, a qualified certified public accountant retained by Tenant who is experienced with accounting firm reasonably acceptable to Landlord (the “Accountants”) for operating expense recoveries in commercial leases, shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times right to inspect examine Landlord’s books and records relating to Operating Expenses upon reasonable prior notice given within ninety (including90) days after receipt of Landlord’s annual reconciliation, without limitation, applicable invoices) as during normal business hours at the place or places where such records are normally kept. Tenant’s representative shall be necessary compensated on an hourly or project basis and not on (i) a contingent basis, (ii) the basis of a percentage of any savings or refund resulting from the audit, or (iii) in any other manner that makes such representative’s compensation for such audit in any way dependent on the results of the audit. Upon request, Tenant shall provide Landlord with a full copy of all correspondence, instructions between the accountant. Landlord’s calculation shall be final and binding on Tenant upon delivery thereof, except as to verify, at matters to which written objection is made by Tenant in accordance with this Section. Tenant may dispute specific items included in Operating Expenses or Landlord’s computation of Tenant’s cost Share of Operating Expenses, by sending notice specifying such objections and expense, actual Other Periodic Payments including support for such findings with specific reference to the then most recent calendar year of the relevant Lease Term provisions disqualifying such expenses to Landlord no later than one hundred and twenty (an “Audit”120) and Tenant shall promptly deliver days after Tenant’s representative examines such Audit to Landlordrecords. If Landlord disputes the agrees with Tenant’s objections, appropriate rebates or charges shall be made to Tenant within a reasonable period of time thereafter. The results of such Auditany review of Operating Expenses hereunder shall be treated by Tenant, a its accountant and each of their respective employees and agents as confidential, and shall not be discussed with nor disclosed to any third party. If Tenant objects to any matters as provided above, Landlord shall refer the matter to an independent certified public accountant selected by Landlord, whose certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by final and binding on Landlord and Tenant. Tenant shall promptly pay the cost of such certification and all other costs incurred by Tenant to examine Landlord’s books and records. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Share of Operating Expenses in the amounts determined by Landlord, subject to adjustment upon resolution of any objections by Tenant. If the certification determines that Landlord and Tenant cannot mutually agree to an independent certified public accountantoverstated Tenant’s Share of Operating Expenses, then the parties agree that Tenant shall choose an independent certified public accountant to conduct receive a credit for the certification as to the proper amount of Tenant’s share such overpayment against the next installment(s) of Other Periodic Payments due by Tenant for the period in question (the “Certification”)Operating Expenses; provided, however, such certified public accountant shall not be that if the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant Term has overpaid Tenant’s share of Other Periodic Payments for the period in question, then expired Landlord shall credit such pay Tenant the excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenantcertification is finalized. If no Certification process occurs and any Audit shows the certification determines that the aggregate amount Landlord understated Tenant’s Share of Other Periodic Payments paid by Operating Expenses, then Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), shall pay such sum due with its next monthly installment of Rent. Landlord shall reimburse Tenant for have the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection same rights with such Auditrespect to Tenant’s nonpayment of Operating Expenses as it has with respect to any other nonpayment of Rent under this Lease.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable After delivery to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within least thirty (30) days after demand therefor prior written notice, Tenant, at its sole cost and expense through any accountant designated by it shall have the right to examine and/or audit the books and records evidencing such costs and expenses for the previous one (1) calendar year (and Landlord shall keep books and records for a particular calendar year for at least a period of one (1) year following the expiration of such particular calendar year), during Landlord’s reasonable business hours but not more frequently than once during any calendar year. Any such accounting firm designated by Tenant may not be compensated on a contingency fee basis. The results of any such audit (and any negotiations between the parties related thereto) shall be maintained strictly confidential by Tenant and its accounting firm and shall not be disclosed, published or otherwise disseminated to any other party other than to Landlord and the cost of the Certification its authorized agents. Landlord and the Audit Tenant each shall be paid by Tenant. If no Certification process occurs use reasonable efforts to cooperate in such negotiations and to promptly resolve any Audit shows that the aggregate amount of Other Periodic Payments paid by discrepancies between Landlord and Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by accounting of such costs and expenses. If through such audit it is determined that there is a discrepancy of more than five percent (5%)) in the total of actual operating Expenses, Tax Expenses, and Administrative Expenses, then Landlord shall reimburse Tenant for the reasonable, out-of-pocket reasonable accounting costs and expenses incurred by Tenant in performing such audit, including Tenants in-house or outside auditors or accountants, such costs and expenses not to exceed $2,000.00. However, if through such audit it is determined that there is a discrepancy of five percent (5%) or less, then Tenant shall reimburse Landlord for the reasonable accounting costs and expenses associated with Landlord’s in-house auditors or accounting personnel as well as those reasonable costs and expenses incurred by Landlord for any outside accounting firms or auditors in connection with such Auditaudit, such costs and expenses not to exceed $2,000.00. Landlord and Tenant shall pay or reimburse, within thirty (30) days following completion of such audit, the other for any underpayment or overpayment of Operating Expenses, Tax Expenses and Administrative Expenses. Notwithstanding anything to the contrary herein, Tenant shall be obligated to reimburse Landlord for only those Operating Expenses, Tax Expenses or Administrative Expenses attributable to the period which falls within the Term of this Lease.

Audit. In Lessee shall keep complete and accurate accounts, records and books pertaining to the event lease of any dispute as the Leased Premises and FBO services rendered in connection with the permitted uses under this Lease, including all expenses, costs and expenditures for the Leased Premises and other information reasonably necessary or pertinent to any Other Periodic Payments determine the amounts due hereunder which Landlord is responsible forand payable under this Lease. Such records may be kept by Lessee at its local office or at the management office for the Leased Premises for seven (7) years after each annual financial statement has been delivered to Lessor. Such books and records shall be made available to the City and its agents (or copies shall be furnished at the City's request) at all times, Tenanton not less than five (5) business days' notice, an officer during regular business hours for examination and audit. If such books and records are located outside the City of Tenant or an independentWilliston, certified public accounting firm reasonably acceptable Lessee shall make them available to Landlord (the “Accountants”) City within the City of Williston. Lessor shall have the right, within one hundred eighty (180) days following receipt right during each calendar or fiscal year to authorize an audit of Lessee’s records pertaining to its operation on the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as airport. Such audits shall be necessary for Tenant undertaken by the Lessor’s staff or a firm of certified public accountants, satisfactory to verifyLessor. The cost of such audit shall be paid by Lessor, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes unless the results of such Audit, audit reveal a certification as to discrepancy of more than three percent (3%) between the proper amount of Other Periodic Payments amounts that should have been paid under this Lease and the amount due to amounts actually paid during any calendar or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenantfiscal year. If Landlord and Tenant cannot mutually agree to an independent certified public accountantIn case of such discrepancy, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the full cost of the Certification and the Audit audit shall be paid by Landlord and conversely, Lessee. Any additional auditing expense resulting from Lessee’s inability or refusal to provide records as required by the auditor shall be paid by Lessee. The Lessee shall forthwith pay to the Lessor the full amount of fees due based upon the results of the audit if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant a discrepancy exists. This amount shall promptly pay such additional share of Other Periodic Payments to Landlord be paid within thirty (30) calendar days after demand therefor of written notice by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditLessor.

Audit. In Landlord shall keep books and records regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer request of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “AccountantsTenant’s Audit Notice”) shall have the right, given within one hundred eighty (180) days following receipt after Landlord delivers Landlord’s statement of Total Operating Costs, Tenant (at Tenant’s expense) shall have the Reconciliation, after reasonable notice and at reasonable times right to inspect examine Landlord’s books and records (including, without limitation, applicable invoices) as to Total Operating Costs for such fiscal year. Such right to examine the records shall be necessary for Tenant exercisable: (i) upon reasonable advance notice to verify, Landlord and at reasonable times during Landlord’s business hours and (ii) only during the 120-day period (the “Audit Period”) following Tenant’s cost and expenseAudit Notice. In the event an audit of Landlord’s Total Operating Costs for such year, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made conducted by an independent certified public accountant mutually agreed to retained by Tenant or an auditing firm approved by Landlord and Tenantfor such purpose, indicates that certain items were improperly included in Landlord’s Total Operating Costs. If Landlord and Tenant cannot mutually agree to an independent certified public accountantdisputes the results of said audit, then Tenant may request that the parties agree that Tenant shall choose amount of Additional Rent for Total Operating Costs for the year in question be determined by an independent audit conducted by a certified public accountant reasonably selected by both parties, provided that if the parties are unable so to conduct the certification as to the proper amount agree within ten (10) days after receipt of Tenant’s share notice, then within twenty (20) days after Tenant’s notice is given, Tenant may submit the dispute for determination by an arbitration conducted by the Boston Office of Other Periodic Payments due the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by Tenant for the period in question (the “Certification”); provided, however, such AAA and shall be a certified public accountant with at least ten (10) years of experience in auditing commercial office buildings in the metropolitan Boston area. If the Additional Rent due as finally determined for such fiscal year is less than the Additional Rent paid by Tenant, Landlord Shall either, at Tenant’s option, refund to Tenant the difference in one lump sum within 30 days after Tenant’s request or credit same against Rent next due from Tenant. Tenant’s auditing firm shall be subject to the prior approval of Landlord, which approval may be granted or denied in Landlord’s reasonable discretion, and shall not be compensated on a contingent fee basis. Any of the accountant who conducted following accounting firms shall be deemed acceptable to Landlord if not compensated on a contingent fee basis: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP; ▇▇▇▇▇ & ▇▇▇▇▇, LLP; PricewaterhouseCoopers, LLP; KPMG Peat Marwick, LLP; and Deloitte & Touche, LLP. Notwithstanding the foregoing, Tenant’s request to audit Landlord’s initial calculation of Other Periodic Payments to books and records shall not extend the time within which Tenant is now objecting obligated to pay the amounts shown on Landlord’s statement of Total Operating Costs, and Tenant may not make the request to audit Landlord’s books and records at any time Tenant is in default of such payments or otherwise in default beyond applicable notice and cure periods under the accountant who conducted Tenant’s AuditLease. If In the Certification reflects event the audit determines that Tenant has overpaid Tenant’s share been overcharged by 5% or more of Other Periodic Payments for the period in questionAdditional Rent due with respect to Total Operating Costs, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and pay for the cost of said audit and/or the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Paymentsarbitration. In all other cases, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and for the cost of said audit and/or the Certification arbitration. As a condition precedent to performing any such examination of Landlord’s books and the Audit records, Tenant and its examiners shall be paid by Tenant. If no Certification process occurs required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any Audit shows information that they discover about Landlord or the aggregate amount of Other Periodic Payments paid by Tenant in Building or the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant Property in connection with such Auditexamination. Without limiting the foregoing, such examiners shall also be required to agree that they will not represent any other tenant in the Building or the Property in connection with examinations of Landlord’s books and records for the Building unless said tenant(s) have retained said examiners prior to the date of the first examination of Landlord’s books and records conducted by Tenant pursuant to this Section 4.05. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or cannot provide reasonably acceptable assurances and procedures to maintain confidentiality.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant i. Roomlinx shall permit Hotel or an independent, certified public accounting firm reasonably acceptable to Landlord its designated representative (the “AccountantsAuditor”) shall have reasonable access to any of Roomlinx’ or its agents’ or subcontractors’ premises, personnel and relevant records as may be reasonably required in order to (y) fulfill any legally enforceable request by any government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any applicable law to supervise, regulate, investigate or influence the right, within one hundred eighty matters dealt with in this HSA or any other affairs of Hotel; or (180z) days following receipt of the Reconciliation, after reasonable notice undertake verification that Roomlinx is complying with this Data Privacy and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as Protection Provision. Hotel agrees that such audits shall be necessary for Tenant conducted no more than two (2) times per year. ii. Hotel shall use reasonable endeavors to verifyensure that the conduct of each audit does not unreasonably disrupt Roomlinx or delay the provision of services by Roomlinx and that, where possible, individual audits are coordinated with each other to minimize any disruption. Roomlinx shall provide Hotel or the Auditor with all reasonable co-operation, access and assistance in relation to each audit. Roomlinx shall provide at Tenant’s cost and expenseleast five (5) business days’ notice of its intention to conduct an audit unless such audit is conducted in respect of a suspected fraud, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant in which event no notice shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenantrequired. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant The Parties shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket bear their own costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material default of Roomlinx in complying with its obligations under this Data Privacy and Protection Provision, in which case Roomlinx shall reimburse Hotel for all its reasonable costs incurred in the course of the audit. iii. If an audit identifies that: that Roomlinx is failing to comply, in a material respect, with any of its obligations under this Data Privacy and Protection Provision, without prejudice to the other rights and remedies of Hotel, Roomlinx shall take the reasonably necessary steps to comply with its obligations at no additional cost to Hotel. iv. The Parties may agree that a third party report or certification (e.g., a SSAE 16 type report) provided by Tenant in connection with such AuditRoomlinx will satisfy the above audit requirements.

Audit. In the event After delivery to Landlord of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forat least thirty (30) days prior written notice, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s its sole cost and expense, actual Other Periodic Payments shall have the right to examine and/or audit the books and records evidencing such costs and expenses for the then most recent previous one (1) calendar year year, during Landlord's ordinary business hours but not more frequently than once during any calendar year. Notwithstanding the foregoing, Tenant may only audit the books and records of Landlord with respect to the Premises and/or the Lease so long as Tenant fully complies with all of the Lease Term following requirements: (an “Audit”i) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable any audit by Tenant shall be conducted by an accounting or audit firm not compensated on a contingency fee basis or financial officer of Tenant; (ii) any audit shall be conducted in Landlord's offices during ordinary business hours, and after delivery to Landlord of at least thirty (30) days' prior written notice; (iii) Tenant may only audit the books and records for the previous one (1) year period in question and after the lapse of one (1) year from the date on which Landlord delivers to Tenant any accounting or statement regarding any rental payments to be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountantunder this Lease, then the parties agree that Tenant shall choose an independent certified public accountant not have any right or ability to conduct audit Landlord's books and records with respect to such rental payments or charges; and (iv) if it is determined through such audit that the certification as to the proper amount of Tenant’s share of Other Periodic Payments due the expenses actually paid by Tenant to Landlord for the period in question have not been overstated by an amount that is more than ten percent (10%) of the “Certification”); provided, however, aggregate of such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in questionexpenses, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly immediately pay such additional share of Other Periodic Payments to Landlord, and reimburse Landlord within thirty (30) days after demand therefor by Landlord and for, the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant Landlord in connection with such Auditaudit, including without limitation, costs attributable to the time spent by Landlord's or Landlord's property management company's staff in connection with such audit, as such costs are reasonably determined by Landlord; provided, Landlord shall promptly pay to Tenant tile amount by which such expenses had been overstated. Landlord and Tenant shall use their commercially reasonable efforts to cooperate in such negotiations and to promptly resolve any discrepancies between Landlord and Tenant in the accounting of such costs and expenses.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forthe amount of Operating Expenses, Tenant, an officer of Tenant or an independent, certified public a "Big 6" accounting firm reasonably acceptable to Landlord (the “Accountants”) shall selected by Tenant will have the right, by prior written notice ("Audit Notice") given within one hundred eighty ninety (18090) days ("Audit Period") following receipt of the Reconciliation, after reasonable notice an Actual Statement and at reasonable times during normal business hours, to inspect audit Landlord’s books and 's accounting records (including, without limitation, applicable invoices) as shall with respect to Operating Expenses relative to the year to which such Actual Statement relates at the offices of Landlord's property manager. Tenant will be necessary for supplied with copies of any existing records reasonably required by Tenant to verify, at Tenant’s cost perform this audit. Tenant must pay Operating Expenses when due pursuant to the terms of this Lease and expense, actual Other Periodic Payments for the then most recent calendar year may not withhold payment of Operating Expenses or any other rent pending results of the Lease Term audit or during a dispute regarding Operating Expenses. The audit must be completed within sixty (an “Audit”60) days of the date of Tenant's Audit Notice and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant audit shall be made by an independent certified public accountant mutually agreed delivered to by Landlord and within seventy-five (75) days of the date of Tenant's Audit Notice. If Tenant does not comply with any of the aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord and Tenant cannot mutually agree to an independent certified public accountanthas overcharged Tenant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor the results of such audit are made available to Landlord, Landlord agrees to reimburse Tenant the amount of such overcharge. If Landlord disagrees with the results of such audit, the dispute shall be resolved by Landlord and arbitration in accordance with Paragraph 45 below. If the cost audit reveals that Tenant was undercharged, then within thirty (30) days after the results of the Certification and audit are made available to Tenant, Tenant agrees to reimburse Landlord the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in such undercharge, less the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%)actual, Landlord shall reimburse Tenant for the reasonable, outthird-of-pocket party costs and expenses incurred by Tenant in performing such audit. Tenant agrees to pay the cost of such audit, provided that if the audit reveals that Landlord's determination of Operating Expenses as set forth in the relevant Actual Statement was in error in Landlord's favor by more than eight percent (8%) of the amount charged by Landlord to Tenant pursuant to such Actual Statement, then Landlord agrees to pay the reasonable, third-party costs of such audit incurred by Tenant. To the extent Landlord must pay the cost of such audit, such costs shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third party in connection with such Auditthe audit, and no event will exceed the actual amount of the error (that is, without accounting for the 8% factor described above).

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forWithin 120 days after receiving Landlord’s Actual Statement, TenantTenant may, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable upon advance written notice to Landlord (the “Accountants”) shall have the rightand during reasonable business hours, within one hundred eighty (180) days following receipt cause an audit of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (includingwith respect to the preceding calendar year only to determine the accuracy of Landlord’s Actual Statement. Landlord shall make all pertinent records, without limitationcontracts, applicable invoices) as shall be , ▇▇▇▇▇▇▇▇ and other documentation available for inspection that are reasonably necessary for Tenant to verifyconduct its audit to ensure that all amounts expended which are subject to reimbursement by Tenant are in accordance with this Lease. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent, at Tenant’s sole cost and expense, actual Other Periodic Payments for to review Landlord’s records, the then most recent calendar year agent shall be an independent accountant or otherwise reasonably acceptable to Landlord. Tenant may have such review performed on a contingency fee basis provided the party conducting the review conforms with the prior sentence and Landlord shall not be obligated to pay any of the Lease Term costs or fees owing to such party. Within 150 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “AuditObjection Notice”) stating in reasonable detail any objection to the Actual Statement for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall promptly deliver such Audit work together in good faith to Landlordresolve any issues raised in Tenant’s Objection Notice. If Tenant fails to provide Landlord disputes the results of such Auditwith a timely Objection Notice, a certification as to the proper amount of Other Periodic Payments Landlord’s Actual Statement shall be deemed final and the amount due to or payable by binding, and Tenant shall be made by an independent certified public accountant mutually agreed have no further right to by Landlord and Tenantaudit or object to such statement. If Landlord and Tenant cannot mutually agree to an independent certified public accountantdetermine that Operating Expenses, then Taxes, Insurance Costs and/or Utilities Costs for the parties agree that calendar year are less than reported, Landlord shall provide Tenant shall choose an independent certified public accountant to conduct with a credit against the certification as to next installment of Rent in the proper amount of Tenant’s share of Other Periodic Payments due the overpayment by Tenant for the period in question (the “Certification”); providedor if no further Rent is due, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess amount directly to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by such determination is made. Likewise, if Landlord and Tenant determine as a result of a timely audit conducted pursuant to the cost provisions of this subsection, that Operating Expenses, Taxes, Insurance Costs and/or Utilities Costs for the Certification and calendar year are greater than reported, Tenant shall pay Landlord the Audit amount of any underpayment within thirty (30) days. Any amount due to Landlord as shown on Landlord’s Actual Statement, whether or not disputed by Tenant as provided herein shall be paid by TenantTenant when due as provided in this Lease, without prejudice to any such written exception pending resolution thereof. Tenant shall use reasonable efforts not to disclose the results of any such review to any other tenants of Landlord (whether in the Building or, if Tenant has actual knowledge thereof, elsewhere in Landlord’s portfolio). If no Certification process occurs and any Audit shows Landlord disputes the review, both parties shall within twenty (20) days agree upon a neutral third party certified public accountant whose determination shall be binding upon both parties. Except as set forth below, if it is finally determined that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above overpaid Operating Expenses, Taxes, Insurance Costs and/or Utilities Costs by more than five percent (5%) then Landlord shall pay all reasonable costs of Tenant incurred in such proceeding (other than any costs and fees of any contingency fee consultants utilized by Tenant, which shall be the sole obligation of Tenant as set forth above), Landlord otherwise Tenant shall reimburse Tenant for the reasonable, out-of-pocket costs and pay all of Landlord’s expenses incurred by Tenant in connection with such Audittherewith not to exceed the sum of One Thousand Dollars ($1,000.00). Subject to the limitations contained in Section 1.18(i), the provisions of this subsection (k) shall survive the expiration or termination of this Lease or the early termination of Tenant’s right to occupy the Premises.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the rightright to examine, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice audit and at reasonable times to inspect photocopy Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant relating to verify, at Tenant’s cost Proportionate Share of Operating Expenses and expense, actual Other Periodic Payments Taxes for any Operating Year for a period of six (6) months following the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree date that Tenant shall choose an independent certified public accountant to conduct receives the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”)Operating Statement and Tax Statement; provided, however, that (a) Tenant may exercise such right only once per twelve (12) month period; and (b) Tenant signs a confidentiality agreement in form reasonably satisfactory to Landlord in its sole discretion. Tenant shall give Landlord not less than thirty (30) days’ prior written notice of its intention to examine and audit such books and records, and such examination and audit shall take place in the city where the Premises are located. All costs of the examination and audit shall be performed by a certified public accountant and shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted on a non-contingent fee basis and shall be borne by Tenant; provided, however, that if such examination and audit establishes that Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share Proportionate Share of Other Periodic Payments Operating Expenses and Taxes for the period year in questionquestion are less than the amount set forth on the Operating Statement and Tax Statement by at least three percent (3%), then Landlord shall credit pay the reasonable costs of such excess to examination and audit. If the payments made by Tenant for such year are more than Tenant’s next required payment of Base Rent oron account thereof for such Operating Year, at the request of Tenant, Landlord shall promptly refund such excess to overpayment. If the payments made by Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid for such year are less than Tenant’s share of Other Periodic Paymentsrequired payment on account thereof for such Operating Year, Tenant shall promptly pay such additional share of Other Periodic Payments the deficiency to Landlord within thirty (30) days after demand therefor by Landlord and the cost conclusion of the Certification examination and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, audit as well as Landlord’s actual out-of-pocket costs and expenses incurred by Tenant in connection with such Auditexamination and audit. The obligation to make such refund or payment for any period within the Lease Term shall survive expiration of the Lease Term. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records for any Operating Year within the time period provided for by this Section 5, Tenant shall have no further right to challenge Landlord’s Operating Statement and Tax Statement.

Audit. In The Vendor shall keep accounts, books and records pertaining to services performed and reimbursable expenses incurred in a true and accurate manner and on the event basis of any dispute generally accepted accounting principles (GAAP) and in accordance with such reasonable requirements to facilitate review as to any Other Periodic Payments due hereunder which Landlord is responsible forthe Authority may require. Upon seventy-two (72) hours’ advance notice, Tenantthe Authority or a representative on behalf of the Authority, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the rightright to inspect, within one hundred eighty review, or audit (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times hereafter referred to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) during normal business hours, the accounts, books, records, and Tenant activities of the Vendor necessary to determine compliance by the Vendor with the The Vendor shall promptly deliver keep such Audit accounts, books and records as required to Landlord. If Landlord disputes be maintained by this Agreement at a location within the results of metropolitan Boston area or, if the Vendor maintains such Auditaccounts, books and records in another location outside the metropolitan Boston area, the Vendor shall, at Vendor’s own expense, make such accounts, books and records available at the Vendor’s Boston office or at a certification as site acceptable to the proper amount of Other Periodic Payments Authority upon reasonable notice from the Authority. The Authority shall have the right to photocopy or otherwise duplicate at the Authority’s expense those accounts, books and records as the amount due Authority determines to be necessary or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then convenient in connection with the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid TenantVendor’s share accounts, books or records have been generated from computerized data, the Vendor shall provide the Authority or its representative with extracts of Other Periodic Payments the data files in a computer readable format on suitable computer data exchange formats acceptable to the Authority. The Vendor shall retain and keep available to the Authority all books and records relating to this Agreement for a period of not less than six (6) years following the period in question, then Landlord shall credit such excess to Tenant’s next payment expiration of Base Rent the Term of this Agreement or, at in the request event of Tenantlitigation or claims arising out of or relating to this Agreement, promptly refund until such excess litigation or claims are finally adjudicated and all appeal periods have expired. Vendor shall ensure that all agreements with its subcontractors performing services under this Agreement contain terms and conditions consistent with the Authority’s Audit rights. This section shall survive any termination or expiration of this Agreement. The Authority’s right to Tenant inspect and audit extends to the cost books and records of all the Vendor’s subcontractors and to the documents of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid TenantVendor’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments certified public accountant as they relate to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditthis Contract.

Audit. In So long as no Event of Default exists, and subject to the event provisions in this Section, Tenant may review Landlord’s records of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forOperating Expenses in Denver, TenantColorado during Landlord’s normal business hours. Tenant shall, an officer within 180 days of Tenant or an independentLandlord’s delivery of a Reconciliation Statement, certified public accounting firm reasonably acceptable provide written notice to Landlord (of Tenant’s request for an audit of Operating Expenses. Landlord shall then provide Tenant with applicable supporting data for such Reconciliation Statement. ▇▇▇▇▇▇ acknowledges and agrees that any information reviewed under this Section constitutes confidential information and Tenant covenants not to disclose any such information whatsoever without the “Accountants”) express, written consent of Landlord, except that Tenant may share such information with accountants, attorneys and other professionals bound by agreement or professional ethics to maintain the confidentiality of such information. Further, Tenant shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable written notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes , to disclose the results fact of an audit and such Audit, a certification as to the proper minimum amount of Other Periodic Payments and the amount due to detail necessary in a judicial action, required securities disclosure or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Auditgovernmental action. If the Certification reflects audit establishes that the Reconciliation Statement overstated the sums alleged to be due from Tenant has overpaid by more than 5% of the sums actually due, then Landlord shall pay Tenant’s share reasonable costs of Other Periodic Payments for the period in questionaudit promptly upon receipt of supporting documentation and shall provide an amended Reconciliation Statement. If the sum due from Tenant on such amended Reconciliation Statement is less than zero, then Landlord shall credit all such excess overpayments by Tenant toward other sums due, or to Tenant’s next payment of Base Rent orbecome due under this Lease except at expiration, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit overcharges shall be paid by Landlord and conversely, if to Tenant has underpaid within 30 days. If the audit establishes that the Reconciliation Statement did not overstate Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above amounts due by more than five percent (5%), Landlord then Tenant shall reimburse pay Landlord’s reasonable costs of such audit and forward any such amounts due promptly upon receipt of supporting documentation. The audit rights of Tenant may only be exercised once for each Reconciliation Statement. If Tenant fails to meet all of the reasonableabove conditions as a prerequisite to the exercise of such right, out-of-pocket costs and expenses incurred by the right of Tenant in connection with such Auditto audit pursuant to this Section shall be deemed waived. This Section shall survive the expiration or earlier termination of the Lease.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forOn an annual basis, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within upon thirty (30) days after demand therefor by Landlord prior written notice, the Town, including the Town’s Auditor or his/her authorized representative, shall have the right to conduct an independent audit/review of ▇▇▇▇▇▇▇'s records reasonably related to the administration or enforcement of this Franchise. Pursuant to subsection 1.26 and Section 3.5, as part of the Franchise Fee audit/review the Town shall specifically have the right to review relevant data related to the allocation of revenue to Cable Services in the event Grantee offers Cable Services bundled with non-Cable Services. For purposes of this section, “relevant data” shall include, at a minimum, ▇▇▇▇▇▇▇’s records, produced and maintained in the ordinary course of business, showing the Subscriber counts per package and the cost revenue allocation per package for each package that was available for Town Subscribers during the audit period. To the extent that the Town does not believe that the relevant data supplied is sufficient for the Town to complete its audit/review, the Town may require other relevant data. For purposes of this Section 3.6, the Certification “other relevant data” shall generally mean all: (1) billing reports, (2) financial reports (such as General Ledgers) and (3) sample Subscriber bills used by Grantee to determine Gross Revenues for the Audit shall be paid by TenantFranchise Area that would allow the Town to recompute the Gross Revenue determination. If no Certification process occurs and any Audit the audit/review shows that the aggregate amount of Other Periodic Payments paid Franchise Fee payments have been underpaid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%) or more (or such other contract underpayment threshold as set forth in a generally applicable and enforceable regulation or policy of the Town related to audits), Landlord Grantee shall reimburse Tenant pay the total cost of the audit/review, such cost not to exceed five thousand dollars ($5,000) for each year of the reasonableaudit period. The Town’s right to audit/review and the Grantee’s obligation to retain records related to this subsection shall expire three (3) years after each Franchise Fee payment has been made to the Town, out-of-pocket costs and expenses incurred by Tenant unless the Grantee has been notified of an audit/franchise fee review, in connection with such Auditwhich case all records must be retained until the audit/review is complete.

Audit. In a. The CONCESSIONAIRE and its Associates in Liberia shall cause their respective books of account to be audited within three (3) months, or such longer period of time as the event GOVERNMENT may approve, after the close of any dispute as each Financial Year by an independent auditor selected by the CONCESSIONAIRE, and a copy of the annual financial statement duly certified by said auditor shall be furnished to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord the GOVERNMENT within twenty working (20) days after its receipt by the “Accountants”) CONCESSIONAIRE. The GOVERNMENT shall have the rightright freely to discuss with the said auditor the results of the audit and certification, and the CONCESSIONAIRE shall take all reasonable measures to ensure that said auditor shall cooperate fully in such discussions. The foregoing shall not in any way imply acceptance of any such audit or certification by the GOVERNMENT or preclude the GOVERNMENT from auditing such books of account as provided under Law, provided that the GOVERNMENT shall provide the CONCESSIONAIRE with a copy of any such audit within one hundred eighty forty five (18045) days following of receipt. However, once either the GOVERNMENT or the CONCESSIONAIRE has audited any book of accounts, the financial statement thus audited shall be considered acceptable and the audit results binding and conclusive as to its findings, unless a party hereto shall have indicated to the contrary within forty-five (45) days after its receipt of a copy of the Reconciliationaudited financial statement. b. If the CONCESSIONAIRE has, after reasonable notice pursuant to this Agreement, underpaid its liability for Taxes and Duties, the GOVERNMENT shall assess interest and penalties in accordance with the Revenue Code of Liberia (Act of 2000). If the CONCESSIONAIRE has overpaid its liability for Taxes and Duties then, at reasonable times its option, it may elect either to inspect Landlord’s be reimbursed by the GOVERNMENT or to apply such overpayment against future Taxes and Duties. c. In case a review of records or books outside of the Republic is required, the CONCESSIONAIRE will cooperate to provide the GOVERNMENT with copies of the information, books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant needed to verify, at Tenant’s cost and expense, actual Other Periodic Payments for complete the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Auditaudit. If the Certification reflects that Tenant has overpaid Tenant’s share GOVERNMENT nonetheless deems it necessary for any part of Other Periodic Payments for such audit to be performed outside of the period in questionRepublic, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of associated travel will be borne by the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditCONCESSIONAIRE.

Audit. In HaiChang shall keep and maintain for three (3) years complete and accurate records of (a) sales of Licensed Products by or on behalf of HaiChang and its Affiliates in sufficient detail to allow Rexahn to confirm the event accuracy of any dispute as royalties paid and/or payable under Section 4.3 hereunder, and (b) Qualified Expenses incurred by HaiChang and its Affiliates and Sublicensing Revenue received by HaiChang and its Affiliates, in each case in sufficient detail to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer allow Rexahn to confirm the accuracy of Tenant Sublicensing Revenue amounts paid or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) payable under Section 4.4 hereunder. Rexahn shall have the right, within one hundred eighty right during such three (1803) days following receipt of the Reconciliation, after reasonable notice and year period to appoint at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by its expense an independent certified public accountant mutually agreed reasonably acceptable to HaiChang to audit its relevant records for the purpose of verifying reports provided by Landlord HaiChang under Section 4.3(d) and TenantSection 4.4(c). If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant HaiChang shall choose an make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon thirty (30) calendar days written notice from Rexahn. Such audit right shall not be exercised by Rexahn more than once in any Calendar Year and the records for a twelve (12) month period may not be audited more than once. All records made available for audit shall be deemed to conduct be Confidential Information of HaiChang and, upon the certification as to request of HaiChang, the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such independent certified public accountant selected by Rexahn shall not enter into a confidentiality agreement with HaiChang in a form reasonably acceptable to HaiChang regarding the use and disclosure of such Confidential Information. The results of each audit, if any, shall be binding on both Parties absent manifest error. Rexahn shall bear the accountant who conducted Landlord’s initial calculation full cost of Other Periodic Payments such audit, except in the event that the results of the audit reveal an underpayment of royalties to which Tenant is now objecting Rexahn under Section 4.3 of five percent (5%) or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for more over the period being audited or an underpayment of Sublicensing Revenue to Rexahn under Section 4.4, in question, then Landlord shall credit which case documented and reasonable audit fees for such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit examination shall be paid by Landlord and converselyHaiChang. If such audit reveals an underpayment of royalties or Sublicensing Revenue, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant HaiChang shall promptly pay such additional share of Other Periodic Payments to Landlord any unpaid royalties or Sublicensing Revenue within thirty (30) calendar days after demand therefor by Landlord and the cost of the Certification and completion of the Audit shall be paid by Tenantaudit. If no Certification process occurs and such audit reveals an overpayment of royalties or Sublicensing Revenue, then at Rexahn’s election, Rexahn shall either pay any Audit shows that overpaid royalties or Sublicensing Revenue to HaiChang within thirty (30) calendar days of the aggregate amount completion of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant audit or HaiChang shall have the right to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with credit such Auditoverpayment against future amounts payable to Rexahn under this Agreement.

Audit. In Pulmatrix shall maintain complete and accurate Financial Records of the event sales of any dispute as Licensed Products and calculation of corresponding royalties in sufficient detail to any Other Periodic Payments due hereunder which Landlord is responsible forpermit RespiVert to confirm the accuracy of Pulmatrix’s Financial records related to the royalty calculations and calculation of Net Sales. Financial Records under this Agreement shall be open during reasonable business hours upon reasonable advance notice for a period of four (4) Calendar Years. for examination. Upon the written request of ▇▇▇▇▇▇▇▇▇ but not more often than once each year, Tenantat RespiVert’s expense, Pulmatrix shall permit an officer of Tenant or an independent, certified independent public accounting firm reasonably of national prominence selected by RespiVert and acceptable to Landlord Pulmatrix to have access during normal business hours upon reasonable advance notice to those records of Pulmatrix as may be reasonably necessary for the sole purpose of verifying the accuracy of the Net Sales report, the royalty calculation and Sales Milestones conducted by Pulmatrix pursuant to this Agreement. (a) Pulmatrix shall include in each sublicense or Commercialization Agreement entered into by it pursuant to this Agreement, a provision requiring, among others, the “Accountants”Sublicensee or Commercialization partner to keep and maintain adequate financial records pursuant to such sublicense or Commercialization Agreement and to grant access to such records by the aforementioned independent public accountant for the reasons specified in this Agreement. (b) The report prepared by such independent public accounting firm, a copy of which shall have be sent or otherwise provided to Pulmatrix by such independent public accountant at the rightsame time as it is sent or otherwise provided to RespiVert, shall contain the conclusions of such independent public accountant regarding the audit and will specify whether the amounts paid to RespiVert pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment, and the basis for such finding. (c) If such independent public accounting firm’s report shows any underpayment, Pulmatrix shall remit or shall cause its Sublicensees or Commercialization partners to remit to RespiVert within one hundred eighty (180) 30 days following after Pulmatrix’s receipt of such report, (i) the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results amount of such Audit, a certification as to the proper amount of Other Periodic Payments underpayment with interest due and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, ii) if such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than underpayment exceeds five percent (5%), Landlord shall reimburse Tenant ) of the total amount owed for the reasonableCalendar Year then being audited, out-of-pocket costs the reasonable and necessary fees and expenses incurred by Tenant in connection with of such Auditindependent public accountant performing the audit, subject to reasonable substantiation thereof. If such independent public accounting firm’s report shows any overpayment, Pulmatrix shall receive a credit equal to such overpayment against the royalty otherwise payable to RespiVert.

Audit. In If within the event of term referred to in section 4 above, THE DILUTED SHAREHOLDER made any dispute as objections to the NSR Royalty payment settlements submitted by CHAMBARA, THE DILUTED SHAREHOLDER and CHAMBARA shall make their best efforts to reach an agreement regarding any Other Periodic Payments due hereunder differences which Landlord is responsible for, Tenant, may have arisen between them. If CHAMBARA and THE DILUTED SHAREHOLDER fail to reach an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord agreement within fifteen (the “Accountants”15) shall have the right, within one hundred eighty (180) calendar days following receipt the date in which THE DILUTED SHAREHOLDER notifies its objections to CHAMBARA, the differences between such parties shall be submitted to a final and conclusive analysis by a consultant firm mutually agreed upon between CHAMBARA and THE DILUTED SHAREHOLDER . The expenses for the hiring of such consultant firm shall be borne by THE DILUTED SHAREHOLDER. The consultant firm referred to in the preceding paragraph shall conduct an audit of all the documents supporting the NSR Royalty payment settlements subject to observations by THE DILUTED SHAREHOLDER, as well as of all such other information and/or documents as are necessary to that effect. The audit shall take place at the place to be designated by CHAMBARA for those effects and during the business hours of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Auditlatter. If the Certification reflects audit reveals that Tenant has overpaid Tenant’s share the calculation of Other Periodic Payments for the period in questionNSR Royalties made by CHAMBARA is within a 2.5% range of the audit results, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit audit shall be paid fully borne by Landlord and converselyTHE DILUTED SHAREHOLDER. However, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost audit reveals that the calculation of the Certification NSR Royalties made by CHAMBARA exceeds the 2.5% range of the audit results, CHAMBARA shall bear the costs thereof. Upon completion of the audit and delivery of the Audit results to CHAMBARA and THE DILUTED SHAREHOLDER CHAMBARA shall pay, without any interests, any additional NSR Royalties that might have been determined by the audit. <PAGE> Such payment will be made by CHAMBARA within fifteen (15) calendar days of receipt of the audit. However, if the audit determined that CHAMBARA paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount NSR Royalties in excess of Other Periodic Payments paid by Tenant in the applicable period what is was overstated by Landlord pursuant really obliged to the reports described above by more than five percent (5%)make, Landlord THE DILUTED SHAREHOLDER shall reimburse Tenant for CHAMBARA the reasonable, out-of-pocket costs and expenses incurred amount paid in excess by Tenant in connection with such Auditit (without interests) within fifteen (15) calendar days of receipt of the audit.

Audit. In No more frequently than once during each calendar year during the event Term and for two (2) years thereafter, each of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord MTI and ▇▇▇▇▇▇▇▇ (the “Accountants”"Auditee") shall have the rightshall, within one hundred eighty upon ten (18010) days following receipt of prior Notice, permit the Reconciliationother Party's (the "Auditing Party") independent auditors to inspect, after reasonable notice audit and at reasonable times to inspect Landlord’s books copy accounts and records (includingincluding license agreements) of the Auditee and its Affiliates relating directly to the sale of Products, without limitationsale of products incorporating any portion of the FR[*] Technology, applicable invoices) as shall be necessary for Tenant and the licensing or sublicensing of FR[*] Technology (to verifythe extent such information is received by the Auditee from its Sublicensees), at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year sole purpose of verifying the accuracy of the Lease Term (an “Audit”) calculation of payments to the Auditing Party and Tenant the reports which accompanied them. The Auditing Party's independent auditors shall promptly conduct their review during normal business hours, shall not disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by the Auditee and shall prepare and deliver such Audit a written report contemporaneously to Landlordboth the Auditing Party and the Auditee. If Landlord disputes the results of such Audit, a certification as audit determines that payments are due to the proper amount of Other Periodic Payments and Auditing Party, the amount due to or payable by Tenant Auditee shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as pay to the proper amount Auditing Party any such additional amounts, plus interest at the annual rate of Tenant’s share of Other Periodic Payments due by Tenant the Prime Rate plus two (2) percentage points, pro-rated for the period in question (the “Certification”); providedof underpayment, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor of the date on which such auditor's written report is delivered to the Auditee and the Auditing Party. If the auditor determines that the Auditee's payments are in excess of those required under this Agreement, the Auditing Party shall remit the excess amount, plus interest at the annual rate of the Prime Rate plus two (2) percentage points, pro-rated for the period of overpayment, to the Auditee within thirty (30) days of the date on which such auditor's report is delivered to Auditing Party and the Auditee. Any such inspection of records shall be at the Auditing Party's expense unless such audit determines that the Auditee owes the Auditing Party more than ten percent (10%) of amounts previously paid by Landlord and the Auditee to the Auditing Party, in which case the Auditee shall bear the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditaudit.

Audit. In During the event twelve (12) month period after an Annual Report is submitted to Sublandlord (except the Annual Report for the last full calendar year and any partial year at the end of any dispute as the term, for which the period shall be six (6) months following delivery of such Annual Report), Sublandlord may, upon thirty (30) days' prior written notice to any Other Periodic Payments due hereunder which Landlord is responsible forSubtenant, Tenantaudit Subtenant's records of Gross Sales on one (1) occasion for the period covered by such Annual Report. Such audit shall be conducted during regular business hours at the Subleased Premises, an officer of Tenant or an independent, by a certified public accountant or accounting firm reasonably acceptable that has not been employed by either party during the prior year ("AUDITOR"). The Auditor shall be selected by Sublandlord, subject to Landlord (Subtenant's reasonable approval. Subtenant and Sublandlord hereby specifically consent to Sublandlord performing the “Accountants”) shall have audit with Sublandlord's own personnel, if such personnel are qualified to perform such audit, in Sublandlord's reasonable discretion. Subtenant may require the rightAuditor to execute aconfidentiality agreement satisfactory to Subtenant and its counsel with respect to nondisclosure of sales and other proprietary information disclosed to the Auditor in connection with such audit. The Auditor will be permitted to examine, within one hundred eighty (180) days following receipt of but not copy, Subtenant's accounting records relating to Gross Sales. Sublandlord acknowledges that only the ReconciliationAuditor, after reasonable notice and at reasonable times will be permitted to inspect Landlord’s review Subtenant's books and records of Gross Sales (including, without limitation, applicable invoices) as and claimed exclusions). The Auditor shall be necessary for Tenant afforded a reasonable period of time to verifyconduct and complete the audit, at Tenant’s cost and expenseSubtenant will cooperate with the Auditor in conducting the audit. Within a reasonable period, actual Other Periodic Payments for the then most recent calendar year not exceeding sixty (60) days, following completion of the Lease Term (an “Audit”) and Tenant audit, the Auditor shall promptly deliver such Audit to Landlord. If Landlord disputes issue a report of its conclusions, specifying the results of such Audit, a certification as to the proper amount of Other Periodic Payments and additional Percentage Rent due from Subtenant or the amount due to or payable of Percentage Rent overpaid by Tenant Subtenant. The report of the audit shall be made by an independent certified public accountant mutually agreed delivered to by Landlord both Sublandlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s AuditSubtenant. If the Certification reflects audit shows that Tenant has overpaid Tenant’s share of Other Periodic Payments for Subtenant paid less Percentage Rent than was actually due, Subtenant shall pay the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost amount of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments deficiency to Landlord Sublandlord within thirty (30) days after demand therefor Subtenant's receipt of such audit. If the audit shows that Subtenant paid more Percentage Rent than was actually due, Sublandlord shall, at Subtenant's election, pay said excess to Subtenant within thirty (30) days after completion of such audit or Subtenant may deduct such excess from the next due payment(s) of rent. If such audit shows an understatement of Gross Sales for the period covered by Landlord such Annual Report in excess of three percent (3%) of Gross Sales, then the reasonable fees and expenses actually incurred by Sublandlord in conducting such audit shall be reimbursed by Subtenant; otherwise, such fees and expenses shall be paid by Sublandlord. If Subtenant protests the conclusions of such audit, Subtenant may contest Sublandlord's determination by giving Sublandlord written notice within thirty (30) days following Subtenant's receipt of the audit report. If Sublandlord and Subtenant cannot mutually agree as to the Percentage Rent due within thirty (30) days after Sublandlord's receipt of Subtenant's notice of protest, Sublandlord and Subtenant shall jointly choose an independent Certified Public Accountant, whose determination shall be binding upon the parties hereto. If Sublandlord and Subtenant fail to agree upon an independent Certified Public Accountant, the parties agree to proceed forthwith to arbitrate the issue in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The cost of the independent Certified Public Accountant or the cost of arbitration shall be borne equally by the parties, but the cost of the Certification and the Audit audit shall be paid borne by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditeither Sublandlord or Subtenant as aforesaid.

Audit. In the event So long as Tenant is not then in monetary default of any dispute as to term or condition of this Lease beyond any Other Periodic Payments due hereunder which Landlord is responsible forapplicable notice and cure period, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the rightright to conduct a Tenant’s Review, within one hundred eighty as hereinafter defined, at Tenant’s sole cost and expense (180except as provided herein) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoicesphotocopy and delivery charges), upon thirty (30) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit days’ prior written notice to Landlord. If Landlord disputes the results “Tenant’s Review” shall mean a review and audit of such Audit, a certification as Landlord’s books and records relating to the proper amount of Other Periodic Payments (and the amount due to or only relating to) Building Expenses and Amenity Expenses payable by Tenant hereunder for the most recently completed calendar year as reflected on Landlord’s final year-end reconciliation of Building Expenses and Amenity Expenses (“Final Statement”). Tenant’s Review must be performed by either an employee of Tenant or by a Certified Public Accountant (“CPA”) reasonably satisfactory to Landlord. Tenant must elect to perform a Tenant’s Review by written notice of such election received by Landlord within ninety (90) days following delivery to Tenant of the Final Statement for the most recently completed calendar year. In the event that Tenant fails to make such election in the time and manner required or fails to diligently perform such Tenant’s Review to completion, then Landlord’s calculation of Building Expenses and Amenity Expenses shall be made final and binding on Tenant. Tenant hereby acknowledges and agrees that even if it has elected to conduct a Tenant’s Review, Tenant shall nonetheless pay all Building Expenses and Amenity Expenses payments to Landlord, subject to readjustment. Tenant further acknowledges that Landlord’s books and records relating to the Building may not be copied in any manner, are confidential, and may only be reviewed at any time during normal business hours at a location reasonably designated by Landlord, but Landlord will make such records available within the metropolitan area in which the Premises is located. Tenant shall provide to Landlord a copy of Tenant’s Review as soon as reasonably possible after the date of such Tenant’s Review. If Tenant’s Review reflects a reimbursement owing to Tenant by Landlord, and if Landlord disagrees with Tenant’s Review, then Tenant and Landlord shall jointly appoint an independent certified public accountant mutually agreed auditor to by conduct a review (“Independent Review”), which Independent Review shall be deemed binding and conclusive on both Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period Independent Review results in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess a reimbursement owing to Tenant and the cost equal to four percent (4%) or more of the Certification and amounts reflected in the Audit Final Statement, the costs of the Independent Review shall be paid by Landlord Landlord, but otherwise Tenant shall pay the costs of Tenant's Review and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Paymentsthe Independent Review. For any overcharge, Tenant shall promptly pay such additional share of Other Periodic Payments be entitled to Landlord receive, at Tenant’s option, a credit against Tenant’s upcoming Rent payments or a refund due and payable to Tenant within thirty (30) days after demand therefor completion of such Tenant Review or Independent Review, as applicable. Under no circumstances shall Tenant conduct a review of Landlord’s books and records whereby the auditor operates on a contingency fee or similar payment arrangement. Any such reviewer must sign a commercially reasonable non-disclosure, non-solicitation, and confidentiality agreement. Tenant agrees to use reasonable efforts to keep the results of its audit confidential, except for such disclosures to Tenant’s agents, employees, attorneys, accountants, financial advisors, officers, directors, members and contractors, and except for such disclosures as may be required by Landlord law, compelled by judicial process or which may be necessary to enforce the terms and the cost provisions of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditthis Lease.

Audit. In CKD and its Affiliates and Sublicensees shall keep complete and accurate records of the event underlying revenue and expense data relating to the calculations of any dispute as Net Sales, COGS and payments required under this Agreement for three (3) years from the end of the calendar quarter in which the Net Sales were accrued. Cara shall have the right, at its own expense and no more than [*], to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or have an independent, certified public accounting firm accountant, selected by Cara and reasonably acceptable to Landlord CKD, review all such records upon reasonable notice and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement within the prior thirty-six (36) month period. No calendar quarter may be audited more than one time. Notwithstanding the “Accountants”foregoing, in the event that CKD restates its earnings, and such restatement would impact the royalty due to Cara for any period(s) previously audited, or CKD revises a report or makes a further payment for a period for which a report or payment was previously provided or due to Cara under Section 5.5, which report or payment reflects a material change in the amount of royalties due for the prior period and Cara has previously audited such period, then Cara shall have the rightright to re-audit the affected time period(s) solely with respect to verifying the effect, within one hundred eighty (180) days following receipt if any, such restatement or revision has on royalties due with respect to such period(s). CKD shall receive a copy of each audit report promptly from Cara. Should the inspection lead to the discovery of a discrepancy to Cara’s detriment, CKD shall pay the amount of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord discrepancy within thirty (30) days after demand therefor by Landlord and being notified thereof. Cara shall pay the full cost of the Certification and inspection unless the Audit discrepancy is greater than [*], in which case CKD shall be paid pay to Cara the actual cost charged by Tenantsuch accountant for such inspection. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [*]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for‌ On an annual basis, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within upon thirty (30) days after demand therefor by Landlord prior written notice, the Town, including the Town’s Auditor or his/her authorized representative, shall have the right to conduct an independent audit/review of ▇▇▇▇▇▇▇'s records reasonably related to the administration or enforcement of this Franchise. Pursuant to subsection 1.26 and Section 3.5, as part of the Franchise Fee audit/review the Town shall specifically have the right to review relevant data related to the allocation of revenue to Cable Services in the event Grantee offers Cable Services bundled with non-Cable Services. For purposes of this section, “relevant data” shall include, at a minimum, ▇▇▇▇▇▇▇’s records, produced and maintained in the ordinary course of business, showing the Subscriber counts per package and the cost revenue allocation per package for each package that was available for Town Subscribers during the audit period. To the extent that the Town does not believe that the relevant data supplied is sufficient for the Town to complete its audit/review, the Town may require other relevant data. For purposes of this Section 3.6, the Certification “other relevant data” shall generally mean all: (1) billing reports, (2) financial reports (such as General Ledgers) and (3) sample Subscriber bills used by Grantee to determine Gross Revenues for the Audit shall be paid by TenantFranchise Area that would allow the Town to recompute the Gross Revenue determination. If no Certification process occurs and any Audit the audit/review shows that the aggregate amount of Other Periodic Payments paid Franchise Fee payments have been underpaid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%) or more (or such other contract underpayment threshold as set forth in a generally applicable and enforceable regulation or policy of the Town related to audits), Landlord Grantee shall reimburse Tenant pay the total cost of the audit/review, such cost not to exceed five thousand dollars ($5,000) for each year of the reasonableaudit period. The Town’s right to audit/review and the Grantee’s obligation to retain records related to this subsection shall expire three (3) years after each Franchise Fee payment has been made to the Town, out-of-pocket costs and expenses incurred by Tenant unless the Grantee has been notified of an audit/franchise fee review, in connection with such Auditwhich case all records must be retained until the audit/review is complete.

Audit. In Each Landlord’s Expense Statement shall be conclusive and binding upon Tenant unless, within three (3) months after receipt thereof, Tenant shall give Landlord notice that Tenant disputes the correctness of the Landlord’s Expense Statement, specifying the particular respects in which the Landlord’s Expense Statement is claimed to be incorrect. Tenant shall not have the right to withhold payment of Tenant’s Share of Operating Expenses in the event of any dispute as a dispute. Landlord shall maintain books and records appropriate for the computation and verification of Operating Expenses and shall permit Tenant’s accountants, consultants and/or employees to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect examine Landlord’s books and records, during Landlord’s regular business hours at Landlord’s place of business and with at least ten (10) Business Days prior written notice, in order to verify the accuracy of the relevant Landlord’s Expense Statement. The records (including, without limitation, applicable invoices) as and any related information obtained from Landlord shall be necessary treated as confidential, and as applicable only to the Premises, by Tenant, its accountants, consultants, and any other parties reviewing the same on behalf of Tenant. Before making any records available for review, Landlord may require Tenant to verify, at and Tenant’s cost accountants, consultants and expenseemployees to execute a reasonable confidentiality agreement, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and in which event Tenant shall promptly deliver such Audit cause the same to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments be executed and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments delivered to Landlord within thirty (30) days after demand therefor receiving it from Landlord, and if Tenant fails to do so, the three (3) month objection period referred to in the first sentence of this paragraph shall be reduced by one day for each day by which such execution and delivery follows the expiration of such 30-day period. If it shall be finally determined by an independent accountant engaged by Tenant and reasonably approved by Landlord and that Landlord’s Expense Statement was incorrect or commercially unreasonable, then either (a) Landlord shall at its election reimburse Tenant for any overpayment or credit the amount of such overpayment against the next monthly installment of Tenant’s Share of Operating Expenses payable under this Lease, or (b) Tenant shall within fifteen (15) days after such determination pay any amounts due to Landlord. Tenant agrees to pay the cost of such audit, provided that, if the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows audit reveals that the aggregate amount Landlord’s determination of Other Periodic Payments paid by Tenant in the applicable period Operating Expenses was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse pay the cost of such audit. Notwithstanding any contrary provision hereof, Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditmay not examine Landlord’s records or dispute any Landlord’s Expense Statement if any Rent remains unpaid past its due date.

Audit. Tenant shall have the right to have Landlord's books and records pertaining to Operating Expenses for any Expense Year reviewed, copied and audited ("Tenant's Audit") provided that (i) such right shall not be exercised more than once during any calendar year; (ii) if Tenant elects to conduct Tenant's Audit, Tenant shall provide Landlord with written notice thereof no later than thirty (30) days following Tenant's receipt of Landlord's statement of Operating Expenses for the year to which Tenant's Audit will apply; (iii) Tenant shall have no right to conduct Tenant's Audit if Tenant is, either at the time Tenant forwards Landlord written notice that Tenant's Audit will be conducted or at any time during Tenant's Audit, then in default under this Lease; (iv) conducting Tenant's Audit shall not relieve Tenant from the obligation to pay Tenant's Proportionate Share of Operating Expenses, as billed by Landlord, pending the outcome of such audit; (v) Tenant's right to conduct such audit for any calendar year shall expire thirty (30) days following Tenant's receipt of Landlord's statement of Operating Expenses for such year, and if Landlord has not received written notice of such audit within such thirty (30) day period, Tenant shall have waived its right to conduct Tenant's Audit for such calendar year; (vi) Tenant's Audit shall be conducted by a Certified Public Accountant not employed by or otherwise affiliated with Tenant, except to the extent that such accountant has been engaged by Tenant to conduct Tenant's Audit; (vii) Tenant's Audit shall be conducted at Landlord's office where the records of the year in question are maintained by Landlord, during Landlord's normal business hours; and (viii) except as set forth below, Tenant's Audit shall be conducted at Tenant's sole cost and expense. In the event of any dispute as that Tenant's Audit demonstrates to any Other Periodic Payments due hereunder which Landlord's reasonable satisfaction that Landlord is responsible forhas overstated the Operating Expenses for the year audited, then Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt 's Proportionate Share of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as overstated amount shall be necessary for Tenant to verifycredited against Tenant's Base Rental and Additional Rental next due under this Lease until such credit has been exhausted, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of or if the Lease Term (an “Audit”) has expired and no further amounts are due from Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Auditunder this Lease, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess overstated amount to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by following Landlord's receipt of documentation reasonably acceptable to Landlord and reflecting the cost calculation of the Certification and the Audit shall be paid by Tenantsuch overstated amount. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant Additionally, in the applicable period was event that Tenant's Audit demonstrates to Landlord's reasonable satisfaction that Landlord has overstated by Landlord pursuant to the reports described above Operating Expenses for the year audited by more than five percent (5%), then, in addition to reimbursing Tenant for Tenant's Proportionate Share of such overstated amount, as set forth above, Landlord shall also reimburse Tenant for Tenant's actual reasonable cost incurred in conducting Tenant's Audit within thirty (30) days of Landlord's receipt of documentation reasonably acceptable to Landlord reflecting the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with amount of such Auditcost.

Audit. In City reserves the event right during the Term on an annual basis and within four (4) years after expiration or termination of this Agreement to inspect and examine all Tenant’s books of account, records, cash receipts, and other pertinent data, so City can ascertain Tenant’s Gross Revenue and Operational Margin from operation of the Premises, or any dispute as other items set forth in this Agreement. Specifically: (a) An annual audited statement prepared by a certified public accountant in accordance with GAAP detailing all income shall be submitted within ninety (90) days of the closing of the Lease Year. The annual audited statements shall include the Gross Revenues, Operational Margin, Annual Rent expenditures, and Capital Improvement Expenditures, in addition to any Other Periodic Payments due hereunder which Landlord is responsible forother items set forth in this Agreement for the preceding Lease Year prepared by an independent Certified Public Accountant. If Tenant shall fail to deliver such annual audited statement to City within said ninety (90) day period, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) City shall have the rightright thereafter to audit or cause an audit to be performed, within one hundred eighty including without limitation an audit of all records required by Section 6.6 (180Capital Improvement Expenditure) days following receipt and Section 6.10 (Statement of the ReconciliationGross Revenue) herein, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall may be necessary to certify the amounts of Operational Margin, Gross Revenue and Annual Rent for such Lease Year. (b) The right to audit shall extend during the length of this Agreement and for a period of four (4) years, or longer if required by law, following the date of final payment under this Agreement. Tenant agrees to verifyretain all necessary records/documentation for the entire length (c) An audit may be accomplished, in the City’s sole discretion, by either City forces or an outside auditing firm. In addition, City retains the right to perform spot check audits no more than once a year and upon providing notice at least forty eight (48) hours in advance; this limitation does not apply to audits required to investigate criminal or suspicious behavior. (d) Tenant will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which Tenant agrees must be made as a result of any such audit or inspection of Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant invoices and/or records shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor from presentation of City’s findings to Tenant. If Tenant fails to make such payment, Tenant agrees to pay interest, accruing monthly, at the maximum legal rate. Interest will be computed form the date of written notification of exception(s) to the date Tenant reimburses City for any exception(s). If audit inspection or examination in accordance with this section, discloses overcharges (on any nature) by Landlord and Tenant to City in excess of one percent (1%) of the value of that portion of the contract that was audited, the actual cost of the Certification and the Audit City’s audit shall be paid reimbursed to City by Tenant. If no Certification process occurs and any Audit shows that In the aggregate amount of Other Periodic Payments paid by Tenant in event the applicable period was overstated by Landlord pursuant parties are unable to agree as to the reports described above by more result of any audit, the dispute shall be resolved in mediation or arbitration in accordance with Section 22.3 (Memorandum of Agreement) hereafter. (e) To the extent legally possible, City shall keep any information gained from such statements, inspection, or audit confidential and shall not disclose it other than five percent (5%), Landlord shall reimburse Tenant for to carry out the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditpurpose of this Agreement.”

Audit. In VYNE shall keep, and shall require its Affiliates and Sublicensees to keep, complete and accurate records and books of account (in an electronic format) pertaining to the event sale or other disposition of Products in sufficient detail and containing all data necessary to permit Tay to confirm the accuracy of any dispute as to any Other Periodic Payments payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) hereunder. VYNE shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s keep such books and records necessary to permit Tay to conduct an audit under this section for a minimum of six (including6) years following the Calendar Year to which they pertain, without limitationor such longer period of time as may be required by Applicable Law. Upon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, applicable invoices) as shall such records may be necessary for Tenant to verify, at Tenantinspected on Tay’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made behalf by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “CertificationAuditor”); provided) selected by Tay and reasonably acceptable to VYNE for the sole purpose of verifying for Tay the accuracy of any payments made, howeveror required to be made, such certified public accountant to Tay pursuant to this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits shall be limited to once each Calendar Year and once with respect to records covering any specific period of time. Such auditor shall not be disclose VYNE’s Confidential Information to Tay except to the accountant who conducted Landlord’s initial calculation extent necessary to confirm the accuracy of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Auditfinancial reports and payments furnished by VYNE under this Agreement and the amount of any discrepancies. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost final result of the Certification and inspection reveals an undisputed underpayment, the Audit underpaid amount shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor the Auditor’s report. If that the final result of the inspection reveals an undisputed overpayment, the overpaid amount shall be applied as a credit against future royalty payments by Landlord and VYNE. Tay shall bear the full cost of the Certification and the Audit shall be paid such audit unless such audit reveals an underpayment owed by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount VYNE of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%)) from the reported amounts, Landlord in which case VYNE shall reimburse Tenant Tay for the reasonable, out-of-pocket costs Auditor’s services. From time to time Tay shall also have the right to request of VYNE and expenses incurred by Tenant VYNE shall in connection with receipt of such Auditrequest provide to Tay such information as may reasonably be required for Tay to assess the conduct and performance of VYNE in carrying out its obligations under this Agreement.

Audit. In Affymax shall use Diligent Efforts to minimize the event Manufacturing Cost while assuring quality of any dispute as Bulk Hematide, and shall consider in good faith all reasonable input from Collaborator for such purpose. Affymax shall maintain complete and accurate records in sufficient detail to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable permit Collaborator to Landlord (confirm the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt accuracy of the Reconciliationcalculation of Manufacturing Cost and resulted supply price payments due under this Agreement. Upon reasonable prior notice, after reasonable notice and at reasonable times to inspect Landlord’s books and such records (including, without limitation, applicable invoices) as shall be necessary available during regular business hours for Tenant to verify, a period of three (3) years from the creation of individual records for examination at TenantCollaborator’s cost and expense, actual Other Periodic Payments for the then most recent and not more often than once each calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audityear, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed selected by Collaborator and reasonably acceptable to by Landlord and TenantAffymax, for the sole purpose of verifying the accuracy of the calculation of the supply price pursuant to this Agreement. If Landlord and Tenant canAny such auditor shall not mutually agree to an independent certified public accountantdisclose Affymax’s Confidential Information, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as except to the proper extent such disclosure is necessary to verify the accuracy of amount of Tenant’s share of Other Periodic Payments supply price due by Tenant for Collaborator under this Agreement. Any amounts determined by such auditor to be overpaid, if any, shall be [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments Securities and Exchange Commission pursuant to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost Rule 406 of the Certification and the Audit shall be paid by Landlord and converselySecurities Act of 1933, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments as amended. reimbursed to Landlord Collaborator within thirty (30) days after demand therefor by Landlord and from issuance of its report, plus interest (as set forth in Section 8.7) from the cost of the Certification and the Audit original due date. Any amounts determined to be underpaid shall be paid by Tenantwithin thirty (30) days from the accountant’s report. If no Certification process occurs and any Audit shows that Collaborator shall bear the aggregate full cost of such audit unless such audit discloses an overpayment of the amount of Other Periodic Payments paid by Tenant in actually owed during the applicable period was overstated by Landlord pursuant to the reports described above by calendar year of more than five percent (5%)[ * ], Landlord in which case Affymax shall reimburse Tenant for bear the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with full cost of such Auditaudit.

Audit. In the event of any dispute as Each Statement sent to any Other Periodic Payments due hereunder which Tenant shall constitute an account stated between Landlord is responsible for, Tenant, an officer of and Tenant or an independent, certified public accounting firm reasonably acceptable and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to audit such Statement, and (the “Accountants”ii) shall have the right, within one hundred eighty (180) days following receipt after such Statement is delivered, sends a written notice to Landlord objecting to such Statement. Tenant and all auditors, representatives, contractors, agents, and other third parties involved on behalf of Tenant in any review, audit or dispute concerning Expenses, Laboratory Expenses, or Taxes shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the Reconciliationinformation obtained in connection with such review. Tenant agrees that Tenant will not employ, after reasonable notice and at reasonable times in connection with any review, audit or dispute under this Lease, any person or entity who is to inspect Landlord’s books and records be compensated in whole or in part, on a contingency fee basis. If Tenant satisfies the foregoing conditions precedent, then Tenant may review or audit the Expenses, Laboratory Expenses or Taxes (including, without limitation, applicable invoicesas applicable) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent subject calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlordor Fiscal Year, as applicable. If Landlord disputes the results of such Audit, a certification parties are unable to resolve any dispute as to the proper amount correctness of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord Statement within thirty (30) days after demand therefor following the review or audit performed by Tenant, then either party may refer the issues raised by such review or audit to a nationally recognized public accounting firm selected by Landlord and reasonably acceptable to Tenant, and the cost decision of such accountants shall be conclusively binding upon Landlord and Tenant. Landlord shall not select an accounting firm with which either party has contracted with over the immediately preceding five (5) years. If said accountants shall determine that Tenant shall have made any payment in excess of the Certification amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord promptly after said accountants shall have rendered their decision and if such accountants shall determine that Tenant shall have underpaid the Audit amount properly due hereunder such under-payment shall be paid by TenantTenant to Landlord promptly after said accountants shall have rendered their decision. If no Certification process occurs Tenant shall pay the fees and any Audit shows expenses relating to its audit, unless its accountants determine that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was Landlord overstated by Landlord pursuant to the reports described above Expenses, Laboratory Expenses, or Taxes by more than five percent (5%)) for such calendar year or Fiscal Year, as applicable, in which case Landlord shall reimburse Tenant for pay the reasonable, reasonable out-of-pocket costs fees and expenses incurred by Tenant. Landlord and Tenant shall split equally the fees of the third party auditor hired by Landlord and reasonably approved by Tenant to resolve the dispute. Except as provided in connection with such Auditthis Section 4.6, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement.

Audit. In NatWest shall maintain during the event term of any dispute as this Agreement and for a ----- period of five (5) years thereafter all books, records, accounts, and technical materials regarding NatWest's activities in connection herewith sufficient to any Other Periodic Payments due hereunder which Landlord is responsible fordetermine and confirm NatWest's royalty obligations hereunder. Upon InterTrust's request, Tenant, NatWest will permit an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within independent auditor from one hundred eighty (180) days following receipt of the Reconciliationfive largest international accounting firms of InterTrust's choice (subject to NatWest's consent, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant which shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments unreasonably withheld or delayed) to which Tenant is now objecting examine and audit, at InterTrust's expense, during a reasonable time (but no more than [*] during a [*] month period), such books, records, accounts, documentation and materials, and take extracts therefrom or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments make copies thereof for the period in questionpurpose of verifying the correctness of reported royalty statements and payments provided by NatWest. Prior to such audit, then Landlord InterTrust shall credit cause such excess independent auditor to Tenant’s next execute a written confidentiality agreement supplied by NatWest, which shall contain terms that are commercially reasonable under the circumstances and are designed to reasonably protect the confidentiality of NatWest's information. NatWest shall pay any unpaid delinquent amounts disclosed by such audit within ten (10) days of InterTrust's request; provided that any such payment shall not constitute an admission or waiver of Base Rent or, at any kind. To the request extent such examination: (i) discloses an underpayment of Tenant, promptly refund more than [*] dollars ($US[*]) and such excess to Tenant and the cost underpayment represents a sum greater than [*] of the Certification and the Audit shall be sums paid to InterTrust by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in NatWest during the applicable period was overstated by Landlord pursuant subject to such audit; or (ii) discloses an underpayment of more than [*] dollars ($US[*]), NatWest shall fully reimburse InterTrust, promptly upon demand, for the reasonable fees and disbursements due the auditor for such audit; provided that such prompt payment shall not be in -------- ---- lieu of any other remedies or rights available to InterTrust hereunder. If an audit reveals an overpayment, InterTrust shall notify NatWest of such overpayment and NatWest will apply the amount of such overpayment against future royalties due and payable to InterTrust (and such [*] royalties shall not be subject to the reports described above by more than five percent (5%provisions of Section [*] hereof concerning the [*]), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Audit.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliationfrom time to time, after reasonable notice and at reasonable times to inspect audit Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary they relate to any costs and expenses for which Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for is responsible under this Lease during the then most recent previous calendar year of the Lease Term term. Any such audit shall be conducted during Landlord’s regular business hours at the offices of Landlord where such records are kept utilizing an independent third party (an “Audit”which shall be the same entity that Tenant uses for similar auditing functions for other building(s) owned or leased by Tenant) designated by Tenant, on a non-contingency basis. In the event any such audit reveals that the costs and expenses for which Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results has paid Tenant’s proportionate share of such Audit, a certification as costs relative to the proper amount of Other Periodic Payments any audit period exceed actual costs and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant expenses for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments responsible for the period in questionpaying its proportionate share, then either: (i) Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly or refund such excess any overpayment to Tenant within thirty (30) days of such audit report; or (ii) Tenant shall pay to Landlord any underpayment within thirty (30) days of such audit report, as applicable. All costs and the cost expenses of the Certification and the Audit any such audit shall be paid by Tenant, unless such audit discloses a discrepancy in the amount of five percent (5%) or more in which case Landlord shall pay for such audit, up to a maximum amount of $5,000. Tenant may perform such an audit no more than once each calendar year during the Lease term and converselyTenant shall maintain all information reviewed during such audit in a confidential manner, if Tenant has underpaid only disclosing such information to Tenant’s share of Other Periodic Paymentsaccountants, Tenant legal counsel, officers and managers. Tenant’s right to audit shall promptly in no way relieve Tenant’s obligations to pay such additional share of Other Periodic Payments Common Area Expenses due to Landlord within thirty (30) days after demand therefor by Landlord and the cost receipt of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditan invoice therefor.

Audit. Once per calendar year during the Earn-Out Term, Seller shall have the right to engage an independent accounting firm, which shall have the right to examine in confidence the relevant Purchaser records as may be reasonably necessary to determine and/or verify the amount of Earn-Out Payments or Contingent Purchase Price payment due to Seller hereunder. An audit of the records for any given period must be conducted within one (1) year after the termination of such period and only one audit may be conducted with respect to a given period. Such examination shall be conducted and shall take place, and Purchaser shall make its records available, during normal business hours, after at least fifteen (15) days' prior written notice given to Purchaser by Seller, at the facility(ies) where such records are maintained. The independent accounting firm will prepare and provide to each Party a written report stating whether the Annual Reports submitted and Earn-Out Payments or Contingent Purchase Price payment, as applicable, made with respect to the period subject to the audit were correct or incorrect and the amounts of any discrepancies. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forthat it was ultimately determined that there was an underpayment by Purchaser hereunder, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant Purchaser shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period (but in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within no event later than thirty (30) days after demand therefor by Landlord and the cost its receipt of the Certification and independent auditor's report so concluding) make payment to Seller of any shortfall. In the Audit event that it was ultimately determined that there was an overpayment by Purchaser hereunder, Seller shall promptly (but in no event later than thirty (30) days after Seller's receipt of the independent auditor's report so concluding) refund to Purchaser the excess amount. All costs of the audit, including the expenses of the independent accounting firm, shall be borne and promptly paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditSeller.

Audit. In At its principal office, the event of any dispute Company shall maintain the usual and sufficient records showing its actions under this Agreement to enable Columbia to determine the Company’s compliance with its obligations under this Agreement. Upon reasonable advance notice but not more than once per calendar year, Columbia may at its expense (except as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”provided below) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord or auditor and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification attorney (each as to whom the proper amount Company has no reasonable objection and who agrees to enter and does enter into the Company’s standard form of Tenant’s share of Other Periodic Payments due by Tenant confidentiality and nondisclosure agreement, provided such agreement includes reasonable terms and conditions for the period purposes of conducting an audit) audit the records to verify the accuracy of the amounts paid under this Agreement. In an audit review, Columbia may cover any calendar quarter or year up to seven (7) years before the first day of the calendar quarter in question (which Columbia requests the “Certification”); providedreview, however, provided no prior audit review covered such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting calendar quarter or the accountant who conducted Tenant’s Audityear. If the Certification reflects that Tenant review shows the Company has overpaid Tenant’s share of Other Periodic Payments for the period underpaid in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost any of the Certification and the Audit shall be paid following ways: (i) by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%)) or more concerning any calendar quarter, Landlord or (ii) by more than $25,000.00 for any calendar quarter, or (iii) by an aggregate of $50,000 or more for any calendar year, then the Company shall reimburse Tenant for pay, no later than ten days after a demand by Columbia, the reasonable, out-of-pocket costs and expenses incurred of the review (including the fees charged by Tenant Columbia’s accountant and attorney involved in the review). If the review shows the Company has underpaid, then the Company shall pay, no later than ten days after a demand by Columbia the amount of any underpayment and any interest on the underpayment. The Company shall cooperate fully with Columbia’s accountant or auditor and attorney in connection with any such Auditreview. During the review, the Company shall provide Columbia’s accountant or auditor and attorney with all reasonably requested information to allow the accountant or auditor and attorney to audit and test the records for completeness. That information includes but is not limited to information relating to sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports, cost information, pricing policies, and agreements with third parties (including the Sublicensees, the Designees, the Affiliates of the Company, the Sublicensees, and the Designees, and the customers). The Company may require the accountant or auditor and attorney to agree to hold the Company records in confidence; however, the accountant or auditor and attorney may share the information with Columbia. Columbia shall keep the information in confidence according to Section 7.

Audit. In EyePoint and its Affiliates and Sublicensees shall keep and maintain for five (5) years complete and accurate records of sales of Licensed Products in sufficient detail to allow Equinox to confirm the event accuracy of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) royalties paid and/or payable under Section 4.3 hereunder. Equinox shall have the right, within one hundred eighty right during such five (1805) days following receipt of the Reconciliation, after reasonable notice and year period to appoint at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by its expense an independent certified public accountant mutually agreed reasonably acceptable to EyePoint to audit all relevant records for the purpose of verifying reports provided by Landlord EyePoint under Section 4.4. EyePoint and Tenant. If Landlord its Affiliates and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant Sublicensees shall choose an make such records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon thirty (30) days written notice from Equinox. Such audit right shall not be exercised by Equinox more than once in any Calendar Year and the records for a twelve (12) month period may not be audited more than once. All records made available for audit shall be deemed to conduct be Confidential Information of EyePoint and, upon the certification as to request of EyePoint, the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such independent certified public accountant selected by Equinox shall not enter into a confidentiality agreement with EyePoint in a form reasonably acceptable to EyePoint regarding the use and disclosure of such Confidential Information. The results of each audit, if any, shall be binding on both Parties absent manifest error. Equinox shall bear the accountant who conducted Landlord’s initial calculation full cost of Other Periodic Payments such audit, except in the event that the results of the audit reveal an underpayment of royalties to which Tenant is now objecting Equinox under Section 4.3 of [***] or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for more over the period being audited, in question, then Landlord shall credit which case documented and reasonable audit fees for such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit examination shall be paid by Landlord and converselyEyePoint. If such audit reveals an underpayment of royalties, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant EyePoint shall promptly pay such additional share of Other Periodic Payments to Landlord any unpaid royalties within thirty (30) days after demand therefor by Landlord and the cost of the Certification and completion of the Audit shall be paid by Tenantaudit. If no Certification process occurs and such audit reveals an overpayment of royalties, then at EyePoint’s election, Equinox shall either pay any Audit shows that overpaid royalties to EyePoint within thirty (30) days of the aggregate amount completion of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant audit or EyePoint shall have the right to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with credit such Auditoverpayment against future amounts payable to Equinox under this Agreement.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following For [XXXXX] after receipt of the ReconciliationNet Revenue by Infoseek, after reasonable notice Infoseek ----- will maintain records and at reasonable times to inspect Landlord’s books and records (includingbooks, without limitationin accordance with generally accepted accounting principles, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlordregarding Net Revenue. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an A nationally-recognized independent certified public accountant mutually agreed to (not hired on a contingent-fee basis) selected and paid for by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountantMpath may, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as subject to the proper confidentiality provisions of this Agreement, upon reasonable prior notice and during normal business hours, inspect the records of Infoseek on which such reports are based no more than [XXXXX] per calendar year and [XXXXX] within [XXXXX] after termination of this Agreement. If, upon performing such audit, it is determined that Infoseek has underpaid Mpath, Infoseek will pay to Mpath the amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord underpayment within thirty (30) days after demand therefor by Landlord and the cost of completion of the Certification and audit. If, upon performing such audit, Infoseek has overpaid Mpath, Infoseek may offset the Audit shall be paid by Tenantamount of any such overpayment against any balance owing from Infoseek to Mpath. If no Certification process occurs such offset is not commercially reasonable, Infoseek may invoice Mpath for such amount and any Audit shows Mpath agrees to pay such invoice within thirty (30) days. Notwithstanding the requirement that Mpath pay for the aggregate audit, if such underpayment exceeds [XXXXX] of the amounts due Mpath in the period being audited, Infoseek will bear all reasonable expenses and costs of such audit up to the amount of Other Periodic Payments the underpayment. Infoseek shall have all of the rights to audit granted to Mpath in this Section 3.6 with respect to Gross Revenues (Mpath) collected by Chips & Bits and paid by Tenant in the applicable period was overstated by Landlord to Mpath pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Audit.Section 3.5.1. [XXXXX] CONFIDENTIAL TREATMENT REQUESTED OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Audit. In At its option, Lessor may at any time, upon not less than thirty (30) days, prior written notice to Lessee, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the event entire records and operations of Lessee included in Gross Revenues from the Premises during the period covered by any statement issued by Lessee. Lessee shall make available to the Lessor’s auditor at the Premises or Lessee’s main accounting office on the day set forth in Lessor’s notice, requiring such audit, all of the financial records, source documents, variance reports, general ledgers, management reports, arrearage reports, check registers, and any other materials which such auditor deems necessary or desirable for the purpose of performing such audit. Lessee shall promptly pay to Lessor the amount of any dispute as to deficiency in Base Rent and/or Ticket Surcharge payments disclosed by any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlordaudit. If Landlord disputes the results such audit shall disclose that Lessee’s statement of such Audit, a certification as Gross Revenues is at variance to the proper amount extent of Other Periodic Payments and the amount due five percent (5%) or more, Lessor may ▇▇▇▇ to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and Lessee the cost of the Certification and the Audit such audit, which Lessee shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord Lessee’s receipt of Lessor’s invoice. If such audit shall disclose an overpayment, Lessor shall credit such overpayment toward the next payment of Rent due. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the cost event Lessee’s auditor and Lessor’s auditor shall schedule a date for an audit of Lessee’s records, and Lessee shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit. Lessor and Lessee agree to attempt to resolve any audit dispute not resolved in sixty (60) days following delivery of the Certification and final audit by submitting the Audit results of the disputed audit to a mutually acceptable third-party accounting firm for its opinion, the fees of which shall be paid by TenantLessee. If no Certification process occurs and any In addition to Lessor’s available remedies, in the event an audit or other reliable information reveals that Lessee’s records are unavailable due to Lessee’s failure to reasonably maintain such records, Lessor shall be entitled to collect as Additional Rent from Lessee an amount equal to the lesser of (i) fifty percent (50%) of the Base Rent (the "Audit shows that the aggregate amount of Other Periodic Payments Unavailability Penalty") paid by Tenant Lessee in the applicable preceding Lease Year prorated for the period was overstated by Landlord in question (i.e., if the period in question is equal to six (6) months, then the Additional Rent provided for herein will be equal to 50% (1/2 of the year) of the Audit Unavailability Penalty) or (ii) the difference between (x) 110% of the Base Rent that Lessee has calculated as payable in the year in question and (y) the Base Rent paid in the preceding Lease Year. Lessor’s exercise of the foregoing remedy shall in no way limit or otherwise affect Lessor’s ability to exercise other remedies available to it, nor shall Lessee’s obligations pursuant to the reports described above terms, covenants and conditions of this Lease (including, without limitation, Lessee’s obligation with respect to reporting Gross Revenues and payment of Base Rent and Ticket Surcharge) be in any manner reduced or diminished by more than five percent (5%)the exercise of such remedy. Lessor shall additionally have such audit rights as are set forth by Section 18-102, Landlord City Code, which is deemed as being incorporated by reference as if fully set forth herein. In addition Lessor shall reimburse Tenant for have the reasonableability but not the duty to conduct inspections, out-of-pocket costs and expenses incurred as are set forth in Section 18- 101, City Code, deemed as being incorporated by Tenant in connection with such Auditreference as if fully set forth herein, from time to time, of the Premises as provided.

Audit. In For forty-five (45) days following Landlord’s delivery to Tenant of the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forAnnual Expense Reconciliation, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall will have the right, within one hundred eighty during normal business hours and upon no less than five (1805) days following receipt of the Reconciliationprior written notice to Landlord, after reasonable notice and at reasonable times to inspect examine Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year purpose of confirming the Lease Term (an “Audit”) and Annual Expense Reconciliation. Tenant shall promptly deliver such Audit will be deemed to Landlord. If Landlord disputes have accepted the results of such AuditAnnual Expense Reconciliation unless, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor Tenant’s examination of Landlord’s books and records, Tenant delivers an objection notice to Landlord specifying in detail why Tenant believes such Annual Expense Reconciliation is incorrect. Notwithstanding anything to the contrary contained in this Section 5.5, Tenant will not be permitted to examine Landlord’s books and records or to dispute any Annual Expense Reconciliation unless (i) Tenant has paid to Landlord all amounts due as shown on such Annual Expense Reconciliation, and (ii) Tenant has signed a confidentiality agreement acceptable to Landlord. Tenant shall not engage the services of any legal counsel or other professional consultant who charges for its services on a so-called contingency fee basis for the purpose of reviewing Landlord’s books and records. If (i) such audit discloses any overcharge to Tenant, (ii) Landlord disputes such findings, and (iii) any such dispute is not settled by Landlord and Tenant within thirty (30) days after the cost dispute arises, or such longer period to which they may mutually agree, then such dispute may, at the option of either party, be submitted to arbitration in accordance with Section 29.18 of this Lease. If Tenant’s audit discloses any overcharge to Tenant and Landlord agrees with such findings, or, in the Certification and event of a dispute, the Audit arbitrator rules in favor of Tenant, then the amount overcharged to Tenant shall be paid by Tenantapplied against the next accruing monthly installment(s) of Additional Rent due under this Article 5. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%)Term has expired or has been terminated, Landlord shall reimburse refund the surplus to Tenant for within thirty (30) days after receipt of Tenant’s audit results. In addition, if the reasonableamount of such overcharge is ten percent (10%) or more in excess of the amount actually owed by Tenant, then, in addition to refunding to Tenant the amount of any such overcharges so disclosed, Landlord shall also pay to Tenant the reasonable out-of-pocket costs and expenses incurred by Tenant in connection with such Auditcost of Tenant’s audit actually incurred, not to exceed $5,000.00.

Audit. In During the event of Term or any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forextension thereof, Tenantbut not more than one (1) time per year, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the rightright to cause Landlord’s books and records with respect to Landlord Operating Expenses to be audited by a reputable independent certified public accountant or a reputable lease auditing firm of Tenant’s choosing; provided that: (i) Tenant shall notify Landlord, in writing, that it has elected to perform such audit within one hundred eighty (180) days following after Tenant’s receipt of the Reconciliation, applicable Landlord Operating Expense Statement for the year to be audited (the “Election Notice”); (ii) such audit shall commence within ninety (90) days after reasonable notice and at reasonable times to inspect Landlord’s books and records Tenant sends the Election Notice; (including, without limitation, applicable invoicesiii) as such audit shall be necessary for Tenant to verify, at Tenant’s cost completed within sixty (60) days after the same is commenced; and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”iv) and Tenant shall promptly deliver such Audit have a reasonable period of time to Landlord. If object to a Landlord disputes Operating Expense Statement based upon the results of such Auditaudit (which shall in no event exceed sixty (60) days after the completion of such audit). Tenant hereby agrees to keep the results of any such audit(s) confidential (except for disclosures required by law) and any agreement that Tenant enters into with an outside accounting firm shall provide that such firm shall also keep such results confidential (except for disclosures required by law). Landlord shall cause such books and records to be made available for such inspection during normal business hours at Landlord’s option at a location selected by Landlord in Palm Beach County, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable Florida, upon no less than ten (10) business days’ prior written notification by Tenant to Landlord. Such audit shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord done in accordance with generally accepted auditing principles, consistently applied and Tenant cannot mutually agree to an independent certified public accountant, then shall provide Landlord a complete copy of such audit results at the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Auditconclusion thereof. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent orIf, at the request conclusion of such audit, Tenant’s audit of such expenses for the preceding year indicates that Tenant made an overpayment to Landlord for such preceding year, promptly refund Landlord shall remit the amount of such excess overpayment to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by receipt of notice from Tenant of the amount of such overpayment; if such audit indicates that Tenant made an underpayment for such preceding year, Tenant shall remit the difference to Landlord as Additional Rent within thirty (30) days of the conclusion of such audit. Should Landlord disagree with the results of Tenant’s audit, Landlord and Tenant shall refer the matter to a mutually acceptable independent certified public accountant, who shall be hired on a non-contingent fee basis and shall work in good faith with Landlord and Tenant to resolve the discrepancy. The fees and costs of such independent accountant to which such dispute is referred shall be borne by the unsuccessful party and shall be shared pro rata to the extent each party is unsuccessful as determined by such independent certified public account, whose decision shall be final and binding. Landlord shall pay the cost of Tenant’s audit if the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate total amount of Other Periodic Payments paid by Tenant Landlord Operating Expenses used for the calculation of pass-throughs for the year in the applicable period was overstated by Landlord pursuant to the reports described above by more than question exceeded five percent (5%), ) percent of the total amount of Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditOperating Expenses that should properly have been used.

Audit. In 14.1 Once per Year, and once during the event twelve month period following the expiry or termination of this Agreement for any reason whatsoever, AXN may audit or cause the audit of Sky’s Records (as defined below) for the sole purpose of verifying the accuracy of the Quarterly Reports provided by Sky to AXN pursuant to clause 10.4 above (but expressly excluding the Quarterly Reports after 36 months following their delivery to AXN). If any such audit of AXN reveals that ▇▇▇ has under-reported the amounts payable to AXN in accordance with this Agreement, Sky shall pay to AXN as AXN’s sole remedy for such under-reporting: any shortfall actually due to AXN pursuant to this Agreement; interests rate thereon pursuant to clause 10.7 above, from the time when the amounts should have been paid to AXN pursuant to clause 10.7 above, until the date of actual payment; and, if the shortfall exceeds 5 % (five per cent) of the amounts actually payable by Sky to AXN pursuant to this Agreement in the audited period, the reasonable costs of the audit. Should such audit reveal that Sky has over-reported or correctly reported the amounts payable to AXN, AXN shall bear the costs of such audit and shall immediately reimburse Sky any overpayment with interests at the rate set forth under clause 10.7 above, from the time when such overpayment has been made by Sky until the date of its actual reimbursement to Sky by AXN. Any audit under this clause 14.1 shall be conducted by or on behalf of AXN by a leading and independent accounting firm designated by AXN on not less than 15 (fifteen) working days notice (such notice to be sent to Sky via registered mail anticipated by fax), and for no longer than 5 days, during standard business days (excluding, for sake of clarity, Saturdays, Sundays, bank holidays and vacation periods), reasonable business hours and in such manner as not unreasonably to interfere with the normal business activities of Sky. Sky shall be provided with a copy of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible foraudit report prepared in respect of such audit. AXN hereby undertakes that the auditing firm and its employees and agents (jointly, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “AccountantsAuditors”) shall have be bound by confidentiality obligations equivalent to those between Sky and AXN, and that the right, within one hundred eighty (180) days following receipt Auditors shall make no copies nor any reproductions whatsoever of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records audited and shall only provide AXN with the results of the audit carried out in accordance with this provision. AXN hereby undertakes to procure that the Auditors sign a confidentiality undertaking in such form as is reasonably required by Sky (including, without limitation, applicable invoicesapproval not to be unreasonably withheld or delayed) as and to provide such undertaking to Sky in advance of any audit. Signature of such undertaking shall be required prior to the commencement of any audit. Sky shall keep and maintain at all times during the Term of this Agreement, and for a period of 12 months thereafter, full, complete and accurate written records and books of account reasonably necessary solely in order to confirm the accuracy of the Quarterly Reports (such Sky’s records, individually or collectively, “Sky’s Records” or “Records”). 14.2 Once per Year, and once during the twelve month period following the expiry or termination of this Agreement for Tenant to verifyany reason whatsoever, Sky may appoint, at Tenant’s cost and its sole expense, actual Other Periodic Payments an external leading independent firm of auditors to audit the relevant books and records of AXN and/or (as the case may be) of any AXN’s Affiliates which contain information relating to the numbers of the Third Party Residential Subscribers to the AXN Channel and of the Third Party Residential Subscribers to the Additional Channel (each as defined under clause 11 above, individually and collectively, for the then most recent calendar year purposes of this clause: “Third Party Subscribers”), in order to confirm whether AXN is in compliance with its obligations pursuant to clause 11 above. Any audit under this clause 14.2 shall be conducted on not less than 15 (fifteen) working days notice (such notice to be sent to AXN via registered mail anticipated by fax), and for no longer than 5 working days, during standard business days (excluding, for sake of clarity, Saturdays, Sundays, bank holidays and vacation periods), reasonable business hours and in such manner as not unreasonably to interfere with the normal business activities of AXN. AXN shall be provided with a copy of any audit report prepared in respect of such audit. Sky hereby undertakes that the auditing firm and its employees and agents (jointly, the “Auditors”) shall be bound by confidentiality obligations equivalent to those between Sky and AXN, and that the Auditors shall make no copies nor any reproductions whatsoever of the Lease Term books and records audited and shall only provide Sky with the conclusion of the audit carried out in accordance with this provision, subject to the following. Sky hereby undertakes to procure that the Auditors sign a confidentiality undertaking in such form as is reasonably required by AXN (an “Audit”approval not to be unreasonably withheld or delayed, but taking account of the following) and Tenant to provide such undertaking to AXN in advance of any audit. Signature of such undertaking shall promptly deliver be required prior to the commencement of any audit. Without prejudice to the generality of the foregoing, Sky shall procure that its auditors do not report, divulge or otherwise communicate, by any means whatsoever, to any person or entity (including Sky or any Affiliate of Sky) any of the commercial terms of any agreement between AXN (and/or as the case may be its Affiliates) and any Third Party distributor of the AXN Channel and/or of the Additional Channel. AXN shall use its reasonable efforts to include in any agreement with any Third Party authorized by AXN to Distribute the AXN Channel and/or the Additional Channel pursuant to clause 5.4 above (or, should such Audit Third Party be authorized by any AXN’s Affiliates, AXN shall procure the result that any such Affiliates shall use its reasonable efforts to Landlordinclude in any agreement with any such Third Party) (i) an obligation on such Third Party to keep complete adequate and auditable written records as to, and to report to AXN (or to its Affiliates), the number of Third Party Subscribers; and (ii) the right for AXN (or its Affiliate) to audit such records on no less than an annual basis. If Landlord disputes AXN or (as the case may be) any Affiliates thereof, having used all reasonable efforts, are able to include the obligation and right referred to above in its/their agreements with the relevant Third Party, AXN (or, as the case maybe, any AXN Affiliates) shall disclose such reports of Third Party Subscribers (as reported by such Third Parties) and/or the results of such Audit, a certification as audit (if any) to the proper amount auditors of Other Periodic Payments Sky in accordance with the first paragraph of this clause 14.2. AXN (and/or, as the case may be, any of its Affiliates) shall keep such reports during the Term and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Audit12 months thereafter.

Audit. In With at least two (2) weeks’ advance written notice from Keystone, Isotis shall permit Keystone or a Third Party auditor designated by Keystone to perform reasonable quality audits at the event of any dispute as Facility during normal business hours and on a mutually agreeable date, in order to any Other Periodic Payments due hereunder which Landlord is responsible for(i) inspect quality controls, Tenantincluding, an officer of Tenant or an independentbut not limited to process validation, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the rightquality control documents, within one hundred eighty (180) days following receipt and those areas used in manufacturing, receiving, sampling, analyzing, storing, handling, packaging, shipping and distribution of the Reconciliation, after reasonable notice Dental Product and at reasonable times to inspect Landlord’s books (ii) insure compliance with this Agreement and records (including, without limitation, applicable invoices) as Applicable Law. Isotis shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent reasonably cooperate with Keystone in such review. Such audits shall occur no more than once in any calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”)year; provided, however, that if during any such certified public accountant audit Keystone reasonably identifies any material issues related to clauses (i) or (ii) above, it shall not be entitled to review Isotis’ resolution of such material issues. Keystone’s representatives shall comply with all of Isotis’ policies and procedures, including those relating to safety, security and protection of Isotis Confidential Information, while conducting any review, inspection or audit of the accountant who conducted Landlord’s initial calculation Facility. Isotis shall comply with the reasonable requests of Other Periodic Payments Keystone to which Tenant is now objecting or the accountant who conducted Tenant’s Auditremedy any non-conformances identified by Keystone. If an employee of Keystone is injured during a visit to Isotis’ facilities in the Certification reflects that Tenant has overpaid Tenantcourse of his/her employment, Keystone or its insurance carrier will be responsible for workmen’s share of Other Periodic Payments for compensation payments to such employee unless such injury is the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost result of the Certification negligence or willful misconduct of Isotis. Isotis shall have the right to send its representatives to review, during regular business hours, Keystone’s marketing and regulatory records related to the Audit Dental Products and to Keystone’s compliance with this Agreement and Applicable Law by providing Keystone with not less than two (2) weeks’ advance written notice of Isotis’ desire to conduct such review. Keystone shall reasonably cooperate with Isotis in such review. Such reviews shall occur no more than once in any calendar year. Isotis’ representatives shall comply with all of Keystone’s policies and procedures, including those relating to safety, security and protection of Keystone Confidential Information, while conducting any such review. Keystone shall comply with the reasonable requests of Isotis to remedy any non-conformances identified by Isotis. If an employee of ▇▇▇▇▇▇ is injured during a visit to Keystone’s facilities in the course of his/her employment, Isotis or its insurance carrier will be paid by Landlord and conversely, if Tenant has underpaid Tenantresponsible for workmen’s share of Other Periodic Payments, Tenant shall promptly pay compensation payment to such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and employee unless such injury is the cost result of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount negligence or willful misconduct of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditKeystone.

Audit. In Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible foramount set forth in the Statement, Tenant, an officer of Tenant ’s employees or an independent, independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the rightfirm), within one hundred eighty (180) days following receipt of the Reconciliationdesignated by Tenant, may, after reasonable notice to Landlord and at reasonable times to times, inspect Landlord’s books records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (including, without limitation, applicable invoices1) as time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be necessary for Tenant deemed to verify, at be Tenant’s cost approval of such Statement and expenseTenant, actual Other Periodic Payments for thereafter, waives the then most recent calendar year of right or ability to dispute the Lease Term (an “Audit”) and Tenant shall promptly deliver amounts set forth in such Audit to LandlordStatement. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes the results of such Auditamounts, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made in accordance with Landlord’s standard accounting practices, at Tenant’s expense, by an independent certified public accountant mutually agreed to selected by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due reasonably approved by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant and who conducted Landlord’s initial calculation is a member of Other Periodic Payments to which Tenant is now objecting a nationally or the accountant who conducted Tenant’s Auditregionally recognized accounting firm. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to cooperate in good faith with Tenant and the cost of the Certification accountant to show Tenant and the Audit shall accountant the information upon which the certification is to be paid by Landlord and converselybased. However, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor certification by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows accountant proves that the aggregate amount of Other Periodic Payments paid by Tenant Direct Expenses set forth in the applicable period was Statement were overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord then the cost of the accountant and the cost of such certification shall reimburse Tenant be paid for by Landlord. Promptly following the reasonableparties receipt of such certification, out-of-pocket costs and expenses incurred the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. The provisions of this Section shall be the sole method to be used by Tenant in connection with such Auditto dispute the amount of Direct Expenses, and Tenant waives all other rights or remedies relating thereto.

Audit. In Upon prior notice, but not more frequently than once each Lease Year, Tenant shall have the event right to examine Landlord's books and records with regard to Common Area Expenses or Operating Expenses, as applicable, during normal business hours. If Tenant disputes the amount of Common Area Expenses or Operating Expenses, as applicable, set forth in any dispute as to any Other Periodic Payments due hereunder which Actual Statement delivered by Landlord is responsible for, or otherwise paid by Tenant, an officer Tenant must notify Landlord of such dispute in writing within three (3) months following Tenant's receipt of the Actual Statement. Tenant's failure to notify Landlord of a dispute within said three (3) month period shall be deemed Tenant's acceptance and approval of the accuracy of the Actual Statement. Provided Tenant or an independenthas timely given the required dispute notice and has paid the amounts claimed to be due under the Actual Statement (including the disputed amount), certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) Tenant shall have the right, within one hundred eighty to be exercised, if at all, not later than three (1803) days following receipt of months after the Reconciliationdate Tenant gave the dispute notice, after reasonable notice and at reasonable times to inspect cause Landlord’s 's books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as with respect to the proper amount of Other Periodic Payments and the amount due relevant Lease Year to or payable be audited by Tenant shall be made by an independent a certified public accountant accountant, or by another Tenant representative mutually agreed acceptable to by Landlord and Tenant. The amounts payable under Section 7.4 hereof by Landlord to Tenant or by Tenant to Landlord, as the case may, be shall be appropriately adjusted on the basis of such audit. If such audit discloses a liability for further refund by Landlord and to Tenant cannot mutually agree to an independent certified public accountantin excess of five percent (5%) of the Common Area Expense payments or Operating Expense payments, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due applicable, previously made by Tenant for the period in question (the “Certification”); providedsuch Lease Year, however, such certified public accountant Landlord shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments pay for the period in questionreasonable cost of the audit not to exceed $7,500.00; otherwise, then Landlord Tenant shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and pay for the cost of the Certification and audit. Notwithstanding the Audit shall be paid by Landlord and converselyforegoing, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid audit conducted by Tenant in the applicable period was overstated by discloses that Landlord pursuant to the reports described above over-reported Common Area Expenses or Operating Expenses by more than five percent (5%)) for the period covered by the audit, then Tenant shall be entitled to audit Common Area Expenses or Operating Expenses, as applicable, for all preceding years as to which records are available. Landlord shall reimburse Tenant be obligated to maintain said records for sixty (60) months (but for no such longer period of time) after the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection end of each Lease Year except if a dispute with such Auditrespect thereto is then pending under Section 7.3 hereof.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty upon fifteen (18015) days following receipt days' notice to Tenant to cause a complete audit of the Reconciliationall statements of Gross Sales and in connection with such audit, after reasonable notice and at reasonable times to inspect Landlord’s examine Tenant's books of account and records (including, without limitation, applicable invoicesincluding all supporting data and any other records from which Gross Sales may be tested or determined) as shall be necessary for Tenant of Gross Sales disclosed in any statement given to verify, at Landlord by Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) ; and Tenant shall promptly deliver make all such Audit records available for such examination at the office where such records are regularly maintained. Landlord shall have the right to Landlordcopy and duplicate such information as Landlord may require. If Landlord disputes any such audit discloses that the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable actual Gross Sales transacted by Tenant exceed those reported, then Tenant shall pay Landlord such additional Percentage Rent as may be payable and if the excess so disclosed shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question one percent (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting 1%) or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Paymentsmore, Tenant shall promptly also pay the reasonable costs of such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord audit and the cost of the Certification and the Audit shall be paid by Tenantexamination. If no Certification process occurs and any Audit shows that the aggregate amount such audit or examination shall disclose an understatement of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse also have the right to cancel this Lease by written notice given to Tenant for the reasonable, out-of-pocket costs and expenses incurred within six (6) months after such audit. The furnishing by Tenant of any fraudulent or materially inaccurate statement shall constitute a breach of this Lease. If any audit shall be commenced by Landlord or if a difference or dispute shall arise concerning Gross Sales, then Tenant's books of account and records (including all supporting data and any other records from which Gross Sales may be tested or determined) shall be preserved and retained by Tenant until a final resolution of such audit, dispute or difference. Any information obtained by Landlord as a result of such audit shall be treated as confidential, except Landlord may disclose the same to its property manager, employees and agents and in connection any litigation or proceeding between the parties and, except further, that Landlord may disclose such information to prospective purchasers, to prospective or existing lenders, to prospective or existing ground lessors and in any statement filed with the Securities and Exchange Commission, Internal Revenue Service, or other similar governmental agency or pursuant to any subpoena or judicial process. If Landlord shall fail to audit any annual reports within thirty-six (36) months after the same have been actually received by Landlord, then any such Auditreport shall be deemed conclusively true and correct, except as to any fraudulent report.

Audit. In the event On Subtenant's written request given not more than sixty (60) days after Subtenant's receipt of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant a Monthly Expense Statement or an independentAnnual Expense Statement, certified public accounting firm reasonably acceptable and provided that Subtenant is not then in default under this Sublease beyond the applicable cure period provided in this Sublease and that Subtenant has paid all amounts required to Landlord be paid under the applicable Monthly Expense Statement or Annual Expense Statement (reserving the “Accountants”right to recover any excess payments in accordance with this Paragraph 3.2(h)), then Sublandlord shall provide Subtenant with a reasonable opportunity to review the books and records supporting such determination of Sublease Expenses in the office of Sublandlord, or Sublandlord's agent, during business hours. Sublandlord shall provide this opportunity to inspect within twenty (20) shall have the right, within one hundred eighty days of Subtenant's written request. Within fifteen (18015) days following receipt of the ReconciliationSubtenant's inspection, after reasonable notice Subtenant and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as Sublandlord shall concurrently be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and provided with any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant audit report prepared in connection with such Auditinspection, and Subtenant shall advise Sublandlord if Subtenant disputes the Sublease Expenses or Subtenant's Project Share of them as set forth in the applicable Monthly Expense Statement or Annual Expense Statement. Thereafter, if Sublandlord ascertains that an error has been made, Subtenant's sole remedy shall be for the parties to make such appropriate payments or reimbursements, as the case may be, including interest on any such amount at the Agreed Rate, to each other as are determined to be owing, provided that any reimbursements payable by Sublandlord to Subtenant may, at Sublandlord's option, instead be credited against the Base Rent next coming due under this Sublease unless the Sublease term has expired, in which event Sublandlord shall refund the appropriate amount to Subtenant. If Subtenant fails to make a written request to review Sublandlord's books and records within sixty (60) days of receipt of a Monthly Expense Statement or Annual Expense Statement as described above, then Subtenant shall have no further right to conduct such a review or to dispute any Sublease Expense set forth in such Monthly Expense Statement or Annual Expense Statement, as applicable. Subtenant shall keep any information gained from its review of Sublandlord's records confidential and shall not disclose it to any other party, except as required by law. If requested by Sublandlord, Subtenant shall require its employees or agents reviewing Sublandlord's records to sign a confidentiality agreement as a condition of Sublandlord providing Subtenant the opportunity to inspect under this Paragraph 3.2(h). Notwithstanding anything in this Paragraph 3.2(h) to the contrary, with regard to Master Lease Expenses, Sublandlord shall not be required to provide more information to Subtenant than is offered to Sublandlord.

Audit. In If Tenant disputes the event amount of any dispute operating expenses as to any Other Periodic Payments due hereunder which set forth in the invoice from the Landlord is responsible forwithin forty -five days after receipt thereof, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable right upon notice and at reasonable times to inspect have Landlord’s books 's book and records (including, without limitation, applicable invoices) as shall be necessary for relating to operating expenses audited by a qualified professional selected by Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and or by Tenant shall promptly deliver such Audit to Landlorditself. If Landlord after such audit Tenant still disputes the results amount of such Auditoperating expenses, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord in consultation with LANDLORD'S AND TENANT'S PROFESSIONALS, which certification shall be final and Tenantconclusive, ABSENT MANIFEST ERROR. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then such audit reveals that operating expenses were overstated in the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then calendar year audited Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of certification pay to Tenant the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent any overstatement which it had collected from Tenant, AND IF THE OVERSTATEMENT IS GREATER THAN THREE PERCENT (53%), LANDLORD SHALL PAY ALL OF TENANT'S REVIEW AND AUDIT COSTS. However, if such certification does not show that Landlord had made such an overstatement then Tenant shall reimburse pay both the costs of its professional as well as the reasonable charges of Landlord's independent certified public accountant engaged to determine the correct amount of operating expenses. If the certification shows that Landlord has undercharged Tenant then Tenant shall within thirty (30) days pay to Landlord the amount of any undercharge. Books and records necessary to accomplish any audit permitted under this Section shall be retained for twelve months after the reasonableend of each calendar year, outand on receipt of notice of Tenant's dispute of the operating expenses shall be made available to Tenant to conduct the audit, which may be either at the Premises, or at Landlord's office in Winston-of-pocket costs and Salem, North Carolina. In the event that the Tenant elects to have a professional audit Landlord's operating expenses incurred as provided in this Lease, such audit must be conducted by an independent nationally or regionally recognized accounting firm that is not being compensated by Tenant on a contingency fee basis. All information obtained through such audit as well as any compromise, settlement or adjustment reached as a result of such audit shall be held in connection with strict confidence by Tenant and its officers, agents, and employees and as a condition to such Auditaudit, the Tenant's auditor shall execute a written agreement agreeing that the auditor is not being compensated on a contingency fee basis and that all information obtained through such audit as well as any compromise, settlement or adjustment reached as a result of such audit, shall be held in strict confidence and shall not be revealed in any manner to any person except upon the prior written consent of the Landlord, which consent shall not be unreasonably withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant materially related to the facts disclosed by such audit, or if required by law. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times right to inspect have Landlord’s books and records pertaining to Operating Expenses for the Base Expense Year and Taxes for the Base Tax Year, or Operating Expenses and Taxes for any Comparison Year during the Term of this Lease, reviewed, copied (includingprovided Landlord is reimbursed for the cost of such copies) and audited (“Tenant’s Audit”), without limitationprovided that: (a) such right shall not be exercised more than once during any calendar year; (b) if Tenant elects to conduct Tenant’s Audit, Tenant shall provide Landlord with written notice thereof (“Tenant’s Audit Notice”) no later than: (i) with respect to either the Base Expense Year or the Base Tax Year, six (6) months following Tenant’s receipt of the initial Statement for the first (1st) Comparison Year; or (ii) with respect to any Comparison Year, six (6) months following Tenant’s receipt of the Statement (or any Revised Statement) for the year to which Tenant’s Audit will apply; (c) Tenant shall have no right to conduct Tenant’s Audit if, either at the time of Tenant’s Audit Notice or at any time during Tenant’s Audit, an Event of Default exists under this Lease; (d) no subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (e) conducting Tenant’s Audit shall not relieve Tenant from the obligation to pay Tenant’s Proportionate Share of increases in Operating Expenses and Taxes, as billed by Landlord, pending the outcome of such audit; (f) Tenant’s right to conduct such audit for the Base Expense Year, the Base Tax Year and any Comparison Year shall expire, with respect to the Base Expense Year and the Base Tax Year, six (6) months following Tenant’s receipt of the initial Statement for the first Comparison Year, and, with respect to any Comparison Year, six (6) months following Tenant’s receipt of the Statement (or any Revised Statement) for such year, and if Landlord has not received Tenant’s Audit Notice within the applicable invoicesperiod, Tenant shall have waived its right to conduct Tenant’s Audit for the Base Expense Year, the Base Tax Year or such Comparison Year, as the case may be; (g) as Tenant’s Audit shall be necessary for conducted by an auditor whose compensation is not contingent upon the results of Tenant’s Audit or the amount of any refund received by Tenant, and who is not employed by or otherwise affiliated with Tenant, except to the extent that such auditor has been engaged by Tenant to verifyconduct Tenant’s Audit; (h) Tenant’s Audit shall be conducted at Landlord’s office where the records of the year in question are maintained by Landlord (which shall be within the continental United States), during Landlord’s normal business hours; (i) Tenant’s Audit shall be completed within ninety (90) days after the date of Tenant’s Audit Notice, and a complete copy of the results thereof shall be delivered to Landlord within one hundred twenty (120) days after the date of Tenant’s Audit Notice; and (j) Tenant’s Audit shall be conducted at Tenant’s sole cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Tenant’s Audit is completed and submitted to Landlord disputes in accordance with the results requirements of such Auditthis Paragraph, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If if Landlord and Tenant cannot mutually agree to an independent certified public accountant, then upon the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount results of Tenant’s share of Other Periodic Payments due Audit, either party shall have the right to pursue arbitration in accordance with the procedures set forth on Exhibit “B” attached hereto and by this reference made a part hereof. If such audit shall ultimately result in Landlord and Tenant agreeing (or the arbitration deciding) that Landlord has overstated the Operating Expenses and Taxes for the year audited and Landlord has not previously credited or reimbursed Tenant therefor, Landlord shall reimburse Tenant for the period any overpayment of Tenant’s Proportionate Share of such increases in question Operating Expenses and Taxes. If such audit shall ultimately result in Landlord and Tenant agreeing (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If arbitration deciding) that Landlord has overstated the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments Operating Expenses and Taxes for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above year audited by more than five percent (5%), Landlord shall also reimburse Tenant for Tenant’s actual, reasonable cost incurred in conducting Tenant’s Audit (not to exceed $5,000.00). Such reimbursements shall be made within thirty (30) days after Landlord’s receipt of documentation reasonably acceptable to Landlord reflecting the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such cost of Tenant’s Audit.

Audit. In If Tenant does not elect to “self-manage” the event of any dispute as Premises, and Landlord retains a qualified property management firm to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable manage the Premises pursuant to Landlord (the “Accountants”) shall have the rightSection 7.4 below, within one hundred eighty twenty (180120) days following receipt after the end of each calendar year during the ReconciliationLease Term, after reasonable notice Landlord shall provide Tenant a statement showing the Additional Rent for said calendar year, prepared in accordance with GAAP, and at reasonable times a statement prepared by Landlord comparing the Estimated Additional Rent paid by Tenant with the actual Additional Rent. In the event that Estimated Additional Rent paid by Tenant exceeds the actual Additional Rent for said calendar year, Landlord shall pay Tenant an amount equal to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, such excess at Tenant’s cost and expenseoption, actual Other Periodic Payments for the then most recent calendar year by either giving a credit against Base Rent next due, if any, or by direct payment to Tenant within thirty (30) days of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results date of such Audit, a certification as to statement. In the proper amount of Other Periodic Payments and event that the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then actual Additional Rent exceeds the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant Estimated Additional Rent for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Paymentssaid calendar year, Tenant shall promptly pay such additional share of Other Periodic Payments the difference to Landlord within thirty (30) days after demand therefor by Landlord and the cost of receipt of the Certification statement. Tenant and/or its third-party auditors shall have the right to request, review and copy, at Tenant’s expense, Landlord’s or the Audit property management firm’s books and records regarding the determination of Additional Rent, for any calendar year. Tenant shall exercise such right to review and copy the books and records upon not less than thirty (30) days’ notice (“Tenant Review Notice”) to Landlord to schedule an appointment. The Tenant Review Notice must be delivered within ninety (90) days following the date of Landlord’s delivery of the statement of the Additional Rent for the year in question. Any such review shall be paid by Tenant. If no Certification process occurs performed within sixty (60) days following Landlord’s receipt of the Tenant Review Notice and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant conducted during normal business hours at Landlord’s office in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%)continental United States of America and may be performed only once for any calendar year. Alternatively, upon Tenant’s written request, Landlord shall copy and make such records available for inspection at the Premises, in which event Tenant shall reimburse Tenant for the reasonableLandlord its actual, reasonable out-of-pocket costs incurred in that regard within ten (10) days following Tenant’s receipt of Landlord’s invoice therefor in reasonable detail. Any party conducting the review on behalf of Tenant need not be a certified public accountant from an accounting firm. No contingency fee based audits shall be permitted. Prior to any audit being conducted, at Landlord’s option, Tenant and expenses incurred such auditor(s) shall execute a confidentiality agreement (in a form submitted by Landlord and reasonably acceptable to Tenant). In the event that Landlord and Tenant disagree on the results of Tenant’s review after good faith efforts to do so, the parties shall within thirty (30) days mutually agree in good faith upon an independent third-party certified public accountant to resolve such dispute, and if so agreed then the selected accountant’s determination shall be binding upon both parties. Landlord shall credit any overpayment determined by the final resolution of Tenant’s audit against the next Rent due and owing by Tenant or, if no further Rent is due, Landlord shall refund such overpayment directly to Tenant within thirty (30) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final resolution of Tenant’s audit within thirty (30) days of the final resolution. The foregoing obligations shall survive the expiration or termination of this Lease. Notwithstanding anything herein to the contrary, if the final resolution of Tenant’s audit reflects that Estimated Additional Rent paid by Tenant exceeds Additional Rent due from Tenant with respect to specific item(s) or category(ies) of expenses by more than the greater of (i) three percent (3%) and (ii) $10,000.00 then Tenant shall be permitted to audit the same specific item(s) category(ies) of expenses for the two (2) preceding years and if an overpayment by Tenant is discovered in connection with the two (2) preceding years, Landlord shall credit such Auditoverpayment against next Rent due by Tenant or refund such overpayment to Tenant within thirty (30) days following the final resolution of Tenant’s audit report. In addition, if the final resolution of Tenant’s audit reflects that Estimated Additional Rent paid by Tenant exceeds Additional Rent payable by Tenant by more than three percent (3%) in the aggregate for such period, Landlord shall also reimburse Tenant for the reasonable cost of Tenant’s audit.

Audit. In At the event request of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forLicensor, Tenantno more than once each Calendar Year, Licensee shall, and shall cause its Affiliates and its and their Sublicensees to, permit an officer of Tenant or an independent, independent certified public accounting firm of international standing designated by Licensor and reasonably acceptable to Landlord Licensee (the “AccountantsAuditor”) shall have the right), within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times and upon at least thirty (30) days’ prior written notice, to inspect Landlord’s audit the books and records maintained pursuant to Section 5.8 in the location where such books and records are maintained, solely to confirm payments due by Licensee hereunder, including in respect of Net Sales, Commercial Milestone payments and royalties for a period covering not more than the three (including, without limitation, applicable invoices3) as Calendar Years preceding the relevant payments made. No Calendar Year shall be subject to audit under this Section 5.9 more than once. The Auditor will execute a reasonable written confidentiality agreement with Licensee and will disclose to Licensor only such information as is reasonably necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for provide Licensor with the then most recent calendar year outcome of the Lease Term (an “Audit”) audit regarding any actual or potential discrepancies between amounts reported and Tenant shall promptly deliver such Audit actually paid and amounts payable under this Agreement. The Auditor will send a copy of the report to LandlordLicensee at the same time it is sent to Licensor. The report sent to both Parties will include the methodology and calculations used to determine the results. If Landlord disputes any of the results of such Audit, a certification as counterparties to the proper amount Upstream Agreements have the right to undertake audits of Other Periodic Payments Licensee, its Affiliates, and its and their Sublicensees in accordance with the amount due to or payable by Tenant terms of the Upstream Agreements, Licensee shall be made by permit an independent certified public accountant mutually agreed accounting firm of international standing designated by Licensor and reasonably acceptable to Licensee to undertake such audits as required by Landlord and Tenant. If Landlord and Tenant cannot mutually agree the relevant Upstream Agreement provided that Licensor shall use its Commercially Reasonable Efforts to an independent certified public accountant, then combine the parties agree audits so that Tenant shall choose an independent certified public accountant to conduct the certification as audits required by the counterparties to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, Upstream Agreements will take place at the request of Tenant, promptly refund such excess same time as the audits undertaken by Licensor pursuant to Tenant and this Section 5.9. Licensor shall bear the full cost of such audit, unless the Certification and the Audit shall be paid audit reveals an underreporting or underpayment by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above Licensee by more than five percent (5%) of the amount due for any Calendar Year, in which case Licensee shall bear the cost of the audit. Unless disputed pursuant to Section 5.9 below, if such audit concludes that (a) additional amounts were owed by Licensee, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 5.7, or (b) excess payments were made by Licensee, Licensor shall reimburse such excess payments, in either case ((a) or (b)), Landlord shall reimburse Tenant for within sixty (60) days after the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditdate of the relevant invoice to be sent after the date on which the Auditor’s report is delivered to Licensee.

Audit. In the event Landlord shall maintain all books and records related to Operating Expenses, Real Property Taxes and Assessments, Insurance Costs, and Utilities Costs in accordance with sound real estate management and accounting principles, consistently applied. At any time within three (3) months after receipt of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible foran Actual Statement, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty right to have an independent certified public accountant (180which accountant is a member of a nationally or regionally recognized accounting firm and working on a non-contingency fee basis) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records at Landlord’s offices. Such inspection shall (includinga) take place at the offices of Landlord in Southern California where its books and records are located at a mutually convenient time during Landlord's regular business hours, without limitationupon thirty (30) days advance written notice to Landlord and (b) not be conducted more than once in any calendar year, applicable invoices) as shall be necessary nor conducted more than once for a calendar year. Tenant agrees to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes keep the results of the audit confidential (other than disclosing same to its employees, agents, accountants, attorneys and contractors) and will use its reasonable efforts to cause its agents, employees, accountants, attorneys and contractors to keep such Auditresults confidential. If after such inspection, Tenant disputes the Actual Statement, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made made, at Tenant’s expense, by an independent certified public accountant mutually agreed who has not represented Landlord or Tenant or any of their affiliates in the preceding five (5) years (the “Accountant”), selected by Landlord and subject to Tenant’s reasonable approval, and such determination by the Accountant (a “Certification”) shall be binding on Landlord and Tenant. If Landlord and Tenant cannot mutually agree agrees to an independent certified public accountant, then pay the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount cost of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”)such audit; provided, however, such certified public accountant shall not be the accountant who conducted Landlordif Tenant’s initial calculation of Other Periodic Payments to which Tenant audit (if no Certification is now objecting performed) or the accountant who conducted Tenant’s Audit. If the Certification reflects (if applicable) shows that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant was overcharged in the applicable period was overstated by Landlord pursuant to the reports described above Actual Statement by more than five percent (5%), Landlord then the actual and reasonable out of pocket cost of Tenant’s audit and the Accountant shall reimburse Tenant be paid for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such AuditLandlord.

Audit. In the event of At its option, Landlord may at any dispute as time upon ten (10) twenty (20) days’ prior written notice to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, arrange for an officer auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Tenant and/or any person or an independent, certified public entity conducting business in the Premises concerning business transacted upon or includable in Gross Sales from the Premises during the period covered by any statement issued by Tenant or such other person or entity as above set forth in Article IV hereof. Tenant shall make available to Landlord’s auditor at the Premises or Tenant’s main accounting firm reasonably acceptable to Landlord office within ten (the “Accountants”10) shall have the right, within one hundred eighty twenty (18020) days following receipt ▇▇▇▇▇▇▇▇’s notice requiring such audit, all of the Reconciliationbooks, after reasonable notice and at reasonable times to inspect Landlord’s books source documents, accounts and records (including, without limitation, applicable invoices) as shall be referred to in Section 4.01 hereof and any other materials which such auditor deems necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments or desirable for the then most recent calendar year purpose of the Lease Term (an “Audit”) and making such audit. Tenant shall promptly deliver pay to Landlord the amount of any deficiency in percentage rent payments disclosed by any such Audit to Landlordaudit. If Landlord disputes the results such audit shall disclose that ▇▇▇▇▇▇’s statement of such Audit, a certification as Gross Sales is at variance to the proper amount extent of Other Periodic Payments and the amount due to one percent (1%) two percent (2%) or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by more, Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess may bill to Tenant and the cost of the Certification and the Audit such audit, which shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within ten (10) thirty (30) days after demand therefor by Landlord ▇▇▇▇▇▇’s receipt of Landlord’s invoice. In addition to the foregoing, and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in addition to all other remedies available to Landlord, in the applicable period was overstated by event Landlord pursuant or Landlord’s auditor shall schedule a date for an audit of Tenant’s records in accordance with this Section 5.02, and Tenant shall fail to be available or shall otherwise fail to comply with the reports described above by more than five percent (5%)requirements for such audit, Landlord Tenant shall reimburse Tenant for the reasonablepay, out-of-pocket as additional rent, all costs and expenses incurred by Tenant associated with the scheduled audit. Landlord shall not audit Tenant’s Gross Sales records more often than once per Lease Year unless any audit shall disclose a variance between actual Gross Sales and reported Gross Sales of three percent (3%) or more in connection with such Auditwhich event Landlord may thereafter audit without any limitation on frequency.

Audit. In City reserves the event right during the Term on an annual basis and within four (4) years after expiration or termination of this Agreement to inspect and examine all Tenant’s books of account, records, cash receipts, and other pertinent data, so City can ascertain Tenant’s Gross Revenue and Operational Margin from operation of the Premises, or any dispute as other items set forth in this Agreement. Specifically: (a) An annual audited statement prepared by a certified public accountant in accordance with GAAP detailing all income shall be submitted within ninety (90) days of the closing of the Lease Year. The annual audited statements shall include the Gross Revenues, Operational Margin, Annual Rent expenditures, and Capital Improvement Expenditures, in addition to any Other Periodic Payments due hereunder which Landlord is responsible forother items set forth in this Agreement for the preceding Lease Year prepared by an independent Certified Public Accountant. If Tenant shall fail to deliver such annual audited statement to City within said ninety (90) day period, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) City shall have the rightright thereafter to audit or cause an audit to be performed, within one hundred eighty including without limitation an audit of all records required by Section 6.6 (180Capital Improvement Expenditure) days following receipt and Section 6.10 (Statement of the ReconciliationGross Revenue) herein, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall may be necessary to certify the amounts of Operational Margin, Gross Revenue and Annual Rent for such Lease Year. (b) The right to audit shall extend during the length of this Agreement and for a period of four (4) years, or longer if required by law, following the date of final payment under this Agreement. Tenant agrees to verifyretain all necessary records/documentation for the entire length (c) An audit may be accomplished, in the City’s sole discretion, by either City forces or an outside auditing firm. In addition, City retains the right to perform spot check audits no more than once a year and upon providing notice at least forty eight (48) hours in advance; this limitation does not apply to audits required to investigate criminal or suspicious behavior. (d) ▇▇▇▇▇▇ will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which Tenant agrees must be made as a result of any such audit or inspection of Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant invoices and/or records shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor from presentation of City’s findings to Tenant. If Tenant fails to make such payment, Tenant agrees to pay interest, accruing monthly, at the maximum legal rate. Interest will be computed form the date of written notification of exception(s) to the date Tenant reimburses City for any exception(s). If audit inspection or examination in accordance with this section, discloses overcharges (on any nature) by Landlord and Tenant to City in excess of one percent (1%) of the value of that portion of the contract that was audited, the actual cost of the Certification and the Audit City’s audit shall be paid reimbursed to City by Tenant. If no Certification process occurs and any Audit shows that In the aggregate amount of Other Periodic Payments paid by Tenant in event the applicable period was overstated by Landlord pursuant parties are unable to agree as to the reports described above by more result of any audit, the dispute shall be resolved in mediation or arbitration in accordance with Section 22.3 (Memorandum of Agreement) hereafter. (e) To the extent legally possible, City shall keep any information gained from such statements, inspection, or audit confidential and shall not disclose it other than five percent (5%), Landlord shall reimburse Tenant for to carry out the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditpurpose of this Agreement.”

Audit. In During the event of Term or any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forextension thereof, Tenantbut not more than one (1) time per year, an officer of Tenant or an independentthe County, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) at its sole cost and expense, shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times right to inspect Landlordcause FEC’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as with respect to the proper amount of Other Periodic Payments and the amount due Domestic Cargo Fee to or payable by Tenant shall be made audited by an independent certified public accountant (not to include a contingency fee auditor) of the County’s choosing. FEC shall cause such books and records to be made available for such inspection during normal business hours and at such location where FEC regularly keeps its books and records, upon ten (10) business days’ prior notification to FEC. (Prior to the audit commencing, upon the County’s request, FEC will reasonably cooperate with the County in order to review the report in question and the back-up documentation therefor, in order to explain any questions the County may have prior to the County conducting the audit.) Such audit shall be done in accordance with generally accepted accounting principles, consistently applied. If, at the conclusion of such audit, the County’s audit for the preceding year indicates that FEC made an underpayment to the County for such preceding year, FEC remit the amount thereof to the County within thirty (30) Days. If, at the conclusion of such audit, such audit reveals an overpayment by FEC, the County will remit the amount of such overpayment within thirty (30) Days. Should FEC disagree with the results of the County’s audit, FEC and the County shall refer the matter to a mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an acceptable independent certified public accountant, then who shall work in good faith with FEC and the parties agree that Tenant County to resolve the discrepancy. The fees and costs of such independent accountant to which such dispute is referred shall choose an be borne by the unsuccessful party and shall be shared pro rata to the extent each party is unsuccessful as determined by such independent certified public accountant to conduct the certification as account, whose decision shall be final and binding. With regard to the proper amount of TenantCounty’s share of Other Periodic Payments due by Tenant for audit, the period in question (the “Certification”); providedCounty, howeverits employees or agents, may not make any make copies thereof, such certified public accountant shall not books and records may be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments marked as confidential and/or redacted to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in questionprotect trade secrets, then Landlord shall credit customer lists, etc., and such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant books and records and the cost results of the Certification any such audit are to be kept strictly confidential and the Audit shall are not to be paid made available or published to anyone, unless required by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty any applicable legal requirement or governmental authority (30) days after demand therefor except for information which is made public by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%FEC), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Audit.

Audit. In GSL and its Affiliates shall keep complete and accurate records of the event underlying revenue and expense data relating to the calculations of any dispute as Net Sales and payments required under this Agreement for from the end of the Calendar Quarter in which the Net Sales were accrued. Lipocine shall have the right, at its own expense and no more than once per year, to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or have an independent, certified public accounting firm accountant, selected by Lipocine and reasonably acceptable to Landlord (the “Accountants”) shall have the rightGSL, within one hundred eighty (180) days following receipt of the Reconciliation, after review all such records upon reasonable notice and at reasonable times to inspect Landlord’s books during regular business hours and records (includingunder obligations of strict confidence, without limitationfor the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement within the prior period, applicable invoices) as and identifying any inaccuracies. The Audit shall be necessary completed within a time period which GSL shall act in good faith providing reasonable efforts to support the timeline. No Calendar Quarter may be audited more than one time. Notwithstanding the foregoing, Before beginning its audit, the independent public accountant shall enter into a confidentiality agreement acceptable to GSL pursuant to which such independent public accountant shall keep confidential all information reviewed during such audit. The independent public accountant shall disclose to each Party (a) the accuracy of Net Sales reported and the basis for Tenant royalty and other payments made to verifyLipocine under this Agreement and (b) the difference, at Tenant’s cost if any, such reported and expense, actual Other Periodic Payments for the then most recent calendar year paid amounts vary from amounts determined as a result of the Lease Term (an “Audit”) and Tenant audit GSL shall be entitled to receive a copy of each audit report promptly deliver such Audit from the appointed Auditor. Should the inspection show a payment inaccuracy to Landlord. If Landlord disputes L▇▇▇▇▇▇▇’s detriment, then GSL shall pay the results of such Audit, a certification as to the proper amount of Other Periodic Payments the discrepancy within days after being notified thereof and upon receipt of an invoice. Lipocine shall pay the amount due costs of the inspection unless the discrepancy to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then Lipocine’s detriment is the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount greater of Tenant’s share of Other Periodic Payments due by Tenant for the period audited, in question (which case GSL shall pay to Lipocine the “Certification”); providedactual costs charged by such accountant for such inspection. In case of an overpayment by GSL, however, such certified public accountant Lipocine shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments issue a credit to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments GSL for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditreported overpayment.

Audit. In If Tenant is not satisfied with the event of any dispute as answers it receives to any Other Periodic Payments due hereunder which Landlord is responsible forits questions pursuant to Paragraph 4.06.1 above, Tenant, an officer of then Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) its agent shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice right to review and at reasonable times to inspect audit Landlord’s books and records (includingregarding such Expense Statement. Such review or audit shall take place during normal business hours, without limitationupon reasonable advance notice and at time reasonably scheduled by Landlord, applicable invoices) as in the accounting office of Landlord for the Project. Tenant shall give notice requesting the review or audit of any Expense Statement not later than one year following Tenant’s receipt of such Expense Statement, and no Expense Statement shall be necessary for reviewed or audited more than once; provided, however, that Tenant may audit at a later date or further audit a particular Expense Statement if and to verifythe extent required to comply with applicable Laws regarding governmental contracts or with other governmental requirements. From and after the date, at Tenantif any, that the Premises no longer include the entirety of all of the Buildings, such review or audit may be conducted solely by an independent certified accountant, and neither the auditor nor any other person directly or indirectly involved in the review or audit be compensated pursuant to a commission or other arrangement pursuant to which the nature or extent of fees or other compensation is dependent upon the results thereof, excluding reviews or audits from ▇▇▇▇▇▇ ▇▇▇ Companies or other successor local auditor. In the event that Tenant determines on the basis of its review or audit of Landlord’s cost books and expense, actual Other Periodic Payments records that the amount of Expenses paid by Tenant pursuant to this Paragraph IV for the then most recent calendar year of the Lease Term period covered by such Expense Statement (an “AuditExpense Period”) and is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly deliver such Audit pay any deficiency to Landlord. If Landlord disputes or, if Landlord concurs with the results of such Auditreview or audit in its reasonable discretion or is deemed to concur based on the procedure set forth below, a certification Landlord shall refund any excess payment to Tenant within thirty (30) days after Tenant’s written request or at Tenant’s sole election apply the same to Rent thereafter falling due, as to the proper amount case may be. If Landlord does not concur with the results of Other Periodic Payments such review or audit, Landlord and the amount due to or payable by Tenant shall be made by mutually appoint an independent certified public accountant mutually agreed with qualifications and experience appropriate to by Landlord and Tenantresolve matters as to which the parties do not agree (the “Joint Expense Expert”) who shall determine the final calculation of Expenses. If Landlord and Tenant cannot mutually agree on the appointment of a Joint Expense Expert or otherwise fail to an independent certified public accountantagree on the calculation of Expenses for such Expense Period, then the parties agree that such dispute shall be resolved in accordance with Paragraph 4.06.3. Tenant shall choose an independent certified public accountant to conduct be solely responsible for the certification as to costs and expenses of the proper review or audit, except that if it is determined that the actual amount of Tenant’s share of Other Periodic Payments due Expenses paid by Tenant for during any Expense Period exceeds the period in question amount properly payable by Tenant hereunder during such Expense Period by an amount greater than two percent (2%) of the “Certification”); provided, however, actual Expenses properly chargeable to Tenant during such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in questionExpense Period, then Landlord shall reimburse Tenant (in the form of a credit such excess to Tenant’s against the Rent next payment of Base Rent coming due hereunder or, at if the request Term has previously expired, in the form of Tenant, promptly refund a direct payment) the reasonable costs of such excess to Tenant and review or audit (except that costs in the cost event of the Certification and the Audit a determination by a Joint Expense Expert shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%as provided below), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Audit.

Audit. In the event of Provided that Tenant is not in default under this Lease and pays any dispute Operating Expenses billed by Landlord as to any Other Periodic Payments due hereunder which Landlord is responsible forand when due, Tenant, an officer of Tenant or an independent, a qualified certified public accountant retained by Tenant who is experienced with accounting firm reasonably acceptable to Landlord (the “Accountants”) for operating expense recoveries in commercial leases, shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times right to inspect examine Landlord’s 's books and records relating to Operating Expenses upon reasonable prior notice given within ninety (including90) days after receipt of Landlord's annual reconciliation, without limitation, applicable invoices) as during normal business hours at the place or places where such records are normally kept. Tenant's representative shall be necessary compensated on an hourly or project basis and not on (i) a contingent basis, (ii) the basis of a percentage of any savings or refund resulting from the audit, or (iii) in any other manner that makes such representative's compensation for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for such audit in any way dependent on the then most recent calendar year results of the Lease Term (an “Audit”) and audit. Upon request, Tenant shall promptly deliver provide Landlord with a full copy of all correspondence, instructions between the accountant. Landlord's calculation shall be final and binding on Tenant upon delivery thereof, except as to matters to which written objection is made by Tenant in accordance with this Section. Tenant may dispute specific items included in Operating Expenses or Landlord's computation of Tenant's Share of Operating Expenses, by sending notice specifying such Audit objections and including support for such findings with specific reference to Landlordthe relevant Lease provisions disqualifying such expenses to Landlord no later than one hundred and twenty (120) days after Tenant's representative examines such records. If Landlord disputes the agrees with Tenant's objections, appropriate rebates or charges shall be made to Tenant within a reasonable period of time thereafter. The results of such Auditany review of Operating Expenses hereunder shall be treated by Tenant, a its accountant and each of their respective employees and agents as confidential, and shall not be discussed with nor disclosed to any third party. If Tenant objects to any matters as provided above, Landlord shall refer the matter to an independent certified public accountant selected by Landlord, whose certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by final and binding on Landlord and Tenant. Tenant shall promptly pay the cost of such certification and all other costs incurred by Tenant to examine Landlord's books and records. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Share of Operating Expenses in the amounts determined by Landlord, subject to adjustment upon resolution of any objections by Tenant. If the certification determines that Landlord and Tenant cannot mutually agree to an independent certified public accountantoverstated Tenant's Share of Operating Expenses, then the parties agree that Tenant shall choose an independent certified public accountant to conduct receive a credit for the certification as to the proper amount of Tenant’s share such overpayment against the next installment(s) of Other Periodic Payments due by Tenant for the period in question (the “Certification”)Operating Expenses; provided, however, such certified public accountant shall not be that if the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant Term has overpaid Tenant’s share of Other Periodic Payments for the period in question, then expired Landlord shall credit such pay Tenant the excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenantcertification is finalized. If no Certification process occurs and any Audit shows the certification determines that the aggregate amount Landlord understated Tenant's Share of Other Periodic Payments paid by Operating Expenses, then Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), shall pay such sum due with its next monthly installment of Rent. Landlord shall reimburse Tenant for have the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection same rights with such Auditrespect to Tenant's nonpayment of Operating Expenses as it has with respect to any other nonpayment of Rent under this Lease.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independentat its sole expense, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty twenty (180120) days following receipt of after receiving the Reconciliation, after reasonable notice and at reasonable times Annual Cost Statement for a particular year (“Audit Period”) to inspect review Landlord’s books and records relating to the Basic Cost, Janitorial Cost and Snow Removal Cost for such year if there is a Basic Cost Excess, Janitorial Excess or Snow Removal Excess. Such review shall be conducted only during regular business hours at Landlord’s office and only after ▇▇▇▇▇▇ gives Landlord fourteen (14) days prior written notice. Tenant shall deliver to Landlord a copy of the results of such review within the Audit Period if Tenant intends to dispute any Excess. If Landlord and Tenant are not able to agree on the amount of any adjustments to any Excess within thirty (30) days following the delivery of Tenant’s results, Tenant, at its sole cost, may, at its option, hire an independent auditor that is not compensated on a contingency fee basis, or a nationally recognized accounting firm (i.e., a “Top 4” or “Top 5”) which auditor or accounting firm will be mutually and reasonably acceptable to both Landlord and Tenant. The results of such audit shall be binding on the parties. All information obtained through Tenant’s audit with respect to financial matters (including, without limitation, applicable invoicescosts, expenses, income) and any other matters pertaining to the Landlord and/or the Building as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be necessary for Tenant confidential and governed by Section 26.q. As a condition precedent to verify, at Tenant’s cost and expenseexercise of its right to audit, actual Other Periodic Payments for Tenant must deliver to Landlord a signed agreement from the then most recent calendar year of the Lease Term (an “Audit”) auditor selected by Landlord and Tenant shall promptly deliver such Audit in a form reasonably satisfactory to Landlord. If Landlord disputes acknowledging that all of the results of such Auditaudit as well as any compromise, a certification as to the proper amount of Other Periodic Payments settlement, or adjustment reached between Landlord and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed held in strict confidence and shall not be revealed in any manner to by any person (i) except upon prior written consent of Landlord and Tenant. If , which consent may be withheld in such party’s sole discretion or (ii) unless necessary in connection with any litigation between Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due or (iii) unless required by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting law or the accountant who conducted Tenant’s Auditcourt order. If the Certification reflects it is ultimately determined that Tenant ▇▇▇▇▇▇▇▇ has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and overstated any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above Excess by more than five percent (5%), Landlord shall reimburse Tenant for agrees to pay the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection auditor its reasonable fees associated with such Auditaudit, not to exceed $5,000.00. If within such one hundred twenty (120) day period Tenant does not give Landlord written notice stating in reasonable detail any objection to the Annual Cost Statement, Tenant shall be deemed to have approved such statement in all respects. No subtenant (except for an Affiliate of Tenant) shall have any right to conduct an audit and no assignee (except for an Affiliate of Tenant) shall conduct an audit for any period during which such assignee was not in possession of the Premises.

Audit. (a) During business hours and upon reasonable advance notice not more than once each calendar year, TGA’s appointed independent auditor may inspect, examine and audit the records and data of CureVac, CureVac’s Affiliates, and their respective agents and subcontractors that pertain to CureVac’s obligations under Section 10) (Intellectual Property) of this Agreement to verify (a) the accuracy of CureVac’s reports and payments per Section 10) (Intellectual Property) and (b) CureVac’s compliance with this Agreement. In support of the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the foregoing right, within one hundred eighty CureVac will keep and maintain (180i) days following receipt financial records relating to the Agreement in accordance with generally accepted accounting principles, (ii) records substantiating CureVac’s invoices, (iii) records pertaining to CureVac’s compliance with the Agreement, and (iv) such other operational records with respect to Intellectual Property and related fees and other monetary amounts as CureVac keeps in the ordinary course of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and its business. TGA may not audit a time period for a particular issue more than once. CureVac will retain such records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar longer of [*****] after the end of each year of the Lease Term (an “Audit”) a Joint IP Fee Period or as required by applicable Laws. CureVac will make such records available to TGA’s auditors for examination and Tenant copying upon request. TGA shall promptly deliver such Audit bear its own costs and expenses for any audit pursuant to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”)this provision; provided, however, that if an audit reveals that CureVac has not paid TGA in aggregate amounts due under this Agreement (including Development Fees and IP Milestone Fees) for any calendar year shown by such certified public accountant inspection of more than [*****] CureVac shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments promptly reimburse TGA for the period in question, then Landlord shall credit actual costs and expenses of such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit audit. Any underpayments shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share CureVac within [*****] of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost notification of the Certification and the Audit results of such audit. (b) Upon notice by TGA of its intention to conduct an audit of IP Milestone Fees, but no more than once per calendar year, CureVac shall be paid at its expense provide an annual certification by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant a reputable Third Party accounting firm as to the accuracy of the reports described above submitted by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs CureVac with respect to Net Sales and expenses incurred by Tenant in connection with such AuditIP Milestone Fees.

Audit. In Provided an Event of Default on the event part of any dispute as to any Other Periodic Payments due hereunder which Landlord the Tenant is responsible fornot then existing, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord its accountant (the “Accountants”but not a subtenant) shall have the right, right after seven (7) days prior written notice to Landlord to examine ▇▇▇▇▇▇▇▇'s books and records of Operating Expenses and Taxes for the immediately preceding calendar year during normal business hours at the office of Landlord or Landlord's agent within one hundred eighty sixty days (18060) days following receipt the furnishing of the Reconciliation, after reasonable notice Tax and at reasonable times Operating Expense Adjustment Statements to inspect Landlord’s books and records Tenant. Unless Tenant takes written exception to any item within sixty days (including, without limitation, applicable invoices60) as days following the furnishing of the Adjustment Statements to Tenant (which item shall be necessary paid in any event), such statements shall be considered as final and accepted by ▇▇▇▇▇▇. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of ▇▇▇▇▇▇'s Proportionate Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after Landlord makes such records available for examination. Such Rent Adjustment Statements shall be considered final, except as to matters to which exception is taken after examination of Landlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that ▇▇▇▇▇▇▇▇'s ability to verifybudget and incur expenses depends on the finality of such Statement, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year accordingly agrees that time is of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlordessence of this Subsection. If Tenant takes exception to any matter contained in the Rent Adjustment Statements as provided herein, Landlord disputes shall refer the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree matter to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the whose certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by final and conclusive as between Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, . Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows such certification unless such certification determines that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above overbilled by more than five two percent (52%). Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Proportionate Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant acknowledges that Landlord shall reimburse Tenant for has made no representation, warranty or guaranty relating to the reasonable, out-of-pocket costs amount of the Tax Base and expenses incurred by Tenant in connection with such AuditOperating Expense Base.

Audit. In Landlord shall maintain at all times during the event Lease Term, at Landlord’s corporate office as set forth in Landlord’s notice address under the Lease, complete and accurate books of any dispute account and records prepared in accordance with generally accepted accounting principles with respect to Operating Expenses and Taxes, and shall retain such books and records, as well as contracts, bills, vouchers, and checks, and such other documents as are reasonably necessary to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of properly audit Operating Expenses and Taxes. Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the rightright to examine, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice audit and at reasonable times to inspect photocopy Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant relating to verify, at Tenant’s cost Proportionate Share of Operating Expenses and expense, actual Other Periodic Payments Taxes for any Operating Year for a period of four (4) months following the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree date that Tenant shall choose an independent certified public accountant to conduct receives the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”)Operating Statement and Tax Statement; provided, however, that (a) Tenant may exercise such right only once per twelve (12) month period; and (b) Tenant signs a confidentiality agreement in form satisfactory to Landlord in its reasonable discretion. Tenant shall give Landlord not less than thirty (30) days’ prior written notice of its intention to examine and audit such books and records, and such examination and audit shall take place in the city where the Premises are located. All costs of the examination and audit shall be performed by a certified public accountant and shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted on a non-eontingent fee basis and shall be borne by Tenant; provided, however, that if such examination and audit establishes that Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share Proportionate Share of Other Periodic Payments Operating Expenses and Taxes for the period year in questionquestion are less than the amount set forth on the Operating Statement and Tax Statement by at least five percent (5%), then Landlord shall credit pay the reasonable costs of such excess to examination and audit. If the payments made by Tenant for such year are more than Tenant’s next required payment of Base Rent oron account thereof for such Operating Year, at the request of Tenant, Landlord shall promptly refund such excess to overpayment. If the payments made by Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid for such year are less than Tenant’s share of Other Periodic Paymentsrequired payment on account thereof for such Operating Year, Tenant shall promptly pay such additional share of Other Periodic Payments the deficiency to Landlord within thirty (30) days after demand therefor by Landlord and the cost conclusion of the Certification examination and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, audit as well as Landlord’s actual out-of-pocket costs and expenses incurred by Tenant in connection with such Auditexamination and audit. The obligation to make such refund or payment for any period within the Lease Term shall survive expiration of the Lease Term. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records for any Operating Year within the time period provided for by this Section 5, Tenant shall have no further right to challenge Landlord’s Operating Statement and Tax Statement.

Audit. In the event of (a) At its option, Landlord may at any dispute as time upon ten (10) days' prior written notice to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, cause a complete audit (including a physical inventory) to be made by an officer auditor selected by Landlord of the entire records and operations of Tenant and/or any subtenants, concessionaires, licensees and/or assignees relating to the Premises for the period covered by any statement issued or required to be issued by Tenant or a concessionaire as above set forth in Article III. In connection with the audit, Landlord or its representative will have the right to inspect records from any other store operated by Tenant or an independentaffiliate of Tenant, certified public accounting firm but only if such inspection is reasonably acceptable necessary to Landlord (verify Tenant's Gross Sales reports. Tenant shall make available to Landlord's auditor at the “Accountants”) shall have Premises or at Tenant's principal business office in the rightUnited States, within one hundred eighty ten (18010) days following receipt Landlord's notice requiring such audit, all of the Reconciliationbooks, after reasonable source documents, accounts, records and sales tax reports of Tenant and any of its concessionaires which such auditor deems necessary or desirable for the purpose of making such audit, including Tenant's state and federal income tax returns. If such audit discloses that Tenant's Gross Sales as previously reported for the period audited were understated, Tenant shall immediately pay to Landlord the additional percentage rental due for the period audited. Further, if such understatement was in excess of two percent (2%) of Tenant's actual Gross Sales as disclosed by such audit, Tenant shall immediately pay to Landlord the cost of such audit, and if such understatement was in excess of ten percent (10%) of Tenant's Gross Sales as disclosed by such audit, Landlord may declare this Lease terminated and the Term ended, in which event this Lease shall cease and terminate on the date specified in such notice with the same force and at reasonable times effect as though the date set forth in such notice were the date set forth in this Lease for expiration of the Term, and Tenant shall vacate and surrender the Premises on or before such date in the condition required by this Lease for surrender upon the expiration of the Term. (b) If upon examination or audit Landlord's accountant or representative determines that sufficient documentation is not maintained, retained, recorded or available to inspect Landlord’s books and records (includingverify Tenant's actual Gross Sales, without limitationTenant shall pay for the cost of such audit and, applicable invoices) as in addition, should Landlord deem it necessary, Tenant shall be necessary for Tenant to verifyreconstruct, at Tenant’s its sole cost and expense, actual Other Periodic Payments all Records for the then most recent calendar year determination of Gross Sales for any period being audited. If such audit shall disclose that the Records, in Landlord's determination, are inadequate to disclose such Gross Sales, Landlord shall be entitled to collect as Additional Rent an amount equal to ten percent (10%) of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or Minimum Annual Rental payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for during the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Audit.

Audit. In the event Landlord shall maintain or cause to be maintained complete and accurate records of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, all Operating Expenses. Tenant, an officer at its sole expense, except as provided below, shall have the right once per calendar year during the Term to audit Landlord's books and records relating to the Operating Expenses for the immediately preceding two (2) calendar years for the sole purpose of determining whether Operating Expense calculations were accurate and whether generally accepted accounting principles have been followed and consistently applied. This audit must take place on mutually agreeable dates during reasonable business hours at Landlord's office at the address stated above, or, at Tenant's request, Landlord's management office located in the Building, and only after Tenant has given Landlord at least thirty (30) days' prior written notice of the dates and times Tenant desires to conduct such audit. Any such audit must be conducted by a big six (6) accounting firm or an independent, certified other nationally or locally recognized public accounting firm reasonably acceptable having expertise in accounting for office buildings that charges fees on an hourly or other fixed cost basis, but not on a contingency fee basis. No person or entity in the business of auditing building operating expenses in exchange for a percentage of the savings shall be permitted to Landlord (the “Accountants”) shall have the conduct such audit. If Tenant elects to exercise this right, Tenant must undertake and complete such audit within one hundred eighty two (1802) days years following receipt of the Reconciliation, after reasonable notice and at reasonable times year end to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall which such Operating Expense statement to be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to audited relates or payable by Tenant shall be made by an independent certified public accountant mutually agreed deemed to have accepted the Operating Expenses as presented by Landlord and Tenantin such statement. If Tenant's audit determines that Tenant's Additional Rental for any year or years is less than previously determined, Landlord and Tenant cannot mutually agree to an independent certified public accountantshall, then unless Landlord contests such, audit, pay the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess difference to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by such determination is made. In addition, if an audit that Landlord and the cost of the Certification and the Audit does not contest reflects that Operating Expenses for any year shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was have been overstated by Landlord pursuant to the reports described above by more than five three percent (53%)) or more, Landlord shall reimburse Tenant for the reasonable, its reasonable out-of-pocket costs and expenses incurred in conducting the audit, but in no event shall any fee payable to any auditor utilized by Tenant in connection with be calculated upon a contingency based upon the extent of any such Auditoverstatement. As a condition to such audit by Tenant, Tenant and any auditor selected by Tenant shall sign a reasonable confidentiality agreement as required by Landlord concerning non-disclosure of any and all information related to such audit. The foregoing audit rights shall survive termination of this Lease.

Audit. In the event Landlord shall maintain or cause to be maintained complete and accurate records of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, all Operating Expenses. Tenant, an officer at its sole expense, except as provided below, shall have the right once per calendar year during the Term to audit Landlord's books and records relating to the Operating Expenses for the immediately preceding two (2) calendar years for the sole purpose of determining whether Operating Expense calculations were accurate and whether generally accepted accounting principles have been followed and consistently applied. This audit must take place on mutually agreeable dates during reasonable business hours at Landlord's office at the address stated above, or, at Tenant's request, Landlord's management office located in the Building, and only after Tenant has given Landlord at least thirty (30) days' prior written notice of the dates and times Tenant desires to conduct such audit. Any such audit must be conducted by a big six (6) accounting firm or an independent, certified other nationally or locally recognized public accounting firm reasonably acceptable having expertise in accounting for office buildings that charges fees on an hourly or other fixed cost basis, but not on a contingency fee basis. No person or entity in the business of auditing building operating expenses in exchange for a percentage of the savings shall be permitted to Landlord (the “Accountants”) shall have the conduct such audit. If Tenant elects to exercise this right, Tenant must undertake and complete such audit within one hundred eighty two (1802) days years following receipt of the Reconciliation, after reasonable notice and at reasonable times year end to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall which such Operating Expense statement to be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to audited relates or payable by Tenant shall be made by an independent certified public accountant mutually agreed deemed to have accepted the Operating Expenses as presented by Landlord and Tenantin such statement. If Tenant's audit determines that Tenant's Additional Rental for any year or years is less than previously determined, Landlord and Tenant cannot mutually agree to an independent certified public accountantshall, then unless Landlord contests such audit, pay the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess difference to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by such determination is made. In addition, if an audit that Landlord and the cost of the Certification and the Audit does not contest reflects that Operating Expenses for any year shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was have been overstated by Landlord pursuant to the reports described above by more than five three percent (53%)) or more, Landlord shall reimburse Tenant for the reasonable, its reasonable out-of-pocket costs and expenses incurred in conducting the audit, but in no event shall any fee payable to any auditor utilized by Tenant in connection with be calculated upon a contingency based upon the extent of any such Auditoverstatement. As a condition to such audit by Tenant, Tenant and any auditor selected by Tenant shall sign a reasonable confidentiality agreement as required by Landlord concerning non-disclosure of any and all information related to such audit. The foregoing audit rights shall survive termination of this Lease.

Audit. In the event Within thirty six (36) months after ▇▇▇▇▇▇’s receipt of any dispute as to any Other Periodic Payments due hereunder which a Statement from Landlord is responsible for(“Review Period”), Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable may deliver notice to Landlord stating that Tenant questions the calculation of Tenant’s Pro Rata Share of Direct Expenses for the period represented by such Statement. Within fifteen (the “Accountants”15) shall have the right, within one hundred eighty (180) business days following the date of Landmark National Bank Initials [ILLEGIBLE] Office Lease [ILLEGIBLE] 30182-00001 / 1798316.8 [Word] 1/7/03 ▇▇▇▇▇▇▇▇’s receipt of the Reconciliationsuch notice, after reasonable notice Landlord and at reasonable times ▇▇▇▇▇▇ will confer and discuss ▇▇▇▇▇▇’s questions and attempt to inspect resolve any discrepancies in such calculation alleged by ▇▇▇▇▇▇. If, in connection with such discussions, landlord and Tenant review any information in Landlord’s books and records (includingor records, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver keep all such Audit to Landlordinformation strictly confidential. If Landlord and ▇▇▇▇▇▇ fail to resolve such alleged discrepancies within such fifteen (15) business day period, and Tenant disputes the results Tenant’s Pro Rata Share of Direct Expenses calculated as set forth in such AuditStatement, then a certification as to the proper amount thereof (calculated pursuant to the terms of Other Periodic Payments this Lease) shall be made as provided below at Tenant’s expense (except as provided below) by an independent certified public accountant mutually selected by Landlord and Tenant. Such accountant must be a member of a reputable accounting firm, and must not be compensated on a contingency fee basis, and must not charge a fee based on the amount of Direct Expenses or other rent or charges that such accountant is able to save Tenant. Neither the accountant nor the accountant’s accounting firm shall be providing primary accounting services to Landlord or Tenant, nor shall the accountant nor the accountant’s firm have provided primary accounting services to Tenant or Landlord within the three (3) year period immediately preceding the proposed certification nor have any other conflicts of interest. Landlord will reasonably cooperate with such accountant in providing the information upon which the certification is to be based and Landlord shall allow such accountant to inspect, during normal business hours in Landlord’s offices, ▇▇▇▇▇▇▇▇’s books and records relating to the Direct Expenses for the period represented by the Statement in question. However, if Landlord requests, such accountant shall, prior to inspection or review of any of Landlord’s books and records, agree in a signed agreement that such accountant shall keep all such information strictly confidential. Such confidentiality agreement shall be in such commercially reasonable form and content as Landlord may require (“Confidentiality Agreement”). If the accountant’s certification proves that actual Direct Expenses, taken as a whole, set forth in such Statement were overstated by more than four percent (4%) then, the reasonable cost of the accountant’s certification shall be paid by Landlord up to a maximum amount of Ten Thousand Dollars ($10,000), after which time Landlord and Tenant shall share equally such costs. In all other events, the cost of such certification shall be borne by Tenant. If, for any reason, Landlord and Tenant fail to mutually select the independent certified public accountant as described above within twenty (20) days following the expiration of the fifteen (15) business day discussion period described above, then each party shall select an independent certified public accountant (satisfying the foregoing criteria) at their separate costs and expense, and the amount due two selected independent certified public accountants shall select, with fifteen (15) days thereafter, an independent certified public account (“CPA”) meeting the same criteria as set forth above (for the independent certified public accountant to or payable have been mutually selected by Tenant Landlord and Tenant) The CPA shall have a period of forty five (45) days following its selection by the separately selected accountants to make the certification described above that otherwise would have been made by the independent certified public accountant to have been mutually selected by Landlord and Tenant. During the CPA’s forty five (45) day review period, it shall have the right, during normal business hours, to inspect in Landlord’s offices ▇▇▇▇▇▇▇▇’s books and records to the limited extent of those portion thereof relating to the calculation of Tenant’s Pro Rata Share of Direct Expenses for the period represented by the Statement in question. However, prior to the CPA’s review of any such books and records, Landlord shall have the right to require the CPA to agree in a signed Confidentiality Agreement that the CPA shall keep all information contained in Landlord’s books and records strictly confidential. The costs of the CPA’s certification shall be borne by Landlord of Tenant, as applicable, pursuant to the same provisions above regarding the outcome of certification if such certification had been made by an independent certified public accountant mutually agreed to selected by Landlord and Tenant. If Landlord and Tenant cannot Following the party’s receipt of such certification from the mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an selected independent certified public accountant or the CPA, as applicable, Landlord shall reimburse to conduct Tenant the certification as Direct Expense amounts, if any, determined to the proper amount of Tenant’s share of Other Periodic Payments due have been overpaid by Tenant for the period calendar year reflected in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s AuditStatement. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenantmaintain records of Direct Expenses for a given calendar year for a minimum of thirty six (36) months following ▇▇▇▇▇▇▇▇’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess delivery to Tenant and the cost of the Certification and Statement for such calendar year. Notwithstanding the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share pendency of Other Periodic Paymentsthe above described process, Tenant shall promptly continue to pay such additional share all rent (including, without limitation, the estimates and actual amounts of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord Tenant’s Pro Rata Share of Direct Expenses and the cost of the Certification and the Audit no rent shall be paid by Tenanttolled or abated during such pendency. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, outLandmark National Bank Initials [ILLEGIBLE] Office Lease [ILLEGIBLE] 30182-of-pocket costs and expenses incurred by Tenant in connection with such Audit.00001 / 1798316.8 [Word] 1/7/03

Audit. a. Daikuzono shall have the right to designate auditors to audit those books and records of SLT that relate to the calculation of royalties described under Sections 4 and 5 hereof. The audit shall be as to entire discrete fiscal years of SLT for sales of products made on or after November 1, 1997, excepting the period November 1, 1997 to December 28, 1997, which shall be treated as a partial, but auditable fiscal year. b. A discrete fiscal year shall be so audited no more than once, and must be audited within three (3) years from its fiscal year-end. Daikuzono shall give SLT at least sixty (60) days' prior written notice of a desired audit, whereupon SLT and Daikuzono shall establish a time and date for the audit. If SLT so desires, the audit shall be conducted at the place where it regularly maintains its books and records. While the audit may cover more than one discrete fiscal year, no more than one such audit shall be allowed per calendar year. c. Notwithstanding Section 7(b), an audit commissioned by Daikuzono for a discrete fiscal year shall not be conducted before SLT's independent accountants shall have completed their audit or review of the books and records of SLT for that fiscal year or before SLT shall have issued its Form 10-K for the applicable fiscal year to the Securities and Exchange Commission. Based upon the independent accountants' review of SLT's calculation and payment of royalties under Section 4 hereof, SLT may correct any discrepancy ascertained by its accountants in such calculation or payment without interest, penalty, fee or further liability to Daikuzono, provided that SLT shall have originally calculated such royalties in good faith. d. In the event of any dispute that Daikuzono's auditors contend that a discrepancy exists between the royalties as to any Other Periodic Payments due hereunder which Landlord is responsible forcalculated by them and the royalties as calculated, Tenantreviewed and possibly corrected by SLT and its independent accountants, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant Daikuzono's auditors shall promptly deliver such Audit set forth to Landlord. If Landlord disputes SLT in detail the results basis for their contention, including without limitation the basis on which they regard that products which SLT sold but on which it did not calculate and pay royalties should be treated as products coming within a claim of such Audita Contact Laser(TM) Patent and otherwise bearing royalty (thus excluding, a certification as for example, fiber delivery systems). e. The parties shall confer in good faith on the discrepancy and attempt to reach agreement on the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Auditsame. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in questionparties cannot reach agreement, then Landlord Daikuzono may give notice of default to SLT, which SLT shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within have thirty (30) days after demand therefor to cure. If such alleged default is not so cured, then Daikuzono and SLT will submit the issue to non-binding mediation through the auspices of an independent mediation organization. One mediator will be selected. Daikuzono and SLT will share equally the costs assessed by Landlord the mediation organization. Daikuzono and SLT will pay their respective attorneys' fees. f. Daikuzono shall bear the cost of the Certification and the Audit shall be paid any audit commissioned by Tenant. If no Certification process occurs and any Audit shows him except in certain circumstances where such an audit determines that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more a discrepancy greater than five percent (5%) (a "material discrepancy") exists between the royalties calculated by Daikuzono's auditors and the royalties calculated, reviewed and possibly corrected by SLT and its independent accountants. The cost of the first such audit that determines a material discrepancy shall be borne by Daikuzono; the cost, up to but not exceeding $2,000, of a subsequent audit that determines a material discrepancy in a discrete fiscal year shall be borne by SLT. g. In the event that SLT should fail to pay royalties in a timely manner to Daikuzono, then SLT shall also be obliged to pay Daikuzono simple interest at the annual rate of the prime rate of interest, plus two percent (2%), Landlord reported by the Wall Street Journal on the date such royalties first become due and payable to the date they are paid. h. Daikuzono and his auditors and other advisors shall reimburse Tenant for treat information from SLT concerning its calculation and payment of royalties as confidential and material, non-public information, unless such information is already in the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditpublic domain.

Audit. In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord (the “Accountants”) shall have the rightright to audit, at Tenant’s sole cost and expense and so long as Tenant is not in default of this Lease, Landlord’s records pertaining to the computation of Operating Expenses and Taxes under Section 7 of this Lease, so long as Tenant complies with the following provisions: (a) Tenant shall perform such inspection within one hundred eighty twenty (180120) days following the receipt of Landlord’s reconciliation statement pertaining to the operating year in question, (b) Tenant shall provide to Landlord a copy of the inspection report, (c) Tenant shall keep the report confidential and shall not share the contents, results, or the fact that Tenant is investigating the operating expenses or adjustments with any other person, except for its advisors on a need-to-know basis, (d) Tenant shall pay to Landlord within ten (10) days following its inspection any amount determined to be owing by Tenant, and (e) Tenant shall give written notice of its intention to audit no later than ninety (90) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records reconciliation statement pertaining to the operating year in question. If Tenant does not give Landlord written notice of any objection or request to audit within ninety (including90) days following receipt of Landlord’s reconciliation statement pertaining to an operating year, without limitation, applicable invoices) as then such statement shall be necessary for Tenant to verify, at binding on Tenant. Tenant’s cost inspection may only be conducted by Tenant’s employees or by Tenant’s certified public accountant paid on an hourly basis (and expense, actual Other Periodic Payments for the then most recent calendar year not a contingent fee basis). Landlord agrees to pay Tenant any amount determined to be owing to Tenant as determined within thirty (30) days following Landlord’s receipt of the Lease Term inspection report or within thirty (an “Audit”30) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, days following a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made report by an independent certified public accountant mutually agreed to selected by Landlord and approved by Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant which approval shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted unreasonably withheld, if Landlord does not agree with Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditinspection report.

Audit. In the event Within ninety (90) days after receiving Landlord’s statement of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible forOperating Costs Tenant may, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable upon advance written notice to Landlord (the “Accountants”) shall have the rightand during reasonable business hours, within one hundred eighty (180) days following receipt cause an audit of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as to determine the accuracy of Landlord’s Operating Costs and other charges under this Lease. Landlord shall be make all pertinent records available for inspection that are reasonably necessary for Tenant to verifyconduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at Tenant’s cost and expense, actual Other Periodic Payments such other location or pay for the then most recent calendar year reasonable cost of copying and shipping the Lease Term records. If Tenant retains an agent to review Landlord’s records, the agent shall be with a licensed CPA firm. Within sixty (60) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Audit“ Objection Notice ”) stating in reasonable detail any objection to Landlord’s statement of Operating Costs for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall promptly deliver such Audit work together in good faith to Landlordresolve any issues raised in Tenant’s Objection Notice. If Tenant fails to provide Landlord disputes with a timely Objection Notice, Landlord’s statement of Operating Costs shall be deemed final and binding, and Tenant shall have no further right to audit or object to such statement. If Tenant’s audit reveals that the results of such Audit, a certification as to the proper amount of Other Periodic Payments and actual direct expenses for any given year were less than the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant paid for the period in question (the “Certification”); provided, however, Operating Costs and other charges for any such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in questionyear, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess pay to Tenant the excess. If such audit reveals that the actual direct expenses for any given year were more than the amount that Tenant paid for Operating Costs and the cost of the Certification and the Audit shall be paid by Landlord and converselyother charges for any such year, if Tenant has underpaid Tenant’s share of Other Periodic Payments, then Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to the reports described above by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in connection with such Auditexcess.

Audit. In Within 30 days after Landlord furnishes its statement of actual Operating Costs for any calendar year, Tenant may, at its expense, elect to audit Landlord Operating Costs, subject to the event following conditions: (1) there is no uncured Event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or an independent, certified public accounting firm reasonably acceptable to Landlord Default under this Lease; (2) the “Accountants”) shall have the right, within one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at reasonable times to inspect Landlord’s books and records (including, without limitation, applicable invoices) as audit shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a certification as to the proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made prepared by an independent certified public accountant mutually agreed accounting of recognized national or regional standing; (3) in no event shall any audit be contingency ; (4) the audit shall commence within 10 days after Landlord makes Landlord Tenant and shall conclude within 10 days after commencement; (5) the audit shall be conducted during Landlord normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord s business; (6) Tenant and its audit firm shall treat any audit in a confidential manner and shall each execute Landlord s confidentiality agreement for Landlord s benefit prior to commencing the audit; and (7) the audit firm s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord s review and comment before the final approved audit report is delivered to Landlord, and any reasonable comments by Landlord and Tenantshall be incorporated into the final audit report. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant This paragraph shall not be construed to limit, suspend, or ▇▇▇▇▇ ▇▇▇▇▇▇ s obligation to pay Rent when due, including Additional Rent. Landlord shall credit any overpayment determined by the accountant who conducted Landlord’s final approved audit report against the next rent due and owing by Tenant or, if no further rent is due, refund such overpayment directly to Tenant within 30 days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final approved audit report within 30 days of determination. The foregoing obligations shall survive the expiration or termination of this Lease. The right to audit granted hereunder is personal to the initial calculation Tenant named in this Lease and shall not be available to any subtenant under a sublease of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s AuditLeased Premises. If the Certification reflects audit proves that Tenant has overpaid Tenant’s share Landlord s calculation of Other Periodic Payments Operating Costs for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the Certification and the Audit shall be paid by Landlord and conversely, if Tenant has underpaid Tenant’s share of Other Periodic Payments, Tenant shall promptly pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after demand therefor by Landlord and the cost of the Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any Audit shows that the aggregate amount of Other Periodic Payments paid by Tenant in the applicable period calendar year under inspection was overstated by Landlord pursuant to the reports described above by more than five percent (510%), then, after verification, Landlord shall reimburse pay Tenant for the reasonable, s actual reasonable out-of-pocket costs audit and expenses incurred by Tenant in connection with such Audit.inspection fees not to exceed $2,500.00 (but specifically excluding any travel and lodging expenses) applicable to the review of said calendar year statement within 30 days after receipt of Tenant