Common use of Periodic Statements Clause in Contracts

Periodic Statements. Within thirty (30) days after the first day of the license period, and promptly on the 15th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licensee. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars only.

Periodic Statements. Within thirty (30) days after the first day of the license period, and promptly on the 15th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basisupon request by Licensor, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not by divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licensee. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars only4.

Periodic Statements. (a) Within thirty (30) days after the first day initial shipment of the license period, Licensed Products and promptly on the 15th thirtieth (30th) day of every calendar month quarter thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, broken down into the categories set forth in Paragraph 4.(c) and showing with respect to all Licensed Products distributed and sold by Licensee during the sales volume preceding calendar quarter the (i) number of each units; (ii) country in which manufactured, sold and/or to which shipped; (iii) Description (as such term is defined below) of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; and (v) itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar monthquarter. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) Products have been sold, or any payment is shown sold during calendar quarters to be due Licensor, during the calendar months in which such statements are duerefer. Licensee shall furnish also include with each quarterly statement a statement which shows the amounts spent during such quarter with respect to Licensor sufficient background information so the Promotional Commitment as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseedefined in Paragraph 1.(m)(i). Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume (i) number of each units; (ii) country in which manufactured, sold and/or to which shipped; (iii) Description of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; and (v) itemized deductions from gross sales price and net sales price of the Licensed Product(s) Products covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand. For purposes of this subparagraph, the term "Description" shall mean a detailed description of the Licensor's demandLicensed Products including the nature of each of the Licensed Products, any and all names and likenesses, whether live actors or animated characters, from the Licensed Property utilized on the Licensed Products and/or any related packaging and/or wrapping material, and any other components of the Licensed Property utilized on the Licensed Products and/or any related packaging and/or wrapping material. All amounts payable pursuant to In the event Licensor is responsible for the payment of any additional third party participations based on Licensee not reporting by character name and likeness as provided above, Licensee shall be responsible for reimbursing Licensor for the full amount of all such third party claims, including without limitation, the participation itself, interest, audit and attorneys, fees. Licensee understands and agrees that it is a material term and condition of this Agreement that Licensee include the Description on all statements. In the event Licensee fails to do so, Licensor shall be have the right to terminate this Agreement, in U.S. dollars onlyaccordance with the provisions of Paragraph 14 herein.

Periodic Statements. (i) Within thirty twenty (3020) days after the first day close of each contract quarter during the license periodterm of this Agreement or any extension hereof, and promptly on the 15th day of every calendar month thereafter, Licensee Avmark shall furnish to Licensor uniView, in a form reasonably acceptable to uniView, a complete and accurate statements, statement certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, Avmark showing the sales volume of each Licensed Product (itemized by Clubmodel number, for each applicable Licensed Product)quantity shipped, gross sales price, itemized deductions from gross sales priceinvoice cost to Vendor, and net sales price of the Vendor PO number for all Licensed Product(s) Products distributed and/or sold by Licensee Avmark during the preceding calendar month, together with any returns made during the preceding calendar monthcontract quarter. Such statements shall be furnished to Licensor uniView whether or not any of the Licensed Product(s) Products have been sold, sold during the preceding contract quarter. (ii) Within sixty (60) days after the end of each year of this Agreement or any payment is shown to be due Licensorextension hereof, during the calendar months in which such statements are due. Licensee Avmark shall furnish to Licensor sufficient background information so as uniView, in a form reasonably acceptable to make such statements intelligible to Licensor, and on an annual basisuniView, a complete list of Licensee's customers and accurate statement certified to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list be accurate by Avmark showing the model number, quantity shipped, invoice cost to any other licensee, to any other competitor licensing organization, or to any competitor of Licensee. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any timeVendor, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Vendor PO number for all Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement Products distributed and/or sold by Licensee to Avmark during the date preceding contract year, as shown on Avmark's business books and records. If such statement discloses any underpayment of royalties for that year, including minimum royalties, Avmark shall pay the amount of the Licensorunderpayment to uniView at the time of the statement required under this paragraph. Any overpayment shall be credited by uniView to Avmark's demandaccount. (iii) All books and records maintained by Avmark relating to operations concerning this License shall be available for inspection by uniView or any of its designated representatives at any reasonable, mutually agreeable time and Avmark shall cooperate with any person making such examination on behalf of uniView. All amounts payable pursuant to this Agreement books of account and records shall be kept available for at least two (2) years after the termination of this License. Such inspection shall be at uniView's expense unless a discrepancy in U.S. dollars onlythe amount of five percent (5%) or more is discovered, in which event Avmark shall bear such expense, including without limitation accounting, auditing and legal fees and costs.

Periodic Statements. (a) Within thirty (30) days after the first day end of the license period, first fiscal quarter after the date of execution of the License Agreement and promptly on the 15th 25th day after the end of every calendar month each fiscal quarter thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume (i) number of each units; (ii) country in which manufactured, sold, distributed and/or to which shipped; (iii) Description (as such term is defined below) of the Licensed Product Products and/or Licensed Premiums; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, price or Net Purchase Price (if applicable); and (v) itemized deductions from gross sales price, price and net sales price of the Licensed Product(s(if applicable) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar monthfiscal quarter. Such statements shall be in such formats as Licensor shall reasonably require (which formats may be amended by Licensor from time to time) and shall be furnished to Licensor whether or not any of the Licensed Product(s) Products and/or Licensed Premiums have been sold, or any payment is shown distributed during fiscal quarters to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseerefer. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor officer of Licensee showing the sales volume (i) number of each units; (ii) country in which manufactured, sold, distributed and/or to which shipped; (iii) Description of the Licensed Product Products and/or Licensed Premiums; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, price or Net Purchase Price (if applicable); and (v) itemized deductions from gross sales price and net sales price (if applicable) of the Licensed Product(s) Products and/or Licensed Premiums covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand. For purposes of this Paragraph 5(a), the term "Description" shall mean a detailed description of the Licensor's demandLicensed Products and/or Licensed Premiums including the nature of each of the Licensed Products and/or Licensed Premiums, any and all names and likenesses, whether live actors or animated characters, from [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. All amounts payable pursuant to the Licensed Property utilized on the Licensed Products and/or Licensed Premiums and/or any related packaging and/or wrapping material, and any other components of the Licensed Property utilized on the Licensed Products and/or Licensed Premiums and/or any related packaging and/or wrapping material. In the event Licensor is responsible for the payment of any additional third party participations based on Licensee not reporting by character name and likeness as provided above, Licensee shall be responsible for reimbursing Licensor for the full amount of all such third party claims, including without limitation the participation itself, interest, audit and reasonable attorneys' fees. Licensee understands and agrees that it is a material term and condition of this Agreement that Licensee include the Description on all statements. In the event Licensee fails to do so, Licensor shall be have the right to terminate this Agreement, in U.S. dollars onlyaccordance with the provisions of Paragraph 14 herein.

Periodic Statements. Within thirty (30) days after the first day end of the license period, first calendar quarter after the date of execution of the License Agreement and promptly on the 15th day after the end of every each calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing with respect to all Licensed Products distributed and sold by Licensee during the sales volume preceding calendar month the (i) number of each units; (ii) country in which manufactured, sold and/or to which shipped; (iii) description (as such term is defined below) of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; and (v) itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be in such formats as Licensor shall require (which formats may be amended by Licensor from time to time), and shall be furnished to Licensor whether or not any of the Licensed Product(s) Products have been sold, or any payment is shown sold during calendar month to be due Licensor, during the calendar months in which such statements are duerefer. In the event Licensee has Royalties earned in currencies other than in U.S. Dollars, then Licensee shall furnish to Licensor sufficient background information so convert said amounts into U.S. Dollars based upon the exchange rate published by the Wall Street Journal as to make of the fifteenth day of the applicable month or if such statements intelligible to Licensor, and day shall fall on an annual basis, a complete list non-business day then as of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge the first business day following said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseefifteenth day. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume (i) number of each Licensed Product units; (itemized by Clubii) country in which manufactured, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price sold and/or to which shipped; (iii) description of *Confidential Portions Omitted and net sales price of Filed Separately with the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars onlyCommission.

Periodic Statements. (a) Within thirty (30) days after the first day end of the license period, first calendar quarter after the date of execution of the License Agreement and promptly on the 15th day after the end of every each calendar month * Confidential Portions Omitted and Filed Separately with the Commission. thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing with respect to all Licensed Products distributed and sold by Licensee during the sales volume preceding calendar month the (i) number of each units; (ii) country in which manufactured, sold and/or to which shipped; (iii) description (as such term is defined below) of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; and (v) itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) Products have been sold, or any payment is shown sold during calendar month to be due Licensor, during the calendar months in which such statements are duerefer. In the event Licensee has Royalties earned in currencies other than in U.S. Dollars, then Licensee shall furnish to Licensor sufficient background information so convert said amounts into U.S. Dollars based upon the exchange rate published by the Wall Street Journal as to make of the fifteenth day of the applicable month or if such statements intelligible to Licensor, and day shall fall on an annual basis, a complete list non-business day then as of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge the first business day following said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseefifteenth day. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume (i) number of each units; (ii) country in which manufactured, sold and/or to which shipped; (iii) description of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; and (v) itemized deductions from gross sales price and net sales price of the Licensed Product(s) Products covered by this Agreement distributed and/or sold by Licensee up to and including the date of the Licensor's upon which Licensor has made such demand. All amounts payable pursuant to For purposes of this Agreement shall be in U.S. dollars only.Subparagraph, the term

Periodic Statements. (a) Within thirty (30) [*] days after the first day end of the license period, first calendar quarter after the date of execution of the License Agreement and promptly on the 15th [*] day after the end of every each calendar month quarter thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing with respect to all Licensed Products distributed and sold by Licensee during the preceding calendar quarter, on a Platform by Platform basis, with OEM sales volume and WBSS sales separately reported, the (i) number of each units; (ii) country or region (as specified below) in which manufactured, sold and/or to which shipped; (iii) description (as such term is defined below) of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; (v) itemized deductions from gross sales price, and net sales price of the Licensed Product(s(vi) distributed and/or sold by Licensee during the preceding calendar monthNet Sales price, together with any returns made during the preceding calendar monthquarter. Such statements shall be in such formats as Licensor shall require (which formats may be amended by Licensor from time to time), and shall be furnished to Licensor whether or not any of the Licensed Product(s) Products have been sold, or any payment is shown to be due Licensor, sold during the calendar months in quarters to which such statements are duerefer. In the event Licensee has royalties earned in currencies other than in U.S. Dollars, then Licensee shall furnish to Licensor sufficient background information so convert said amounts into U.S. Dollars based upon the exchange rate published by the Wall Street Journal as to make of the fifteenth day of the applicable month or if such statements intelligible to Licensor, and day shall fall on an annual basis, a complete list non-business day then as of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge the first business day following said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseefifteenth day. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved officer of Licensee showing, on a Platform by Licensor showing Platform basis, with OEM sales and WBSS sales separately reported, the sales volume (i) number of each units; (ii) country or region (as specified below) in which manufactured, sold and/or to which shipped; (iii) description of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; (v) itemized deductions from gross sales price and net sales (vi) Net Sales price of the Licensed Product(s) Products covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand. For purposes of this subparagraph, the term "Description" shall mean a detailed description of the Licensed Products including the nature of each of the Licensed Products, any and all names and likenesses, whether live actors or animated characters, from the Licensed Property utilized on the Licensed Products and/or any related packaging and/or wrapping material, and any other components of the Licensed Property utilized on the Licensed Products and/or any related packaging and/or wrapping material. In the event Licensor is responsible for the payment of any additional third party participations based on Licensee not reporting by character name and likeness as provided above, Licensee shall reimburse Licensor for the full amount of all such third party claims, including without limitation, the participation itself, interest, audit and attorneys' fees. Licensee understands and agrees that it is a material term and condition of this Agreement that Licensee include the Description on all statements. In the event Licensee fails to do so, Licensor shall have the right to terminate this Agreement, in accordance with the provisions of Paragraph 15 herein. Notwithstanding anything to the date contrary set forth above, Licensee shall report and pay royalties on a country-by-country basis for the following countries: [*]; and otherwise on a region-by-region basis as follows: [*]. ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 24b-2 of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars onlySecurities Exchange Act of 1934, as amended, and have been filed separately with the SEC.

Periodic Statements. (a) Within thirty (30) days after the first day initial shipment of the license period, Licensed Products and promptly on the 15th thirtieth (30th) day of every calendar month quarter thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, broken down into the categories set forth in Paragraph 4. (c) and showing with respect to all Licensed Products distributed and sold by Licensee during the sales volume preceding calendar quarter the (i) number of each units; (ii) country in which manufactured, sold and/or to which shipped; (iii) Description (as such term is defined below) of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; and (v) itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar monthquarter. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) Products have been sold, or any payment is shown sold during calendar quarters to be due Licensor, during the calendar months in which such statements are duerefer. Licensee shall furnish also include with each quarterly statement a statement which shows the amounts spent during such quarter with respect to Licensor sufficient background information so the Promotional Commitment as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(sdefined in Paragraph 1. (m) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licensee(i). Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume (i) number of each units; (ii) country in which manufactured, sold and/or to which shipped; (iii) Description of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; and (v) itemized deductions from gross sales price and net sales price of the Licensed Product(s) Products covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand. For purposes of this subparagraph, the term "Description" shall mean a detailed description of the Licensor's demandLicensed Products including the nature of each of the Licensed Products, any and all names and likenesses, whether live actors or animated characters, from the Licensed Property utilized on the Licensed Products and/or any related packaging and/or wrapping material, and any other components of the Licensed Property utilized on the Licensed Products and/or any related packaging and/or wrapping material. All amounts payable pursuant to In the event Licensor is responsible for the payment of any additional third party participation based on Licensee not reporting by character name and likeness as provided above, Licensee shall be responsible for reimbursing Licensor for the full amount of all such third party claims, including without limitation, the participation itself, interest, audit and attorneys' fees. Licensee understands and agrees that it is a material term and condition of this Agreement that Licensee include the Description on all statements. In the event Licensee fails to do so, Licensor shall be have the right to terminate this Agreement, in U.S. dollars onlyaccordance with the provisions of Paragraph 14 herein.

Periodic Statements. Within thirty THIRTY (30) days after the first day initial shipment of the license period, Licensed Product(s) and promptly on the 15th last day of the month following every calendar month quarter thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume of each Licensed Product (itemized by Clubnumber, for each applicable Licensed Product)country in which manufactured, country in which sold or to which shipped, description and gross sales price, itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar monthquarter. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(sProducts(s) have been sold, or any payment is shown to be due Licensor, sold during the calendar months in quarters to which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseerefer. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than that once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume of each Licensed Product (itemized by Clubnumber, for each applicable Licensed Product)country in which manufactured, country in which sold or to which shipped, description, gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's Licensors demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars only.

Periodic Statements. Within thirty (30) days after LICENSEE shall furnish LICENSOR, quarterly, commencing with the first day Royalty Quarter (as defined in Item 9 of Schedule A) following the license periodexecution of this Agreement and continuing until a final certification of wind-up is delivered, and promptly on with a detailed statement (the 15th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements"Quarterly Statement"), certified to be accurate by Licensee, or if a corporation, by an authorized officer of LicenseeLICENSEE, showing the sales volume of cumulatively and separately for each Licensed Product the following: (itemized by Cluba) the line, for each applicable Licensed Product)item, gross sales pricedesign, itemized deductions from gross sales pricenumber, description and net sales price of the Licensed Product(s) Products sold or distributed and/or sold by Licensee during the preceding calendar monthRoyalty Quarter, together with (b) any actual returns of the Licensed Products made during the preceding calendar monthRoyalty Quarter, and (c) the amount of payment due LICENSOR. Such statements Quarterly Statements shall be furnished to Licensor LICENSOR within +++++ days after the end of the Royalty Quarter for which such Statement is made. In addition, LICENSEE shall furnish LICENSOR, annually, commencing with the first Royalty Year and continuing until a final certification of wind- up is delivered, with a detailed statement (the "Annual Statement"), certified to be accurate by an authorized officer of LICENSEE, showing cumulatively and separately for each Nautica Product the following: (i) the line, item, design, number, description and price of the Licensed Products sold or distributed during the preceding Royalty Year; (ii) any actual returns of Licensed Products made during the preceding Royalty Year; and (iii) the amount of payment due LICENSOR. Such Annual Statements shall be furnished to LICENSOR, within ++++++++++ days after the end of the Royalty Year for which such Statement is made and shall be accompanied by payment to LICENSOR of any amounts of royalty in excess of minimum royalties paid that may be due LICENSOR. The Quarterly and Annual Statements shall be furnished to LICENSOR whether or not there is any distribution or sales of Licensed Products during the preceding Royalty Quarter, and whether or not any amounts are then due LICENSOR. The failure or refusal of the Licensed Product(s) have been soldLICENSEE to timely furnish any Quarterly or Annual Statement or payments shall be deemed a substantial and material breach of this Agreement and shall entitle LICENSOR, or without any payment is shown to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list prejudice to any other licenseeright which LICENSOR may have under law, in contract or in equity for such breach, to any other competitor licensing organization, or to any competitor of Licenseeterminate the License. Receipt The receipt or acceptance by Licensor LICENSOR of any of the statements Quarterly or Annual Statements furnished pursuant to this Agreement hereto or of any sums payments made hereunder (or the cashing of any checks paid hereunder hereunder) shall not preclude Licensor LICENSOR from questioning the correctness thereof at any time, and in . In the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments payment shall immediately be made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars onlyLICENSEE.

Periodic Statements. (a) Within thirty THIRTY (30) days after the first day initial shipment of the license period, Licensed Product(s) and promptly on the 15th 30th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing with respect to all Licensed Product(s) distributed and sold by Licensee during the sales volume preceding calendar month the number of each units, description of items sold (specifying the components of the Licensed Product (itemized by Club, for each applicable Property utilized and specifying the nature of the Licensed ProductProduct(s), gross sales price, price and itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, sold during the calendar months in to which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseerefer. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve TWELVE (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume number, description of each items sold specifying the components of the Licensed Product (itemized by Club, for each applicable Property utilized and nature of Licensed ProductProduct(s), gross sales price, price itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand. (b) The statements and payments required hereunder shall be delivered to: Warner Bros. Consumer Products 4000 Warner Boulevard Bridge Building, 4th Floor Xxxxxxx, Xxxxxxxxxx 00000 Xxxx: Xxxx. xxxxxxxxxx, Xxxxxxxx Xxxxxxxxxx (c) Any payments which are made to Licensor hereunder after the due date required therefore shall bear interest at the then current prime rate (or the maximum rate permissible by law, if less than the current prime rate) from the date such payments are due to the date of the payment. Licensor's demand. All amounts payable right hereunder to interest on late payments shall not preclude Licensor from exercising any of its other rights or remedies pursuant to this Agreement shall be in U.S. dollars onlyor otherwise with regard to Licensee's failure to make timely remittances.

Periodic Statements. Within thirty (30) days after the first day of the license perioda. On December 1, 2000, and promptly on the 15th day continuing by every March 1, June 1, September 1 and December 1 of every calendar month each year thereafter, Licensee shall LICENSEE will furnish to Licensor complete and accurate statementsLI a statement, certified as to be accurate by Licensee, or if a corporation, accuracy by an officer of LicenseeLICENSEE, showing specifying the sales volume base of each Licensed Product (itemized Net Sales by Club, product for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding most recent calendar month, together with any returns made during the preceding calendar monthyear quarter's period. Such statements shall be furnished to Licensor LI whether or not any of the Licensed Product(s) Products have been sold, or any payment is shown to be due Licensor, sold during the quarterly period in question. b. No more than once any single calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensoryear, and on upon at least thirty (30) days prior written notice to LICENSEE, LI may have an annual basis, a complete list independent certified public accountant acceptable to both LI and LICENSEE inspect the relevant financial records of Licensee's customers LICENSEE to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licensee. Receipt or acceptance by Licensor of any verify the accuracy of the statements furnished provided to LI pursuant to paragraph 6 a., above. In the event that the independent certified public accountant determines that there has been an error in the payments made by LICENSEE to LI, LICENSEE shall make any appropriate additional payment within thirty (30) days of receipt of written notification of the error by LI. All costs relating to the actions of the independent certified public accountant shall be borne by LI, unless the actual royalty payment due is determined to be more than 10% above that which was actually paid by LICENSEE to LI for the calendar quarter in question, in which case, the reasonable costs of the independent certified public accountant shall be paid by LICENSEE. The parties agree that the mutually acceptable independent certified public accountant chosen by the parties to inspect the relevant financial records will be reviewing confidential information of LICENSEE and shall not disclose to LI any details concerning the particulars of the financial records of LICENSEE, other than to advise LI as to whether the royalty payments made by LICENSEE to LI are correct, and the extent of the error in the payments made by LICENSEE, if any. c. LICENSEE agrees to maintain appropriate books and records relevant to the payments made pursuant to this Agreement for a period of two years following the period for which the payment was due, including for the two year period following the expiration or termination of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars onlyAgreement.

Periodic Statements. (a) Within thirty (30) days after the first day end of the license period, first fiscal quarter after the date of execution of the License Agreement and promptly on the 15th 25th day after the end of every calendar month each fiscal quarter thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume (i) number of each units; (ii) country in which manufactured, sold, distributed and/or to which shipped; (iii) Description (as such term is defined below) of the Licensed Product Products and/or Licensed Premiums; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, price or Net Purchase Price (if applicable); and (v) itemized deductions from gross sales price, price and net sales price of the Licensed Product(s(if applicable) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar monthfiscal quarter. Such statements shall be in such formats as Licensor shall reasonably require (which formats may be amended by Licensor from time to time) and shall be furnished to Licensor whether or not any of the Licensed Product(s) Products and/or Licensed Premiums have been sold, or any payment is shown distributed during fiscal quarters to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseerefer. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor officer of Licensee showing the sales volume (i) number of each units; (ii) country in which manufactured, sold, distributed and/or to which shipped; (iii) Description of the Licensed Product Products and/or Licensed Premiums; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, price or Net Purchase Price (if applicable); and (v) itemized deductions from gross sales price and net sales price (if applicable) of the Licensed Product(s) Products and/or Licensed Premiums covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand. For purposes of this Paragraph 5(a), the term "Description" shall mean a detailed description of the Licensor's demandLicensed Products and/or Licensed Premiums including the nature of each of the Licensed Products and/or Licensed Premiums, any and all names and likenesses, whether live actors or animated characters, from the Licensed Property utilized on the Licensed Products and/or Licensed Premiums and/or any related packaging and/or wrapping material, and any other components of the Licensed Property utilized on the Licensed Products and/or Licensed Premiums and/or any related packaging and/or wrapping material. All amounts payable pursuant to In the event Licensor is responsible for the payment of any additional third party participations based on Licensee not reporting by character name and likeness as provided above, Licensee shall be responsible for reimbursing Licensor for the full amount of all such third party claims, including without limitation the participation itself, interest, audit and reasonable attorneys' fees. Licensee understands and agrees that it is a material term and condition of this Agreement that Licensee include the Description on all statements. In the event Licensee fails to do so, Licensor shall be have the right to terminate this Agreement, in U.S. dollars onlyaccordance with the provisions of Paragraph 14 herein.

Periodic Statements. (a) Within thirty (30) days after the first day initial shipment of the license period, Licensed Products and/or Licensed Premiums and promptly on the 15th fifteenth (15th) day of every calendar month quarter thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume (i) number of each units; (ii) country in which manufactured, sold, distributed and/or to which shipped; (iii) Description (as such term is defined below) of the Licensed Product Products and/or Licensed Premiums; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, price or Net Purchase Price (if applicable); and (v) itemized deductions from gross sales price, price and net sales price of the Licensed Product(s(if applicable) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar monthquarter. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) Products and/or Licensed Premiums have been sold, or any payment is shown distributed during calendar quarters to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseerefer. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume (i) number of each units; (ii) country in which manufactured, sold, distributed and/or to which shipped; (iii) Description of the Licensed Product Products and/or Licensed Premiums; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, price or Net Purchase Price (if applicable); and (v) itemized deductions from gross sales price and net sales price (if applicable) of the Licensed Product(s) Products and/or Licensed Premiums covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand. For purposes of this Paragraph 5(a), the term "Description" shall mean a detailed description of the Licensor's demandLicensed Products and/or Licensed Premiums including the nature of each of the Licensed Products and/or Licensed Premiums, any and all names and likenesses, whether live actors or animated characters, from the Licensed Property utilized on the Licensed Products and/or Licensed Premiums and/or any related packaging and/or wrapping material, and any other components of the Licensed Property utilized on the Licensed Products and/or Licensed Premiums and/or any related packaging and/or wrapping material. All amounts payable pursuant to In the event Licensor is responsible for the payment of any additional third party participations based on Licensee not reporting by character name and likeness as provided above, Licensee shall be responsible for reimbursing Licensor for the full amount of all such third party claims, including without limitation the participation itself, interest, audit and attorneys' fees. Licensee understands and agrees that it is a material term and condition of this Agreement that Licensee include the Description on all statements. In the event Licensee fails to do so, Licensor shall be have the right to terminate this Agreement, in U.S. dollars onlyaccordance with the provisions of Paragraph 14 herein.

Periodic Statements. (a) Within thirty THIRTY (30) days after the first day initial shipment of the license period, Licensed Product(s) and promptly on the 15th thirtieth (30th) day of after every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing with respect to all Licensed Product(s) distributed and sold by Licensee during the sales volume preceding calendar month the number of each units, description of items sold (specifying the components of the Licensed Product (itemized by Club, for each applicable Property utilized and specifying the nature of the Licensed ProductProduct(s), gross sales price, price and itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, sold during the calendar months in to which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseerefer. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of on any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve TWELVE (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume number, description of each items sold specifying the components of the Licensed Product (itemized by Club, for each applicable Property utilized and nature of Licensed ProductProduct(s), gross sales price, price itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand. (b) The statements and payments required hereunder shall be delivered to: Warner Bros. Consumer Products 0000 Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxxxx 00000 Attn: Asst. Controller, Domestic Accounting (c) Licensee agrees to provide, in the event of material default in payment, at Licensor's request: (i) a letter of credit issued in favor of Licensor from a financial institution as approved by Licensor in an amount up to the Guaranteed Consideration; and/or (ii) such other form of security acceptable to Licensor. Licensee agrees to execute all documentation as Licensor may require in connection with perfecting such security interests. (d) Any payments which are made to Licensor hereunder after the due date required therefor, shall bear interest at the then current prime rate (or the maximum rate permissible by law, if less than the current prime rate) from the date such payments are due to the date of the payment. Licensor's demand. All amounts payable right hereunder to interest on late payments shall not preclude Licensor from exercising any of its other rights or remedies pursuant to this Agreement shall be in U.S. dollars onlyor otherwise with regard to Licensee's failure to make timely remittances.

Periodic Statements. (a) Within thirty (30) days after the first day initial shipment of the license period, Licensed Products and promptly on the 15th day of every calendar month thereafterthereafter commencing, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, Licensee showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price, and net sales price of the with respect to all Licensed Product(s) distributed and/or and sold by Licensee during the preceding calendar monthmonth the: (i) number by SKU number; (ii) wholesale list price; (iii) quantity and placement discounts and (iv) net sales price, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, sold during the calendar months in to which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseerefer. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late On a quarterly basis, concurrent with the furnishing of the statements described above, Licensee shall make payment penalties, if any, shall be made pursuant of royalties and provide such information on Licensed Product sales on a character by character basis as in then readily available to Paragraph 4B. Licensee in such form as Licensee compiles for its own use. Upon demand of Licensor, Licensee shall at its own expenseshall, but not more than once in any twelve TWELVE (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved officer of Licensee showing: (i) number by Licensor showing the sales volume of each Licensed Product SKU number; (itemized by Club, for each applicable Licensed Product), gross sales ii) wholesale list price, itemized deductions from gross sales price ; (iii) quantity and placement discounts; and (iv) net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars only.Agreement

Periodic Statements. Within thirty (30) days after the first day of the license period, and promptly on the 15th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licensee. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars only4.

Periodic Statements. (i) Within thirty (30) days after the first day close of each calendar quarter during the license period, and promptly on the 15th day term of every calendar month thereafterthis Agreement or any extension hereof, Licensee shall furnish to Licensor Licensor, a complete and accurate statements, statement certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, Licensee showing the sales volume of each Licensed Product (itemized by Clubnumber, for each applicable Licensed Product)description, gross sales price, itemized deductions from gross sales price, and net sales price gross receipts from the sale of the Licensed Product(s) Products distributed and/or sold by Licensee during the preceding calendar monthquarter, together with any returns made during the preceding calendar monthquarter. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) Products have been sold, sold during the preceding calendar quarter. (ii) Within sixty (60) days after the end of each calendar year during the term of this Agreement or any payment is shown to be due Licensorextension hereof, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licensee. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Licensed Product (itemized by Clubnumber, for each applicable Licensed Product)description, gross sales price, itemized deductions from gross sales price price, and net sales price gross receipts from the sale of the Licensed Product(s) covered by this Agreement Products distributed and/or sold by Licensee to during the date preceding calendar year, together with any returns made during the preceding calendar year, as shown on Licensee's business books and records. If such statement discloses any underpayment of royalties for that year, Licensee shall pay the amount of the underpayment to Licensor at the time of the statement required under this paragraph. Any overpayment shall be credited by Licensor to Licensee's account. (iii) All books and records maintained by Licensee relating to operations concerning this License shall be available for inspection by Licensor or any of its designated representatives at any reasonable, mutually agreeable time and Licensee shall cooperate with any person making such examination on behalf of Licensor's demand. All amounts payable pursuant to this Agreement books of account and records shall be in U.S. dollars onlykept available for at least two (2) years after the termination of this license.

Periodic Statements. Within thirty (30) days after the first day of the license period, and promptly on the 15th 30th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, allowable itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee or any Licensee Affiliate during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basisrequest of Licensor (but not more than once per calendar year during the license period), a complete list of Licensee's customers to whom Licensed Product(s) have been soldsold and corresponding information regarding distribution to such accounts. Licensor agrees that it will not divulge said customer list to any other licenseelicensee of Licensor, to any other competitor licensing organization, or to any competitor of Licensee, as identified by Licensee, except as required by law. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. 4(C). Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement statement, certified by an independent certified public accounting firm approved by Licensor Licensor, showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee and Licensee Affiliates to the date of the Licensor's demand. Licensee shall additionally provide, on Licensor's written request and at Licensee's cost, the audited financial statements for Licensee and/or any Licensee Affiliate for the requested year(s). All amounts payable pursuant to this Agreement shall be in U.S. dollars only.

Periodic Statements. Within thirty (30) days after the first day of the license period, and promptly on the 15th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, allowable itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basisrequest of Licensor (but not more than once per calendar year during the license period), a complete list of Licensee's customers to whom Licensed Product(s) have been soldsold and corresponding information regarding distribution of such accounts. Licensor agrees that it will not divulge said customer list to any other licenseelicensee of Licensor, to any other competitor licensing organization, or to any competitor of Licensee, as identified by Licensee, except as required by law. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. 4(C). Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee and Licensee Affiliates to the date of the Licensor's demand. Licensee shall additionally provide, on Licensor's written request and at Licensee's cost, the audited financial statements for Licensee and or any Licensee Affiliate for the requested year(s). All amounts payable pursuant to this Agreement shall be in U.S. dollars only.

Periodic Statements. Within thirty (30) days after the first day of the license period, and promptly on the 15th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basisupon request by Licensor, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not by divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licensee. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. 4.B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars only.

Periodic Statements. (A) Within thirty (30) days after the first day end of the license period, first calendar month after the date of execution of the License Agreement and promptly on the 15th 30th day after the end of every each calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing with respect to all Licensed Products distributed and sold by Licensee during the sales volume preceding calendar month the (I) number of each units; (ii) country in which manufactured, sold and /or to which shipped; (iii) Description (as such term is defined below) of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales priceprices, and (v) itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) licensed Products have been sold, or any payment is shown to be due Licensor, sold during the calendar months in to which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseerefer. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume (I) number of each units; (ii) country in which manufactured, sold and/or to which shipped; (iii) Description of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; and (v) itemized deductions from gross sales price and net sales price of the Licensed Product(s) Products covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand. For purposes of this Subparagraph, the term "Description" shall mean a detailed description of the Licensor's demandLicensed Products including the nature of each of the Licensed Products, any and all names and likenesses, whether live actors or animated characters, from the Licensed Property utilized on the Licensed Products and/or any related packaging and/or wrapping material, and any other components of the Licensed Property utilized on the Licensed Products and/or any related packaging and/or wrapping material. All amounts payable pursuant to In the event Licensor is responsible for the payment of any additional third party participations based on Licensee not reporting by character name and likeness as provided above, ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, INC. ----------------------------------- Licensee shall be responsible for reimbursing Licensor for the full amount of all such third party claims, including without limitation, the participation itself, interest, audit and attorneys' fees. Licensee understands and agrees that it is a material term and condition of this Agreement that Licensee include the Description on all statements. In the event Licensee fails to do so, Licensor shall be have the right to terminate this Agreement, in U.S. dollars onlyaccordance with the provisions of Paragraph 14 herein.

Periodic Statements. Within thirty (30) days after LICENSEE shall furnish LICENSOR, quarterly, commencing with the first day Royalty Quarter (as defined in Item 9 of Schedule A) following the license periodexecution of this Agreement and continuing until a final certification of wind-up is delivered, and promptly on with a detailed statement (the 15th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements"Quarterly Statement"), certified to be accurate by Licensee, or if a corporation, by an authorized officer of LicenseeLICENSEE, showing the sales volume of cumulatively and separately for each Licensed Product the following: (itemized by Cluba) the line, for each applicable Licensed Product)item, gross sales pricedesign, itemized deductions from gross sales pricenumber, description and net sales price of the Licensed Product(s) Products sold or distributed and/or sold by Licensee during the preceding calendar monthRoyalty Quarter, together with (b) any actual returns of the Licensed Products made during the preceding calendar monthRoyalty Quarter, and (c) the amount of payment due LICENSOR. Such statements Quarterly Statements shall be furnished to Licensor LICENSOR within ++++++ days after the end of the Royalty Quarter for which such Statement is made. In addition, LICENSEE shall furnish LICENSOR, annually, commencing with the first Royalty Year and continuing until a final certification of wind-up is delivered, with a detailed statement (the "Annual Statement"), certified to be accurate by an authorized officer of LICENSEE, showing cumulatively and separately for each Nautica Product the following: (i) the line, item, design, number, description and price of the Licensed Products sold or distributed during the preceding Royalty Year; (ii) any actual returns of Licensed Products made during the preceding Royalty Year; and (iii) the amount of payment due LICENSOR. Such Annual Statements shall be furnished to LICENSOR, within ++++++++++ days after the end of the Royalty Year for which such Statement is made and shall be accompanied by payment to LICENSOR of any amounts of royalty in excess of minimum royalties paid that may be due LICENSOR. The Quarterly and Annual Statements shall be furnished to LICENSOR whether or not there is any distribution or sales of Licensed Products during the preceding Royalty Quarter, and whether or not any amounts are then due LICENSOR. The failure or refusal of the Licensed Product(s) have been soldLICENSEE to timely furnish any Quarterly or Annual Statement or payments shall be deemed a substantial and material breach of this Agreement and shall entitle LICENSOR, or without any payment is shown to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list prejudice to any other licenseeright which LICENSOR may have under law, in contract or in equity for such breach, to any other competitor licensing organization, or to any competitor of Licenseeterminate the License. Receipt The receipt or acceptance by Licensor LICENSOR of any of the statements Quarterly or Annual Statements furnished pursuant to this Agreement hereto or of any sums payments made hereunder (or the cashing of any checks paid hereunder hereunder) shall not preclude Licensor LICENSOR from questioning the correctness thereof at any time, and in . In the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments payment shall immediately be made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars onlyLICENSEE.

Periodic Statements. (a) Within thirty (30) days after the first day initial shipment of the license period, Licensed Products and promptly on the 15th thirtieth (30th) day of every calendar month quarter thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, broken down into the categories set forth in Paragraph 4. (c) and showing with respect to all Licensed Products distributed and sold by Licensee during the sales volume preceding calendar quarter the (i) number of each units; (ii) country in which manufactured, sold and/or to which shipped; (iii) Description (as such term is defined below) of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; and (v) itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar monthquarter. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) Products have been sold, or any payment is shown sold during calendar quarters to be due Licensor, during the calendar months in which such statements are duerefer. Licensee shall furnish also include with each quarterly statement a statement which shows the amounts spent during such quarter with respect to Licensor sufficient background information so the Promotional Commitment as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(sdefined in Paragraph 1. (m) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licensee(i). Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume (i) number of each units; (ii) country in which manufactured, sold and/or to which shipped; (iii) Description of the Licensed Product Products; (itemized by Club, for each applicable Licensed Product), iv) gross sales price, ; and (v) itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars only.price

Periodic Statements. (a) Within thirty THIRTY (30) days after the first day initial shipment of the license period, Licensed Product(s) and promptly on the 15th thirtieth (30th) day of after every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing with respect to all Licensed Product(s) distributed and sold by Licensee during the sales volume preceding calendar month the number of each units, description of items sold (specifying the components of the Licensed Product (itemized by Club, for each applicable Property utilized and specifying the nature of the Licensed ProductProduct(s), gross sales price, price and itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, sold during the calendar months in to which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseerefer. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve TWELVE (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume number, description of each items sold specifying the components of the Licensed Product (itemized by Club, for each applicable Property utilized and nature of Licensed ProductProduct(s), gross sales price, price itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand. (b) The statements and payments required hereunder shall be delivered to: Warner Bros. Consumer Products 0000 Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxxxx 00000 Attn.: Asst. Controller, Domestic Accounting (c) Licensee agrees to provide, in the event of a material default in payment, at Licensor's request: (i) a letter of credit issued in favor of Licensor from a financial institution as approved by Licensor in an amount up to the Guaranteed Consideration; and/or (ii) such other form of security acceptable to Licensor. Licensee agrees to execute all documentation as Licensor may require in connection with perfecting such security interests. (d) Any payments which are made to Licensor hereunder after the due date required therefor, shall bear interest at the then current prime rate (or the maximum rate permissible by law, if less than the current prime rate) from the date such payments are due to the date of the payment. Licensor's demand. All amounts payable right hereunder to interest on late payments shall not preclude Licensor from exercising any of its other rights or remedies pursuant to this Agreement shall be in U.S. dollars onlyor otherwise with regard to Licensee's failure to make timely remittances.

Periodic Statements. (a) Within thirty THIRTY (30) days after the first day initial shipment of the license period, Licensed Product(s) and promptly on the 15th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, statements certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing with respect to all Licensed Product(s) distributed and sold by Licensee during the sales volume preceding calendar month the number of each units, description of items sold (specifiying the components of the Name and Character utilized and specifiying the nature of the Licensed Product (itemized by Club, for each applicable Licensed ProductProduct(s), gross sales price, price and itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made make during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, sold during the calendar months in to which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licenseerefer. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its it's own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor accountant showing the sales volume number, description of each items sold specifying of the Name and Character utilized and nature of Licensed Product (itemized by Club, for each applicable Licensed ProductProduct(s), gross sales price, price itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand. (b) The statements and payments required hereunder shall be delivered to: Warners Bros. Consumer Products Domestic Accounting 4000 Warner Boulevard Tower - 11th Floor Burxxxx, Xxxxxxxxxx 00022 (c) Licensee agrees to provide, in the event of a material default in payment, at Licensor's request: (i) a letter of credit issued in favor of Licensor from a financial institution as approved by Licensor in an amount up to the Guaranteed Consideration; and /or (ii) such other form of security acceptable to Licensor. Licensee agrees to execute all docuemnentation as Licensor may require in connection with perfecting such security interests. (d) Any payments which are made to Licensor hereunder after the due date required therefore, shall bear interest at the then current prime rate (or the minimum rate permissible by law, if less than the current prime rate) from the date such payments are due to the date of the payment. Licensor's demand. All amounts payable right hereunder to interest on late payments shall not preclude Licensor from exercising any of its rights or remedies pursuant to this Agreement shall be in U.S. dollars onlyor otherwise with regard to Licensee's failure to make timely remittances.

Periodic Statements. Within thirty (30) days after the first day initial shipment of the license periodLicensed Product(s), and promptly on the 15th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price, and net sales price of the Licensed Product(s) distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) have been sold, or any payment is shown to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licensee. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product), gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars only.Paragraph

Periodic Statements. Within thirty (30) days after the first day of the license periodTerm, and promptly on the 15th day of every calendar month thereafter, Licensee shall furnish to Licensor complete and accurate statements, certified to be accurate by Licensee, or if a corporation, by an officer of Licensee, showing the sales volume of each the Licensed Product (itemized by Club, for each applicable Licensed Product)Products, gross sales price, itemized deductions from gross sales price, and net sales price of the Licensed Product(s) Products distributed and/or sold by Licensee during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to Licensor whether or not any of the Licensed Product(s) Products have been sold, or any payment is shown to be due Licensor, during the calendar months in which such statements are due. Licensee shall furnish to Licensor sufficient background information so as to make such statements intelligible to Licensor, and on an annual basis, a complete list of Licensee's customers to whom Licensed Product(s) Products have been sold. Licensor agrees that it will not divulge said customer list to any other licensee, to any other competitor licensing organization, or to any competitor of Licensee. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payment penalties, if any, shall be made pursuant to Paragraph 4B. 4. Upon demand of Licensor, Licensee shall at its own expense, but not more than once in any twelve (12) month period, furnish to Licensor a detailed statement certified by an independent certified public accounting firm approved by Licensor showing the sales volume of each Licensed Product (itemized by Club, for each applicable Licensed Product)Products, gross sales price, itemized deductions from gross sales price and net sales price of the Licensed Product(s) Products covered by this Agreement distributed and/or sold by Licensee to the date of the Licensor's demand. All amounts payable pursuant to this Agreement shall be in U.S. dollars only.