Common use of Records and Audits Clause in Contracts

Records and Audits. (a) Each Party shall, in accordance with applicable Law, maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided under this Agreement in accordance with its standard accounting practices and procedures. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period of three (3) years from the close of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact of such procedures.

Records and Audits. (a) Each Party shall6.6.1 Corvus shall keep, and shall cause its Sublicensees and its and their Affiliates to keep, complete and accurate books and financial records [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. containing all data necessary for the calculation of the amounts payable by Corvus pursuant to this Agreement, which books and financial records shall be kept in accordance with applicable LawUnited States GAAP, maintain complete consistently applied, and accurate shall be retained by Corvus, its Sublicensees and its and their Affiliates as appropriate, until [***] after the end of the calendar year to which they relate. 6.6.2 Upon the written request of Vernalis, Corvus shall permit (and shall use reasonable endeavours to procure that its Sublicensees and its and their Affiliates shall permit) an independent certified public accounting firm of internationally recognised standing selected by Vernalis, and reasonably acceptable to Corvus, to inspect and audit, during normal business hours and upon reasonable prior written notice, such of the records of all booksCorvus, recordsits Sublicensees and its or their Affiliates as may be reasonably necessary to verify the accuracy of the reports provided in accordance with Clause 6.6.1; provided that Vernalis shall not have the right to inspect or audit records for any calendar year more than once or records more than [***] old [***]. If such accounting firm concludes that Corvus owed additional amounts to Vernalis during such period, receiptsCorvus shall pay Vernalis the difference between the amount actually owed, invoices, reportsas determined by the accounting firm, and other documents and information relating the amount actually paid by Corvus, with interest calculated in accordance with Clause 6.6.3 from the date originally due to the Services date of payment, [***] after the date on which such accounting firm’s written report is delivered to Corvus. If the accounting firm determines that there has been an underpayment of more than [***], Corvus shall bear all costs related to such audit otherwise Vernalis shall bear the cost of such audit. All books and Facilities financial records made available for inspection or audit shall be deemed to be Corvus’ or its Sublicensees’ Confidential Information. For the avoidance of doubt, any such independent accounting firm shall, prior to such inspection, enter into a non-disclosure agreement in a form reasonably acceptable to Corvus and its Sublicensees. The accounting firm shall disclose to the Parties whether or not the payment in question was accurately calculated by Corvus and the specific details concerning any discrepancies but no other information shall be provided to Vernalis. 6.6.3 Any payment that is not paid on the date such payment is due under this Agreement in accordance with its standard accounting practices and procedures. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, bear interest at a rate equal to the Recipient lesser of [***] and its auditors for a period [***], calculated on the number of days such payment is delinquent, compounded monthly. For the purposes of this Agreement “LIBOR” shall mean the three (3) years from the close of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested month London Interbank Offered Rate as calculated by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (British Bankers’ Association or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably LIBOR ceases to be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptionsavailable, the Provider will provide the Recipient base rate of a reasonable opportunity to evaluate the impact of such proceduresLondon bank selected by Vernalis.

Records and Audits. (a) Each Party shall25.1 Supplier agrees and undertakes that, in accordance connection with applicable Law, maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided under this Agreement and in accordance connection with any other business transactions involving Cummins, Supplier shall: (i) maintain books and records that accurately and in reasonable detail demonstrate its standard accounting practices compliance with this Agreement; (ii) upon Cummins provision of reasonable notice, allow Cummins the right during the Term of this Agreement and procedures. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period of three six (36) years from following the close expiration or termination of each fiscal year of the Provider this Agreement or as required under Applicable Laws to audit Supplier to monitor Supplier’s compliance with this Agreement, including by reviewing books and records, conducting site visits, or interviewing personnel during which Services or Facilities were provided Supplier’s normal business hours; and (iii) take commercially reasonable steps may be needed to ensure that any Person providing Products (or for such longer periodpart thereof) on behalf of Cummins under this Agreement cooperate fully in the event that Cummins decides to audit Supplier’s compliance with this Agreement including by agreeing to be interviewed by Cummins or its designated legal or other professional advisors, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect except to the provision of Services extent such person(s) have a right to decline such interview(s) under Applicable Laws. All costs and Facilities or expenses incurred by Cummins in connection with an external its exercise of audit rights shall be the sole responsibility of the RecipientCummins. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01For certainty, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books Cummins acknowledges and records concerning such invoices agrees that any right to review and the Services audit Supplier under this Agreement is limited by and Facilities available for inspection by such Persons as the Recipient designates as its authorized representativessubject to Applicable Laws; and (b) give Recipient’s authorized representatives reasonable access during regular business hours Cummins acknowledges and agrees that Supplier shall have no obligation to facilitiesdisclose any confidential or commercially sensitive data, officerspricing, employees and costing, proprietary, or other representatives of the Provider. If a third-party audit conducted similar information or data to Cummins unless required by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities Applicable Laws to disclose such that the Recipient could not reasonably be expected information to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given ServiceCummins. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. 25.2 In the event that Cummins has a good faith belief that Supplier may not be in compliance with the Provider reasonably determines that look-back procedures will be required for audit testing exceptionsrequirements set out in this Agreement, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact Cummins shall advise Supplier in writing of such proceduresits good faith belief, and Supplier shall cooperate in good faith with any and all inquiries undertaken by Cummins, including by making available Supplier personnel and supporting documents.

Records and Audits. (a) Each Party shall, in accordance In a manner consistent with Seller’s record retention policy and applicable Law, Seller shall, and shall cause its subsidiaries to, maintain complete detailed books and accurate records of all booksthe Services provided hereunder and reasonable supporting documentation of the costs on which the fees charged to Buyer hereunder have been based. Buyer shall have the right, records, receipts, invoices, reports, at its sole cost and other documents and information relating expense (subject to the Services and Facilities provided under last sentence of this Agreement in accordance with its standard accounting practices and procedures. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hoursSection 5.5), to have the Recipient applicable books and its auditors for records of Seller (i) reviewed by Buyer from time to time during the Term, and/or (ii) audited by a period of three (3) years from nationally recognized independent certified public accountant, mutually selected by the close of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer periodParties, if required under applicable provisions of the Internal Revenue Code or the Tax Act)appropriate confidentiality provisions, for the purposes purpose of verifying invoices submitted with respect to the provision accuracy of Services all fees and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a thirdout-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance of-pocket cost calculations under this Agreement; provided, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the that any such audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed conducted no more than twice and shall be conducted, in each case, upon at least thirty (x30) days’ advance notice; provided, further, that no review or audit shall be conducted outside of normal business hours or in a manner that will not interferes unreasonably interfere with Seller’s business. The results of any such audit shall be binding on the normal business operations of the Provider Parties absent manifest error, and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect shall be delivered in writing to each ServiceParty. Any underpayment or overbilling determined by such audit shall promptly be paid by Buyer or refunded by Seller, unless otherwise requested in writing by as applicable, plus interest at a rate of simple interest per annum equal to the RecipientLate Payment Interest Rate, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of from the date of this Agreement; and (ii) any such underpayment or overbilling. Notwithstanding the Provider will ensure the Recipient specific transaction remain foregoing, in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that Buyer elects to exercise its right to conduct an audit pursuant to this Section 5.5 prior to the Provider reasonably determines that look-back procedures will end of the Term, Buyer shall be required to reimburse Seller for all reasonable and direct costs and expenses incurred by Seller in connection with any such audit testing exceptionsunless it is determined that there was an overbilling in an amount equal to or greater than one hundred fifty thousand dollars ($150,000) in the aggregate by Seller, the Provider will provide the Recipient a in which case Seller shall be required to reimburse Buyer for all reasonable opportunity to evaluate the impact of and direct costs and expenses associated with such proceduresaudit.

Records and Audits. (a) Each Party shallUpon reasonable prior notice by the Managing Member, in accordance with applicable Lawthe Custodian agrees to afford the Managing Member, maintain complete and accurate records the relevant Manager, the Administrator, the Board of all booksGovernors of the Federal Reserve System, records, receipts, invoices, reports, the United States Department of the Treasury and other documents governmental oversight entities and information relating to the Services and Facilities provided under this Agreement in accordance with its standard accounting practices and procedures. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period of three (3) years from the close of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its their respective authorized representatives; and (b) give Recipient’s authorized representatives agents reasonable access during regular normal business hours to facilities, officers, employees and other representatives make examinations of the ProviderRecords (as defined below) and to cause its personnel to assist in any such examinations of such records and allow copies of such records to be made. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit Such examinations will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) conducted in a manner that will does not unreasonably interfere with the normal business operations or employee relations of the Provider and otherwise Custodian. The Custodian shall, at the Managing Member or the relevant Manager’s request, supply the Managing Member or the relevant Manager with a minimum tabulation of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing securities owned by the RecipientBorrower and held by the Custodian and shall, when requested to do so by the Managing Member or the relevant Manager and for such compensation as shall be agreed upon between the Borrower and the Custodian, include certificate numbers in such tabulations. In addition, at the request of the Borrower, the Custodian will meet with one or more of the Managing Member’s directors or designated staff at a mutually agreeable time to discuss matters that fall within the scope of this engagement. Except as otherwise directed by the Managing Member, for the duration that each Service is term of this Agreement, the Custodian shall keep and retain and make easily accessible all information, materials and records (collectively, “Records”) in whatever format which it has or which comes into its possession in connection with the transaction and the services provided under this Agreement: , in each case to the extent consistent with the Custodian’s internal records and maintenance and records retention policy, provided that prior to any destruction of any Records by the Custodian in accordance with such policy, the Custodian shall notify the Managing Member and provide the Managing Member with an opportunity to take possession of such Records from the Custodian. Upon the termination of this Agreement or its services hereunder, the Custodian and the Managing Member shall, in good faith, agree on the timing and mechanism for transferring all Records to, or as directed by, the Managing Member. In transferring such Records, the Custodian shall provide an Officer’s Certificate certifying as to whether (ia) it has kept and retained the Records in accordance with the requirements set forth herein and (b) the Provider will Records being transferred represent all of the Records that have not been previously delivered or destroyed in compliance with this paragraph. Notwithstanding the foregoing, the Custodian may make and retain copies of Records to satisfy existing internal audit, compliance or record retention requirements, provided that the Officer’s Certificate includes information as to the copies of Records that it is retaining. In addition to the Records, the Custodian shall maintain books and records that relate to the Custodian’s performance of its obligations under the Agreement and its operations and controls relevant to its performance of the Agreement, including documents and materials that support the books and records and the Custodian’s relevant policies and procedures (collectively, “Records of Operations”). Records of Operations include records relating to the Custodian’s information technology and communications systems and information security. The Custodian shall retain the Records of Operations and make them available to the Borrower and the Managing Member for audit or review during the term of the Agreement and thereafter for two years. If any review, audit, investigation, or litigation is pending when such period would otherwise end, the Custodian shall continue to operate retain the controls Records of Operations until the review, audit, investigation, or litigation is closed. The Custodian may retain Records of Operations in any format as long as they remain accessible for review and perform audit in accordance with this Section. The Borrower or the corresponding testing for such Service in the same manner as is performed as Managing Member may conduct compliance reviews and audits using employees, agents, representatives, contractors, or designees of the date Managing Member or of the Board of Governors. The Custodian shall make Records of Operations available to the Borrower and the Managing Member for review or audit during normal business hours, and the Custodian shall cause its personnel to assist in any such examinations of such records and allow copies of such records to be made. The Custodian shall bear the expense of compiling Records of Operations for review and audit, and the Custodian shall allow the Borrower or the Managing Member to make copies of all Records of Operations the Borrower or the Managing Member determines necessary or useful. Otherwise, the Borrower or the Managing Member shall conduct compliance reviews and audits at the Borrower’s expense. The Custodian shall provide reasonable assistance at no extra charge. Notwithstanding the audit and inspection rights conferred by this section 7, the Custodian reserves the right to impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by the Borrower or the Managing Member so as to prevent or minimize any potential impairment or disruption of the Custodian’s operations, distraction of its personnel or breaches of security or confidentiality. The provisions of this Agreement; Section 7 shall survive the termination of this Agreement until the Records have been transferred as provided in this Section and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations period for Service applicable controls, such that transactions will be eligible for selection review and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact of such proceduresexpires.

Records and Audits. (a) Each Party shall27.1 Supplier agrees and undertakes that, in accordance connection with applicable Law, maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided under this Agreement and in accordance connection with any other business transactions involving Cummins, Supplier shall: (i) maintain books and records that accurately and in reasonable detail demonstrate its standard accounting practices compliance with this Agreement; (ii) upon Cummins provision of reasonable notice, allow Cummins the right during the Term of this Agreement and procedures. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period of three six (36) years from following the close expiration or termination of each fiscal year of the Provider this Agreement or as required under Applicable Laws to audit Supplier to monitor Supplier’s compliance with this Agreement, including by reviewing books and records, conducting site visits, or interviewing personnel during which Services or Facilities were provided Supplier’s normal business hours; and (iii) take commercially reasonable steps may be needed to ensure that any Person providing Products (or for such longer periodpart thereof) on behalf of Cummins under this Agreement cooperate fully in the event that Cummins decides to audit Supplier’s compliance with this Agreement including by agreeing to be interviewed by Cummins or its designated legal or other professional advisors, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect except to the provision of Services extent such person(s) have a right to decline such interview(s) under Applicable Laws. All costs and Facilities or expenses incurred by Cummins in connection with an external its exercise of audit rights shall be the sole responsibility of the RecipientCummins. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01For certainty, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books Cummins acknowledges and records concerning such invoices agrees that any right to review and the Services audit Supplier under this Agreement is limited by and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; subject to Applicable Laws, and (b) give Recipient’s authorized representatives reasonable access during regular business hours Cummins acknowledges and agrees that Supplier shall have no obligation to facilitiesdisclose any confidential or commercially sensitive data, officerspricing, employees and costing, proprietary, or other representatives of the Provider. If a third-party audit conducted similar information or data to Cummins unless required by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities Applicable Laws to disclose such that the Recipient could not reasonably be expected information to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given ServiceCummins. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. 27.2 In the event that Cummins has a good faith belief that Supplier may not be in compliance with the Provider reasonably determines that look-back procedures will be required for audit testing exceptionsrequirements set out in this Agreement, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact Cummins shall advise Supplier in writing of such proceduresits good faith belief, and Supplier shall cooperate in good faith with any and all inquiries undertaken by Cummins, including by making available Supplier personnel and supporting documents.

Records and Audits. (a) Each Party shall, in accordance with applicable Law, maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided under this Agreement in accordance with its standard accounting practices and procedures. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period of three (3) years from the close of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act)provided, for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overchargeovercharge plus interest thereon at a rate equal to the “Prime Rate” as reported on the date of payment in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual number of days elapsed between the end of the original payment date and the date the amount is credited or refunded. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact of such procedures.

Records and Audits. (a) Each Party shallAs applicable, in accordance with applicable LawMINERALYS shall keep, maintain complete and shall cause its Affiliates and Sublicensees to keep, full and accurate records and books of account containing all booksparticulars that is necessary for the purpose of calculating Net Sales or other payments due to MTPC pursuant to this Agreement. Such books of account, recordswith all necessary supporting data, receiptsshall be kept by MINERALYS at its place of business or at another location under its control for the longer of (i) [***] or (ii) as required under applicable law, invoicesfollowing the end of the calendar year to which each shall pertain. MINERALYS shall permit an independent nationally recognized accounting firm selected by MTPC and reasonably acceptable to MINERALYS, reportswhich acceptance shall not be unreasonably withheld, delayed or conditioned, to have access after reasonable advance notice and other documents during normal business hours to such records as may be reasonably necessary to verify the accuracy of MINERALYS’s reports of Net Sales as provided herein. All such verifications shall be conducted at the expense of MTPC and information relating not more than [***] and [***] period after the expiration or termination of this Agreement. In the event such accounting firm concludes that adjustments should be made in MINERALYS’s favor, then MINERALYS shall have a credit against future royalties payable to MTPC, or be promptly reimbursed by MTPC if no future royalties are payable to MTPC, such as at the end of the Royalty Term, in the amount of the overpayment. In the event such accounting firm concludes that adjustments should be made in MTPC’s favor, then the amount of the underpayment plus accrued interest at a rate announced by [***] as its prime rate in effect on the date that such payment was first due plus [***] per annum shall be paid by MINERALYS within [***] of the date MINERALYS receives MTPC’s accounting firm’s written report so concluding, unless MINERALYS has a good faith dispute as to the Services and Facilities provided under this Agreement conclusions set forth in accordance such written report, in which case MINERALYS shall provide written notice to MTPC within such [***] period of the nature of its disagreement with its standard MTPC’s accounting practices and proceduresfirm’s written report. The Provider Parties shall retain such booksthereafter, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period of three (3) years from [***], attempt in good faith to resolve such dispute and if they are unable to do so then the close matter will be submitted to dispute resolution in accordance with Section 16.7 hereof. The fees charged by such accounting firm shall be paid by MTPC unless the audit discloses that adjustments in favor of each fiscal year MTPC for the period are [***] or more of the Provider aggregate amount paid or payable by MINERALYS to MTPC during the applicable period, in which Services or Facilities were provided (or case MINERALYS shall pay the reasonable fees and expenses charged by such accounting firm within [***] after receipt of the invoice for such longer period, if required audit. The Parties agree that all information subject to review under applicable provisions this Section 3.8 is Confidential Information of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect MINERALYS and that MTPC shall cause its accounting firm to retain all such information subject to the provision substantially similar confidentiality restrictions of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given ServiceArticle 12 hereof. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact of such procedures.

Records and Audits. MERCK will keep and maintain (a) Each Party shall, in accordance with applicable Law, maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided under this Agreement in accordance with its standard accounting practices and procedures. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hoursand, to the Recipient extent applicable, will cause its AFFILIATES and their respective sublicensees, distributors, assignees and transferees to keep and maintain) proper and complete records and books of account in such form and detail as is necessary for the determination of the amounts payable by MERCK (on behalf of itself and its auditors AFFILIATES and their respective sublicensees, distributors, assignees and transferees) to ONCOTHYREON under this AGREEMENT. MERCK shall at least once in each calendar year during normal business + DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION hours upon thirty (30) days prior written notice from ONCOTHYREON make those records (and, to the extent applicable, those of its AFFILIATES and their respective sublicensees, distributors, assignees and transferees) available for audit by an internationally recognized accounting firm designated by ONCOTHYREON (except one to which MERCK shall have objection, acting reasonably and provided such accounting firm agrees to enter into a confidentiality agreement with the audited party which provides protection for confidential information which is similar to that provided under article 8 of this AGREEMENT) for the sole purpose of, and MERCK will only be required to disclose information related to, verifying such payments, revenues, NET SALES, costs, expenses and deductions and the correctness of calculations and classifications in respect thereof. MERCK shall preserve (and, to the extent applicable, will cause its AFFILIATES and their respective sublicensees, distributors, assignees and transferees to preserve) such records made in any calendar year for a period of three seven (37) years from following the close of each fiscal year that calendar year. Results of the Provider during which Services or Facilities were provided (or for any such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may examination shall be made available to the Provider. In recognition that audits are disruptive each of ONCOTHYREON and should be avoided if possibleMERCK, audits but all backup documentation and data shall be performed (x) in a manner that will not unreasonably interfere with made available only to such accounting firm for use only on the normal business operations premises of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controlsaudited party. In the event that such audit discloses that the Provider reasonably determines actual royalties or other amounts payable by MERCK to ONCOTHYREON are greater than the royalties or other amounts paid by MERCK, then MERCK shall pay to ONCOTHYREON any additional royalties and other amounts based on the results disclosed by such audit. In the event that look-back procedures will be required such audit discloses that the actual royalties or other amounts payable by MERCK to ONCOTHYREON are less than the royalties or other amounts paid by MERCK, then ONCOTHYREON shall reimburse MERCK for audit testing exceptions, any such overpayment based on the Provider will provide the Recipient a reasonable opportunity to evaluate the impact results disclosed by such audit. The cost of such proceduresaudit shall be borne by ONCOTHYREON unless such audit discloses that the actual royalties and other amounts payable by MERCK to ONCOTHYREON are greater by five percent (5%) or more than the royalties and other amounts paid by MERCK, in which case MERCK shall be responsible for payment of all reasonable costs of such audit.

Records and Audits. (a) Each Party shall, in accordance with applicable Law, 9.1 AAI DS agrees to maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided performed under this Agreement in accordance with its standard accounting practices and proceduresthe FDA archival guidelines. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably availableUpon reasonable prior written notice (not less than fifteen (15) Business Days), during ordinary regular business hours, and at mutually agreed upon times, Purchaser may, at its own cost and expense, review one time each calendar year AAI DS's quality control procedures and records, and review the records of AAI DS relating to the Recipient Services performed and expenses incurred to assure compliance with all provisions of this Agreement, in each case with a representative of AAI DS present. If Purchaser determines in its auditors for a period reasonable judgment that AAI DS's quality control procedures and records are not satisfactory or identifies significant deficiencies or problems with such records or expenses, Purchaser reserves the right to perform additional visits until remedied. 9.2 In the event of three (3) years from an inspection by any governmental or regulatory agency concerning the close Services performed hereunder, AAI DS shall notify Purchaser promptly upon learning of each fiscal year such an inspection, shall supply Purchaser with copies of any correspondence or portions or correspondence relating to Purchaser's materials and shall inform Purchaser of the Provider during which Services or Facilities were provided (or general findings and outcomes of such inspections. Purchaser shall reimburse AAI DS for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services actual time and Facilities or reasonable expenses incurred by AAI DS in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient any inspection pursuant to this Section 3.019.2 to the extent the inspection is directly related to the Services performed by AAI DS on behalf of Purchaser. AAI DS shall provide Purchaser with an invoice detailing such time and expenses. AAI DS shall invoice Purchaser at its then current rates applicable at the time of such review. Purchaser shall also be invoiced for any incidental expenses AAI DS incurs resulting from such review. Payment of such invoice shall be in accordance with Section 3.8 herein. Notwithstanding the foregoing, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably inspection determines that look-back procedures will Services were not in material compliance with any Applicable Law, Purchaser shall not be required obligated to make any payments for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity any expenses related to evaluate the impact of such proceduresinspection.

Records and Audits. (a) Each Party shallwill keep, in accordance with applicable Lawand will cause each of its Affiliates and Sublicensees to maintain, maintain complete and accurate books and records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services rights and Facilities provided obligations under this Agreement and any amounts payable to BIND in accordance with its standard accounting practices and procedures. The Provider relation to this Agreement or payable by Pfizer in relation to FTE reimbursement, which records shall retain such books, records, receipts, contain sufficient information to permit the relevant Party to confirm the accuracy of any reports or invoices and other documents and information and make them reasonably available, during ordinary business hours, delivered to the Recipient other Party and its auditors for a period compliance in other respects of this Agreement. For the three (3) years from next following the close of each fiscal year end of the Provider calendar quarter to which each will pertain, such books and records will be kept at each of their principal place of business and will be open for inspection upon thirty (30) days prior notice by an independent certified accounting firm of nationally recognized standing selected by the relevant Party and reasonably acceptable to the other Party to examine, at the relevant Party’s sole expense, the relevant books and records of the other Party and its Affiliates as may be reasonably necessary to verify any reports and payments made under this Agreement. An examination by a Party under this Section 8.12(e) shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than three (3) years before the date of the request. The accounting firm shall be provided access to such books and records at a Party’s or its Affiliates’ facility(ies) where such books and records are normally kept and such examination shall be conducted during which Services such Party’s normal business hours. Such accountant must have executed and delivered to the audited Party a confidentiality agreement as reasonably requested by such audited Party. Upon completion of the audit, the accounting firm shall provide both Pfizer and BIND a written report disclosing any discrepancies in the reports submitted by Pfizer or Facilities were BIND, as applicable, or the payments and reimbursements made by Pfizer to BIND, and, in each case, the specific details concerning any discrepancies. No other information shall be provided (or for to the auditing Party. The results of such longer periodinspection, if required under applicable provisions of any, will be binding on both Parties. Any *** Certain information on this page has been omitted and filed separately with the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted Commission. Confidential treatment has been requested with respect to the provision omitted portions. underpayments will be paid by Pfizer within sixty (60) days of Services and Facilities or in connection with an external audit notification of the Recipientresults of such inspection. As Any overpayments by Pfizer will be creditable against amounts payable in subsequent payment periods and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning if there are no such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreementpayments payable, then the Provider promptly will refund) the Recipient for BIND shall pay to Pfizer the amount of the overchargediscrepancy within sixty (60) days of notification of the results of such inspection. The costs of the audit auditing Party will be borne by the Recipientpay for such inspections, and upon request the audit may be made available to the Provider. In recognition except that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as event there is performed as any upward adjustment in aggregate amount of royalties payable by Pfizer for any calendar year shown by such inspection of more than [***] of the date amount paid, Pfizer will reimburse BIND for any reasonable costs and expenses of this Agreement; such accountant, and (ii) in the Provider will ensure the Recipient specific transaction remain event there is any downward adjustment in testing populations aggregate amount of FTE reimbursement payable by Pfizer for Service applicable controls, any calendar year shown by such that transactions will be eligible for selection and testing by the internal audit function in respect inspection of more than [***] of the Sxxxxxxx-Xxxxx Act of 2002. The Provider amount paid, BIND will promptly notify the Recipient of reimburse Pfizer for any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact costs and expenses of such proceduresaccountant.

Records and Audits. (a) Each Party shall, in accordance with applicable Law, 9.1 AAI agrees to maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided performed under this Agreement in accordance with its standard accounting practices the United States Food and proceduresDrug Administration’s (“FDA”) archival guidelines. The Provider shall retain Client may review the records of AAI relating to the Services performed and expenses incurred to assure compliance with all provisions of this Agreement, provided that such books, records, receipts, invoices inspection may take place (i) only upon reasonable prior written notice and other documents and information and make them reasonably available, during ordinary regular business hours, and (ii) at the Client’s sole cost and expense. The Client shall be invoiced for any reasonable and actual incidental expenses AAI incurs resulting from any such review, to the Recipient extent such review exceeds two (2) business days each calendar year. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 9.2 Upon reasonable prior written notice (not less than fifteen (15) business days) and its auditors for a period of three (3) years from the close of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilitiesthe Client may, officersat its own cost and expense, employees review AAI’s quality control procedures and other representatives records, with a representative of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overchargeAAI present. The costs of the audit will Client shall be borne by the Recipientinvoiced for any reasonable and actual incidental expenses AAI incurs resulting from such review, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed extent such review exceeds one (x1) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for review each given Servicecalendar year. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. 9.3 In the event that of an inspection by any governmental or regulatory authority concerning the Provider reasonably determines that look-back procedures will be required for audit testing exceptionsServices performed hereunder, AAI shall notify the Provider will provide the Recipient a reasonable opportunity to evaluate the impact Client promptly upon learning of such proceduresan inspection, shall supply the Client with copies of any correspondence or portions or correspondence relating to the Services and shall inform the Client of the general findings and outcomes of such inspections. The Client shall be invoiced for any reasonable and actual incidental expenses AAI incurs resulting from such review.

Records and Audits. (a) Each Party shall, in accordance with applicable Law, a. Supplier shall maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Work and the performance of this Agreement. AT&T through its external, independent auditors and governmental authorities shall have the right, upon reasonable notice, to review such records (“AT&T Audits”), to verify the following: i. the accuracy and integrity of Supplier’s invoices and AT&T’s payment obligations hereunder; ii. that the Work charged for was actually performed; iii. that the Services have been and Facilities are being provided under in accordance with this Agreement Agreement; iv. the integrity of Supplier’s systems that process, store, support, maintain, and transmit AT&T data; v. the performance of Supplier’s Subcontractors with respect to any portion of the Services; and vi. that Supplier and its Subcontractors are complying with Laws in accordance with its standard accounting practices obligations under this Agreement. b. Upon reasonable request, Supplier shall provide and proceduresshall require that its Subcontractors provide to AT&T, its external auditors, and governmental authorities, access, at all reasonable times and in a manner designed to not unreasonably interrupt the ordinary business operations of Supplier or its Subcontractors, to: i. any facility at which the Services or any portion thereof are being performed; ii. The Provider shall retain such books, systems and assets used to provide the Services or any portion thereof; iii. Supplier employees and Subcontractor employees providing the Services or any portion thereof; and iv. all relevant Supplier and Subcontractor records, receipts, including financial records relating to the invoices and other documents payment obligations and information and make them reasonably availablesupporting documentation, during ordinary business hours, pertaining to the Recipient Services. AT&T’s access to the records and other supporting documentation shall include the right to inspect and photocopy Supplier’s documentation and the documentation of its Subcontractors, and the right to inspect copies thereof outside of their physical location with appropriate safeguards, if such inspection is deemed reasonably necessary by AT&T. c. AT&T Audits may be conducted once a year (or more frequently if requested by governmental authorities who regulate AT&T’s business, if required by applicable Law or if auditors require follow-up access to complete audit inquiries or if an audit uncovers any problems or deficiencies), upon at least twenty (20) business days advance notice (unless otherwise mandated by Law). Supplier will cooperate, and will ensure that its Subcontractors cooperate, in the AT&T Audits, and will make the information reasonably required to conduct the AT&T Audits available on a timely basis. d. If any such audit reveals an overcharge by Supplier, and Supplier does not successfully dispute the amount questioned by such audit, Supplier shall [***] at the at the then-current “Prime Rate” set forth in the “Money Rates” table in The Wall Street Journal (“Prime Rate”). If any such AT&T Audit reveals an overcharge to AT&T during any 12-month period [***] paid by AT&T hereunder during such period, then Supplier will reimburse AT&T for the reasonable cost of such AT&T Audit. In the event such an audit results in a determination that Supplier has undercharged AT&T, then AT&T shall promptly pay to Supplier the amount of such undercharges. If, as a result of an AT&T Audit, AT&T determines that Supplier has committed a material breach of this Agreement, AT&T will notify Supplier promptly and Supplier will promptly remedy the breach. In the event Supplier disputes the Audit finding, such dispute will be subject to escalation and dispute resolution in accordance with Section 4.5. e. Supplier will maintain and retain the records set forth in Subsection (a) for a period of three (3) years from the close of each fiscal year of the Provider during which Services their creation (unless a discovery or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted legal hold request is made with respect to such records, in which case Supplier shall retain such records until AT&T notifies Supplier that such discovery or legal hold request has expired). Upon notification by AT&T of a discovery or legal hold request, Supplier shall fully cooperate with such request and immediately preserve any Supplier records covered by such request and promptly provide such Supplier records requested by AT&T related to the provision of Services inquiry. f. Except as provided in Subsection (d), all reasonable out-of-pocket costs and Facilities or expenses incurred by AT&T in connection with an external audit of the Recipient. As AT&T Audit shall be paid by AT&T. Supplier shall be solely responsible for all costs and when so reasonably requested expenses incurred by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, Supplier in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance obligations under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controlsSection. In the event that either Party requires that an audit be performed by an independent auditor, unless otherwise specified herein, the Provider reasonably determines that look-back procedures Party requesting such independent auditor will be required responsible for audit testing exceptionsthe costs and expenses associated with the independent auditor. g. With respect to AT&T requests for audits or inspections of Supplier Subcontractors, the Provider will provide following applies: i. If Supplier’s agreement with its applicable Subcontractor permits an AT&T Audit, AT&T shall be permitted to conduct such audit directly or through a third party representative. Supplier shall work with AT&T in facilitating the Recipient Subcontractor’s cooperation for an expeditious and thorough audit or inspection. ii. If Supplier’s contract with its applicable Subcontractor precludes AT&T from directly conducting an audit or inspection, Supplier shall use reasonable best efforts to enable AT&T to perform an audit of the Subcontractor with Supplier coordinating the audit process. Failing those efforts, Supplier shall, upon AT&T’s request, conduct the audit or inspection on behalf of AT&T, subject to terms agreed to by Supplier and AT&T for the Subcontractor audit, such as areas to be audited, applicable fees, and the timeframe for reporting audit results to AT&T. If AT&T’s request for a reasonable opportunity to evaluate Supplier audit or inspection arises from, in AT&T’s good faith opinion, materially or consistently deficient Service provided by the impact Subcontractor under AT&T’s account, and the audit in both Parties’ opinions confirms such deficiencies, Supplier shall not charge AT&T a fee for the Supplier’s audit of such proceduresits Subcontractor.

Records and Audits. (a) Each Party shallExcept as otherwise required by Applicable Laws affecting O&M Contractor, O&M Contractor shall keep books and records in accordance with applicable Lawgenerally accepted accounting principles with respect to any work performed pursuant to this Agreement throughout the Term. O&M Contractor shall make such books and records available upon no less than twenty-four (24) hours’ notice to O&M Contractor, maintain complete with such notice being given on a Business Day, for inspection and accurate audit by Owner and/or its designated Representatives during O&M Contractor’s regular business hours and at the Wind Plant Site; provided that O&M Contractor’s company software, books and records of all not related to this Agreement shall not be subject to inspection or audit, except to the extent such software, books, records, receiptsor personnel records relate to any Reimbursable Expense or are relevant to verifying compliance with this Agreement. If any such inspection or audit discloses that any error has occurred and that, invoicesas a result thereof, reportsany overpayment or any underpayment has occurred, and other documents and information relating the amount thereof shall promptly be paid with interest at the rate set forth in Section 7.5 to the Services and Facilities Party to whom it is owed by the other Party; provided under this Agreement in accordance with its standard accounting practices and procedures. The Provider that neither Party shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors be liable for a period of any amounts after three (3) years from the close of each fiscal year date of the Provider during which Services inspection or Facilities were provided (audit conducted by Owner. Neither Owner nor any of its Representatives shall have any obligation to take any action based upon what it may or for such longer period, if required under applicable provisions could discover in the course of any document review or inspection of the Internal Revenue Code Wind Plant or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning and neither (i) Owner’s nor its Representatives’ exercise of Owner’s right to inspect and review, (ii) Owner’s failure to exercise such invoices and the Services and Facilities available for right to inspect or review or (iii) Owner’s or any of its Representatives’ failure to take any action or report any observations as a result of such inspection by or review, shall in any such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives case constitute a waiver of the Provider. If a third-party audit conducted by the Recipient determines any rights or remedies that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance Owner may have under this Agreement. Owner’s review and/or approval of materials and documents submitted by O&M Contractor shall not relieve O&M Contractor of its obligations to meet all the requirements hereof, then the Provider promptly will refund) the Recipient for the amount nor shall Owner be liable to O&M Contractor or any other Person by reason of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact its review and/or approval of such proceduresmaterials and documents.

Records and Audits. (a) Each Party shall, Tenant agrees to record all sales in accordance with applicable Lawgenerally accepted accounting principles, maintain complete and accurate records of all books, which records, receipts, invoices, together with all sales and income tax reports, and other documents and information relating to the Services and Facilities provided under this Agreement in accordance with its standard accounting practices and procedures. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors be preserved by Tenant for a period of three (3) years from years, either (a) at the close leased premises or (b) at the home or regional offices of Tenant and made available to Landlord at the leased premises or such offices upon demand. Tenant agrees to deliver to Landlord a statement of each fiscal month's sales on or before the fifteenth (15th) day of the following month and, by January 30th of each year of the Provider term of this lease, a statement, certified by a Certified Public Accountant or a financial officer, owner or partner of Tenant satisfactory to Landlord of the net sales made during which Services the preceding calendar year. Landlord shall be entitled at Landlord's expense, to have a reaudit of the net sales made during the period covered by such audit and account either by Landlord or Facilities were provided (or an auditor designated by Landlord, and to recalculate the rentals payable for such longer period. If it shall be determined as a result of such reaudit or such certified statement that there has been a deficiency in the payment of percentage or additional rentals, then such deficiency shall become immediately due and payable with interest at the maximum legal rate, from the date when said payments should have been made. In addition, if required under applicable provisions net sales have been understated by more than two percent (2%) and Landlord is entitled to an increase in percentage or additional rental as a result of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreementunderstatement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The Tenant shall pay all costs of the audit will be borne by the Recipientsuch reaudit, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in including a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls$500 administrative charge. In the event that Tenant shall be delinquent in furnishing to Landlord any monthly sales statement or statements required hereunder, then Landlord shall have the Provider reasonably determines that look-back procedures will right, without notice, to conduct such reaudit as provided by this ARTICLE 6 and any and all charges occasioned by reason thereof shall be required for audit testing exceptionsthe sole obligation of Tenant, the Provider will provide the Recipient a reasonable opportunity which obligation shall be deemed an item of additional rent. If net sales are determined to evaluate the impact have been understated by more than five (5%), Landlord may elect to terminate this lease by notice to Tenant given within six (6) months after receipt of such proceduresstatement and this lease shall terminate and be null and void sixty (60) days after delivery of such notice.

Records and Audits. (a) Each Party shallThe Contractor shall make and keep as the same accrue, full and compete books, documents, accounting records and other evidence, that specifically relate to this Agreement, in accordance with applicable Law, maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided under this Agreement in accordance with its standard generally accepted accounting practices and proceduresprinciples. The Provider Contractor shall retain such books, records, receiptsand shall make same available to SCS, invoices and other documents and information and make them reasonably availableupon reasonable request, during ordinary business hoursthe term of this Agreement, to the Recipient and its auditors for a minimum period of three (3) full years after completion of the contract obligations or from the close date of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance final payment under this Agreement, then whichever is later. In the Provider promptly will refund) event any litigation, claim or audit is instituted prior to the Recipient for the amount expiration of the overcharge. The costs of the audit will be borne by the Recipientrequired three- year retention period, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits such records shall be performed (x) in a manner that will not unreasonably interfere with retained until such litigation, claim or audit finding has been resolved. Copies of said records shall be furnished to SCS upon request. Upon reasonable notice, the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each ServiceContractor shall permit SCS, unless otherwise requested in writing by the Recipientany other governmental entity, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service any agency participating in the same manner as is performed as of the date funding of this Agreement; , or any of their duly authorized representatives, to enter the Contractor’s offices, during regular business hours, to interview employees and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controlsto inspect and/or copy said records and books of accounts together with any and all documents pertaining hereto that may be kept, such that transactions will be eligible for selection and testing maintained or possessed by the internal audit function in respect Contractor. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Subject to Funding. This Agreement is subject to the appropriation and availability of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controlsfunds. In the event that the Provider reasonably determines that look-back procedures will funds are not appropriated or are otherwise unavailable, SCS reserves the right to terminate this Agreement upon written notice to the Contractor. Said termination shall not be required for audit testing exceptionsdeemed a breach of this Agreement by SCS. Upon receipt of written notice, the Provider will provide Contractor shall cease all work associated with this Agreement. In the Recipient event of termination, the Contractor shall be entitled to compensation for all satisfactory and authorized Services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee and a reasonable opportunity suit to evaluate the impact enforce this agreement, if any, must be brought in an appropriate court of such proceduresjurisdiction of Shelby County, Tennessee.

Records and Audits. Seller shall maintain or shall cause to be maintained all records pertaining to the provision of Energy and other Products pursuant to this Agreement (a) Each Party shallincluding all xxxxxxxx, in accordance with applicable Law, maintain complete and accurate records of all books, records, receipts, invoices, reportsmetering, and other documents Environmental Attributes), and information relating in particular all records to properly reflect all amounts billed to Buyer pursuant to this Agreement. Buyer and the Services Authorized Auditors may discuss such records with Seller’s officers and Facilities provided under independent public accountants (and by this Agreement in accordance provision Seller authorizes said accountants to discuss such xxxxxxxx), all at such times and as often as may be reasonably requested. All such records shall be retained, and shall be subject to examination and audit by the Authorized Auditors (redacted as may be appropriate with its standard accounting practices and procedures. The Provider shall retain such booksrespect to confidential or proprietary information), records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period of three not less than four (34) years from the close of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code following final payment made by Buyer hereunder or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities expiration or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the termination date of this Agreement; and , whichever is later. Seller shall make said records (iiredacted as may be appropriate with respect to confidential or proprietary information) or to the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing extent accepted by the internal Authorized Auditors, photographs, micro-photographs, or other authentic reproductions thereof, available to the Authorized Auditors at the Seller’s offices located at all reasonable times and without charge. The Authorized Auditors may reproduce, photocopy, download, transcribe, and the like any such records (redacted as may be appropriate with respect to confidential or proprietary information). To the extent any records entitled to be audited by Buyer are maintained by Seller in electronic format, then, at the request of Buyer, Seller shall provide the same in electronic format. Seller shall cause any Facility operators to comply with the provisions of this Section 11.5, as applicable. If the Authorized Auditor’s examination or audit function in respect indicates Seller has been overpaid under a previous payment application, the identified overpayment amount shall be paid by Seller to Buyer within ten (10) days of notice to Seller of the Sxxxxxxx-Xxxxx Act identified overpayment. Notwithstanding the foregoing, if the audit reveals that Buyer’s overpayment to Seller is more than the greater of 2002$100,000 or five percent (5.0%) of the xxxxxxxx reviewed, Seller shall pay all expenses and costs incurred by the Authorized Auditors arising out of or related to the examination or audit. The Provider will promptly notify Such examination or audit expenses and costs shall be paid by Seller to Buyer within ten (10) days of notice to the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact Seller of such procedures.costs and expenses.‌

Records and Audits. (a) Each Party shall, in accordance with applicable Law, 9.1 AAI DS agrees to maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided performed under this Agreement in accordance with its standard accounting practices and proceduresthe FDA archival guidelines. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably availableUpon reasonable prior written notice (not less than fifteen (15) Business Days), during ordinary regular business hours, and at mutually agreed upon times, Purchaser may, at its own cost and expense, review one time each calendar year AAI DS’s quality control procedures and records, and review the records of AAI DS relating to the Recipient Services performed and expenses incurred to assure compliance with all provisions of this Agreement, in each case with a representative of AAI DS present. If Purchaser determines in its auditors for a period reasonable judgment that AAI DS’s quality control procedures and records are not satisfactory or identifies significant deficiencies or problems with such records or expenses, Purchaser reserves the right to perform additional visits until remedied. 9.2 In the event of three (3) years from an inspection by any governmental or regulatory agency concerning the close Services performed hereunder, AAI DS shall notify Purchaser promptly upon learning of each fiscal year such an inspection, shall supply Purchaser with copies of any correspondence or portions or correspondence relating to Purchaser’s materials and shall inform Purchaser of the Provider during which Services or Facilities were provided (or general findings and outcomes of such inspections. Purchaser shall reimburse AAI DS for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services actual time and Facilities or reasonable expenses incurred by AAI DS in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient any inspection pursuant to this Section 3.019.2 to the extent the inspection is directly related to the Services performed by AAI DS on behalf of Purchaser. AAI DS shall provide Purchaser with an invoice detailing such time and expenses. AAI DS shall invoice Purchaser at its then current rates applicable at the time of such review. Purchaser shall also be invoiced for any incidental expenses AAI DS incurs resulting from such review. Payment of such invoice shall be in accordance with Section 3.8 herein. Notwithstanding the foregoing, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably inspection determines that look-back procedures will Services were not in material compliance with any Applicable Law, Purchaser shall not be required obligated to make any payments for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity any expenses related to evaluate the impact of such proceduresinspection.

Records and Audits. (a) Each Party shall, in accordance with applicable Law, Vendor shall maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Work and the performance of this Agreement. AT&T and its auditors (including internal audit staff and external auditors) and governmental authorities shall have the right to review such records (“AT&T Audits”) held and created by Vendor, to verify the following: (i) the accuracy of Vendor’s invoices and AT&T’s payment obligations hereunder; (ii) that the Work charged for was actually performed; (iii) that the Services have been and Facilities are being provided under this Agreement in accordance with this Agreement; (iv) the integrity of Vendor’s systems that process, store, support, maintain, and transmit AT&T data; (v) Vendor’s records relating to the performance of Vendor’s Subcontractors with respect to any portion of the Services; and (vi) that Vendor and its standard accounting Subcontractors are complying with Section 3.6 hereof. When the FirstNet Authority or other governmental authority requests to review Vendor’s records, AT&T and its auditors will review these records first if the FirstNet Authority or other governmental authority permits such review, and provide the records to the requesting governmental authority; provided, however, the FirstNet Authority and other governmental authorities retain the right to perform audits independent of AT&T. (b) Subject to Subsection (g) below, Vendor shall provide and shall require that its Subcontractors provide to AT&T, its auditors (including internal audit staff and external auditors), and governmental authorities access at all reasonable times to: (i) any facility at which the Services or any portion thereof are being performed; (ii) systems and assets used to provide the Services or any portion thereof; (iii) Vendor employees and Subcontractor employees providing the Services or any portion thereof; and (iv) all Vendor and Subcontractor records, including financial records relating to the invoices and payment obligations and supporting documentation, pertaining to the Services. The scope of AT&T Audits shall also include: (i) practices and procedures used in performing the Services; (ii) systems, communications and information technology used in performing the Services; (iii) general controls and security practices and procedures. The Provider shall retain such books, records, receipts, ; (iv) supporting information and calculations regarding invoices and compliance with service requirements; (v) quality initiatives and quality assurance; and (vi) compliance with the terms of this Agreement. AT&T’s access to the records and other documents supporting documentation shall include the right to inspect and information photocopy Vendor’s documentation and make them the documentation of its Subcontractors as provided to Vendor, and the right to retain copies thereof outside of their physical location with appropriate safeguards, if such retention is deemed reasonably availablenecessary by AT&T and only to the extent that all such records are maintained by AT&T in accordance with Section 3.16 hereof. (c) AT&T Audits may be conducted once a year (or more frequently if requested by governmental authorities who regulate AT&T’s business, if required by applicable Law or if auditors require follow-up access to complete audit inquiries or if an audit uncovers any problems or deficiencies), upon at least ten (10) business days advance notice (unless otherwise mandated by Law) and during ordinary business hours. Vendor will cooperate, and will ensure that its Subcontractors cooperate, in the AT&T Audits, and will make the information reasonably required to conduct the Recipient AT&T Audits available on a timely basis. (d) If, as a result of an AT&T Audit, AT&T determines that Vendor has not performed or has unsatisfactorily performed any obligation under this Agreement, then Vendor will promptly remedy the non-performance or unsatisfactory performance. (e) Vendor will maintain and its auditors retain the records set forth in Subsection (a) during the term of the Agreement and for a period of three (3) years from the close of each fiscal year of the Provider during which Services thereafter (unless a discovery or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted legal hold request is made with respect to such records, in which case Vendor shall retain such records until AT&T notifies Vendor that such discovery or legal hold request has expired). Vendor will provide AT&T, at AT&T’s request and cost, with paper and electronic copies of documents and information reasonably necessary to verify Vendor’s compliance with this Agreement. Upon notification by AT&T of a discovery or legal hold request, Vendor shall fully cooperate with such request and immediately preserve any Vendor records covered by such request and promptly provide such Vendor records requested by AT&T related to the provision of Services inquiry. (f) Except as provided in Subsection (d), all reasonable out-of-pocket costs and Facilities or expenses incurred by AT&T in connection with an external audit of the Recipient. As AT&T Audit shall be paid by AT&T. Vendor shall be solely responsible for all costs and when so reasonably requested expenses incurred by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, Vendor in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance obligations under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controlsSection. In the event that either Party requires that an audit be performed by an independent auditor, unless otherwise specified herein, the Provider reasonably determines that look-back procedures Party requesting such independent auditor will be required responsible for audit testing exceptionsthe costs and expenses associated with the independent auditor. (g) With respect to AT&T requests for audits or inspections of Vendor’s Subcontractors, the Provider will following applies: (i) If Vendor’s agreement with its applicable Subcontractor permits an AT&T Audit, AT&T shall be permitted to conduct such audit directly or through a third party representative. Vendor shall work with AT&T in facilitating the Subcontractor’s cooperation for an expeditious and thorough audit or inspection. (ii) If Vendor’s contract with its applicable Subcontractor precludes AT&T from directly conducting an audit or inspection, Vendor shall use reasonable best efforts to enable AT&T to perform an audit of the Subcontractor with Vendor coordinating the audit process. Failing those efforts, Vendor shall, upon AT&T’s request and at AT&T’s expense, conduct the audit or inspection on behalf of AT&T, subject to terms agreed to by Vendor and AT&T for the Subcontractor audit, such as areas to be audited, applicable fees, and the timeframe for reporting audit results to AT&T. If AT&T’s request for a Vendor audit or inspection arises from, in AT&T’s good faith opinion, materially or consistently deficient Service provided by the Subcontractor under AT&T’s account, and the audit in both Parties’ opinions confirms such deficiencies, Vendor shall not charge AT&T a fee for the Vendor’s audit of its Subcontractor. (iii) If Vendor’s contract with its applicable Subcontractor does not allow Vendor access to the facilities and systems of Subcontractor required to conduct the audit described in Subsection (b) above, then Vendor shall provide the Recipient a reasonable opportunity to evaluate the impact list of such proceduresSubcontractors and the services being provided by such Subcontractor to AT&T for its review. To the extent AT&T deems it reasonably necessary to require such access, then Vendor will renegotiate its contract with the applicable Subcontractor in order to obtain the audit rights described in Subsection (b) above.

Records and Audits. Seller shall maintain or shall cause to be maintained all records pertaining to the provision of Energy and other Products pursuant to this Agreement (a) Each Party shallincluding all xxxxxxxx, in accordance with applicable Law, maintain complete and accurate records of all books, records, receipts, invoices, reportsmetering, and other documents Environmental Attributes), and information relating in particular all records to properly reflect all amounts billed to Buyer pursuant to this Agreement. Buyer and the Services Authorized Auditors may discuss such records with Seller’s officers and Facilities provided under independent public accountants (and by this Agreement in accordance provision Seller authorizes said accountants to discuss such xxxxxxxx), all at such times and as often as may be reasonably requested. All such records shall be retained, and shall be subject to examination and audit by the Authorized Auditors (redacted as may be appropriate with its standard accounting practices and procedures. The Provider shall retain such booksrespect to confidential or proprietary information), records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period of three not less than four (34) years from the close of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code following final payment made by Buyer hereunder or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities expiration or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the termination date of this Agreement; and , whichever is later. Seller shall make said records (iiredacted as may be appropriate with respect to confidential or proprietary information) or to the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing extent accepted by the internal Authorized Auditors, photographs, micro-photographs, or other authentic reproductions thereof, available to the Authorized Auditors at the Seller’s offices located at all reasonable times and without charge. The Authorized Auditors may reproduce, photocopy, download, transcribe, and the like any such records (redacted as may be appropriate with respect to confidential or proprietary information). To the extent any records entitled to be audited by Buyer are maintained by Seller in electronic format, then, at the request of Buyer, Seller shall provide the same in electronic format. Seller shall cause any Facility operators to comply with the provisions of this Section 11.5, as applicable. If the Authorized Auditor’s examination or audit function in respect indicates Seller has been overpaid under a previous payment application, the identified overpayment amount shall be paid by Seller to Buyer within fifteen (15) days of notice to Seller of the Sxxxxxxx-Xxxxx Act identified overpayment. Notwithstanding the foregoing, if the audit reveals that Buyer’s overpayment to Seller is more than the greater of 2002$100,000 or five percent (5.0%) of the xxxxxxxx reviewed, Seller shall pay all expenses and costs incurred by the Authorized Auditors arising out of or related to the examination or audit. The Provider will promptly notify Such examination or audit expenses and costs shall be paid by Seller to Buyer within fifteen (15) days of notice to the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact Seller of such procedurescosts and expenses.

Records and Audits. Each party (ain such case the "Audited Party") Each Party shall, in accordance with applicable Law, agrees to maintain complete books and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided under this Agreement in accordance with its standard accounting practices normal business practices. Either party (in such case the "Auditing Party") shall have the right to conduct, at its expense and procedures. The Provider shall retain such booksno more than twice per calendar year, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period of three (3) years from the close of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make such books and records concerning such invoices of the Audited Party pertaining to the terms and conditions of the Services and Facilities available for inspection Agreement by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access an independent accounting firm in accordance with generally accepted auditing standards during regular business hours to facilities, officers, employees and other representatives of the Providerupon at least ten (10) business days' advance notice. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably Audits shall be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount sole purpose of the overcharge. The costs of the audit will be borne by the Recipient, determining whether amounts payable have been properly calculated and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controlspaid. In the event that such an audit reveals any underpayment to the Provider reasonably determines that look-back procedures will be required for audit testing exceptionsAuditing Party, the Provider Audited Party shall immediately reimburse the Auditing Party for all underpaid amounts. If the underpayment is greater than 5%, the Audited Party shall pay the reasonable costs of that audit. 7.1 Each party that receives any Confidential Information ("Recipient") from the disclosing party ("Owner") agrees that during the existence of this Agreement and thereafter it will provide hold in strictest confidence, and will not use or disclose to any third party, any Confidential Information of the Owner. The term "Confidential Information" shall mean all non-public information, whether business or technical in nature, that either party, or such party's agents or affiliates, provides to the other party. If either party has any questions as to what comprises Confidential Information of the other party, it agrees to consult with such other party. Nothing in this Section shall prohibit or limit Recipient's use of information if (i) at the time of disclosure hereunder such information is generally available to the public; (ii) after disclosure hereunder such information becomes generally available to the public, except through breach of this Agreement by Recipient; (iii) Recipient can demonstrate such information was in Recipient's possession prior to the time of disclosure by the Owner and was not acquired directly or indirectly from Owner or its affiliates; (iv) the information becomes available to Recipient from a third party that is not legally prohibited from disclosing such information, provided such information was not acquired directly or indirectly from the Owner or its affiliates; or (v) such information must be disclosed pursuant to applicable federal, state or local law, regulation, court order or other legal process, provided the Recipient has notified the Owner within a reasonable time prior to such required disclosure and, to the extent reasonably possible, has given the Owner an opportunity to evaluate the impact contest or seek confidential treatment of such proceduresrequired disclosure.

Records and Audits. (a) Each Party shall, in accordance with applicable Law, Supplier shall maintain complete and accurate records of all books, records, receipts, invoices, reports, amounts billable to and other documents and information relating to the Services and Facilities provided payments Company makes under this Agreement in accordance with its standard following generally accepted commercial accounting practices and procedurespractices. The Provider Whenever applicable, Supplier shall retain such books, also maintain records, receiptsincluding but not limited to, invoices the following: a) Costs Company pays for Services, material and/or software provided hereunder; b) Direct labor employee hours for which Supplier computes payment under this Agreement on the basis of actual hours worked at a fixed rate per hour; c) Costs incurred which may affect re-determination or revision of prices or ultimate termination costs; d) Costs incurred which may affect the termination charges Company is expected to pay; e) Costs Supplier incurs for any required tooling which may affect re- determination of price; and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors f) Records concerning any physical inventories. Supplier shall keep such records for a period of at least three (3) years from the close of each fiscal year after Company's final payment for Services, material and/or software covered by this Agreement. Supplier shall provide to Company reasonable supporting documentation concerning any disputed invoice amount within thirty (30) days after Company notifies Supplier of the Provider dispute in writing. Company and its authorized agents and representatives may audit such records during the respective periods in which Services or Facilities were provided (or for Supplier is required to maintain such longer periodrecords. Company may access such records on Supplier's premises, if required under applicable provisions inspect and photocopy same, and retain copies of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted such records away from Supplier's premises with appropriate safeguards as Company in its sole discretion may deem necessary. Company shall also have such above- described auditing rights with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01Supplier's agents, in connection with an external audit of the RecipientSuppliers, or sub-contractors. Supplier shall keep and make such records readily available for such audit to determine the correctness of Supplier's billing. All payments, if any, Company makes shall be subject to final adjustments as determined by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (asuch audit(s). Audit(s) make books and records concerning such invoices to determine costs and the Services and Facilities available for inspection by payment of such Persons as the Recipient designates as costs shall occur no later than three (3) years after Company presents such claim. Supplier shall adjust its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours billing according to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given Serviceresults. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact of such procedures.

Records and Audits. (a) Each Party shallUpon reasonable prior notice by the Managing Member, in accordance with applicable Lawthe Custodian agrees to afford the Managing Member, maintain complete and accurate records the Credit Administrator, the Administrator, the Board of all booksGovernors of the Federal Reserve System, records, receipts, invoices, reports, the United States Department of the Treasury and other documents governmental oversight entities and information relating to the Services and Facilities provided under this Agreement in accordance with its standard accounting practices and procedures. The Provider shall retain such bookstheir respective authorized agents (including, recordsbut not limited to, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period of three (3external auditors) years from the close of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular normal business hours to facilities, officers, employees and other representatives make examinations of the ProviderRecords (as defined below) and to cause its personnel to assist in any such examinations of such records and allow copies of such records to be made. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit Such examinations will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) conducted in a manner that will does not unreasonably interfere with the normal business operations or employee relations of the Provider and otherwise Custodian. The Custodian shall, at the Managing Member or Credit Administrator’s request, supply the Managing Member or Credit Administrator with a minimum tabulation of disruption and (y) no more than once for each given Service. (b) With respect to each Service, unless otherwise requested in writing securities owned by the RecipientBorrower and held by the Custodian and shall, when requested to do so by the Managing Member or Credit Administrator and for such compensation as shall be agreed upon between the Borrower and the Custodian, include certificate numbers in such tabulations. In addition, at the request of the Borrower, the Custodian will meet with one or more of the Managing Member’s directors or designated staff at a mutually agreeable time to discuss matters that fall within the scope of this engagement. Except as otherwise directed by the Managing Member, for the duration that each Service is term of this Agreement, the Custodian shall keep and retain and make easily accessible all information, materials and records (collectively, “Records”) in whatever format which it has or which comes into its possession in connection with the transaction and the services provided under this Agreement: , in each case to the extent consistent with the Custodian’s internal records and maintenance and records retention policy, provided that prior to any destruction of any Records by the Custodian in accordance with such policy, the Custodian shall notify the Managing Member and provide the Managing Member with an opportunity to take possession of such Records from the Custodian. Upon the termination of this Agreement or its services hereunder, the Custodian and the Managing Member shall, in good faith, agree on the timing and mechanism for transferring all Records to, or as directed by, the Managing Member. In transferring such Records, the Custodian shall provide an Officer’s Certificate certifying as to whether (ia) it has kept and retained the Records in accordance with the requirements set forth herein and (b) the Provider will Records being transferred represent all of the Records that have not been previously delivered or destroyed in compliance with this paragraph. Notwithstanding the foregoing, the Custodian may make and retain copies of Records to satisfy existing internal audit, compliance or record retention requirements, provided that the Officer’s Certificate includes information as to the copies of Records that it is retaining. In addition to the Records, the Custodian shall maintain books and records that relate to the Custodian’s performance of its obligations under the Agreement and its operations and controls relevant to its performance of the Agreement, including the materials referenced in Exhibit A and documents and materials that support the books and records and the Custodian’s relevant policies and procedures (collectively, “Records of Operations”). Records of Operations include records relating to the Custodian’s information technology and communications systems and information security. The Custodian shall retain the Records of Operations and make them available to the Borrower and the Managing Member for audit or review during the term of the Agreement and thereafter for two years. If any review, audit, investigation, or litigation is pending when such period would otherwise end, the Custodian shall continue to operate retain the controls Records of Operations until the review, audit, investigation, or litigation is closed. The Custodian may retain Records of Operations in any format as long as they remain accessible for review and perform audit in accordance with this Section. The Borrower or the corresponding testing for such Service in the same manner as is performed as Managing Member may conduct compliance reviews and audits using employees, agents, representatives, contractors, or designees of the date Managing Member or of the Board of Governors. The Custodian shall make Records of Operations available to the Borrower and the Managing Member for review or audit during normal business hours, and the Custodian shall cause its personnel to assist in any such examinations of such records and allow copies of such records to be made. The Custodian shall bear the expense of compiling Records of Operations for review and audit, and the Custodian shall allow the Borrower or the Managing Member to make copies of all Records of Operations the Borrower or the Managing Member determines necessary or useful. Otherwise, the Borrower or the Managing Member shall conduct compliance reviews and audits at the Borrower’s expense. The Custodian shall provide reasonable assistance at no extra charge. Notwithstanding the audit and inspection rights conferred by this Section 7, the Custodian reserves the right to impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by the Borrower or the Managing Member so as to prevent or minimize any potential impairment or disruption of the Custodian’s operations, distraction of its personnel or breaches of security or confidentiality. The provisions of this Agreement; Section 7 shall survive the termination of this Agreement until the Records have been transferred as provided in this Section and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations period for Service applicable controls, such that transactions will be eligible for selection review and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact of such proceduresexpires.

Records and Audits. (a) Each Party shallCorgentech and its Affiliates and agents shall keep, and shall require Corgentech’s sublicensees to keep, full, true and accurate records and books of account containing all particulars that may be necessary for the purpose of calculating all royalties payable to Cyclacel, for a minimum period of [ * ]following the year in which such sales occurred. Upon advance written notice by Cyclacel, Cyclacel shall have the right to instruct an independent accounting firm reasonably acceptable to Corgentech to perform an audit, conducted in accordance with applicable LawUnited States Generally Accepted Auditing Standards (GAAS), maintain complete as is reasonably necessary to enable such accounting firm to report to Cyclacel the Net Sales of Product for the period or periods requested by Cyclacel, on the following basis:- 7.12.1 such firm of accountants shall be given access to and accurate shall be permitted to examine and copy such books and records of all books, records, receipts, invoices, reportsupon [ * ]notice having been given by Cyclacel, and other documents and information relating at reasonable times on Business Days, for the purpose of certifying to Cyclacel that the Services and Facilities provided under this Agreement Net Sales calculated by Corgentech, its Affiliates and/or agents, or sublicensees during any Year were calculated correctly in accordance with its standard accounting practices this Agreement. If such certification cannot be given, such auditor shall specify the reasons therefor to enable the Parties to recalculate the relevant sums; 7.12.2 prior to any such examination taking place, such firm of accountants shall undertake to Corgentech that they shall keep all information and procedures. The Provider shall retain data contained in such books, books and records, receiptsand copies thereof, invoices strictly confidential and other documents and shall not disclose such information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period or copies of three (3) years from the close of each fiscal year of the Provider during which Services or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning to any third person including Cyclacel, but shall only use the same for the purpose of the calculations which they need to perform in order to issue the certificate to Cyclacel which this Clause 7.12 envisages; 7.12.3 any such invoices access examination and certification shall not occur more frequently than once per year, and will not go back over records more than [ * ] 7.12.4 Corgentech shall make reasonably available its personnel to answer queries on all such books and records required for the purpose of that certification; and 7.12.5 if the certification shows that Corgentech has not calculated the Net Sales correctly the Parties shall retain an independent Third Party accountant to recalculate these sums and any monies which such recalculation shows as being due and owing by one Party to the other shall be paid by that Party. The cost of such accountant shall be the responsibility of Corgentech if the recalculation shows that Corgentech underpaid amounts due to Cyclacel by more than [ * ], and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives responsibility of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given ServiceCyclacel otherwise. (b) With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sxxxxxxx-Xxxxx Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact of such procedures.

Records and Audits. (a) Each Party shallThe business of Tenant and any Concessionaire upon the Premises shall be operated so that a duplicate dated sales slip, dated invoice, register receipt or similar evidence of payment, serially numbered, shall be issued with each transaction resulting in accordance with applicable LawGross Sales or exclusions therefrom. Tenant shall keep at the Premises or at the home or regional office of Tenant, maintain complete and accurate records of all booksa general ledger, records, sales receipts, invoices, reports, sales records and other documents and information relating to the Services and Facilities provided under this Agreement in accordance with its standard accounting practices and procedures. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors supporting documentation for a period of at least three (3) years from after the close of each fiscal year end of the Provider during period to which Services they pertain, and in any event if Landlord has given the notice described in Section 5.5(b) below. All such documentation shall disclose in detail all information required to permit Landlord to verify Tenant’s Gross Sales and conform to, and be in accordance with, generally accepted accounting principles consistently applied. If the documentation Tenant is required to maintain pursuant to this Section 5.5(a) is insufficient to permit Landlord to verify Gross Sales and exclusions therefrom, Tenant shall pay to Landlord, upon demand, the cost of any examination or Facilities were provided (or for such longer period, if required under applicable provisions of the Internal Revenue Code or the Tax Act), for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient performed pursuant to Section 3.015.5(b) below, including, without limitation, all reasonable travel expenses incurred by Landlord in connection with an external conducting such examination and/or audit. If any audit is required or a controversy arises regarding Tenant’s payments of the Recipienttaxes on its Gross Sales, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make Tenant shall retain its books and records concerning until such invoices and audit is terminated or controversy is resolved notwithstanding the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives expiration of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the normal business operations of the Provider and otherwise with a minimum of disruption and (y) no more than once for each given ServiceTerm. (b) With respect Landlord, its agents and employees shall have the right at any time during normal business hours after not less than five (5) days’ prior written notice to each ServiceTenant given within three (3) years after the end of any full or partial calendar year, unless otherwise requested to cause an examination or complete audit to be made of the documentation described in writing by the RecipientSection 5.5(a) and such other documentation, including, without limitation, bank accounts and sales tax returns as Landlord shall reasonably require. If any audit or examination shall disclose that any statement of Gross Sales understates Gross Sales for the duration that each Service is provided under this Agreement: reporting period by three percent (i3%) or more, Tenant shall pay to Landlord as Additional Rent, upon demand, the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as cost of the date of audit or examination including, without limitation, all reasonable travel expenses incurred by Landlord in conducting such audit. Notwithstanding the foregoing, Landlord may only exercise the audit rights set forth in this Agreement; and (iiSection 5.5(b) on or before the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect last day of the Sxxxxxxx-Xxxxx Act third Lease Year (provided that Landlord may continue and complete any audit for which a notice was timely given pursuant to this Section 5.5(b) before the last day of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact of such proceduresthird Lease Year.