Common use of Quality Control Clause in Contracts

Quality Control. 4.1 All use of the ▇▇▇▇ by Licensee and the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.

Quality Control. 4.1 All (a) Distributor acknowledges the importance to the Company of its reputation and goodwill and of maintaining high uniform standards of quality in the goods offered under the Company’s Marks. Distributor therefore agrees to abide by each of the terms in the Quality Control Document attached as Exhibit C at all times during its performance of this Agreement and use of the ▇▇▇▇ Company’s Marks. (b) Company shall ensure that the Cartridges are suitable for Distributor’s activity as contemplated by Licensee this Agreement. (c) Distributor shall only use flower and oil that is compliant with Applicable Laws and does not contain any substance, including any pesticide, that would be injurious to an end user’s health or safety. (d) Distributor shall ensure that the Sublicensees filling and sealing of the Cartridges are without defects and shall be apply the same rigorous standards, procedures and checks that it applies to other products of similar nature manufactured for sale by Distributor. (e) Distributor shall undertake, in its business discretion and consistent with Applicable Laws, regular independent third-party testing by a company licensed in the Territory in compliance with Applicable Laws and the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be Quality Document for any flower or oil used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇)Filled Cartridges. Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor The Company shall have the right to:to inspect such testing records upon reasonable notice to Distributor. 4.2.1 Obtain from Licensee reasonable information as (f) To determine whether Distributor is complying with this Agreement and the Company’s quality standards, the Company shall have the right, subject to Applicable Laws to audit Distributor’s financial records, only to the nature extent such records relate to the Cartridges and/or Packaging and quality sales relating thereto, once in any one (1) year period during the Term of this Agreement and once in the six (6) months thereafter. Such audits shall be conducted during Distributor’s usual business hours at the Company’s own expense, and Distributor will cooperate with the Company in any such audit request. (g) On a quarterly basis and within twenty (20) days of the Services end of each fiscal quarter, the Distributor shall provide the Company with a report signed and certified by Distributor’s CEO or CFO detailing the Advertising production, sales, returns, revenue and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming other material information relating to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its SublicenseesCartridges. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.

Quality Control. 4.1 All use of 3.1 The Licensee shall ensure that: 3.1.1 the ▇▇▇▇ Licensed Products manufactured and/or supplied by the Licensee and the Sublicensees shall be in compliance comply with the Standards of Quality. ; 3.1.2 all applicable regulations, laws and codes of practice are complied with by the Licensee; and 3.1.3 the Licensor’s recommendations as to quality control methods, testing procedures and similar matters, brief particulars of which are set out in Schedule 2, are strictly adhered to. 3.2 The Licensee shall (and not do anything, or fail to do anything, which act or omission may jeopardise any regulatory or other relevant consents, permits or approvals relating to the Licensed Products. 3.3 The Licensee shall promptly notify the Licensor on becoming aware of any actual breaches of applicable laws or regulations relating to the manufacture or sale of the Licensed Products. 3.4 Provided that all licensees inside the European Union who have been granted a licence by the Licensor to manufacture, market and/or sell the Products are subject to an equivalent notice obligation in relation to their respective territories, the Licensee shall procure that all the Licensed Products sold and all quotations, specifications, advertisements and other materials relating to the Licensed Products are marked with a notice, in a form to be approved by the Licensor, stating that: 3.4.1 the Marks are used under licence from the Licensor and including any particulars of the Marks; and 3.4.2 the Licensed Products are not for sale outside the Territory; as may be requested by the Licensor from time to time, or as required by the laws in force in the Territory (or relevant part of it). Upon receipt of the proposed notice, the Licensor has thirty days to approve the notice, such approval not to be unreasonably withheld by the Licensor. If the Licensor does not approve or object to the notice within this time period, the notice shall be deemed approved. 3.5 The Licensee shall not engage in any conduct which has material adverse effect on, or is reasonably likely in the future to have a material adverse effect on, any “Bols” marks or similar marks (whether inside or outside of the Territory) which are owned by the Licensor or any of its Sublicensees shall) not use nor permit the Affiliates. 3.6 Subject to Clause 3.7, no trade ▇▇▇▇ and Domain Names or logo, apart from the Marks, may be affixed to be or used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating relation to the ▇▇▇▇); or (iv) subject Licensor to liability for Licensed Products in any reason (form whatsoever. The Licensee shall not use any other than as directly relating to trade marks which are, in the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation reasonable opinion of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as confusingly similar to the nature and quality any of the Services and Marks and, save as provided in Clause 2.1 above, shall not use the Advertising and Marks or any words confusingly similar to any of the manner in which the ▇▇▇▇ is used in connection with the Services and the AdvertisingMarks as, or as part of, its corporate or trading name. 4.2.2 Itself or through an authorised representative3.7 Notwithstanding Clause 3.6 above, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where may identify itself as the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description supplier of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its SublicenseesLicensed Products. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.

Quality Control. 4.1 (i) The Distributor shall at all times maintain the quality standards set forth by Bollore for all goods and services in connection with which the Marks are used, except that if an Alternate Supplier or the Distributor is permitted to manufacture Products under this Agreement, the quality standards shall be determined in accordance with the next two sentences. In the event that an Alternate Supplier or the Distributor is permitted to manufacture under this Agreement, Bollore shall supply the Distributor with a set of specifications for the manufacture of the Products within 8 business days of Bollore's Adjustment Notice under Section 3(f) or Discontinuance Notice (as hereafter defined) under Section 9(b), or the occurrence of a Disruption Event (as hereafter defined) under Section 9(a), which specifications shall be the same as those used by Bollore for the year immediately prior to the notice or event. The Distributor shall submit to Bollore, for its written approval, samples of any Product to be manufactured by an Alternate Supplier or the Distributor and if Bollore and the Distributor are unable to agree whether such samples meet the specifications within two business days, then the parties shall submit the samples to an Independent Evaluator (selected in accordance with the procedures set forth in Section 2) who shall determine whether or not such samples meet the specifications within two business days and whose determination shall be binding on the parties. The Distributor agrees to cooperate with Bollore to ensure preservation of the goodwill associated with the Marks and to comply in all material respects with all applicable laws and regulations pertaining to the goods and services in connection with which the Marks are used. All use of the Marks shall conform to the image and reputation associated therewith. (ii) The design and manufacture of all goods or promotional material (an "Article") bearing the ▇▇▇▇ by Licensee and the Sublicensees shall be subject to the prior written approval of Bollore. To this end, samples of each such Article shall be submitted to Bollore, free of cost to Bollore, for written approval prior to any distribution or other use by the Distributor. After such samples have been approved by Bollore, the Distributor shall not modify or alter the Article in compliance with the Standards of Qualityany respect without Bollore's prior written consent. Licensee The Distributor shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person other trademark or entity tradename (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local its corporate name or other laws and regulations. 4.2 In order fictitious corporate name reasonably acceptable to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used Bollore) in connection with the Services and the AdvertisingProducts. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (iiii) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time Bollore notifies the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity Distributor that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to an Article (i) whether a nonconformity existsfails to be of substantially the same quality as that previously approved by Bollore, the Distributor shall immediately cease the production, sale, distribution and promotion of such non-conforming Article, or (ii) a remedy for fails to be of at least the nonconformitysame quality, or (iii) the date by which the nonconformity will be correctedbut with defects in quality that are not substantial, the parties Distributor shall engage senior management cease production of each party’s parent company such Article, but shall not be required to resolve cease distribution of such disputeArticle for a period of 60 days, after which period no such Articles shall be manufactured or distributed unless they conform to all quality standards applicable thereto.

Quality Control. 4.1 All use 5.1 The Licensee shall ensure that the Products and all packaging: (a) comply with all applicable law, rules, regulations, safety standards and codes of practice; (b) are of a quality and standard equal to good industry standard; (c) are not defective in terms of workmanship, materials or otherwise. 5.2 The Licensee shall provide the Licensor for each Product and its packaging provide to the Licensor for the Licensor’s prior written approval (such approval not to be unreasonably withheld or delayed): (a) The initial concept; (b) if the initial concept is approved, one pre-production sample with packaging; and (c) a final production sample of the ▇▇▇▇ Product with packaging. For the avoidance of doubt any approval given by Licensee and the Sublicensees Licensor shall be in compliance with the Standards not constitute a waiver of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person the Licensor or entity (other than rights directly relating the Licensee’s obligations and duties under this Agreement. 5.3 If the initial concept or samples provided under Section 5.2 are not approved by the Licensor the Licensee shall make such modifications as may reasonably be required by the Licensor and re submit such samples to the ▇▇▇▇); Licensor for its approval (such approval not to be unreasonably withheld or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇delayed). Any and all uses The Licensee shall not materially alter or amend the Product or its packaging that are approved for production by the Licensor pursuant to this Section 5 without first obtaining the written approval of the ▇▇▇▇ and Domain Names shall be Licensor in accordance with all applicable national, European Union, local or other laws and regulationsSection 5.2. 4.2 In order to promote adherence 5.4 The Licensee shall on the Licensor’s request provide the Licensor with details of any complaints it has received in relation to the Standards Products together with a report on the steps taken or being taken to resolve and fully address such complaints. Any complaints raising or potentially raising any issue of Quality safety shall be reported to the Licensor (without a request from the Licensor being necessary) within ten working days of receipt. The Licensee shall comply with any reasonable directions given by the Licensor in respect of such complaints. 5.5 Licensor and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor its duly authorized representative(s) shall have the right to: 4.2.1 Obtain from Licensee right, during normal business hours upon reasonable information as advance notice, to the nature inspect any facility, storage, warehousing, vehicle, ship, aircraft, goods, supplies, and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is anything else used in connection with Licensed IP by Licensee in order for Licensor to monitor the Services quality of the Products being provided by Licensee and to ensure that the Advertising. 4.2.2 Itself quality of the Products is of the required standard and consistent with the samples provided. Upon Licensor’s written request, Licensee shall grant Licensor access to individuals or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit organizations served by Licensee in order for Licensor to monitor use of Licensed IP accordance with the offices quality standards and facilities other requirements of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if this Agreement. If Licensor notifies Licensee in writing of the disapproval of the quality of Products provided by Licensee in connection with Licensed IP or any misuse of Licensed IP, Licensee shall take prompt steps as reasonably required by the Licensor to improve such quality and/or to remedy trademark use. 5.6 Licensee acknowledges and agrees: (a) that it believes will use Licensed IP properly as determined by the applicable U.S. and United Kingdom trademark laws; (b) that the Services are not conforming exercise of the licence and worldwide rights granted to the Standards of Quality or Licensee under this agreement is subject to all applicable laws, enactments, regulations and other requirements of this Licencesimilar instruments, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided Licensee understands and agrees that Licensor or its authorised representative it shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices be solely liable and facilities of Licensee responsible for such due observance and its Sublicenseesperformance. 4.2.3 5.7 In conducting any such inspection or examination, Licensor shall take all steps order to promote the Products the Licensee may display so far as is reasonably required by Licensee or its Sublicensees to minimize disruption advertize and establish a link to the Products, Licensed IP on the Licensee’s and/or the Licensee distributors’ and/or retailers’, websites, on-line or Sublicensees’ business and to avoid disclosure physical publications, streaming services, game covers of any confidential and proprietary information and materialsthe digitally downloaded games or game add-ons, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent esports platforms or social media platforms and/or networking sites. The Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, agree from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard Licensee producing a limited amount of Quality merchandize clearly branded with the Products in any material respectorder to promote and advertise the Products, Licensor shall notify Licensee the cost of such failure merchandize shall be borne by the Licensee and shall not be deductible from any Royalty payable to the Licensor. An additional royalty shall be paid (in writing (which notice shall provide a description of an agreed amount) to the nonconformity Licensor for any Product merchandize that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputesold.

Quality Control. 4.1 All use 5.1 Each JD Affiliate shall at all times and for all Products, comply with all directions and quality standards given to it by or on behalf of the ▇▇▇▇ by Licensee Licensor in writing relating to the style and application of the Sublicensees shall be in compliance Trade Marks to the Products and all Materials, the Products and packaging relating to Products. Licensor agrees that such directions and quality standards will remain consistent with the Standards requirements Licensor applies in respect of Quality. Licensee the equivalent products sold to customers of the Licensor’s Group (including each Unilever Affiliate) in the relevant Territory. 5.2 If it is found that any Products supplied or intended to be supplied by any JD Affiliate are not in conformity with any of its obligations under this Agreement, Licensor shall give notice to JohnsonDiversey to that effect and JohnsonDiversey undertakes that from the date, 30 (thirty) Business Days after such notice is given it will not supply any of such non-conforming Products without first either conforming them to such obligations or obtaining the prior written consent of Licensor. 5.3 JD Affiliates shall, at Licensor’s written request, promptly provide Licensor with representative samples of the Products and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ packaging and Domain Names of all Materials in each case produced or used by or for it (or intended to be used in any manner whichby or for it within the three months following such request), as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting checking compliance with this Agreement by the JD Affiliates, provided that Licensor may not make such request in respect of any particular Product Group more than once in any Territory in any six month period. 5.4 Upon reasonable notice and maintaining at Licensor’s expense, JD Affiliates shall permit the goodwill associated with the ▇▇▇▇ Licensor’s employees or any authorised representatives appointed by Licensor (to whose appointment JohnsonDiversey consents in writing, such consent not to be unreasonably withheld or delayed) such access during Working Hours to JD Affiliates’ premises (and the reputation premises of its sub-licensees and sub-contractors) or as Licensor may reasonably require, but subject to such restrictions as are reasonable given any confidentiality obligations which JohnsonDiversey or any JD Affiliate owes to other parties, (and not more than four times in any year in respect of any Product Group in any Territory) to enter and inspect the plant, facilities, equipment and methods used by each JD Affiliate (and/or its sub-contractors and sub-licensees) in the manufacture, preparation, packaging, storage and handling of any Product or Products, and shall take reasonable steps necessary to implement (at JD Affiliates’ cost) any reasonable suggestions (taking into account the standards as would be expected for a site manufacturing Licensor’s own products) made by Licensor following such inspections. In the event that the JD Affiliate fails to implement such suggestions within a period that is reasonably sufficient to do so, but in any event no less than 60 (sixty) Business Days, Licensor may terminate this Agreement with immediate effect by written Notice in respect of the Product or Products in respect of which such suggestions were made. If requested by Licensor, JohnsonDiversey shall conduct such inspections of sub-licensees and/or sub-contractors as Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information reasonably request. The cost of such inspections shall be split equally between Licensor and JohnsonDiversey. JohnsonDiversey shall inspect, and report to Licensor on, such matters (in relation to such inspection) as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the AdvertisingLicensor shall specify. 4.2.2 Itself or through an authorised representative5.5 JD Affiliates shall take commercially reasonable steps to provide competent and well-trained personnel, at any and shall take commercially reasonable time or times during regular business hours on reasonable advanced written noticesteps to train, visit maintain and direct all required personnel sufficiently in every respect to perform all of its obligations under this Agreement and to satisfy the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other quality control requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities Agreement in order to satisfy itself that the Services are conforming relation to the Standards of Quality Products. 5.6 JD Affiliates shall have a written procedure consistent with the Operational Protocol for dealing with all complaints relating to the Products promptly and in such a way to minimise any damage to the other requirements of this Licence provided that JohnsonDiversey business or the Trade Marks or Licensor’s goodwill therein. Licensor or its authorised representative shall be entitled on reasonable notice to inspect this procedure and review compliance with it. JD Affiliates must use reasonable endeavours to incorporate reasonable proposals from Licensor on how the procedure or compliance with it could be improved; provided, that JD Affiliates shall have no obligation to implement any proposal or procedure which is more restrictive or costly than those procedures employed by Licensor in its own facilities. 5.7 The Parties, the JD Affiliates and the Unilever Affiliates shall cooperate and shall take all reasonable steps to ensure that the Technical Specifications comply with all established industry standards, laws, regulations, codes of conduct practice and similar policies notified to Licensor by Licensee at all times while visiting the offices guidance, decisions and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure recommendations of any confidential and proprietary information and materialsrelevant court, includingtribunal, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, regulatory body or ombudsman from time to time as reasonably requested by Licensor but in any event no more than quarterlyrelating to the manufacturing, representative samples of credit cardspackaging, invoices, advertising supply and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses sale of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances corresponding Products and, if appropriate and available to Licensorthey do not, include samples the Party discovering such non-compliance shall provide the other Party with written details of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeperceived non-compliance.

Quality Control. 4.1 All use In order to protect the Trademarks included in the Licensed IP, including the goodwill related thereto, each Licensee covenants and agrees as follows: (a) The nature and quality of all Products and Materials shall (i) be subject to the applicable Licensor’s approval, such approval to be in accordance with the terms and conditions set forth in this Section 4, and (ii) meet all standards and specifications which such Licensor may from time to time give to such Licensee, on a non-discriminatory basis and consistent with such Licensor’s business practices throughout the applicable License Term. Each Licensor acknowledges that the standards and specifications of the ▇▇▇▇ by Licensee Products and the Sublicensees shall be Materials being manufactured, advertised, publicized, promoted, marketed and sold at the time of the Original Effective Date, if any, meet all such standards and specifications. Each Licensee will continue to comply with the applicable Licensor’s existing standards and specifications and with any brand standards manual provided by such Licensor (“Manual”), if any, and with all changes in said standards and specifications and in the Manual as they are made by such Licensor from time to time in its sole discretion, on a non-discriminatory basis and consistent with such Licensor’s business practices throughout the applicable License Term. (b) From time to time, at a Licensor’s reasonable written request and expense and for the purpose of verifying compliance with the Standards of Quality. Section 4.1(a), each Licensee shall provide or make available representative samples of the Products and Materials and any other further information reasonably requested by the applicable Licensor for that purpose (and shall procure the “Samples”); provided, however, that its Sublicensees shall) not use nor permit following the ▇▇▇▇ and Domain Names termination of an Existing Property Management Agreement with respect to be used in any manner which, as a direct result of such use of the Bally’s Managed Facilities or the ▇▇▇▇▇▇’▇ Managed Facilities, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person Bally’s Owner or entity (other than rights directly relating to the ▇▇▇▇); ▇▇’▇ Owner, as applicable, shall provide or (iv) subject Licensor to liability for any reason (other than as directly relating make available the Samples to the ▇▇▇▇)applicable Licensor no less than once per year. Any Each applicable Licensor shall provide its approval, communicate its disapproval or request changes to be made to the Products and all uses Materials represented by the Samples within fifteen (15) days of submission by such Licensee. If the ▇▇▇▇ and Domain Names applicable Licensor does not communicate its approval, disapproval (with a reasonably detailed explanation therefor) or requests for changes to such Licensee within fifteen (15) days, such Licensee’s submission of Samples shall be in accordance deemed approved. The applicable Licensor’s approval or request for changes shall not be unreasonably withheld, conditioned or delayed, and the applicable Licensor shall exercise such right on a non-discriminatory basis and consistent with all such Licensor’s business practices throughout the applicable national, European Union, local or other laws and regulationsLicense Term. 4.2 In order (c) Subject to promote adherence to the Standards compliance with Applicable Laws, upon reasonable notice, representatives of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, each Licensor shall have the right to: 4.2.1 Obtain from Licensee during normal business hours, to reasonable information as access to the nature and quality premises of the Services applicable Licensee to examine such Licensee’s business operations and use of the Advertising and Trademarks included in the manner in which the ▇▇▇▇ is used applicable Licensed IP in connection with the Services Licensed Field, solely to the extent reasonably necessary to confirm compliance with the quality control provisions of this Section 4.1; provided, however, that in no event shall the Licensor have access to the Licensee’s business operations and use of Trademarks if such access would violate Gaming Laws or Gaming Regulations. (d) Each Licensee shall make such changes in the Products and in the Materials as shall be reasonably required by the applicable Licensor to comply with this Agreement; provided, that such required changes are requested by the applicable Licensor on a non-discriminatory basis and are consistent with the applicable Licensor’s business practices. (e) Without limiting any other provision of this Agreement, any Products, any Materials, and the Advertising. 4.2.2 Itself manufacture, marketing, promotion, distribution and sale thereof, and the use or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description incorporation of the nonconformity that is reasonable under Licensed IP in any of the circumstances andforegoing, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes Applicable Laws (unless such non-compliance is a result of conduct and similar policies notified any non-compliance by Licensor with respect to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicenseesapplicable Licensed IP). 4.2.3 4.2 In conducting any such inspection or examination, Licensor shall take all steps reasonably required the event a Licensee fails to materially comply with the specifications and standards (including those specifications and standards contained in the Manual) communicated by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish the applicable Licensor, from time to time as reasonably requested by such Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify will furnish such Licensee of with written notice identifying such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available reasonably necessary, identifying the steps to cure such failure. Such Licensee shall, upon receipt of such notification from the applicable Licensor, include samples promptly commence and thereafter diligently pursue the correction of any nonconforming Advertising non-compliance and copies of any documentation relating shall endeavor to achieve such nonconformity). Licensee correction within sixty (60) days; provided, that such sixty (60) day correction period shall take all necessary steps to bring the Services and Advertising into conformity within be extended by an additional thirty (30) days if the applicable Licensee uses continuous reasonable efforts to make the requested corrections during the initial sixty (or 60) day period. If such other Licensee fails to make corrections to any material non-compliance within such time period mutually agreed upon by the partiesframe, such Licensee shall, within fifteen (15) after Licensee’s days of receipt of written notice from the applicable Licensor: (a) cease the use, manufacture, marketing, promotion, distribution or sale of the nonconformity. Notwithstanding non-complying Product or Material; and (b) not resume the foregoinguse, in manufacture, marketing, promotion, distribution or sale of such non-complying Product or Material until it has received written authorization from the event applicable Licensor and Licensee to do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeso.

Quality Control. 4.1 All use The Licensee shall ensure that the Events: (a) comply with all applicable law, rules, regulations, safety standards and codes of practice; (b) are of a quality and standard equal to good industry standard; and (c) are not defective in terms of workmanship, materials or otherwise. The Licensee shall further ensure that the ▇▇▇▇ Events are approved by Licensee and the Sublicensees shall be Licensor in compliance accordance with the Standards approval process set forth in Annex B attached to this Agreement. For the avoidance of Quality. Licensee doubt any approval given by the Licensor shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as constitute a direct result waiver of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person the Licensor or entity (other than rights directly relating the Licensee’s obligations and duties under this Agreement. 4.2 If the initial concept or samples provided under Section 4.1 are not approved by the Licensor the Licensee shall make such modifications as may reasonably be required by the Licensor and re submit such samples to the ▇▇▇▇); Licensor for its approval (such approval not to be unreasonably withheld or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇delayed). Any and all uses The Licensee shall not materially alter or amend the Events approved for production by the Licensor pursuant to this Section 4 without first obtaining the written approval of the ▇▇▇▇ and Domain Names shall be Licensor in accordance with all applicable national, European Union, local or other laws and regulationsSection 4.1. 4.2 In order to promote adherence 4.3 The Licensee shall on the Licensor’s request provide the Licensor with details of any complaints it has received in relation to the Standards Events together with a report on the steps taken or being taken to resolve and fully address such complaints. Any complaints raising or potentially raising any issue of Quality safety shall be reported to the Licensor (without a request from the Licensor being necessary) within ten working days of receipt. The Licensee shall comply with any reasonable directions given by the Licensor in respect of such complaints. 4.4 Licensor and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor its duly authorized representative(s) shall have the right to: 4.2.1 Obtain from Licensee right, during normal business hours upon reasonable information as advance notice, to the nature inspect any facility, storage, warehousing, vehicle, ship, aircraft, goods, supplies, and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is anything else used in connection with Licensed IP by Licensee in order for Licensor to monitor the Services quality of the Events being provided by Licensee and to ensure that the Advertising. 4.2.2 Itself quality of the Events is of the required standard and consistent with the samples provided. Upon Licensor’s written request, Licensee shall grant Licensor access to individuals or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit organizations served by Licensee in order for Licensor to monitor use of Licensed IP accordance with the offices quality standards and facilities other requirements of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if this Agreement. If Licensor notifies Licensee in writing of the disapproval of the quality of Events provided by Licensee in connection with Licensed IP or any misuse of Licensed IP, Licensee shall take prompt steps as reasonably required by the Licensor to improve such quality and/or to remedy trademark use. 4.5 Licensee acknowledges and agrees: (a) that it believes will use Licensed IP properly as determined by the applicable U.S. and European Union trademark laws; (b) that the Services are not conforming exercise of the licence and worldwide rights granted to the Standards of Quality or Licensee under this Agreement is subject to all applicable laws, enactments, regulations and other requirements of this Licencesimilar instruments, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided Licensee understands and agrees that Licensor or its authorised representative it shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices be solely liable and facilities of Licensee responsible for such due observance and its Sublicenseesperformance. 4.2.3 4.6 In conducting any such inspection or examination, Licensor shall take all steps order to promote the Events the Licensee may display so far as is reasonably required by Licensee or its Sublicensees to minimize disruption advertize and establish a link to the Events, Licensed IP on the Licensee’s and/or the Licensee manufacturers’, publishers’ distributors’ and/or retailers’, websites, on-line or Sublicensees’ business and to avoid disclosure physical publications, streaming services, game covers of any confidential and proprietary information and materialsthe digitally downloaded games or game add-ons, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent esports platforms or social media platforms and/or networking sites. The Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, agree from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard Licensee producing a limited amount of Quality merchandize clearly branded with the Events in any material respectorder to promote and advertise the Events, Licensor shall notify Licensee the cost of such failure in writing (which notice merchandize shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon be borne by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.

Quality Control. 4.1 All use 4.01 Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of high quality and that such amenities, services and products will be designed, manufactured, sold and distributed in full and complete compliance with all applicable laws of the ▇▇▇▇ by Licensee and the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use relevant jurisdictions of the ▇▇▇▇Operations. To this end, is likely Licensee shall, before opening to the public and before advertising or promoting its hotel casino resort services to the public, first request that the Licensor inspect and approve (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any facilities, and all uses of the ▇▇▇▇ and Domain Names such approval shall not be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar yearunreasonably withheld; and (ii) additionallyany and all advertising, if promotion, public relations material, merchandise, or promotional products ("Product Sample") before manufacture or production. Any Product Sample that contains any of the Licensed Property submitted to Licensor notifies Licensee shall be deemed approved unless Licensor disapproves the same in writing that it believes within thirty (30) days after receipt by Licensor. 4.02 All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance with prevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that the Services are not conforming Licensor's obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees to accept and comply upon reasonable written notice, with such quality control provisions as may be required under the Licensor's license agreements with third parties from whom Licensor has obtained the rights to the Standards Licensed Property. 4.03 Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation of Quality Licensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to the agreements listed on Schedule B. Accordingly, Licensee agrees to offer amenities or other requirements facilities of this Licence, high quality standards and not to sell defective products (seconds) which notice shall provide a description bear the marks of the nonconformity that is reasonable under Licensed Property. 4.04 Licensee agrees to operate the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee Operations in a manner which meets or exceeds the following minimum quality standards: (a) the business shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out be operated in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply compliance with all codes applicable laws and regulations of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities relevant jurisdictions of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materialsthe Operations, including, but not limited to, executing nondisclosure agreementshealth, provided safety, fire and business codes, tax laws, gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintained in a pristine manner, consistently neat, clean and in proper repair and decor, in a highly sanitary condition, and all food and beverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) the business shall be operated in a manner that such steps does not tarnish or diminish the value of the goodwill represented by the Licensed Property; and agreements (f) the business shall be operated in a manner that does not prevent adversely affect the goodwill or reputation of the Licensor and its affiliates or the Licensor's and its affiliates' ability to obtain or maintain licenses from pursuing any claims that it may have in connection with this Licenceregulatory authority, including the Nevada Gaming Commission. 4.2.4 Licensee agrees 4.05 Licensor (directly or through its authorized agents) shall have the right to furnish Licensorinspect the premises upon reasonable notice, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time time. If, at any time, the Services rendered or its Advertising fail, Licensee fails to operate the Operations in conformity with the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respectquality standards set forth herein, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity)deficiency. Licensee shall take all necessary steps have thirty (30) days within which to bring cure such deficiency. If the Services Licensee fails to cure any such failure, then Licensor may, at its option, cure the failure and Advertising into conformity charge the Licensee for the expense of doing so. In the event that the cure cannot be accomplished within thirty (30) days (or such other time days, but the Licensee has made a good faith effort to effect the cure, Licensor may extend the period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoingto cure for a reasonable time, in the event Licensor at Licensor's sole and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeabsolute discretion.

Quality Control. 4.1 All use Section 5.1. Licensee agrees that all Products bearing a Licensed ----------- Trademark pursuant to this Agreement shall be of a high standard and of such quality as to protect and enhance the ▇▇▇▇ by Licensed Trademarks and the goodwill and value pertaining thereto and shall meet Licensor's quality standards and specifications as set out specifically in the current formulae, ingredients and manufacturing specifications ("FIMS") for such Products, a copy of which has been provided to Licensee, and/or such modified formulae as shall be agreed in writing between Licensor and Licensee in the future, Licensor's consent to such modifications not to be delayed or withheld unreasonably. Licensee and its Manufacturing Agents (as defined in Section 5.5 below) shall manufacture, sell, distribute and promote the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be Products in accordance with all applicable nationalfederal, European Union, state and local or other laws and regulationslaws. 4.2 Section 5.2. In order to promote adherence assure that Licensee meets Licensor's ----------- quality standards and specifications, upon the request of Licensor, once each quarter during the Term (and at any other time, under justifiable circumstances), Licensee shall submit comprehensive affidavits, in a form that meets with Licensor's reasonable approval, from all of Licensee's quality control department managers responsible for ensuring compliance with the quality standards of the Products produced by that part of Licensee's or its Manufacturing Agents' business for which they are responsible, attesting under oath that Licensor's quality standards and Product specifications have been fully complied with during the prior quarter. At the same time, Licensee shall also submit representative Product samples, together with a listing of the number and nature of customer complaints relating to Product quality during that quarter and a summary of the Standards of Quality actions taken by Licensee in response to such complaints. Section 5.3. Licensee also agrees that Licensor may submit the ----------- quarterly Product samples provided for in Section 5.2 to an independent testing laboratory designated by Licensor to determine if the FIMS are being complied with, with the expense thereof to be borne by Licensee. Licensor also may periodically conduct, or hire independent inspectors to conduct, quality control inspections, upon reasonable notice and during normal business hours, at Licensee's plants to determine if the Licensor's FIMS for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ Products and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertisingprocessing thereof are being complied with. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit Section 5.4. In the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided event that Licensor or its authorised representative agents shall comply with all codes of conduct and similar policies notified to Licensor determine ----------- that any Products sold or distributed by Licensee and/or its Manufacturing Agents bearing or using Licensed Trademarks do not conform to Licensor's FIMS, and/or otherwise violate the provisions of this Article V, Licensee agrees, at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any expense, to take such inspection or examination, action as Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materialsdirects in writing, including, but not limited to, executing nondisclosure agreementswithdrawal and/or recall of such Products from the market and to refrain and cause its Manufacturing Agents to refrain from further sale and/or distribution of such Products under the Licensed Trademarks unless and until Licensee and/or its Manufacturing Agents shall have demonstrated to the reasonable satisfaction of Licensor that said Products conform to said FIMS and/or the provisions of this Article V, provided as the case may be. Section 5.5. If Licensee enters into co-packing agreements with ----------- suppliers or any other arrangement with respect to the processing or packaging of final Products by any person who is not a wholly owned subsidiary of Licensee, who will process or package final Products for the Licensee for sale in the Territory ("Manufacturing Agents"), Licensee must submit such co-packing agreements in draft form to Licensor or Licensor's License Coordinator for prior approval to ensure they include trademark protection and quality control provisions that such steps safeguard the rights of both the Licensor and agreements Licensee under this Agreement. Section 5.6. On a quarterly basis (or more often if reasonably ----------- requested by Licensor), Licensee shall not prevent Licensor from pursuing any claims that it may have review with Licensor's License Coordinator and obtain prior approval for, all advertising, promotional and point-of-purchase materials published or distributed by Licensee in connection with this Licence. 4.2.4 Products bearing Licensed Trademarks, such approval not to be withheld or delayed unreasonably. If Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples does not receive a response within ten (10) days of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available submission to Licensor, include samples of any nonconforming Advertising such advertising, promotional and copies of any documentation relating to such nonconformity). Licensee point-of- purchase materials shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputedeemed approved.

Quality Control. 4.1 All use a) The Parties recognize and acknowledge that the offering of goods or services of inferior quality under the any licensed marks hereunder may damage the business reputation of the ▇▇▇▇ by Licensee Parties and the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with such marks. Accordingly, in order to maintain the ▇▇▇▇ respective Parties’ reputation for quality, the Licensee will provide products and/or services under the licensed marks of a quality no less than its current quality. And all promotional material utilizing the licensed marks must be approved in writing by the Licensor prior to use. b) The Licensee shall at all times and the reputation of in all places permit the Licensor, by representatives designated by the Licensor, to inspect the use made of the Licensed Intellectual Property and the OCWEN IP, respectively, under this Agreement. At all times, the Licensee shall comply with the reasonable quality control procedures furnished or approved, from time to time, by the Licensor shall have concerning use of the right to: 4.2.1 Obtain from Licensee reasonable information as to licensed marks and the nature and quality of any goods or services offered thereunder. Upon reasonable prior notice, the Services Licensor may inspect and review the Advertising offices and records of the Licensee during normal business hours for compliance with this or any other provision of this Agreement. c) The Licensee shall use and display the licensed marks only in such form and manner as are specifically approved in advance by the Licensor. d) The Licensee shall cause to appear the legends, markings, and notices that the Licensor may direct on all material used by the Licensee in connection with the Licensed Intellectual Property and OCWEN IP, respectively, and on any printed matter on which the Licensee elects to have licensed marks appear. e) The Licensee shall be permitted to use any designs, materials, packages, labels, promotional materials and advertising materials in relation to any goods or services approved by the Licensor; provided, however, that in the event that, after the Effective Date, any such design, material, package, label, promotional material or advertising material is materially modified, or the manner in which any of the ▇▇▇▇ foregoing is used in connection with is proposed to be materially modified, the Services and Licensee shall obtain the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description approval of the nonconformity that is reasonable under the circumstances andLicensor (such approval not to be unreasonably withheld) for such design, if appropriate and available to Licensormaterial, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examinationpackage, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materialslabel, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoicespromotional material, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as modified use thereof prior to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeany use thereof.

Quality Control. 4.1 (i) The Distributor shall at all times maintain the qualify standards set forth by Bollore for all goods and services in connection with which the Marks are used, except that if an Alternate Supplier or the Distributor is permitted to manufacture Products under this Agreement, the quality standards shall be determined in accordance with the next two sentences. In the event that an Alternate Supplier or the Distributor is permitted to manufacture under this Agreement, Bollore shall supply the Distributor with a set of specifications for the manufacture of the Products within 8 business days of Bollore's Adjustment Notice under Section 3(f) or Discontinuance Notice (as hereinafter defined) under Section 9(b), or the occurrence of a Disruption Event (as hereinafter defined) under Section 9(a), which specifications shall be the same as those used by Bollore for the year immediately prior to the notice or event. The Distributor shall submit to Bollore, for its written approval, samples of any Product to be manufactured by an Alternate Supplier or the Distributor and if Bollore and the Distributor are unable to agree whether such samples meet the specifications within two business days, then the parties shall submit the samples to an Independent Evaluator (selected in accordance with the procedures set forth in Section 2) who shall determine whether or not such samples meet the specifications within two business days and whose determination shall be binding on the parties. The Distributor agrees to cooperate with Bollore to ensure preservation of the goodwill associated with the Marks and to comply in all material respects with all applicable laws and regulations pertaining to the goods and services in connection with which the Marks are used. All use of the Marks shall conform to the image and reputation associated therewith. (ii) the design and manufacture of all goods or promotional material (an "Article") bearing the ▇▇▇▇ by Licensee and the Sublicensees shall be subject to the prior written approval of Bollore. To this end, samples of each such Article shall be submitted to Bollore, free of cost to Bollore, for written approval prior to any distribution or other use by the Distributor. After such samples have been approved by Bollore, the Distributor shall not modify or alter the Article in compliance with the Standards of Qualityany respect without Bollore's prior written consent. Licensee The Distributor shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person other trademark or entity tradename (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local its corporate name or other laws and regulations. 4.2 In order fictitious corporate name reasonably acceptable to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used Bollore) in connection with the Services and the AdvertisingProducts. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (iiii) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time Bollore notifies the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity Distributor that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to an Article (i) whether a nonconformity existsfails to be of substantially the same quality as that previously approved by Bollore, the Distributor shall immediately cease the production, sale, distribution and promotion of such non-conforming Article, or (ii) a remedy for fails to be of at least the nonconformitysame quality, or (iii) the date by which the nonconformity will be correctedbut with defects in quality that are not substantial, the parties Distributor shall engage senior management cease production of each party’s parent company such Article, but shall not be required to resolve case distribution of such disputeArticle for a period of 60 days, after which period no such Articles shall be manufactured or distributed unless they conform to all quality standards applicable thereto.

Quality Control. 4.1 (i) The Distributor shall at all times maintain the qualify standards set forth by Bollore for all goods and services in connection with which the Marks are used, except that if an Alternate Supplier or the Distributor is permitted to manufacture Products under this Agreement, the quality standards shall be determined in accordance with the next two sentences. In the event that an Alternate Supplier or the Distributor is permitted to manufacture under this Agreement, Bollore shall supply the Distributor with a set of specifications for the manufacture of the Products within 8 business days of Bollore's Adjustment Notice under Section 3(f) or Discontinuance Notice (as hereinafter defined) under Section 9(b), or the occurrence of a Disruption Event (as hereinafter defined) under Section 9(a), which specifications shall be the same as those used by Bollore for the year immediately prior to the notice or event. The Distributor shall submit to Bollore, for its written approval, samples of any Product to be manufactured by an Alternate Supplier or the Distributor and if Bollore and the Distributor are unable to agree whether such samples meet the specifications within two business days, then the parties shall submit the samples to an Independent Evaluator (selected in accordance with the procedures set forth in Section 2) who shall determine whether or not such samples meet the specifications within two business days and whose determination shall be binding on the parties. The Distributor agrees to cooperate with Bollore to ensure preservation of the goodwill associated with the Marks and to comply in all material respects with all applicable laws and regulations pertaining to the goods and services in connection with which the Marks are used. All use of the Marks shall conform to the image and reputation associated therewith. (ii) the design and manufacture of all goods or promotional material (an "Article") bearing the ▇▇▇▇ by Licensee and the Sublicensees shall be subject to the prior written approval of Bollore. To this end, samples of each such Article shall be submitted to Bollore, free of cost to Bollore, for written approval prior to any distribution or other use by the Distributor. After such samples have been approved by Bollore, the Distributor shall not modify or alter the Article in compliance with the Standards of Qualityany respect without Bollore's prior written consent. Licensee The Distributor shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person other trademark or entity tradename (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local its corporate name or other laws and regulations. 4.2 In order fictitious corporate name reasonably acceptable to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used Bollore) in connection with the Services and the AdvertisingProducts. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (iiii) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time Bollore notifies the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity Distributor that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to an Article (i) whether a nonconformity existsfails to be of substantially the same quality as that previously approved by Bollore, the Distributor shall immediately cease the production, sale, distribution and promotion of such non-conforming Article, or (ii) a remedy for fails to be of at least the nonconformitysame quality, or (iii) the date by which the nonconformity will be correctedbut with defects in quality that are not substantial, the parties Distributor shall engage senior management cease production of each party’s parent company such Article, but shall not be required to resolve case distribution of such disputeArticle for a period of 60 days, after which period no such Articles shall be manufactured or distributed unless they conform to all quality standards applicable thereto.

Quality Control. 4.1 All use In order to protect the Trademarks included in the Licensed IP, including the goodwill related thereto, each Licensee covenants and agrees as follows: (a) The nature and quality of the ▇▇▇▇ by Licensee all Products and the Sublicensees Materials shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) be subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor applicable Licensor’s approval, such approval to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with the terms and conditions set forth in this Section 4, and (ii) meet all standards and specifications which such Licensor may from time to time give to such Licensee, on a non-discriminatory basis and consistent with such Licensor’s business practices throughout the applicable nationalLicense Term. Each Licensor acknowledges that the standards and specifications of the Products and the Materials being manufactured, European Unionadvertised, local or other laws publicized, promoted, marketed and regulationssold at the time of the Effective Date, if any, meet all such standards and specifications. Each Licensee will continue to comply with the applicable Licensor’s existing standards and specifications and with any brand standards manual provided by such Licensor (“Manual”), if any, and with all changes in said standards and specifications and in the Manual as they are made by such Licensor from time to time in its sole discretion, on a non-discriminatory basis and consistent with such Licensor’s business practices throughout the applicable License Term. 4.2 In order (b) From time to promote adherence to the Standards of Quality time, at a Licensor’s reasonable written request and expense and for the purpose of protecting verifying compliance with Section 4.1(a), each Licensee shall provide or make available representative samples of the Products and maintaining Materials and any other further information reasonably requested by the goodwill associated applicable Licensor for that purpose (the “Samples”); provided, however, that following the termination of an Existing Property Management Agreement with respect to the Bally’s Managed Facilities or the H▇▇▇▇▇’▇ Managed Facilities, Bally’s Owner or H▇▇▇▇▇’▇ Owner, as applicable, shall provide or make available the Samples to the applicable Licensor no less than once per year. Each applicable Licensor shall provide its approval, communicate its disapproval or request changes to be made to the Products and Materials represented by the Samples within fifteen (15) days of submission by such Licensee. If the applicable Licensor does not communicate its approval, disapproval (with a reasonably detailed explanation therefor) or requests for changes to such Licensee within fifteen (15) days, such Licensee’s submission of Samples shall be deemed approved. The applicable Licensor’s approval or request for changes shall not be unreasonably withheld, conditioned or delayed, and the reputation applicable Licensor shall exercise such right on a non-discriminatory basis and consistent with such Licensor’s business practices throughout the applicable License Term. (c) Subject to compliance with Applicable Laws, upon reasonable notice, representatives of the Licensor, each Licensor shall have the right to: 4.2.1 Obtain from Licensee during normal business hours, to reasonable information as access to the nature and quality premises of the Services applicable Licensee to examine such Licensee’s business operations and use of the Advertising and Trademarks included in the manner in which the ▇▇▇▇ is used applicable Licensed IP in connection with the Services Licensed Field, solely to the extent reasonably necessary to confirm compliance with the quality control provisions of this Section 4.1; provided, however, that in no event shall the Licensor have access to the Licensee’s business operations and use of Trademarks if such access would violate Gaming Laws or Gaming Regulations. (d) Each Licensee shall make such changes in the Products and in the Materials as shall be reasonably required by the applicable Licensor to comply with this Agreement; provided, that such required changes are requested by the applicable Licensor on a non-discriminatory basis and are consistent with the applicable Licensor’s business practices. (e) Without limiting any other provision of this Agreement, any Products, any Materials, and the Advertising. 4.2.2 Itself manufacture, marketing, promotion, distribution and sale thereof, and the use or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description incorporation of the nonconformity that is reasonable under Licensed IP in any of the circumstances andforegoing, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes Applicable Laws (unless such non-compliance is a result of conduct and similar policies notified any non-compliance by Licensor with respect to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicenseesapplicable Licensed IP). 4.2.3 4.2 In conducting any such inspection or examination, Licensor shall take all steps reasonably required the event a Licensee fails to materially comply with the specifications and standards (including those specifications and standards contained in the Manual) communicated by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish the applicable Licensor, from time to time as reasonably requested by such Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify will furnish such Licensee of with written notice identifying such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available reasonably necessary, identifying the steps to cure such failure. Such Licensee shall, upon receipt of such notification from the applicable Licensor, include samples promptly commence and thereafter diligently pursue the correction of any nonconforming Advertising non-compliance and copies of any documentation relating shall endeavor to achieve such nonconformity). Licensee correction within sixty (60) days; provided, that such sixty (60) day correction period shall take all necessary steps to bring the Services and Advertising into conformity within be extended by an additional thirty (30) days if the applicable Licensee uses continuous reasonable efforts to make the requested corrections during the initial sixty (or 60) day period. If such other Licensee fails to make corrections to any material non-compliance within such time period mutually agreed upon by the partiesframe, such Licensee shall, within fifteen (15) after Licensee’s days of receipt of written notice from the applicable Licensor: (a) cease the use, manufacture, marketing, promotion, distribution or sale of the nonconformity. Notwithstanding non-complying Product or Material; and (b) not resume the foregoinguse, in manufacture, marketing, promotion, distribution or sale of such non-complying Product or Material until it has received written authorization from the event applicable Licensor and Licensee to do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeso.

Quality Control. 4.1 (i) The Distributor shall at all times maintain the quality standards set forth by Bollore for all goods and services in connection with which the Marks are used, except that if an Alternate Supplier or the Distributor is permitted to manufacture Products under this Agreement, the quality standards shall be determined in accordance with the next two sentences. In the event that an Alternate Supplier or the Distributor is permitted to manufacture under this Agreement, Bollore shall supply the Distributor with a set of specifications for the manufacture of the Products within 8 business days of Bollore's Adjustment Notice under Section 3(f) or Discontinuance Notice (as hereafter defined) under Section 9(b), or the occurrence of a Disruption Event (as hereafter defined) under Section 9(a), which specifications shall be the same as those used by Bollore for the year immediately prior to the notice or event. The Distributor shall submit to Bollore, for its written approval, samples of any Product to be manufactured by an Alternate Supplier or the Distributor and if Bollore and the Distributor are unable to agree whether such samples meet the specifications within two business days, then the parties shall submit the samples to an Independent Evaluator (selected in accordance with the procedures set forth in Section 2) who shall determine whether or not such samples meet the specifications within two business days and whose determination shall be binding on the parties. The Distributor agrees to cooperate with Bollore to ensure preservation of the goodwill associated with the Marks and to comply in all material respects with all applicable laws and regulations pertaining to the goods and services in connection with which the Marks are used. All use of the Marks shall conform to the image and reputation associated therewith. (ii) The design and manufacture of all goods or promotional material (an "Article") bearing the ▇▇▇▇ by Licensee and the Sublicensees shall be subject to the prior written approval of Bollore. To this end, samples of each such Article shall be submitted to Bollore, free of cost to Bollore, for written approval prior to any distribution or other use by the Distributor. After such samples have been approved by Bollore, the Distributor shall not modify or alter the Article in compliance with the Standards of Qualityany respect without Bollore's prior written consent. Licensee The Distributor shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person other trademark or entity tradename (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local its corporate name or other laws and regulations. 4.2 In order fictitious corporate name reasonably acceptable to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used Bollore) in connection with the Services and the AdvertisingProducts. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (iiii) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time Bollore notifies the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity Distributor that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to an Article (i) whether a nonconformity existsfails to be of substantially the same quality as that previously approved by Bollore, the Distributor shall immediately cease the production, sale, distribution and promotion of such non-conforming Article, or (ii) a remedy for fails to be of at least the nonconformitysame quality, or (iii) the date by which the nonconformity will be correctedbut with defects in quality that are not substantial, the parties Distributor shall engage senior management cease production of each party’s parent company such Article, but shall not be required to resolve cease distribution of such disputeArticle for a period of 60 days, after which period no such Articles shall be manufactured or distributed unless they conform to all quality standards applicable thereto.

Quality Control. 4.1 All use 3.1 In order to protect the Licensed Trademarks, including the goodwill associated therewith, Licensee covenants and agrees as follows: (a) The nature and quality of the ▇▇▇▇ by Licensee all Products and the Sublicensees Materials shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) be subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating Licensor’s approval, such approval to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with the terms and conditions set forth in this Section 3, and (ii) meet all applicable nationalstandards and specifications which Licensor may from time to time give to Licensee, European Unionon a Non-Discriminatory basis, local and consistent with Licensor’s business practices with respect to the Property prior to the Effective Date and Licensor’s general business practices throughout the Term. Licensor acknowledges that the standards and specifications of (x) Products and Materials (including use of the Licensed Marks on or other laws in connection therewith) used, manufactured, advertised, publicized, promoted, marketed, provided, distributed, offered for sale, and regulationssold, and (y) use of the Licensed Trademarks on or in connection with the development and Operation of the Property, as of the Effective Date, if any, meet all such standards and specifications. Licensee will continue to comply with Licensor’s existing standards and specifications and with any brand standards manual provided by Licensor (“Manual”), if any, and with all changes in said standards and specifications and in the Manual as they are made by Licensor and noticed to Licensee from time to time in Licensor’s sole discretion, on a Non-Discriminatory basis, consistent with Licensor’s business practices with respect to the Property prior to the Effective Date and Licensor’s general business practices throughout the Term. 4.2 In order (b) From time to promote adherence to the Standards of Quality time, at Licensor’s reasonable written request and expense and for the purpose of protecting and maintaining the goodwill associated verifying compliance with the ▇▇▇▇ and the reputation Section 3.1(a), Licensee shall provide or make available representative samples of the Products and Materials and any other further information reasonably requested by Licensor for that purpose (the “Samples”). Licensor shall provide its approval, communicate its disapproval, or request changes to be made to Products and Materials represented by the Samples within fifteen (15) days of submission by Licensee. If Licensor does not communicate its approval, disapproval (with a reasonably detailed explanation therefor) or requests for changes to Licensee within fifteen (15) days, Licensee’s submission of Samples shall be deemed approved. Licensor’s approval or request for changes shall not be unreasonably withheld, conditioned or delayed, and Licensor shall exercise such right on a Non-Discriminatory basis, consistent with Licensor’s business practices with respect to the Property prior to the Effective Date and Licensor’s general business practices throughout the Term. (c) Subject to compliance with applicable laws, upon reasonable notice, representatives of Licensor shall have the right to: 4.2.1 Obtain from Licensee right, during normal business hours, to reasonable information as access to the nature premises of Licensee to examine Licensee’s relevant business operations and quality use of the Services Licensed Trademarks, solely to the extent reasonably necessary to confirm compliance with the quality control provisions of this Section 3.1; provided, however, that in no event shall Licensor have access to Licensee’s business operations or use of the Licensed Trademarks if such access would violate Gaming Laws. (d) Licensee shall make such changes in the Products and Materials as shall be reasonably required by Licensor to comply with this Agreement; provided, that such required changes are on a Non-Discriminatory basis, consistent with Licensor’s business practices with respect to the Property prior to the Effective Date and Licensor’s general business practices throughout the Term. (e) Without limiting any other provision of this Agreement, any Products and Materials, and the Advertising manufacture, marketing, promotion, distribution and sale thereof, and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertising. 4.2.2 Itself use or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description incorporation of the nonconformity that is reasonable under Licensed Trademarks in any of the circumstances andforegoing, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes applicable laws (unless such non-compliance is a result of conduct and similar policies notified any non-compliance by Licensor with respect to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicenseesapplicable Licensed Trademarks). 4.2.3 3.2 In conducting the event Licensee fails to comply with any such inspection or examinationmaterial specifications and standards (including those material specifications and standards contained in the Manual) communicated by Licensor consistent with this Agreement, Licensor shall take all steps reasonably required by will furnish Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of written notice identifying such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available reasonably necessary, identifying the steps to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating cure such failure (with simultaneous notice to such nonconformityLandlord). Licensee shall, upon receipt of such notification from Licensor, promptly commence and thereafter diligently pursue the correction of any non-compliance and shall take all necessary steps endeavor to bring the Services and Advertising into conformity achieve such correction within sixty (60) days; provided, that such sixty (60) day correction period shall be extended by an additional thirty (30) days (or such other time period longer as mutually agreed upon by Licensor and Licensee) if Licensee uses continuous reasonable efforts to make the partiesrequested corrections during the initial sixty (60) after Licensee’s day period. If Licensee fails to make corrections to any material non-compliance within such time frame, Licensee shall, within fifteen (15) days of receipt of written notice from Licensor (or longer as mutually agreed by Licensor and Licensee): (a) cease the use, manufacture, marketing, promotion, distribution or sale of the nonconformity. Notwithstanding non-complying Products and Materials; and (b) not resume the foregoinguse, in the event manufacture, marketing, promotion, distribution or sale of such non-complying Products and Materials until it has received written authorization from Licensor and Licensee to do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeso.

Quality Control. 4.1 All To the extent required by the laws of a particular country or jurisdiction, with respect to Trademarks, the Licensor and the Licensee shall use reasonable efforts to maintain the quality of products and services associated with the Trademarks as follows: (a) The products and services provided by the Licensee in connection with the Trademarks shall be at a commercially reasonable level which is substantially comparable in the aggregate to the quality of any similar products or services provided by the JV Entities or Henkel, as applicable, prior to the Effective Date. (b) The Licensee shall, at the Licensor’s expense, provide the Licensor with samples of Licensee’s products (with respect to trademarks) and advertising and promotional materials (with respect to service marks), together with such numbers and varieties of cartons, containers, packaging and other materials as reasonably demonstrate use of the ▇▇▇▇ Trademarks in connection with Licensee’s products and services, as the Licensor may reasonably request from time to time, but not more than twice during any twelve (12) consecutive month period. (c) After providing the Licensee with at least thirty (30) days prior written notice, at such time and location as may be mutually agreed upon by the Licensee and the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, not more than once during any twelve (12) consecutive month period, the Licensor shall have the right to:to make reasonable inspection of the premises where the products and services associated with the Trademarks are manufactured or provided, as applicable. The Licensor’s exercise of its rights under this subsection shall be subject to such reasonable scheduling, confidentiality and other requirements as may be imposed by any third party manufacturer engaged by the Licensee. 4.2.1 Obtain from (d) In the event of the Licensee’s substantial failure to perform any of its material obligations under this Section, the Licensor shall provide the Licensee and the Technology Cooperation Committee with written notice specifying in reasonable information as to detail the nature and quality of the Services failure to perform. The Technology Cooperation Committee shall promptly consider the matter and attempt to recommend a mutually satisfactory resolution to Henkel and Ecolab. In the Advertising and event that it is determined that corrective action must be taken by the manner in which Licensee, the ▇▇▇▇ is used in connection Licensee shall be provided with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice of such determination. Upon receipt of such notice, visit the offices Licensee shall diligently and facilities in good faith commence taking such actions as may be commercially reasonable to substantially correct or cure its failure to perform (the “Trademark Corrective Action”). Within ninety (90) days after its receipt of such notice (the “Trademark Cure Period”), the Licensee where shall have completed such actions as may be reasonably necessary to have substantially corrected or cured its failure to perform. The inability or failure of a party to have taken the Services are developed, designed, marketed, promoted, sold, serviced or rendered Trademark Corrective Action during the Trademark Cure Period shall not constitute a breach of this Section (i) up so long as the Licensee has in good faith commenced the Trademark Corrective Action during the Trademark Cure Period and has made progress towards the correction or cure of its failure to two (2) times per calendar year; and perform, or (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description nature of the nonconformity that is reasonable under failure to perform, and/or the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee consequences of such failure in writing (which notice shall provide a description of to perform, are such that the nonconformity that Licensee is reasonable under reasonably unable to take, commence or complete the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring Trademark Corrective Action during the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoingTrademark Cure Period, in which case the event Licensor and Licensee do not agree Trademark Cure Period shall be deemed to be extended for such period of time as to (i) whether a nonconformity exists, (ii) a remedy may be reasonably necessary for the nonconformity, or (iii) Licensee to take the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeTrademark Corrective Action.

Quality Control. 4.1 All use 5.1 DFC/Morningstar desires to maintain the validity of the ▇▇▇▇ by Licensee Trademarks and the Sublicensees goodwill associated therewith and DFC/Morningstar agrees, therefore, to maintain high standards in manufacturing and packaging of Licensed Products. 5.2 DFC/Morningstar agree that Licensed Products shall be in compliance with the Standards of Quality. Licensee shall (manufactured, packaged, stored, distributed and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be sold in accordance with all applicable nationalfederal, European Unionstate or local laws, local or other laws regulations, rules and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensorguidelines, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, including but not limited toto good manufacturing practices prevailing in the industry, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it now in effect or which may have in connection with this Licencehereinafter come into effect. 4.2.4 Licensee agrees 5.3 DFC/Morningstar agree that Licensed Products shall be manufactured and packaged in accordance with the formulas, specifications, and samples mutually approved by DFC/Morningstar and LOL prior to furnish Licensorthe initial manufacture of each and every Licensed Products by DFC/Morningstar or a third party manufacturer. The parties agree that all formulas and specifications utilized by LOL, from time DMA or DFC as of the Effective Date of this Agreement shall be deemed approved by LOL. In the event DFC/Morningstar desires to time make any modifications to the formulas or specifications for Licensed Products, it shall provide LOL with written notice of DFC/Morningstar's desire to make such modifications. LOL shall respond to DFC/Morningstar's request for such modifications as soon as reasonably requested by Licensor possible, but in any no event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s LOL's receipt of written DFC/Morningstar's notice of the nonconformityproposed modifications or LOL's approval of the proposed modifications shall be presumed. Notwithstanding The parties agree that no modifications shall be made to the foregoingformulas or specifications for Licensed Products without LOL's prior approval, in the event Licensor and Licensee do which consent shall not agree as be unreasonably withheld. 5.4 DFC/Morningstar agrees to (i) whether provide LOL, at DFC/Morningstar's expense, with reasonable samples of Licensed Products, on a nonconformity existsquarterly basis, (ii) upon receipt of requests from LOL. Any samples requested by LOL more frequently than on a remedy for the nonconformityquarterly basis shall be at LOL's expense. 5.5 DFC/Morningstar shall allow LOL, or its designated representative, to inspect, on a confidential basis, a copy of all DFC's quality control manuals that relate to the safety and quality of the manufacture, packaging and storage of Licensed Products. DFC/Morningstar agrees to manufacture, package and store Licensed Products in strict accordance with such manuals. 5.6 DFC shall keep and maintain, for a period of at least two (iii2) years following each production run, complete and accurate production, quality control and distribution records relating to Licensed Products. LOL shall have the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company right to resolve inspect all such disputerecords on a confidential basis during normal business hours and subsequent to providing DFC with at least forty-eight (48) hours prior notice.

Quality Control. 4.1 All use 3.01 Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of the ▇▇▇▇ by Licensee exceptional quality and the Sublicensees shall that such amenities, services and products will be designed, manufactured, sold and distributed in full and complete compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable nationallaws. To this end, European UnionLicensee shall, local upon Licensor’s written request, permit Licensor to inspect and approve the facilities and, upon Licensor’s written request, any and all advertising, promotion, public relations material, merchandise, or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation promotional products (“Product Sample”) before manufacture or production. Any Product Sample that contains any of the Licensed Property submitted to Licensor, if any, shall be deemed approved unless Licensor shall have disapproves the right to: 4.2.1 Obtain from Licensee reasonable information as to same in writing within thirty (30) days after receipt by Licensor. In the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if event that Licensor notifies Licensee in writing that it believes disapproves of any particular use of the Licensed Property, whether or not it had been previously submitted to Licensor for approval or approved by Licensor, Licensee shall promptly phase out and cease such usage. 3.02 All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance with prevailing U.S. Customs and Federal Trade Commission laws, rules and regulations and other applicable laws, rules and regulations. To the extent that Licensor’s obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees to accept and comply, upon reasonable written notice, with such quality control provisions as may be required under Licensor’s license agreements with third parties from whom Licensor has obtained the Services are not conforming rights to the Standards Licensed Property. 3.03 Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation of Quality Licensor and any third party from whom Licensor has obtained the rights, including but not limited to the parties to the agreements listed on Schedule B. Accordingly, Licensee agrees not to offer amenities or other requirements facilities of this Licence, less than the highest quality standards or to sell defective products (seconds) which notice shall provide a description bear the marks of the nonconformity that is reasonable under Licensed Property. 3.04 Licensee agrees to operate the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee Las Vegas Operations in a manner which meets or exceeds the following minimum quality standards: (a) the business shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out be operated in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply compliance with all codes of conduct applicable local, state and similar policies notified to Licensor by Licensee at all times while visiting the offices federal laws and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materialsregulations, including, but not limited to, executing nondisclosure agreementshealth, provided safety, fire and business codes, tax laws, gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional and reputable manner reasonably free from consumer complaints; (d) the premises shall be maintained in a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food and beverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) the business shall be operated in a manner that such steps and agreements shall does not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which tarnish or diminish the ▇▇▇▇ is affixed and representative samples showing other uses value of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon goodwill represented by the partiesLicensed Property; and (f) after Licensee’s receipt the business shall be operated in a manner that does not adversely affect the goodwill or reputation of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as its affiliates or the ability of Licensor and its affiliates to (i) whether a nonconformity exists, (ii) a remedy for obtain or maintain licenses from any regulatory authority including the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeNevada Gaming Commission.

Quality Control. 4.1 All 30.1 LICENSEE acknowledges that maintenance of high quality of the Licensed Products, and LICENSEE'S certification of such quality to THE REGENTS as provided for in this Article 30, are material conditions for LICENSEE'S use of Licensed Trademarks on Licensed Products or for Licensed Methods. 30.2 LICENSEE will request in writing THE REGENTS' approval to use Licensed Trademarks on each of its Licensed Products and for each of its Licensed Methods. LICENSEE will include in such requests, a written certification to THE REGENTS that Licensed Products manufactured by LICENSEE and its sublicensees meet the ▇▇▇▇ performance and quality specifications of sections 3.1 (Dose Calculation), 4.0 (Performance), and 6.0 (Quality) of System Requirements Specifications (SRS) Document PG-0060v1.1, which specifications may be adjusted by Licensee THE REGENTS from time to time. LICENSEE'S initial certification will occur prior to first Sales of Licensed Products and the Sublicensees shall be in compliance with the Standards thereafter prior to first Sales of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names Licensed Products, which Licensed Products embody changes of sufficient magnitude to be used in any manner whichrequire, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable nationalLICENSEE'S normal practices, European Union, local or other laws and regulationsan Engineering Change Order for product release. 4.2 In order to promote adherence to 30.3 All matters concerning quality control requiring the Standards approval of Quality and THE REGENTS or the exercise of its discretion shall be the sole subjective discretion of THE REGENTS. A submission for the purpose approval shall be deemed disapproved unless THE REGENTS provides LICENSEE a written notice of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertisingapproval within ten (10) days after receipt by THE REGENTS. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 30.4 If at any time THE REGENTS denies or withdraws its approval of the Services rendered use of Licensed Trademarks on a Licensed Product or its Advertising failfor a Licensed Method, LICENSEE shall immediately cease all use of the Licensed Trademarks on such Licensed Products and shall remove such from public sale or distribution. In such event, THE REGENTS shall not be liable to LICENSEE for any costs or expenses incurred by LICENSEE in the reasonable judgment of Licensordesign, to conform to the Standard of Quality in any material respectmanufacture, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances anddistribution, if appropriate and available to Licensoradvertising, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformitypromotion, or (iii) the date by sale of Licensed Products for which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeTHE REGENTS has withdrawn its approval.

Quality Control. 4.1 All use 10.1 The Licensee warrants that all items manufactured, advertised, and sold under the terms of the ▇▇▇▇ by Licensee and the Sublicensees this Agreement shall be conform in compliance all material respects with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be digital Samples provided in accordance with all applicable national, European Union, local or other laws Clause 9 above and regulationsapproved by the Licensor. 4.2 In order 10.2 The Licensee shall provide digital samples of any amended, altered or new items to promote adherence be introduced during the term of this Agreement prior to the Standards release thereof for approval in accordance with Clause 9 above. 10.3 Not later than the first day of Quality and the launch of CODA Merchandise, the Licensee shall deliver to Licensor free of charge one (1) of each article of CODA Merchandise which shall not be for the purpose of protecting resale and maintaining which shall be royalty free. 10.4 The Licensor shall be entitled, subject to reasonable notice, (but not more frequently than once every six months) to inspect the goodwill associated with the ▇▇▇▇ and the reputation Licensee's current stock of the Licensor, CODA Merchandise. 10.5 The Licensee shall put in place commercially reasonable and customary quality control procedures relating to the licensed items and ensure their implementation by skilled personnel. 10.6 The Licensee shall notify the Licensor shall have of all complaints received by the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertisingany licensed items. 4.2.2 Itself 10.7 The Licensee acknowledges that neither the Licensor nor the Licensee are competent to determine whether any of the licensed items are safe for sale or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming dissemination to the Standards of Quality public and that any examination or other requirements of this Licence, which notice shall provide a description checks made by the Licensor are principally to ensure protection of the nonconformity that is reasonable under COLLECTION and BRAND and any approval given by the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee in no way detract from the Licensee's duties in or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with obligations under this LicenceAgreement. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.

Quality Control. 4.1 All use 6.1 CSL will supply Product(s) free of defects in materials and manufacture, and in compliance with the Specification and any Conditions of Registration (including protocols to EU-regulations) set by the Registration Authority of which ▇▇▇▇▇ by Licensee has given CSL reasonable prior written notice. 6.2 CSL and the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇▇ and Domain Names will enter into a GMP Agreement, which is to be used reviewed annually on or before 30 November, that is to be consistent with terms of this Agreement. 6.3 CSL will keep proper records and reference samples of all of its manufacturing and quality control activities performed under this Agreement. CSL will provide, on request, to ▇▇▇▇▇ a copy of CSL’s current TGA certificate. ▇▇▇▇▇ may audit such records and the production facilites at reasonable intervals, on reasonable notice during normal business hours. 6.4 CSL will notify ▇▇▇▇▇ of any special storage requirements for the Product(s). 6.5 ▇▇▇▇▇ will store the Product(s) in any suitable storage facilities having regard to both the Specification and Conditions of Registration and in a manner whichwhich ensures proper rotation of stock. 6.6 ▇▇▇▇▇ will test samples of delivered Product(s) and if it believes a particular Product(s) (hereinafter referred to as “the Notified Product”) does not comply with clause 6.1, it will notify CSL advising the batch number. CSL will examine and test from that batch a sample retained by it (hereinafter referred to as a direct result of such use of “the Batch Sample”). If CSL finds the Batch Sample does not comply with clause 6.1 then CSL will if practicable replace the Notified Product in due time and after discussion with ▇▇▇▇▇. 6.7 If CSL finds the Batch Sample does comply with clause 6.1 and ▇▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating based on its own results, does not accept CSL’s findings, then a mutually agreed independent testing agency will make a final decision with regard to the release specification of the Notified Product, and that finding will be conclusive for the two parties. If it supports CSL findings it is evidence for all purposes that the Notified Product complied with in clause 6.1 when loaded for delivery at CSL’s premises. CSL will not be liable to replace or allow a credit in respect of the Notified Product. The alleged failure of the Notified Product to comply with clause 6.1 will be deemed to have arisen or been caused by reason of an act or default of a person (not being CSL or an employee or agent of CSL) or a cause independent of human control occurring after the Notified Product was loaded for delivery at CSL’s premises. If the releasing authority’s findings do not support CSL’s findings the Product(s) CSL will if practicable replace the Notified Product in due time and after discussion with ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses The cost of the ▇▇▇▇ independent testing agency will be shared equally by CSL and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation BERNA regardless of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertisingoutcome. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.

Quality Control. 4.1 All use 10.1 LICENSEE agrees that the LICENSED PRODUCTS sold or distributed by it in association with the LICENSED PROPERTIES shall be of a high standard and of such style, appearance, and quality as to be adequate and suited to their exploitation do the best advantage and to the protection and enhancement of the ▇▇▇▇ by Licensee LICENSED PROPERTIES and the Sublicensees goodwill pertaining thereto. LICENSEE also agrees that the LICENSED PRODUCTS shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in meet or exceed any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of government standards, regulations, guidelines, rules, laws, and the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulationslike regarding such LICENSED PRODUCTS. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to 10.2 To assure that the nature and quality of LICENSED PRODUCTS are satisfactory, LICENSEE shall, before selling or distributing any of the Services and LICENSED PRODUCTS, furnish to LICENSOR, a sample of the Advertising and the manner in which the ▇▇▇▇ is used in connection LICENSED PRODUCT together with the Services catalogs, brochures, and advertising. The quality and style of such LICENSED PRODUCTS shall be subject to LICENSOR's prior written approval. LICENSOR shall state its approval or disapproval of the Advertisingsample within twenty (20) business days of receipt of the sample, and shall not unreasonably withhold approval. After the sample of the LICENSED PRODUCT, brochures, catalogs, and advertising have been approved pursuant to this AGREEMENT, LICENSEE shall not depart therefrom in any material respect without LICENSOR's prior written approval. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 10.3 If at any time the Services rendered or its Advertising fail, in LICENSED PRODUCTS do not meet the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description QUALITY LEVEL of the nonconformity that is reasonable under samples approved by the circumstances andLICENSOR, if appropriate and available LICENSOR shall have the right to Licensorrequire LICENSEE to discontinue the use of the LICENSED PROPERTIES in connection with the sale of the LICENSED PRODUCTS, include samples of any nonconforming Advertising and copies of any documentation relating unless modifications satisfactory to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity LICENSOR are made within thirty sixty (3060) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written from notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputedisapproval.

Quality Control. 4.1 All use of the ▇▇▇▇ by Licensee and the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject perform all acts reasonably requested by Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to assure that the nature and quality of the Services Products are consistent with and do not detract from the goodwill associated with the Licensed IP. Without limitation: 6.1 Licensee shall ensure that the Products and all packaging and all advertising, marketing and promotional materials: (a) comply with all applicable law, rules, regulations, safety standards and codes of practice; (b) are of a quality and standard equal to good industry standard and at a level at least commensurate with the quality of products currently distributed by Licensee; (c) are not defective in terms of workmanship, materials or otherwise; and (d) do not exceed the scope of the license granted hereunder and (except for use of the Licensed IP in accordance with this Agreement in the United States) do not infringe or violate the rights, including without limitation the intellectual property rights and privacy rights, of any third party. 6.2 Licensee shall provide Licensor for each Product and its packaging provide to Licensor for Licensor’s prior written approval (such approval not to be unreasonably withheld or delayed): (a) the initial concept; (b) if the initial concept is approved, one pre-production sample with packaging; and (c) a final production sample of the Product with packaging. 6.3 Licensor’s review and approval process may include such factors as it and its licensors reasonably determine are appropriate including without limitation that the Product accurately and fairly depicts the Licensed IP and the Advertising sport of INDYCAR SERIES racing. For the avoidance of doubt any approval given by Licensor shall not constitute a waiver of the rights of Licensor or Licensee’s obligations and duties under this Agreement. Licensee must affix a Licensor Officially Licensed Product holographic sticker to all Product packaging which shall be purchased in accordance with instructions provided by Licensor. If the manner initial concept or samples provided under Section 6.2 are not approved by Licensor, Licensee shall make such modifications as may reasonably be required by Licensor and resubmit such samples to Licensor for its approval (such approval not to be unreasonably withheld or delayed). Licensee shall not materially alter or amend the Product or its packaging that are approved for production by Licensor pursuant to this Section 6 without first obtaining the written approval of Licensor in which accordance with Section 6.2. 6.4 Licensee shall, upon Licensor’s request, provide the ▇▇▇▇ is Licensor with details of any complaints it has received in relation to the Products together with a report on the steps taken or being taken to resolve and fully address such complaints. Any complaints raising or potentially raising any issue of safety shall be reported to Licensor (without a request from Licensor being necessary) within ten working days of receipt. Licensee shall comply with any reasonable directions given by Licensor in respect of such complaints. 6.5 Licensor and its duly authorized representative(s) shall have the right, during normal business hours upon reasonable advance notice, to inspect any facility, storage, warehousing, vehicle, ship, aircraft, goods, supplies, and anything else used in connection with Licensed IP by Licensee in order for Licensor to monitor the Services quality of the Products being provided by Licensee and to ensure that the Advertising. 4.2.2 Itself quality of the Products is of the required standard and consistent with the samples provided. Upon Licensor’s written request, Licensee shall grant Licensor access to individuals or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit organizations served by Licensee in order for Licensor to monitor use of Licensed IP accordance with the offices quality standards and facilities other requirements of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if this Agreement. If Licensor notifies Licensee in writing of the disapproval of the quality of Products provided by Licensee in connection with Licensed IP or any misuse of Licensed IP, Licensee shall take prompt steps as reasonably required by the Licensor to improve such quality and/or to remedy trademark use. 6.6 Licensee acknowledges and agrees: (a) that it believes will use Licensed IP properly as determined by the applicable laws including without limitation U.S. trademark laws; (b) that the Services are not conforming exercise of the license and worldwide rights granted to Licensee under this agreement is subject to all applicable laws, enactments, regulations and other similar instruments, and Licensee understands and agrees that it shall at all times be solely liable and responsible for such due observance and performance. 6.7 In order to promote the Products and in each instance subject to Licensor’s prior written approval in accordance with this Agreement (including Section 7(c) below), Licensee may display so far as is reasonably required to advertise and establish a link to the Standards of Quality Products, Licensed IP on the Licensee’s and/or the Licensee distributors’ and/or retailers’, websites, on-line or other requirements of this Licencephysical publications, which notice shall provide a description streaming services, game covers of the nonconformity that is reasonable under the circumstances anddigitally downloaded games or game add-ons, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2esports platforms or social media platforms and/or networking sites. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, agree from time to time as reasonably requested to Licensee producing a limited amount of merchandise clearly branded with the Products in order to promote and advertise the Products, the cost of such merchandise shall be borne by Licensee and shall not be deductible from any Royalty payable to Licensor. If Licensor but in any event no more than quarterlyagrees to the production of such merchandise, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensee shall enter into Licensor. 4.3 If at any time the Services rendered or its Advertising fail, ’s standard written license agreement in the reasonable judgment of Licensor, form as may exist from time to conform time during the Term which agreement will specify the terms and conditions applicable to the Standard of Quality in any material respect, Licensor shall notify Licensee production of such failure merchandise including without limitation an additional royalty shall be paid (in writing (which notice shall provide a description of an agreed amount) to the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of Licensor for any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeProduct merchandise.

Quality Control. 4.1 All use 5.01 Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of the ▇▇▇▇ by Licensee high quality and the Sublicensees shall that such amenities, services and products will be designed, manufactured, sold and distributed in full and complete compliance with all applicable laws of Macau. To this end, Licensee shall, before opening to the Standards of Quality. Licensee shall (public and shall procure before advertising or promoting its hotel casino resort services to the public, first request that its Sublicensees shall) not use nor permit the ▇▇▇▇ Licensor inspect and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to approve (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any facilities, and all uses of the ▇▇▇▇ and Domain Names such approval shall not be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar yearunreasonably withheld; and (ii) additionallyany and all advertising, if promotion, public relations material, merchandise, or promotional products (“Product Sample”) before manufacture or production. Any Product Sample that contains any of the Licensed Property submitted to Licensor notifies Licensee shall be deemed approved unless Licensor disapproves the same in writing that it believes within thirty (30) days after receipt by Licensor. 5.02 All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance with prevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that the Services are not conforming Licensor's obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees to accept and comply, upon reasonable written notice, with such quality control provisions as may be required under the Licensor's license agreements with third parties from whom Licensor has obtained the rights to the Standards Licensed Property. 5.03 Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation of Quality Licensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to the agreements listed on Schedule B. Accordingly, Licensee agrees to offer amenities or other requirements facilities of this Licence, high quality standards and not to sell defective products (seconds) which notice shall provide a description bear the marks of the nonconformity that is reasonable under Licensed Property. 5.04 Licensee agrees to operate the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee Macau Operations in a manner which meets or exceeds the following minimum quality standards: (a) the business shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out be operated in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply compliance with all codes of conduct Macau laws, the Gaming Concession Agreement and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materialsregulations, including, but not limited to, executing nondisclosure agreementshealth, provided safety, fire and business codes, tax laws, gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintained in a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food and beverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) the business shall be operated in a manner that such steps does not tarnish or diminish the value of the goodwill represented by the Licensed Property; and agreements (f) the business shall be operated in a manner that does not prevent adversely affect the goodwill or reputation of the Licensor and its affiliates or the Licensor’s and its affiliates’ ability to obtain or maintain licenses from pursuing any claims that it may have in connection with this Licenceregulatory authority, including the Nevada Gaming Commission. 4.2.4 Licensee agrees 5.05 Licensor (directly or through its authorized agents) shall have the right to furnish Licensorinspect the premises upon reasonable notice, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time time. If, at any time, the Services rendered or its Advertising fail, Licensee fails to operate the Macau Operations in conformity with the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respectquality standards set forth herein, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity)deficiency. Licensee shall take all necessary steps have thirty (30) days within which to bring cure such deficiency. If the Services Licensee fails to cure any such failure, then Licensor may, at its option, cure the failure and Advertising into conformity charge the Licensee for the expense of doing so. In the event that the cure cannot be accomplished within thirty (30) days (or such other time days, but the Licensee has made a good faith effort to effect the cure, Licensor may extend the period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoingto cure for a reasonable time, in the event Licensor at Licensor's sole and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeabsolute discretion.

Quality Control. 4.1 All use 4.01 Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of high quality and that such amenities, services and products will be designed, manufactured, sold and distributed in full and complete compliance with all applicable laws of the ▇▇▇▇ by Licensee and the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use relevant jurisdictions of the ▇▇▇▇Operations. To this end, is likely Licensee shall, before opening to the public and before advertising or promoting its hotel casino resort services to the public, first request that the Licensor inspect and approve (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any facilities, and all uses of the ▇▇▇▇ and Domain Names such approval shall not be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar yearunreasonably withheld; and (ii) additionallyany and all advertising, if promotion, public relations material, merchandise, or promotional products (“Product Sample”) before manufacture or production. Any Product Sample that contains any of the Licensed Property submitted to Licensor notifies Licensee shall be deemed approved unless Licensor disapproves the same in writing that it believes within thirty (30) days after receipt by Licensor. 4.02 All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance with prevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that the Services are not conforming Licensor’s obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees to accept and comply, upon reasonable written notice, with such quality control provisions as may be required under the Licensor’s license agreements with third parties from whom Licensor has obtained the rights to the Standards Licensed Property. 4.03 Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation of Quality Licensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to the agreements listed on Schedule B. Accordingly, Licensee agrees to offer amenities or other requirements facilities of this Licence, high quality standards and not to sell defective products (seconds) which notice shall provide a description bear the marks of the nonconformity that is reasonable under Licensed Property. 4.04 Licensee agrees to operate the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee Operations in a manner which meets or exceeds the following minimum quality standards: (a) the business shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out be operated in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply compliance with all codes applicable laws and regulations of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities relevant jurisdictions of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materialsthe Operations, including, but not limited to, executing nondisclosure agreementshealth, provided safety, fire and business codes, tax laws, gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintained in a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food and beverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) the business shall be operated in a manner that such steps does not tarnish or diminish the value of the goodwill represented by the Licensed Property; and agreements (f) the business shall be operated in a manner that does not prevent adversely affect the goodwill or reputation of the Licensor and its affiliates or the Licensor’s and its affiliates’ ability to obtain or maintain licenses from pursuing any claims that it may have in connection with this Licenceregulatory authority, including the Nevada Gaming Commission. 4.2.4 Licensee agrees 4.05 Licensor (directly or through its authorized agents) shall have the right to furnish Licensorinspect the premises upon reasonable notice, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time time. If, at any time, the Services rendered or its Advertising fail, Licensee fails to operate the Operations in conformity with the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respectquality standards set forth herein, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity)deficiency. Licensee shall take all necessary steps have thirty (30) days within which to bring cure such deficiency. If the Services Licensee fails to cure any such failure, then Licensor may, at its option, cure the failure and Advertising into conformity charge the Licensee for the expense of doing so. In the event that the cure cannot be accomplished within thirty (30) days (or such other time days, but the Licensee has made a good faith effort to effect the cure, Licensor may extend the period mutually agreed upon by the parties) after Licenseeto cure for a reasonable time, at Licensor’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor sole and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeabsolute discretion.

Quality Control. 4.1 7.1 The nature and quality of the Licensed Products bearing the Licensed Marks shall at all times be subject to the control of Everlast, and the Licensed Products shall always be of consistent and merchantable quality. Licensee recognizes that Everlast has a reputation for high quality and that Licensee must, therefore, maintain such high quality, commensurate with applicable channels of distribution, with respect to all Licensed Products manufactured, sold and distributed hereunder. 7.2 Licensee shall not sell, manufacture or distribute any Licensed Products before first obtaining Everlast's prior written approval and consent therefor, pursuant to and in accordance with this Article 7. Such approval shall be made within 10 business days after submittal. Approvals will not be unreasonably withheld. Prior to the shipment of any Licensed Product, Licensee shall upon reasonable request submit to Everlast, at no cost to Everlast, one production sample of the Licensed Products from each production run, unless otherwise individually requested. If Everlast has not previously approved representative samples of Licensed Products, then promptly upon Everlast's reasonable request following the execution of this Agreement, or as soon as reasonably possible thereafter, Licensee shall submit, for the inspection and approval of Everlast, samples, or comprehensive drawings or prototypes or production models of each style representative of Licensed Products covered by this Agreement to be manufactured by Licensee. In any event, such drawings or samples shall be submitted for approval at least 10 business days before any such Licensed Products are shipped or sold by the Licensee. Thereafter, upon Everlast's reasonable request, but no more than once during any six (6) months upon Everlast's reasonable request, and also two (2) weeks prior to any change in the materials, method of manufacture or design of Licensed Products, Licensee shall submit, for inspections and approval of Everlast, samples representative of Licensed Products manufactured, shipped and sold by Licensee. Additional samples shall also be submitted at Everlast's reasonable request. Everlast shall determine whether such samples shall materially conform to the quality control provisions set forth in this Agreement, and shall inform the Licensee of its approval or of any deficiencies. Licensed Products may be manufactured and sold only after Everlast shall have approved drawings or samples representative of such Licensed Products in writing or shall have failed to disapprove them within 10 business days after receipt. All 10 business day periods specified in this Article shall run from the receipt by Everlast of the material referred to. 7.3 Licensee shall comply with all applicable laws, rules, treaties and regulations, including labor laws, rules, treaties and regulations, and laws, rules, treaties and regulations pertaining to human rights and non-discrimination, in connection with the manufacture, sale, advertising or use of the ▇▇▇▇ by Licensee and the Sublicensees shall be in compliance with the Standards of QualityLicensed Products. Licensee shall (comply with the regulations, orders and directives of all regulatory agencies having jurisdiction over the Licensed Products. Everlast does not, and will not tolerate the use of child labor, prison labor, or any other unfair labor practices as defined under the laws and regulations of the United States or the Contract Territory, and any such practices by Licensee, its agents, assigns, sub-licensees or contract manufacturers in connection with the manufacture, sale or distribution of Licensed Products, subject to paragraph 7.6, herein below, shall procure that constitute a material breach of this Agreement. Everlast does not, and will not tolerate discrimination on the basis of race, religion, gender, age or sexual orientation, and any such practices by Licensee, its Sublicensees shall) agents, assigns, sublicensees or contract manufacturers in connection with the manufacture, sale or distribution of Licensed Products, subject to paragraph 7.6, herein below, in connection with the manufacture, sale or distribution of Licensed Products shall constitute a material breach of this Agreement. With respect to any material breach by Licensee under this paragraph, Everlast shall not use nor permit have the ▇▇▇▇ right to terminate this Agreement in its discretion in the event Licensee has commenced in good faith to cure such material breach within the 30-day cure period provided herein below in Article 15, and Domain Names to be used in any manner which, as a direct result of the termination of such 30-day period is using its best efforts to diligently prosecute such cure. So long as Licensee continues thereafter to use its best efforts to effect a cure of the ▇▇▇▇material breach, is likely Everlast's right to (i) subject Licensor to unfavorable regulatory action; (ii) violate terminate hereunder shall be, and remain suspended. 7.4 Duly authorized representatives of Everlast shall have the right, at any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of reasonable times, to inspect all facilities or premises maintained by Licensee, including, without limitation, the ▇▇▇▇ and Domain Names shall be in accordance with all applicable nationalplants, European Union, local factories or other laws and regulations. 4.2 In order manufacturing or producing facilities of Licensee or third parties, at which the Licensed Products intended to promote adherence to bear the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor Licensed Marks are being manufactured or produced. Said representatives shall have the right to: 4.2.1 Obtain from Licensee to inspect and test any Licensed Products and to take any other reasonable information as action which in the opinion of Everlast is necessary or proper to assure Everlast that the nature and quality of the Services and the Advertising and the manner Licensed Products are in which the ▇▇▇▇ is used in connection accordance with the Services requirements of this Agreement, and the Advertisingthat Licensee is otherwise operating in compliance with Everlast's policies and standards as set forth herein. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit 7.5 Licensee shall have the offices right to enter into contract manufacturing and/or contract packing arrangements to have Licensed Products manufactured and facilities of Licensee where packaged anywhere in the Services are developed, designed, marketed, promoted, sold, serviced or rendered world for Licensee's account only. All such arrangements (i) up to two (2) times per calendar year; shall be in writing, and (ii) additionally, if Licensor notifies Licensee in writing that it believes shall ensure that the Services are not conforming to Licensed Products will be manufactured and packaged in full accordance with the Standards of Quality or other requirements of terms and conditions hereof and in full accordance with Everlast's quality control standards. In this Licence, which notice regard Licensee shall provide a description of the nonconformity that is reasonable under the circumstances andto Everlast, if appropriate and available prior to Licensor, include copies execution of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on written arrangement, a formal statement of compliance with the terms policies set out forth in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting Article 7 from any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.contract manufacturer or

Quality Control. 4.1 All (a) Licensee acknowledges and is familiar with the high standards, quality, style and image of Licensor, and Licensee shall, at all times conduct its business, the Program and use the ▇▇▇▇ in a manner consistent with these standards, quality, style and image. (b) Licensee shall not permit any person other than an instructor with a valid and current certification issued by FR (an “Instructor”) to conduct, teach or lead the Program at the Facility. Such Instructor shall offer the Program in accordance with the training guidelines set forth in the instructor training manual provided by FR to candidates participating in the Fluid Running® certification process offered by FR (the “Instructor Training Manual”), and Licensee shall be responsible for any acts or omissions of any Instructors offering the Program at the Facility, including any failure by any such Instructor to comply with the requirements set forth in the Instructor Training Manual or any use of the ▇▇▇▇ by any Instructor in breach of the terms of this Agreement. Licensee agrees not to, and shall cause the Instructors not to, disclose the contents, reproduce or distribute copies of the Instructor Training Manual to anyone. (c) Upon request, Licensee shall provide FR within five (5) days of receipt of such request, with a list of Licensee’s current schedule of Program classes and the names of the instructors of such classes. In addition, FR shall be entitled to audit the Licensee and the Sublicensees shall be in Facility for compliance with the Standards terms of Quality. Licensee this Agreement. (d) All participants in the Program at the Facility are required to wear flotation belts furnished by FR, which belts shall (and shall procure that its Sublicensees shall) not use nor permit bear the ▇▇▇▇ (the “FR Belts”). Contemporaneous with the execution of this Agreement, Licensee shall be required to purchase a minimum of twenty (20) FR Belts and Domain Names (20) tethers from FR at the then current purchase price for the FR Belt/tether set. (e) Licensee also agrees to be used in any manner which, as a direct result of such use of the following trademark disclosure notice on all material distributed or published containing the ▇▇▇▇: (f) In exercising its rights under this Agreement, is likely to (i) subject Licensee shall comply with, and shall ensure that its provision of the Program complies with, all applicable state, federal and local laws. Licensee shall promptly provide Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights with copies of any person or entity (other than rights directly all communications, relating to the ▇▇▇▇); ▇ or the Program, with any governmental, regulatory or industry authority. (ivg) subject Licensee shall promptly provide Licensor to liability for with details of any reason (other than as directly complaints it has received relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance Program together with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and reports on the manner in which the ▇▇▇▇ is used in connection such complaints are being, or have been, dealt with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested reasonable directions given by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensorrespect thereof. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.

Quality Control. 4.1 All use The concessioner must keep, at their own expense, a quality control system, and the rest of the ▇▇▇▇ by Licensee terms of this agreement and its appendixes will apply to the same, including the following provisions: 45.1 Throughout the building period, the concessioner, at their liability and expense, will conduct quality control of their own work as well as the work of their sub-contractors. It is hereby made clear that the concessioner will assume full responsibility to on-going quality control. The concessioner's quality control system will be independent and operated in coordination with the manager. 45.2 It is hereby made clear that such quality control company will be submitted to the manager's advanced approval no later than 21 days of the announcement of the concessioner winning the tender, and the Sublicensees shall be in compliance with manager may decline their consent without justification. 45.3 The manager or anyone acting on their behalf may, but are not obligated to, review the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result results of such use quality control conducted by the concessioner, which would not impose on the caller a charge of additional consideration, and such review of the ▇▇▇▇concessioner's quality control will not relieve the concessioner of their obligation to execute the works at the required quality and level under this agreement and the law. 45.4 The manager or anyone acting on their behalf may, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate at their exclusive discretion and any law; (iii) violate time, order the rights performance of any person or entity (other than rights directly relating test, sampling, measurement, experiment and so forth, to examine the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services execution of the works or any part thereof. 45.5 All costs pertaining to the quality control tests and everything entailed therein, including repeat tests and tests ordered by the manager, will be borne by the concessioner. 45.6 The caller's authority to conduct quality control as they deem necessary does not diminish from the concessioner's obligation to execute the works at the quality and level required under this agreement and the Advertising law. 45.7 Where the manager or anyone acting on their behalf found that the concessioner has violated their obligation to conduct on-going quality control per the provisions above or anywhere else in this agreement and its appendixes, or where any other fault is found in the quality control system, the manager may instruct a cessation of the execution of the works pending correction of such violation to their satisfaction. Such cessation will not cause an extension of the timetables, and the manner in which concessioner will not be entitled to any consideration or restitution due to such decision, the ▇▇▇▇ foregoing does not derogate from any other remedy the caller is used in connection with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up entitled to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming due to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicenseessame. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.

Quality Control. 4.1 All use Without limiting any other provision of this Agreement, the ▇▇▇▇ by terms of this Section 4 shall apply equally to Licensee and to all permitted sublicensees of Licensee, and the Sublicensees shall substance thereof must be contained in any proposed sublicense agreement. 4.01 Licensee agrees that the Products and Services covered by this Agreement will be of high quality and that such Products and Services will be provided, designed, manufactured, sold and distributed in full and complete compliance with all applicable laws. To this end, Licensee shall, upon Licensor’s written request, permit Licensor to inspect and approve the Standards of Quality. Licensee shall facilities and, upon Licensor’s written request, any and all merchandise or promotional Products (“Product Sample”) before manufacture or production, and shall procure that its Sublicensees shallany materials (whether in hard copy or electronic form) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to providing or promoting Services (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇“Service Sample”). Any and all uses Product Sample or Service Sample that contains any of the ▇▇▇▇ and Domain Names Licensed Marks submitted to Licensor shall be deemed approved unless Licensor disapproves the same in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 writing within thirty (30) days after receipt by Licensor. In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if event that Licensor notifies Licensee in writing that it believes disapproves of any particular use of the Licensed Marks, whether or not it had been previously submitted to Licensor for approval or approved by Licensor, Licensee shall promptly phase out and cease such usage. 4.02 All promotional items and Products manufactured or assembled outside of the United States shall be marketed in accordance with prevailing U.S. Customs and Federal Trade Commission laws, rules and regulations and other applicable laws, rules and regulations. 4.03 Licensee acknowledges that providing substandard Services or Products would have an adverse effect upon the reputation of Licensor. Accordingly, Licensee agrees not to offer Services or Products of less than the quality standards required hereunder. In the event Licensor finds that any Products or Services are not of acceptable quality, he may, by notice to Licensee, require that Licensee improve such Products or Services or cease providing the same. 4.04 Licensor (directly or through its authorized agents) shall have the right to inspect any of the premises upon which the Services are not conforming being provided upon reasonable notice, at any time. If, at any time, Licensee fails to the Standards of Quality manufacture or other requirements of this Licence, which notice shall provide a description produce any of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies Products or provide any of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to in conformity with the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respectquality standards set forth herein, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity)deficiency. Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty have ten (3010) days within which to cure such deficiency. If Licensee fails to cure any such failure, then Licensor may, at its option (or such other time period mutually agreed upon by a) cure the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor failure and charge Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformityexpense of doing so, or (iiib) terminate this Agreement. In the date by which event that the nonconformity will cure cannot be correctedaccomplished within ten (10) days, but Licensee has made a good faith effort to effect the parties shall engage senior management of each partycure, Licensor may extend the period to cure for a reasonable time, at Licensor’s parent company to resolve such disputesole and absolute discretion.

Quality Control. 4.1 All use of the ▇▇▇▇ by Licensee and the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (cause the Licensed Products to meet and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ conform to high standards of style, quality and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇)appearance. Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence assure Licensor that it is meeting such standards and other provisions of this Agreement, Licensee shall comply with the following: (a) Pre-Productions: Before commercial production and distribution of any product bearing any reference to the Standards of Quality Property or Trademarks, Licensee shall submit to Licensor and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from to inspect and approve, all preliminary and proposed final artwork, prototypes, mock-ups, design concepts, pre-production and first-run production samples of each Licensed Product, including all styles, colors and variations, together with its labels, tags, cartons and containers and including Packaging and wrapping materials and all advertising and promotional materials. All Licensee's submissions under this Section 7 shall be accompanied by forms supplied by Licensor, using one (1) form for each submission and filling in all necessary information. Licensor must approve in writing all submissions, in its sole discretion, before Licensee reasonable information shall be entitled to distribute, advertise, use, produce commercial quantities of or sell any item relating to any such submission. Licensor shall approve or disapprove any submitted item within five (5) business days after receipt by Licensor. If Licensor has not notified Licensee of its approval or disapproval within such five (5) business day period, the item shall be deemed disapproved by Licensor. In such event, however, following such five (5) business day period, Licensee shall be entitled to provide to Licensor a written reminder as to the nature Licensor's failure to approve or disapprove such submitted item and quality of in the Services and the Advertising and the manner in which the ▇▇▇▇ is used in connection with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided event that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified fails to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description its approval or disapproval of the nonconformity submission referred to in such reminder within three (3) business days of its receipt thereof, then such submission shall be deemed to be approved. Approval of an item or Licensed Product which uses particular artwork does not imply approval of such artwork with a different item or Licensed Product or of such item or Licensed Product with different artwork. Licensee acknowledges that is reasonable under Licensor's approval of an item or Licensed Product does not imply approval of, or license to use, any non-Licensor controlled elements contained in any item or Licensed Product. After a sample of an item has been approved, Licensee shall not make any changes without resubmitting the circumstances and, if appropriate and available modified item for Licensor's written approval. All decisions by Licensor relating to Licensor, include samples disapproval of any nonconforming Advertising Licensed Product shall be made in its sole discretion, and copies of shall be final and binding on Licensee and shall not be subject to review in any documentation relating to such nonconformity)proceeding. Licensee Licensor shall take all necessary steps to bring have the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by approval rights over the parties) after Licensee’s receipt of written notice selection of the nonconformity. Notwithstanding head designer of the foregoingLicensed Products, which approval may be withheld in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeits sole discretion.

Quality Control. 4.1 All use 5.1 Licensor reserves the exclusive right to establish standards for and exercise control over the nature and quality of the ▇▇▇▇ by Licensee Licensed Services and the Sublicensees shall be in compliance with the Standards of Quality. advertising and promotional materials employing Licensed Rights, and Licensee shall (adhere to such standards. Licensor shall rely upon Licensee for adherence to any restrictions or regulatory specification relative thereto and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ assumes no responsibility for and Domain Names to be used in any manner whichmakes no representation about such advertising text, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person content or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulationsmaterial. 4.2 In order 5.2 Licensor reserves the exclusive right to promote adherence determine the method and form of use and display of Licensed Rights and Licensee will be bound by all such decisions of Licensor and will so use and display Licensed Rights. 5.3 Licensee will forward to Licensor, prior to initial use thereof detailed descriptions and, where appropriate, printed material, films, videotapes, photographs, and other material and information as may be requested by Licensor setting forth and describing the Standards of Quality and Licensed Services which it desires to offer, for the purpose approval of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor shall have the right to: 4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Licensed Services and for approval of materials relating to the Advertising advertising or promotion of the Licensed Services. 5.4 Approval shall be deemed given if Licensor does not disapprove within ten (10) business days after receipt of such samples, descriptions, and materials, except that if Licensor notifies Licensee that further testing or examination is needed, Licensor shall have an additional ten (10) business days to disapprove before approval is deemed given. If the samples, descriptions, or materials are disapproved, Licensee shall correct or modify, as directed by Licensor, and resubmit such samples, descriptions, and materials for approval following the procedure above. All subsequent performance of Licensed Services shall conform in their specifications and quality to the samples, descriptions, and materials approved by Licensor. 5.5 Licensor and its designees shall have the right, at all reasonable times, to inspect the Licensed Services and Licensee’s (or the Local Operator's) facilities for and methods of performing them. 5.6 In the event that the quality, usage and/or notice standards referred to above are not maintained throughout the term of this Agreement, then, upon receipt of written notice from Licensor, Licensee shall immediately discontinue any and all, offering for sale, sale, advertising, promotion, shipment and distribution of the Licensed Services in connection with which the said quality, usage, or notice standards have not been met and shall thereafter immediately take all measures to rectify said deficiencies unless directed otherwise by Licensor. 5.7 Licensee hereby agrees that it shall not sell, transfer, import, export or reexport any Licensed Services in any form, except in compliance with all applicable Laws and will not sell, transfer, import, export or reexport any such Licensed Services with any persons or entities with regard to which there exist grounds to suspect or believe that they are violating such Laws. Licensee shall be solely responsible for obtaining all licenses, permits, or authorizations required from the U. S. government or any other government. To the extent not inconsistent with this Agreement, Licensor agrees to provide Licensee with such assistance as it may reasonably request in obtaining such licenses, permits or authorization. 5.8 Licensee shall market Licensed Services in a manner consistent with high quality services so that such marketing shall not reflect negatively or adversely upon the Licensed Services, the good name of Licensor or the Licensed Rights. Licensor shall have a prior-to-use reasonable right of approval for all promotional, marketing and advertising materials and concepts for each promotional campaign Licensee uses to market Licensed Services. In this regard, Licensor shall have a reasonable right of approval prior to the development of final television, radio or printed advertisements, the final "story boards" with respect to television advertising, the final "script" with respect to radio spots and the manner in which final "layouts" with respect to printed advertisements. Licensor shall also have a right of reasonable approval with respect to the ▇▇▇▇ is actors or actresses used in connection with the Services and the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar yearsuch advertising campaigns; and (ii) additionally, if Licensor notifies Licensee in writing provided that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours have the right to procure that its Sublicensees shall also provide such access to Licensor on make minor variations in the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection promotional, marketing and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have advertising materials used in connection with this Licence. 4.2.4 Licensee agrees approved promotional campaigns. All advertisements and advertising campaigns shall conform in all material respects to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested approvals given by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.

Quality Control. 4.1 All use The Licensee shall ensure that the Products and all packaging: (a) comply with all applicable law, rules, regulations, safety standards and codes of practice; (b) are of a quality and standard equal to good industry standard; (c) are not defective in terms of workmanship, materials or otherwise. 4.2 The Licensee shall further ensure the following: (a) that track designs and racing lines in the Products will be respected, as determined by Licensor, so as to preserve the Products authenticity; (b) that, with respect to commercial opportunities within the Products, Licensee shall give priority to the Licensor’s partners such as Michelin, Total, Rolex, and such other partners as identified by Licensor from time to time; (c) that Products resemble the real-life sporting regulations as closely as possible, provided, however; that MSG may develop certain game modes within the Products that vary from such real-life sporting regulations as long as the Products maintains the spirit and authenticity of the ▇▇▇▇ by Licensee F Championship and the Sublicensees shall be in compliance with the Standards 24 Hours of Quality. Le Man. 4.3 The Licensee shall provide to Licensor each Product and its packaging for the Licensor’s prior written approval (and shall procure that its Sublicensees shall) such approval not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner whichunreasonably withheld or delayed): (a) The initial concept; (b) if the initial concept is approved, as one pre-production sample with packaging; and (c) a direct result of such use final production sample of the ▇▇▇▇, is likely to (i) subject Product with packaging. For the avoidance of doubt any approval given by the Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate shall not constitute a waiver of the rights of any person the Licensor or entity (other than rights directly relating the Licensee’s obligations and duties under this Agreement. 4.4 If the initial concept or samples provided under Section 4.2 are not approved by the Licensor the Licensee shall make such modifications as may reasonably be required by the Licensor and re submit such samples to the ▇▇▇▇); Licensor for its approval (such approval not to be unreasonably withheld or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇delayed). Any and all uses The Licensee shall not materially alter or amend the Product or its packaging that are approved for production by the Licensor pursuant to this Section 4 without first obtaining the written approval of the ▇▇▇▇ and Domain Names shall be Licensor in accordance with all applicable national, European Union, local or other laws and regulationsSection 4.2. 4.2 In order to promote adherence 4.5 The Licensee shall on the Licensor’s request provide the Licensor with details of any complaints it has received in relation to the Standards Products together with a report on the steps taken or being taken to resolve and fully address such complaints. Any complaints raising or potentially raising any issue of Quality safety shall be reported to the Licensor (without a request from the Licensor being necessary) within ten working days of receipt. The Licensee shall comply with any reasonable directions given by the Licensor in respect of such complaints. 4.6 Licensor and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor its duly authorized representative(s) shall have the right to: 4.2.1 Obtain from Licensee right, during normal business hours upon reasonable information as advance notice, to the nature inspect any facility, storage, warehousing, vehicle, ship, aircraft, goods, supplies, and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is anything else used in connection with Licensed IP by Licensee in order for Licensor to monitor the Services quality of the Products being provided by Licensee and to ensure that the Advertising. 4.2.2 Itself quality of the Products is of the required standard and consistent with the samples provided. Upon Licensor’s written request, Licensee shall grant Licensor access to individuals or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit organizations served by Licensee in order for Licensor to monitor use of Licensed IP accordance with the offices quality standards and facilities other requirements of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if this Agreement. If Licensor notifies Licensee in writing of the disapproval of the quality of Products provided by Licensee in connection with Licensed IP or any misuse of Licensed IP, Licensee shall take prompt steps as reasonably required by the Licensor to improve such quality and/or to remedy trademark use. 4.7 Licensee acknowledges and agrees: (a) that it believes will use Licensed IP properly as determined by the applicable U.S. and European Union trademark laws; (b) that the Services are not conforming exercise of the licence and worldwide rights granted to the Standards of Quality or Licensee under this agreement is subject to all applicable laws, enactments, regulations and other requirements of this Licencesimilar instruments, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided Licensee understands and agrees that Licensor or its authorised representative it shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices be solely liable and facilities of Licensee responsible for such due observance and its Sublicenseesperformance. 4.2.3 4.8 In conducting any such inspection or examination, Licensor shall take all steps order to promote the Products the Licensee may display so far as is reasonably required by Licensee or its Sublicensees to minimize disruption advertize and establish a link to the Products, Licensed IP on the Licensee’s and/or the Licensee manufacturers’, publishers’ distributors’ and/or retailers’, websites, on-line or Sublicensees’ business and to avoid disclosure physical publications, streaming services, game covers of any confidential and proprietary information and materialsthe digitally downloaded games or game add-ons, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent esports platforms or social media platforms and/or networking sites. The Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, agree from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard Licensee producing a limited amount of Quality merchandize clearly branded with the Products in any material respectorder to promote and advertise the Products, Licensor shall notify Licensee the cost of such failure in writing (which notice merchandize shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon be borne by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.

Quality Control. 4.1 All use a) The Parties recognize and acknowledge that the offering of goods or services of inferior quality under the any licensed marks hereunder may damage the business reputation of the ▇▇▇▇ by Licensee Parties and the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the ▇▇▇▇); or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇). Any and all uses of the ▇▇▇▇ and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations. 4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with such marks. Accordingly, in order to maintain the ▇▇▇▇ respective Parties’ reputation for quality, the Licensee will provide products and/or services under the licensed marks of a quality no less than its current quality. And all promotional material utilizing the licensed marks must be approved in writing by the Licensor prior to use. b) The Licensee shall at all times and the reputation of in all places permit the Licensor, by representatives designated by the Licensor, to inspect the use made of the Licensed Intellectual Property and the OCWEN IP, respectively, under this Agreement. At all times, the Licensee shall comply with the reasonable quality control procedures furnished or approved, from time to time, by the Licensor shall have concerning use of the right to: 4.2.1 Obtain from Licensee reasonable information as to licensed marks and the nature and quality of any goods or services offered thereunder. Upon reasonable prior notice, the Services Licensor may inspect and review the Advertising offices and records of the Licensee during normal business hours for compliance with this or any other provision of this Agreement. c) The Licensee shall use and display the licensed marks only in such form and manner as are specifically approved in advance by the Licensor. d) The Licensee shall cause to appear the legends, markings, and notices that the Licensor may direct on all material used by the Licensee in connection with the Licensed Intellectual Property and OCWEN IP, respectively, and on any printed matter on which the Licensee elects to have licensed marks appear. e) The Licensee shall be permitted to use any designs, materials, packages, labels, promotional materials and advertising materials in relation to any goods or services approved by the Licensor; provided , however , that in the event that, after the Effective Date, any such design, material, package, label, promotional material or advertising material is materially modified, or the manner in which any of the ▇▇▇▇ foregoing is used in connection with is proposed to be materially modified, the Services and Licensee shall obtain the Advertising. 4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description approval of the nonconformity that is reasonable under the circumstances andLicensor (such approval not to be unreasonably withheld) for such design, if appropriate and available to Licensormaterial, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees. 4.2.3 In conducting any such inspection or examinationpackage, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materialslabel, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoicespromotional material, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as modified use thereof prior to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputeany use thereof.

Quality Control. 4.1 All use 5.1 The Licensee shall ensure that the Products and all packaging: (a) comply with all applicable law, rules, regulations, safety standards and codes of practice; (b) are of a quality and standard equal to good industry standard; (c) are not defective in terms of workmanship, materials or otherwise. 5.2 The Licensee shall provide the Licensor for each Product and its packaging provide to the Licensor for the Licensor’s prior written approval (such approval not to be unreasonably withheld or delayed): (a) The initial concept; (b) if the initial concept is approved, one pre-production sample with packaging; and (c) a final production sample of the ▇▇▇▇ Product with packaging. For the avoidance of doubt any approval given by Licensee and the Sublicensees Licensor shall be in compliance with the Standards not constitute a waiver of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the ▇▇▇▇ and Domain Names to be used in any manner which, as a direct result of such use of the ▇▇▇▇, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person the Licensor or entity (other than rights directly relating the Licensee’s obligations and duties under this Agreement. 5.3 If the initial concept or samples provided under Section 5.2 are not approved by the Licensor the Licensee shall make such modifications as may reasonably be required by the Licensor and re submit such samples to the ▇▇▇▇); Licensor for its approval (such approval not to be unreasonably withheld or (iv) subject Licensor to liability for any reason (other than as directly relating to the ▇▇▇▇delayed). Any and all uses The Licensee shall not materially alter or amend the Product or its packaging that are approved for production by the Licensor pursuant to this Section 5 without first obtaining the written approval of the ▇▇▇▇ and Domain Names shall be Licensor in accordance with all applicable national, European Union, local or other laws and regulationsSection 5.2. 4.2 In order to promote adherence 5.4 The Licensee shall on the Licensor’s request provide the Licensor with details of any complaints it has received in relation to the Standards Products together with a report on the steps taken or being taken to resolve and fully address such complaints. Any complaints raising or potentially raising any issue of Quality safety shall be reported to the Licensor (without a request from the Licensor being necessary) within ten working days of receipt. The Licensee shall comply with any reasonable directions given by the Licensor in respect of such complaints. 5.5 Licensor and for the purpose of protecting and maintaining the goodwill associated with the ▇▇▇▇ and the reputation of the Licensor, Licensor its duly authorized representative(s) shall have the right to: 4.2.1 Obtain from Licensee right, during normal business hours upon reasonable information as advance notice, to the nature inspect any facility, storage, warehousing, vehicle, ship, aircraft, goods, supplies, and quality of the Services and the Advertising and the manner in which the ▇▇▇▇ is anything else used in connection with Licensed IP by Licensee in order for Licensor to monitor the Services quality of the Products being provided by Licensee and to ensure that the Advertising. 4.2.2 Itself quality of the Products is of the required standard and consistent with the samples provided. Upon Licensor’s written request, Licensee shall grant Licensor access to individuals or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit organizations served by Licensee in order for Licensor to monitor use of Licensed IP accordance with the offices quality standards and facilities other requirements of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if this Agreement. If Licensor notifies Licensee in writing of the disapproval of the quality of Products provided by Licensee in connection with Licensed IP or any misuse of Licensed IP, Licensee shall take prompt steps as reasonably required by the Licensor to improve such quality and/or to remedy trademark use. 5.6 Licensee acknowledges and agrees: (a) that it believes will use Licensed IP properly as determined by the applicable U.S. and United Kingdom trademark laws; and (b) that the Services are not conforming exercise of the licence and worldwide rights granted to the Standards of Quality or Licensee under this agreement is subject to all applicable laws, enactments, regulations and other requirements of this Licencesimilar instruments, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided Licensee understands and agrees that Licensor or its authorised representative it shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices be solely liable and facilities of Licensee responsible for such due observance and its Sublicenseesperformance. 4.2.3 5.7 In conducting any such inspection or examination, Licensor shall take all steps order to promote the Products the Licensee may display so far as is reasonably required by Licensee or its Sublicensees to minimize disruption advertize and establish a link to the Products, Licensed IP on the Licensee’s and/or the Licensee distributors’ and/or retailers’, websites, on-line or Sublicensees’ business and to avoid disclosure physical publications, streaming services, game covers of any confidential and proprietary information and materialsthe digitally downloaded games or game add-ons, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent esports platforms or social media platforms and/or networking sites. The Licensor from pursuing any claims that it may have in connection with this Licence. 4.2.4 Licensee agrees to furnish Licensor, agree from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the ▇▇▇▇ is affixed and representative samples showing other uses of the ▇▇▇▇, as well as any other particular uses of the ▇▇▇▇ reasonably requested by Licensor. 4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard Licensee producing a limited amount of Quality merchandize clearly branded with the Products in any material respectorder to promote and advertise the Products, Licensor shall notify Licensee the cost of such failure merchandize shall be borne by the Licensee and shall not be deductible from any Royalty payable to the Licensor. An additional royalty shall be paid (in writing (which notice shall provide a description of an agreed amount) to the nonconformity Licensor for any Product merchandize that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such disputesold.