Common use of Accounting and Reporting Clause in Contracts

Accounting and Reporting. 1.1 To the extent that transfers of non-cash assets may be required to effectuate the settlements herein provided, such transfers shall be made at fair market values as of the date such transfers are made. 1.2 Each participating Associate Company agrees to render to AMI and AMI agrees to render to the Associate Company a monthly accounting within thirty (30) days after the close of each month and the receiving companies shall have the opportunity for examination and audit, and any balance due shall be paid not later than thirty (30) days after the close of business of said month. 1.3 AMI agrees to pay to the Associate Company its respective participation of all premiums written by the companies after first deducting premiums on all Working Cover reinsurance ceded to reinsurers (other than the parties hereto). Similarly, it is further agreed that all losses, loss expense and other underwriting and administrative expenses (with the exceptions noted in Part II hereof) of the companies, less all losses and expenses recovered and recoverable under Working Cover reinsurance ceded to reinsurers (other than the parties hereto), shall be pro-rated between the parties on the basis of their respective participations as reflected in the aforesaid exhibit. 1.4 As promptly as possible after the effective date of this Agreement, AMI shall remit on a monthly basis any positive cash flow resulting from the combined book of business to each participating Associate Company its proportionate share of such positive cash flow. 1.5 It is the intent of this Agreement that its administration shall be accomplished by personnel on the payroll of AMI, and that each such employee is subject to the direction and control of the Board of Directors, Committees or authorized appointees of each party to this Agreement so far as the duties or activities of the personnel relate to the business or affairs of such party. 1.6 The parties hereto also agree each shall be credited with its proportionate share of salvage and subrogation (i.e. reimbursement obtained or recovery made by originating company, less actual cost of obtaining such reimbursements or making such recovery) on account of claims and settlements involving reinsurance hereunder.

Accounting and Reporting. 1.1 To The Escrow Agent shall keep and maintain books of accounts and other accounting records of all investments and reinvestments of the extent that transfers Escrow Deposit and shall make available to the PRINCIPALS the quarterly electronic reports (i.e., Balance Sheet, Income Statement, Statement of non-cash assets may Earning Assets, Investment Activity Report, and Return on Investment Report) within twenty (20) calendar days from the end of the preceding quarter. An electronic Confirmation of Transaction Report shall likewise be required to effectuate sent upon execution of placement or investment within 5 calendar days from the settlements herein provided, such transfers transaction date. All electronic reports shall be made at fair market values as sent through the email address designated by the authorized representatives of the date PRINCIPALS. The information in such transfers are made. 1.2 Each participating Associate Company agrees reports shall be deemed accepted should the PRINCIPALS fail to render submit any objection to AMI and AMI agrees to render it in writing to the Associate Company a monthly accounting Escrow Agent within thirty fifteen (3015) calendar days after from receipt of such reports. After the close expiration of each month and which period without any written objection having been submitted, the receiving companies shall have the opportunity for examination and audit, and any balance due Escrow Agent shall be paid released to all items and matters set forth in the reports. Extent of Liability The Escrow Agent shall not later than thirty (30) days after look into the close of business of said month. 1.3 AMI agrees to pay to the Associate Company its respective participation of all premiums written by the companies after first deducting premiums on all Working Cover reinsurance ceded to reinsurers (other than the parties hereto). Similarlyveracity, it is further agreed that all lossesgenuineness, loss expense and other underwriting and administrative expenses (with the exceptions noted in Part II hereof) or validity of the companies, less all losses and expenses recovered and recoverable written instructions it will receive under Working Cover reinsurance ceded to reinsurers (other than the parties hereto), shall be pro-rated between the parties on the basis of their respective participations as reflected in the aforesaid exhibit. 1.4 As promptly as possible after the effective date provisions of this Agreement, AMI shall remit on a monthly basis the intention hereof being to assure the immediate release and delivery of the Escrow Deposit under the provisions of this Agreement. The Escrow Agent is authorized and directed to disregard in its sole discretion any positive cash flow resulting from and all notices and warnings given to it by the combined book other party or by any other person, firm, association or corporation unless they are issued under the terms of business to each participating Associate Company its proportionate share this Agreement. It shall, however, obey the order, judgments or decrees of any court or any government instrumentality in the exercise of quasi-judicial functions. In case of such positive cash flow. 1.5 It compliance, it shall not be liable by reason thereof to the Alumni or to UP MANILA or to any other person, firm association or corporation, even if, after that, any such other judgment or decree be reversed, modified, annulled, set aside or vacated. The Escrow Agent shall assume no obligation or responsibility other than to make delivery of the Escrow Deposit as herein provided and shall not be bound by any agreement or contract to which it is not a party, whether it has knowledge thereof or not, and this Agreement shall not be altered or amended in any manner without the intent consent of the Escrow Agent. In the absence of fraud, bad faith, or gross negligence on the part of the Escrow Agent or any person acting in its behalf, the Escrow Agent shall not be liable for any loss or damage to the Escrow Deposit arising out of or in connection with any act done or performed or caused to be done or performed by the Escrow Agent under the terms and conditions of this Agreement, or any instructions issued pursuant hereto, nor shall it be liable for any act or omission made in accordance with this Agreement that or concerning any action taken by it in good faith, nor of any mistake of fact of error of judgment acted upon in good faith. In case of force majeure such as typhoons, earthquakes, tidal waves and other similar natural catastrophes or fire, war, insurrections, rebellion, coup d' etat, strikes, lock out, or other similar military, political, or civil disturbances, the Escrow Agent shall not be liable for the non- performance of any of its administration shall be accomplished by personnel on the payroll of AMIobligations under this Agreement for reasons directly or indirectly, and that each such employee is subject wholly or partly attributable to the direction and control any of the Board preceding. Compliance with Anti-Money Laundering Regulations The PRINCIPALS undertake to comply with the Anti-Money Laundering laws and regulations, including the updating of Directorsits records and submission of required validation documents with the Escrow Agent at least once every three (3) years or oftener as may be advised by the Escrow Agent or as may be required by its auditors and regulators. Should the PARENTS fail to comply with the Anti-Money Laundering laws and regulations, Committees or including the updating of its records and submission of required validation documents, the Escrow Agent is authorized appointees of each party to this Agreement so far as terminate the duties or activities of account and release the personnel relate funds to the business or affairs of such partyUP MANILA. 1.6 The parties hereto also agree each shall be credited with its proportionate share of salvage and subrogation (i.e. reimbursement obtained or recovery made by originating company, less actual cost of obtaining such reimbursements or making such recovery) on account of claims and settlements involving reinsurance hereunder.

Accounting and Reporting. 1.1 To 9.1 The Licensee shall keep full, accurate and proper records and accounts in connection with the extent that transfers of non-cash assets may be required to effectuate the settlements herein provided, such transfers shall be made at fair market values as of the date such transfers are madeLicensed Products. 1.2 Each participating Associate Company agrees to render to AMI and AMI agrees to render to the Associate Company a monthly accounting within thirty (30) days after the close of each month and the receiving companies 9.2 The Licensor shall have the opportunity right during the Term and for a period of six years thereafter, at its sole cost and expense (subject to clause 9.4), on service of at least five Business Days' notice, to conduct an audit in relation to the Licensee’s compliance with this Agreement. The Licensor (or, if the Licensor elects, its agents, accountants and/or professional advisors) may conduct the audit, during normal business hours, at the offices of the Licensee and the Licensee will make available to the Licensor (and its agents, accountants and/or professional advisors) its books, records, documents and agreements relating to this Agreement to establish whether the Licensee has complied with its obligations under this Agreement (including without limitation the calculation of Royalties due to the Licensor). The Licensee will co-operate with the Licensor or its duly authorised representatives during such examination and audit, shall make available such personnel and facilities as may reasonably be required in connection with the examination. 9.3 The Licensor’s representatives may take copies of the records and books of account and any balance due other relevant information relating to this Agreement for the purpose of auditing all or any information and/or procedures used to compile such reports and such information shall be paid not later than thirty (30) days after treated as confidential to the close Licensee under the terms of business of said monththe confidentiality obligations contained within this Agreement. 1.3 AMI agrees to pay 9.4 If any such audit reveals that the Licensor has not been paid any monies that were properly due to the Associate Company its respective participation Licensor, then the Licensee shall promptly pay the shortfall together with interest to be calculated in accordance with Clause 9.6.2 below and if the shortfall is greater than 5% then the Licensor will pay the reasonable costs of all premiums written by the companies after first deducting premiums on all Working Cover reinsurance ceded audit. 9.5 All monies due to reinsurers the Licensor under the terms of this Agreement are payable to the Licensor in the currency in which they are expressed in this Agreement (the “Contractual Currency”). Royalties earned in currencies other than the Contractual Currency shall be converted into the Contractual Currency at the published mid rate of exchange of ▇▇▇▇▇▇▇’▇ Bank PLC on the date on which each such payment is due. 9.6 If the Licensee fails to make any payment which is due to the Licensor pursuant to or in connection with this Agreement to the Licensor when due then, without prejudice to any other rights and remedies (whether provided by law, equity or this Agreement) which the Licensor may have, the Licensor is entitled to: 9.6.1 suspend the licence set out in this Agreement until the relevant amount is paid; and/or 9.6.2 charge interest on any unpaid amount (inclusive of VAT) at a rate of two per cent per annum over Barclays Bank PLC base rate from time to time calculated on a daily basis for the period from the due date to the date of actual payment in full, both before and after any judgment. The parties hereto). Similarly, it agree that this clause 9.6.2 is further agreed that all losses, loss expense and other underwriting and administrative expenses (a substantial remedy for late payment of any sum payable pursuant to or in connection with the exceptions noted this Agreement in Part II hereofaccordance with section 8(2) of the companies, less all losses and expenses recovered and recoverable under Working Cover reinsurance ceded to reinsurers Late Payment of Commercial Debts (other than the parties heretoInterest), shall be pro-rated between the parties on the basis of their respective participations as reflected in the aforesaid exhibit. 1.4 As promptly as possible after the effective date of this Agreement, AMI shall remit on a monthly basis any positive cash flow resulting from the combined book of business to each participating Associate Company its proportionate share of such positive cash flow. 1.5 It is the intent of this Agreement that its administration shall be accomplished by personnel on the payroll of AMI, and that each such employee is subject to the direction and control of the Board of Directors, Committees or authorized appointees of each party to this Agreement so far as the duties or activities of the personnel relate to the business or affairs of such party. 1.6 The parties hereto also agree each shall be credited with its proportionate share of salvage and subrogation (i.e. reimbursement obtained or recovery made by originating company, less actual cost of obtaining such reimbursements or making such recovery) on account of claims and settlements involving reinsurance hereunder.

Accounting and Reporting. 1.1 To a. The Creditors’ Trustee shall account separately for the extent that transfers proceeds from the liquidation of non-cash assets may be required to effectuate Trust Property in each of the settlements herein provided, such transfers Subtrusts. Beneficiaries shall be made entitled to distributions only from the Subtrust for the Trust Property of the Debtor against which such Beneficiary holds an Allowed Claim. b. Upon receipt of Trust Property, the Creditor’s Trustee shall immediately establish and maintain a separate operating account, or accounts in accordance with Section 6.2 of this Agreement. At a minimum, said operating account shall at fair market values all times contain funds sufficient to cover the ordinary and reasonable costs, expenses and obligations incurred by the Creditor’s Trustee in administering the Blue Water Trust, including (without limitation) those described in Section 6.3 hereof. c. In the event the Creditor’s Trustee directs a cash distribution from the Blue Water Trust, all payments shall be on a pro rata basis to Beneficiaries in the given class, and the Beneficiaries shall be paid as provided in Section 7.1 hereof. d. The Creditor’s Trustee shall keep, or cause to be kept, books containing a description of all property that, from time to time, constitutes the Trust Property, and an accounting of receipts and disbursements, which shall be open to inspection by Beneficiaries at reasonable times. The Creditor’s Trustee shall otherwise keep the Beneficiaries fully informed in the matters of the Blue Water Trust by furnishing to the Beneficiaries annually a statement of receipts and disbursements for the Blue Water Trust for the period since the last statement and including a listing and description of each of the assets of the Blue Water Trust as of the date of such transfers are madereport. 1.2 Each participating Associate Company agrees to render to AMI e. All costs, expenses and AMI agrees to render to the Associate Company a monthly accounting within thirty (30) days after the close of each month and the receiving companies shall have the opportunity for examination and audit, and any balance due shall be paid not later than thirty (30) days after the close of business of said month. 1.3 AMI agrees to pay to the Associate Company its respective participation of all premiums written obligations incurred by the companies after first deducting premiums on all Working Cover reinsurance ceded to reinsurers (Creditor’s Trustee in accordance with the provisions of this Agreement in administering this Blue Water Trust or in any other than the parties hereto). Similarlymanner connected, it is further agreed that all lossesincidental or related thereto, loss expense including those of attorneys, accountants and other underwriting and administrative expenses (with persons employed by the exceptions noted Creditor’s Trustee to assist in Part II hereof) the administration of the companies, less all losses and expenses recovered and recoverable under Working Cover reinsurance ceded to reinsurers (other than the parties hereto)Trust Property, shall be pro-rated between a charge against the parties on the basis of their respective participations as reflected in the aforesaid exhibit. 1.4 As promptly as possible after the effective date of this Agreement, AMI Trust Property. The Creditor’s Trustee shall remit on a monthly basis any positive cash flow resulting from the combined book of business maintain adequate reserves for such payment prior to each participating Associate Company its proportionate share of such positive cash flow. 1.5 It is the intent of this Agreement that its administration shall be accomplished by personnel on the payroll of AMI, and that each such employee is subject making distribution to the direction and control of the Board of Directors, Committees or authorized appointees of each party to this Agreement so far as the duties or activities of the personnel relate to the business or affairs of such partyBeneficiaries. 1.6 The parties hereto also agree each shall be credited with its proportionate share of salvage and subrogation (i.e. reimbursement obtained or recovery made by originating company, less actual cost of obtaining such reimbursements or making such recovery) on account of claims and settlements involving reinsurance hereunder.

Accounting and Reporting. 1.1 To the extent that transfers 6.1 Simultaneous with its payments as set forth above in Section 5, Licensee shall submit to UO quarterly reports of non-cash assets may be required to effectuate the settlements herein provided, such transfers all its Net Sales of Licensed Products. These reports shall be made at fair market values as prepared in a format agreeable to UO. Reports of the date such transfers are made. 1.2 Each participating Associate Company agrees to render to AMI and AMI agrees to render to the Associate Company a monthly accounting sales in each fiscal quarter shall be submitted within thirty (30) days following the end of each calendar quarter. A statement shall accompany each quarterly report from the chief financial officer of Licensee certifying that the report is in accordance with, and in compliance with this Agreement. If no sales or other uses of the Licensed Products are made during any reporting period, a statement to that effect shall be provided to UO as the quarterly report. 6.2 Licensee shall keep account books, records and duplicates of all invoices to customers showing the sales or other distribution of Licensed Products. Said books, records and invoices shall be maintained for a period of at least three (3) years after the close payment of the corresponding Royalty and shall be available for inspection and copying by duly authorized representatives of UO during regular business hours upon reasonable notice. Licensee shall cooperate fully with UO in making the inspection. The requirements of this sub-paragraph will survive termination of this Agreement. 6.3 Once during each month and the receiving companies shall have the opportunity for examination and auditfiscal year in which this Agreement is in effect, and any balance due shall be paid not later than thirty (30) days up to three times after the close of business of said month. 1.3 AMI agrees to pay to the Associate Company its respective participation of all premiums written by the companies after first deducting premiums on all Working Cover reinsurance ceded to reinsurers (other than the parties hereto). Similarly, it is further agreed that all losses, loss expense and other underwriting and administrative expenses (with the exceptions noted in Part II hereof) of the companies, less all losses and expenses recovered and recoverable under Working Cover reinsurance ceded to reinsurers (other than the parties hereto), shall be pro-rated between the parties on the basis of their respective participations as reflected in the aforesaid exhibit. 1.4 As promptly as possible after the effective date expiration or termination of this Agreement, AMI UO shall be entitled to an independent audit of Licensee's account books, records, invoices and other pertinent data, to determine Licensee's sales of Licensed Products, by an auditor to be designated by UO. The audit shall be conducted at Licensee's place of business during normal business hours. The cost of the audit will be paid by UO unless the audit shows that Licensee understated sales of Licensed Products by more than five percent (5%), in which case Licensee shall pay all of UO's costs of the audit. In the event the audit reveals that the Licensee has underpaid, the Licensee shall immediately remit on a monthly basis any positive cash flow resulting payment of that deficiency to UO, plus interest calculated at the rate of one and one-half percent (1 ½%) per month from the combined book of business to each participating Associate Company its proportionate share of date such positive cash flowpayment(s) was actually due until the date when such payment(s) is actually received by UO. 1.5 It is the intent of this Agreement that its administration shall be accomplished by personnel on the payroll of AMI, and that each such employee is subject to the direction and control of the Board of Directors, Committees or authorized appointees of each party to this Agreement so far as the duties or activities of the personnel relate to the business or affairs of such party. 1.6 The parties hereto also agree each shall be credited with its proportionate share of salvage and subrogation (i.e. reimbursement obtained or recovery made by originating company, less actual cost of obtaining such reimbursements or making such recovery) on account of claims and settlements involving reinsurance hereunder.

Accounting and Reporting. 1.1 To The Recipient shall keep accurate and up-to-date accounts and records relating to the extent that transfers Contribution, separate from those it keeps for the rest of non-cash assets may be required to effectuate its business. Upon the settlements herein provided, such transfers shall be made at fair market values as reasonable request of the date such transfers are made. 1.2 Each participating Associate Company agrees to render to AMI and AMI agrees to render FCO, the Recipient will provide the FCO with a copy of annual accounts relating to the Associate Company a monthly accounting Contribution within thirty (30) days after 3 months of the close end of each month financial year during the Term of this MoU, or such other period as the Parties may mutually agree in writing. The Recipient shall keep all invoices, receipts, and accounts and any other relevant documents relating to the receiving companies expenditure of the Contribution for a period of at least 2 years following receipt of any Contribution monies to which they relate. The FCO shall have the opportunity right to review, at its reasonable request, the Recipients accounts and records that relate to the expenditure of the Contribution and shall have the right to take copies of such accounts and records. Where the Recipient has obtained funding from a third party to delivery any part of the Programme, the Recipient shall include the amount of such funding in its financial reports together with details of what that funding has been used for. Upon its reasonable request, the Recipient shall provide the FCO with such further information, explanations and documents as the Funder may reasonably require in order for examination it to establish that the Contribution has been used for the proper purpose outlined at Annex 1. The Recipient shall permit any person authorised by the FCO such access, as the Parties agree to in writing, to its employees, agents, premises, facilities and auditrecords, for the purpose of discussing, monitoring and any balance due shall evaluating The Recipient's fulfilment of the conditions of this MoU and shall, if so required, provide appropriate oral or written explanations from them. The Recipient commits to assure that the funds disbursed in the form of advances will be paid not later than thirty (30) subject to annual audits. Such audits will be undertaken by an independent auditing firm or the external auditing firm of the Recipient subject to previous written non objection from the FCO. The costs of the audit will be part of the Programme costs. The Recipient commits to provide the FCO at the end of each quarter and at the end of each year with a technical and financial progress report relating to the implementation of the Programme. The annual report must be delivered to the FCO 10 days prior to the end on each year. Within 3 months after the close of business of said month. 1.3 AMI agrees to pay Expiry Date, the Recipient will deliver a Programme completion report to the Associate Company its respective participation FCO. The final report will at least include (a) a summary of all premiums written by the companies after first deducting premiums on all Working Cover reinsurance ceded to reinsurers (other than the parties hereto). Similarly, it is further agreed that all losses, loss expense outputs and other underwriting and administrative expenses (with the exceptions noted in Part II hereof) of the companies, less all losses and expenses recovered and recoverable under Working Cover reinsurance ceded to reinsurers (other than the parties hereto), shall be pro-rated between the parties on the basis of their respective participations as reflected in the aforesaid exhibit. 1.4 As promptly as possible after the effective date of this Agreement, AMI shall remit on a monthly basis any positive cash flow resulting from the combined book of business to each participating Associate Company its proportionate share of such positive cash flow. 1.5 It is the intent of this Agreement that its administration shall be accomplished by personnel on the payroll of AMI, and that each such employee is subject to the direction and control of the Board of Directors, Committees or authorized appointees of each party to this Agreement so far as the duties or activities of the personnel relate Programme and a full summary of the Programme's income and expenditure and payments received, including the total amount disbursed; (b) a summary table setting out the final amount of each procurement contract; (c) description of the results generated by each operation and their impact in relation to the business objectives of the Programme using the indicators included in the MoU. The reports will be in GBP. The Programme will have two committees. The Steering Committee will make decisions for the technical and financial implementation of the Program and will validate the reports sent by The Recipient, and will be composed by the FCO and the Recipient The Recipient will set an Internal Committee composed by the financial and technical leaders of the Programme on the different areas. The purpose will be to follow up all contracts financed by the Program and determine which projects will be presented to the FCO. PROGRAMME MANAGEMENT Under the procurement, award and performance of contracts relating to the implementation of the Programme, the Recipient commits to adhere with and implement the provisions of the IDB Procurement Guidelines dated on March of 2011 GN-2350-9. The threshold that determines the use of the public international bidding, will be available at the disposal of the Beneficiary in the web page ▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇. This threshold is $500.000 USD. Below the above mentioned threshold, the awarding method will be decided in agreement with the complexity and characteristics of the acquisition or affairs contracting according to the IDB Procurement Guidelines dated on March of such party2011 GN-2350-9. The Recipient commits to assure that a delegate of the Funder could participate on the selection processes. The Recipient also commits to take any steps necessary for the effective implementation of the provisions of the IDB Procurement Guidelines. The use of these Guidelines assure that all processes are competitive and firms from any nationality could participate on the process, this includes British Firms. 1.6 The parties hereto also agree each shall be credited with its proportionate share of salvage and subrogation (i.e. reimbursement obtained or recovery made by originating company, less actual cost of obtaining such reimbursements or making such recovery) on account of claims and settlements involving reinsurance hereunder.