Common use of Accounting and Reporting Clause in Contracts

Accounting and Reporting. The Escrow Agent shall keep and maintain books of accounts and other accounting records of all investments and reinvestments of the Escrow Deposit and shall make available to the PRINCIPALS the quarterly electronic reports (i.e., Balance Sheet, Income Statement, Statement of 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 sent upon execution of placement or investment within 5 calendar days from the transaction date. All electronic reports shall be sent through the email address designated by the authorized representatives of the PRINCIPALS. The information in such reports shall be deemed accepted should the PRINCIPALS fail to submit any objection to it in writing to the Escrow Agent within fifteen (15) calendar days from receipt of such reports. After the expiration of which period without any written objection having been submitted, the Escrow Agent shall be released to all items and matters set forth in the reports. Extent of Liability The Escrow Agent shall not look into the veracity, genuineness, or validity of the written instructions it will receive under the provisions of this Agreement, 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 and all notices and warnings given to it by the other party or by any other person, firm, association or corporation unless they are issued under the terms of 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 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 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 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 obligations under this Agreement for reasons directly or indirectly, wholly or partly attributable to any of the preceding. Compliance with Anti-Money Laundering Regulations The PRINCIPALS undertake to comply with the Anti-Money Laundering laws and regulations, including the updating of its 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, including the updating of its records and submission of required validation documents, the Escrow Agent is authorized to terminate the account and release the funds to UP MANILA.

Accounting and Reporting. The Escrow Agent shall keep 5.1. Issuer agrees to furnish Custodian with the income tax cost basis and maintain books dates of accounts and other accounting records acquisition of all investments Securities held in Issuer’s Account to be carried on its records. If Issuer does not furnish such information, Custodian shall carry the Securities at any such nominal value it determines, such value to be for bookkeeping purposes only. All statements and reinvestments reporting of any matters requiring this information will use this nominal value. Custodian shall have no duty to verify the accuracy of the Escrow Deposit tax cost basis or dates of acquisition furnished by Issuer. 5.0. Xx the extent that Custodian has agreed to provide pricing or other information services, Custodian is authorized to utilize any vendor (including brokers and shall make available dealers of securities and pricing services embedded in Custodian’s securities processing or accounting systems) reasonably believed by Custodian to the PRINCIPALS the quarterly electronic reports (i.e.be reliable to provide such information. Issuer understands that certain pricing information with respect to complex financial instruments, Balance Sheetincluding, Income Statementwithout limitation, Statement of Earning Assetsderivatives, Investment Activity Reportmay be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and Return on Investment Report) within twenty (20) calendar days from that the end of variance between such calculated amounts and actual market values may or may not be material. If Issuer does not provide such information, Custodian shall use the preceding quartercost or nominal value for such Securities, solely for administrative convenience. An electronic Confirmation of Transaction Report Pursuant to Section 13 Issuer shall likewise be sent upon execution of placement or investment within 5 calendar days from the transaction date. All electronic reports release, indemnify, defend and hold Custodian harmless, and Custodian shall be sent through without liability, for any Losses incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder. Custodian shall have no responsibility or duty to ascertain or authenticate the email address designated value of pricing applied to any Securities. 5.3. Custodian shall provide Issuer account statements for its Account at least monthly via electronic means or as otherwise as agreed to by Issuer and Custodian showing all income and Issuer transactions. Issuer may approve or disapprove any such statement within 10 days of its receipt, and if no written objections are received within the authorized representatives 10-day period, such statement of the PRINCIPALS. The information in such reports account shall be deemed accepted should the PRINCIPALS fail approved by Issuer. 5.4. Issuer or its designee (at their sole cost and expense) shall have access upon reasonable prior notice to submit any objection to it in writing Custodian during regular business hours to the Escrow Agent within fifteen (15) calendar days from receipt books and records relating to Issuer’s Account, or shall be given confirmation of the contents of the books and records maintained by Custodian to verify the accuracy of such reportsbooks and records. After the expiration of which period without any written objection having been submitted, the Escrow Agent Custodian shall be released to all items and matters set forth in the reports. Extent of Liability The Escrow Agent shall not look into the veracity, genuineness, or validity of the written instructions it will receive under the provisions of this Agreement, 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 and all notices and warnings given to it by the other party or by any other person, firm, association or corporation unless they are issued under the terms of this Agreement. It shall, however, obey the order, judgments or decrees notify Issuer promptly of any court Law that would restrict such access or any government instrumentality in the exercise of quasi-judicial functionsconfirmation. In case of such compliance, it Custodian shall not be liable by reason thereof under any obligation 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 retain records in any manner without the 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 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 obligations under this Agreement for reasons directly or indirectly, wholly or partly attributable to any of the preceding. Compliance with Anti-Money Laundering Regulations The PRINCIPALS undertake to comply with the Anti-Money Laundering laws and regulations, including the updating of its 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, including the updating of its records and submission of required validation documents, the Escrow Agent is authorized to terminate the account and release the funds to UP MANILApaper form.

Accounting and Reporting. The Escrow Agent 1.1 To the extent that transfers of non-cash assets may be required to effectuate the settlements herein provided, such transfers shall keep 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 maintain books AMI agrees to render to the Associate Company a monthly accounting within thirty (30) days after the close of accounts 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 accounting records of all investments underwriting and reinvestments administrative expenses (with the exceptions noted in Part II hereof) of the Escrow Deposit companies, less all losses and shall make available expenses recovered and recoverable under Working Cover reinsurance ceded to reinsurers (other than the PRINCIPALS the quarterly electronic reports (i.e.parties hereto), Balance Sheet, Income Statement, Statement of 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 sent upon execution of placement or investment within 5 calendar days from the transaction date. All electronic reports shall be sent through pro-rated between the email address designated by parties on the authorized representatives basis of the PRINCIPALS. The information in such reports shall be deemed accepted should the PRINCIPALS fail to submit any objection to it in writing to the Escrow Agent within fifteen (15) calendar days from receipt of such reports. After the expiration of which period without any written objection having been submitted, the Escrow Agent shall be released to all items and matters set forth their respective participations as reflected in the reports. Extent of Liability The Escrow Agent shall not look into aforesaid exhibit. 1.4 As promptly as possible after the veracity, genuineness, or validity of the written instructions it will receive under the provisions effective date of this Agreement, AMI shall remit on a monthly basis any positive cash flow resulting from the intention hereof being combined book of business to assure each participating Associate Company its proportionate share of such positive cash flow. 1.5 It is the immediate release intent of this Agreement that its administration shall be accomplished by personnel on the payroll of AMI, and delivery that each such employee is subject to the direction and control of the Escrow Deposit under Board of Directors, Committees or authorized appointees of each party to this Agreement so far as the provisions duties or activities of this Agreement. The Escrow Agent is authorized and directed the personnel relate to disregard in its sole discretion any and all notices and warnings given to it by the other party business or by any other person, firm, association or corporation unless they are issued under the terms of 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 affairs of such complianceparty. 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, it shall not be liable by reason thereof to the Alumni less actual cost of obtaining such reimbursements or to UP MANILA or to any other person, firm association or corporation, even if, after that, any making 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 recovery) on account of the Escrow Deposit as herein provided claims 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 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 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 obligations under this Agreement for reasons directly or indirectly, wholly or partly attributable to any of the preceding. Compliance with Anti-Money Laundering Regulations The PRINCIPALS undertake to comply with the Anti-Money Laundering laws and regulations, including the updating of its 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, including the updating of its records and submission of required validation documents, the Escrow Agent is authorized to terminate the account and release the funds to UP MANILAsettlements involving reinsurance hereunder.

Accounting and Reporting. The Escrow Agent Recipient shall keep accurate and maintain books of up-to-date accounts and other accounting records relating to the Contribution, separate from those it keeps for the rest of all investments and reinvestments its business. Upon the reasonable request of the Escrow Deposit and shall make available FCO, the Recipient will provide the FCO with a copy of annual accounts relating to the PRINCIPALS the quarterly electronic reports (i.e., Balance Sheet, Income Statement, Statement Contribution within 3 months of Earning Assets, Investment Activity Report, and Return on Investment Report) within twenty (20) calendar days from the end of each financial year during the preceding quarterTerm of this MoU, or such other period as the Parties may mutually agree in writing. An electronic Confirmation The Recipient shall keep all invoices, receipts, and accounts and any other relevant documents relating to the expenditure of Transaction Report the Contribution for a period of at least 2 years following receipt of any Contribution monies to which they relate. The FCO shall likewise have the 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 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 records, for the purpose of discussing, monitoring and 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 sent upon execution subject to annual audits. Such audits will be undertaken by an independent auditing firm or the external auditing firm of placement or investment within 5 calendar days the Recipient subject to previous written non objection from the transaction dateFCO. All electronic 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 Expiry Date, the Recipient will deliver a Programme completion report to the FCO. The final report will at least include (a) a summary of outputs and activities of the 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 objectives of the Programme using the indicators included in the MoU. The reports shall 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 through the email address designated by The Recipient, and will be composed by the authorized representatives FCO and the Recipient The Recipient will set an Internal Committee composed by the financial and technical leaders of the PRINCIPALSProgramme on the different areas. The information in such reports shall purpose will be deemed accepted should to follow up all contracts financed by the PRINCIPALS fail to submit any objection to it in writing Program and determine which projects will be presented to the Escrow Agent within fifteen (15) calendar days from receipt FCO. PROGRAMME MANAGEMENT Under the procurement, award and performance of such reports. After contracts relating to the expiration implementation of which period without any written objection having been submittedthe Programme, the Escrow Agent shall be released Recipient commits to all items adhere with and matters set forth in the reports. Extent of Liability The Escrow Agent shall not look into the veracity, genuineness, or validity of the written instructions it will receive under implement the provisions of this Agreementthe 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 xxx.xxxx.xxx/xxxxxxxxxxx. This threshold is $500.000 USD. Below the above mentioned threshold, the intention hereof being awarding method will be decided in agreement with the complexity and characteristics of the acquisition or contracting according to the IDB Procurement Guidelines dated on March of 2011 GN-2350-9. The Recipient commits to assure the immediate release and delivery that a delegate of the Escrow Deposit under Funder could participate on the selection processes. The Recipient also commits to take any steps necessary for the effective implementation of the provisions of this Agreementthe IDB Procurement Guidelines. The Escrow Agent is authorized use of these Guidelines assure that all processes are competitive and directed to disregard in its sole discretion firms from any and all notices and warnings given to it by the other party or by any other person, firm, association or corporation unless they are issued under the terms of 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 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 consent of the Escrow Agent. In the absence of fraud, bad faith, or gross negligence nationality could participate on the part of the Escrow Agent or any person acting in its behalfprocess, 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 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 obligations under this Agreement for reasons directly or indirectly, wholly or partly attributable to any of the preceding. Compliance with Anti-Money Laundering Regulations The PRINCIPALS undertake to comply with the Anti-Money Laundering laws and regulations, including the updating of its 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, including the updating of its records and submission of required validation documents, the Escrow Agent is authorized to terminate the account and release the funds to UP MANILAincludes British Firms.

Accounting and Reporting. 9.1 The Escrow Agent Licensee shall keep full, accurate and maintain books proper records and accounts in connection with the Licensed Products. 9.2 The Licensor shall have the right during the Term and for a period of accounts six years thereafter, at its sole cost and other accounting records expense (subject to clause 9.4), on service of all investments and reinvestments 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 Escrow Deposit 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 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 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 treated as confidential to the PRINCIPALS Licensee under the quarterly electronic reports (i.e., Balance Sheet, Income Statement, Statement of Earning Assets, Investment Activity Report, and Return on Investment Report) within twenty (20) calendar days from the end terms of the preceding quarter. An electronic Confirmation of Transaction Report confidentiality obligations contained within this Agreement. 9.4 If any such audit reveals that the Licensor has not been paid any monies that were properly due to the Licensor, then the Licensee shall likewise promptly pay the shortfall together with interest to be sent upon execution of placement or investment within 5 calendar days from calculated in accordance with Clause 9.6.2 below and if the transaction date. All electronic reports shall be sent through shortfall is greater than 5% then the email address designated by Licensor will pay the authorized representatives reasonable costs of the PRINCIPALS. The information in such reports shall be deemed accepted should the PRINCIPALS fail to submit any objection to it in writing audit. 9.5 All monies due to the Escrow Agent within fifteen (15) calendar days from receipt of such reports. After the expiration of which period without any written objection having been submitted, the Escrow Agent shall be released to all items and matters set forth in the reports. Extent of Liability The Escrow Agent shall not look into the veracity, genuineness, or validity of the written instructions it will receive under the provisions of this Agreement, 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 and all notices and warnings given to it by the other party or by any other person, firm, association or corporation unless they are issued Licensor under the terms of this Agreement. It shall, however, obey Agreement are payable to the order, judgments or decrees of any court or any government instrumentality Licensor in the exercise 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 quasi-judicial functions. In case exchange of Xxxxxxx’x Bank PLC on the date on which each such compliance, it shall not be liable by reason thereof payment is due. 9.6 If the Licensee fails to make any payment which is due to the Alumni or Licensor pursuant 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 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 this Agreement to the Licensor when due then, without prejudice to any act done other rights and remedies (whether provided by law, equity or performed or caused to be done or performed by the Escrow Agent under the terms and conditions of 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 agree that this clause 9.6.2 is a substantial remedy for late payment of any sum payable pursuant to or any instructions issued pursuant hereto, nor shall it be liable for any act or omission made in connection with this Agreement in accordance with this Agreement 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 obligations under this Agreement for reasons directly or indirectly, wholly or partly attributable to any section 8(2) of the preceding. Compliance with Anti-Money Laundering Regulations The PRINCIPALS undertake to comply with the Anti-Money Laundering laws and regulations, including the updating Late Payment of its records and submission of required validation documents with the Escrow Agent at least once every three Commercial Debts (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, including the updating of its records and submission of required validation documents, the Escrow Agent is authorized to terminate the account and release the funds to UP MANILA.Interest)

Accounting and Reporting. The Escrow Agent shall keep 5.1. Issuer agrees to furnish Custodian with the income tax cost basis and maintain books dates of accounts and other accounting records acquisition of all investments Securities held in Issuer’s Account to be carried on its records. If Issuer does not furnish such information, Custodian shall carry the Securities at any such nominal value it determines, such value to be for bookkeeping purposes only. All statements and reinvestments reporting of any matters requiring this information will use this nominal value. Custodian shall have no duty to verify the accuracy of the Escrow Deposit tax cost basis or dates of acquisition furnished by Issuer. 0.0. Xx the extent that Custodian has agreed to provide pricing or other information services, Custodian is authorized to utilize any vendor (including brokers and shall make available dealers of securities and pricing services embedded in Custodian’s securities processing or accounting systems) reasonably believed by Custodian to the PRINCIPALS the quarterly electronic reports (i.e.be reliable to provide such information. Issuer understands that certain pricing information with respect to complex financial instruments, Balance Sheetincluding, Income Statementwithout limitation, Statement of Earning Assetsderivatives, Investment Activity Reportmay be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and Return on Investment Report) within twenty (20) calendar days from that the end of variance between such calculated amounts and actual market values may or may not be material. If Issuer does not provide such information, Custodian shall use the preceding quartercost or nominal value for such Securities, solely for administrative convenience. An electronic Confirmation of Transaction Report Pursuant to Section 13 Issuer shall likewise be sent upon execution of placement or investment within 5 calendar days from the transaction date. All electronic reports release, indemnify, defend and hold Custodian harmless, and Custodian shall be sent through without liability, for any Losses incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder. Custodian shall have no responsibility or duty to ascertain or authenticate the email address designated value of pricing applied to any Securities. 5.3. Custodian shall provide Issuer account statements for its Account at least monthly via electronic means or as otherwise as agreed to by Issuer and Custodian showing all income and Issuer transactions. Issuer may approve or disapprove any such statement within 10 days of its receipt, and if no written objections are received within the authorized representatives 10-day period, such statement of the PRINCIPALS. The information in such reports account shall be deemed accepted should the PRINCIPALS fail approved by Issuer. 5.4. Issuer or its designee (at their sole cost and expense) shall have access upon reasonable prior notice to submit any objection to it in writing Custodian during regular business hours to the Escrow Agent within fifteen (15) calendar days from receipt books and records relating to Issuer’s Account, or shall be given confirmation of the contents of the books and records maintained by Custodian to verify the accuracy of such reportsbooks and records. After the expiration of which period without any written objection having been submitted, the Escrow Agent Custodian shall be released to all items and matters set forth in the reports. Extent of Liability The Escrow Agent shall not look into the veracity, genuineness, or validity of the written instructions it will receive under the provisions of this Agreement, 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 and all notices and warnings given to it by the other party or by any other person, firm, association or corporation unless they are issued under the terms of this Agreement. It shall, however, obey the order, judgments or decrees notify Issuer promptly of any court Law that would restrict such access or any government instrumentality in the exercise of quasi-judicial functionsconfirmation. In case of such compliance, it Custodian shall not be liable by reason thereof under any obligation 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 retain records in any manner without the 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 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 obligations under this Agreement for reasons directly or indirectly, wholly or partly attributable to any of the preceding. Compliance with Anti-Money Laundering Regulations The PRINCIPALS undertake to comply with the Anti-Money Laundering laws and regulations, including the updating of its 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, including the updating of its records and submission of required validation documents, the Escrow Agent is authorized to terminate the account and release the funds to UP MANILApaper form.

Accounting and Reporting. The Escrow Agent 6.1 Simultaneous with its payments as set forth above in Section 5, Licensee shall keep and maintain books of accounts and other accounting records submit to UO quarterly reports of all investments and reinvestments its Net Sales of the Escrow Deposit and Licensed Products. These reports shall make available be prepared in a format agreeable to the PRINCIPALS the quarterly electronic reports UO. Reports of sales in each fiscal quarter shall be submitted within thirty (i.e., Balance Sheet, Income Statement, Statement of Earning Assets, Investment Activity Report, and Return on Investment Report30) within twenty (20) calendar days from following the end of the preceding each calendar quarter. An electronic Confirmation of Transaction Report A statement shall likewise be sent upon execution of placement or investment within 5 calendar days accompany each quarterly report from the transaction date. All electronic reports shall be sent through chief financial officer of Licensee certifying that the email address designated by the authorized representatives of the PRINCIPALS. The information report is in such reports shall be deemed accepted should the PRINCIPALS fail to submit any objection to it accordance with, and in writing to the Escrow Agent within fifteen (15) calendar days from receipt of such reports. After the expiration of which period without any written objection having been submitted, the Escrow Agent shall be released to all items and matters set forth in the reports. Extent of Liability The Escrow Agent shall not look into the veracity, genuineness, or validity of the written instructions it will receive under the provisions of this Agreement, the intention hereof being to assure the immediate release and delivery of the Escrow Deposit under the provisions of compliance with this Agreement. The Escrow Agent is authorized and directed to disregard in its sole discretion any and all notices and warnings given to it by the If no sales or other party or by any other person, firm, association or corporation unless they are issued under the terms of 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 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 uses of the Escrow Deposit Licensed Products are made during any reporting period, a statement to that effect shall be provided to UO as herein provided the quarterly report. 6.2 Licensee shall keep account books, records and shall not be bound by any agreement or contract duplicates of all invoices 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 customers showing the 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 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, sales or other similar militarydistribution of Licensed Products. Said books, political, or civil disturbances, the Escrow Agent shall not be liable for the non- performance of any of its obligations under this Agreement for reasons directly or indirectly, wholly or partly attributable to any of the preceding. Compliance with Anti-Money Laundering Regulations The PRINCIPALS undertake to comply with the Anti-Money Laundering laws and regulations, including the updating of its records and submission invoices shall be maintained for a period of required validation documents with the Escrow Agent at least once every three (3) years after the 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 fiscal year in which this Agreement is in effect, and up to three times after expiration or oftener as may termination of this Agreement, UO shall be advised 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 Escrow Agent or as may audit will be required paid by its auditors and regulatorsUO 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. Should In the PARENTS fail to comply with event the Anti-Money Laundering laws and regulations, including audit reveals that the updating of its records and submission of required validation documentsLicensee has underpaid, the Escrow Agent Licensee shall immediately remit payment of that deficiency to UO, plus interest calculated at the rate of one and one-half percent (1 ½%) per month from the date such payment(s) was actually due until the date when such payment(s) is authorized to terminate the account and release the funds to UP MANILAactually received by UO.

Accounting and Reporting. a. The Escrow Agent Creditors’ Trustee shall keep account separately for the proceeds from the liquidation of Trust Property in each of the Subtrusts. Beneficiaries shall be 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 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 of accounts and other accounting records containing a description of all investments property that, from time to time, constitutes the Trust Property, and reinvestments 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 Escrow Deposit and shall make available Blue Water Trust by furnishing to the PRINCIPALS Beneficiaries annually a statement of receipts and disbursements for the quarterly electronic reports (i.e., Balance Sheet, Income Statement, Statement Blue Water Trust for the period since the last statement and including a listing and description of Earning Assets, Investment Activity Report, and Return on Investment Report) within twenty (20) calendar days from the end each of the preceding quarter. An electronic Confirmation assets of Transaction Report shall likewise be sent upon execution the Blue Water Trust as of placement or investment within 5 calendar days from the transaction date. date of such report. e. All electronic reports shall be sent through the email address designated costs, expenses and obligations incurred by the authorized representatives of the PRINCIPALS. The information Creditor’s Trustee in such reports shall be deemed accepted should the PRINCIPALS fail to submit any objection to it in writing to the Escrow Agent within fifteen (15) calendar days from receipt of such reports. After the expiration of which period without any written objection having been submitted, the Escrow Agent shall be released to all items and matters set forth in the reports. Extent of Liability The Escrow Agent shall not look into the veracity, genuineness, or validity of the written instructions it will receive under accordance with the provisions of this AgreementAgreement in administering this Blue Water Trust or in any other manner connected, incidental or related thereto, including those of attorneys, accountants and other persons employed by the intention hereof being Creditor’s Trustee to assure assist in the immediate release and delivery administration of the Escrow Deposit under Trust Property, shall be a charge against the provisions of this AgreementTrust Property. The Escrow Agent is authorized and directed Creditor’s Trustee shall maintain adequate reserves for such payment prior to disregard in its sole discretion any and all notices and warnings given to it by the other party or by any other person, firm, association or corporation unless they are issued under the terms of 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 compliance, it shall not be liable by reason thereof making distribution 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 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 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 obligations under this Agreement for reasons directly or indirectly, wholly or partly attributable to any of the preceding. Compliance with Anti-Money Laundering Regulations The PRINCIPALS undertake to comply with the Anti-Money Laundering laws and regulations, including the updating of its 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, including the updating of its records and submission of required validation documents, the Escrow Agent is authorized to terminate the account and release the funds to UP MANILABeneficiaries.