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 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.