Common use of Duties of HCC Clause in Contracts

Duties of HCC. HCC will provide and operate the HCC System for the use and benefit of Participant and other Participating Entities. HCC will provide all reasonable and necessary technical support, hardware and software, and modifications to the HCC System to provide clearinghouse services to Participant as described below. Upon compliance with the terms of this Agreement by Participant, HCC will provide the following clearinghouse services to Participant: (i) identify Participant (and designated affiliates and franchisees of Participant) to Subscribers as being a HCC System Participant through the use of UltraSwitch or other central reservation system services (and, at the discretion of HCC, by distribution of other promotional materials), subject to the provisions of Section 5.2; (ii) provide billing statements for Subscriber Commissions, Transaction Fees (as defined below) and other fees, costs and expenses to Participant on a regular (normally monthly) basis as provided in Section 3 below; (iii) debit Participant's designated bank account for such Subscriber Commissions, transaction fees and other fees, costs and expense, no sooner than forty-eight (48) hours after providing billing statements for such Subscriber Commissions, Transaction Fees and other fees, costs and expenses as provided in Section 3 below; (iv) distribute collected Subscriber Commissions to the appropriate Subscribers based upon HCC Subscriber Agreements with such Subscribers; (v) provide periodic (normally monthly) reports to Participant and Subscribers reflecting exceptions to Subscriber Commissions based upon the data available to HCC through UltraSwitch; and A description of the currently anticipated procedures to be followed in the payment process is given on Exhibit "F" attached, although the timing and exact details of such procedures as implemented by HCC in operation of the HCC system may be different due to computer-related and other operational constraints. Such procedures are subject to change from time to time as circumstances require or as otherwise determined by HCC.

Duties of HCC. Subject to delays caused by HILTON or its agents or a Force Majeure event described in Section 6.2 hereof, pursuant Section 2.1 above, HCC will provide diligently and in good faith do all of the following: provide, maintain and operate the HCC System for the use and benefit of Participant HILTON, its participating franchisees and affiliates, and other Participating Entities. HCC will provide all reasonable and necessary technical support, hardware and software, except as otherwise provided herein, and modifications to the HCC System to provide clearinghouse services to Participant HILTON, its participating franchisees and affiliates, as described below. Upon compliance with the terms of this Agreement by ParticipantHILTON, its participating franchisees and affiliates, and subject to Sections 5 and 6 hereof, HCC will provide the following clearinghouse services to ParticipantHILTON, its participating franchisees and affiliates: (i) identify Participant HILTON (and designated affiliates and franchisees of ParticipantHILTON) to Subscribers travel agents as being a an HCC System Participant through the use of UltraSwitch or other central reservation system services (and, at the discretion of HCC, by distribution of other promotional materials), subject to the provisions of Section 5.2Participating Entity; (ii) provide billing statements for Subscriber HCC and Non-HCC Travel Agent Commissions, Transaction Fees * (as defined belowherein), * (as defined herein) and other fees, costs and expenses to Participant on a regular HILTON no later than the fifteenth (normally monthly15th) basis business day after the end of each month as provided in Section 3 below; (iii) debit Participant's designated bank account for such Subscriber Commissionsusing electronic funds transmittal where commercially reasonably, transaction fees within five (5) business days of receipt, distribute collected HCC and other feesNon-HCC Travel Agent Commissions received from HILTON and its participating affiliates and franchisees to the appropriate HCC and Non-HCC Travel Agents as set forth in the travel agent commission information provided by * CONFIDENTIAL TREATMENT REQUESTED BY PEGASUS SYSTEMS, costs and expense, no sooner than forty-eight (48) hours after providing billing statements for such Subscriber Commissions, Transaction Fees and other fees, costs and expenses as provided in Section 3 below;INC. (iv) distribute collected Subscriber Commissions provide no later than the fifteenth (15th) business day of each month, reports to HILTON and HCC and Non-HCC Travel Agents reflecting the appropriate Subscribers travel agent's reservation transactions with HILTON and commissions owed based upon the data provided to HCC Subscriber Agreements with such Subscribersby HILTON and its affiliates and franchisees who are participating in the HCC System; (v) receive, and promptly review and respond to all travel agent commission inquiries received by mail, phone, fax, via e-mail or through the Internet. (vi) provide periodic (normally monthly) reports to Participant and Subscribers reflecting exceptions to Subscriber Commissions based upon the data available toll free telephone customer support services to HCC and Non- HCC Travel Agents from 8:00 a.m. to 5:30 p.m., Dallas, Texas time, Monday through UltraSwitchFriday, exclusive of legal holidays. (vii) provide HILTON with combined monthly reporting along with two separate reports showing HCC and Non-HCC Travel Agent transactions containing the information set forth on Exhibit B hereto; and A description of the currently anticipated and (viii) be responsible, by mutually acceptable procedures to be followed in implemented by HCC, for complying with the laws and regulations relating to the payment process is given on Exhibit "F" attached, although the timing of funds and exact details treatment of such unclaimed property resulting from checks issued to travel agents under this Agreement. The procedures as implemented by HCC in operation of the HCC system may be different due to computer-related and other operational constraints. Such procedures System are subject to change changes for enhancements from time to time as circumstances require or as otherwise reasonably determined by HCC.

Duties of HCC. HCC will provide and operate the HCC System for the use and benefit of Participant Participant, its franchisees and affiliates, and other Participating Entities. HCC will provide all reasonable and necessary technical support, hardware and software, except as otherwise provided herein, and modifications to the HCC System to provide clearinghouse services to Participant and its franchisees and affiliates as described below. Upon compliance with the terms of this Agreement by Participant, its franchisees and affiliates, and subject to Section 5 hereof, HCC will provide the following clearinghouse services to ParticipantParticipant and its franchisees and affiliates: (i) identify Participant (and designated affiliates and franchisees of Participant) to Subscribers travel agents as being a HCC System Participant through the use of UltraSwitch or other central reservation system services (and, at the discretion of HCC, by distribution of other promotional materials), subject to the provisions of Section 5.2Participating Entity; (ii) provide billing statements for Subscriber HCC Travel Agent Commissions, Transaction Fees (as defined below) and other fees, costs and expenses to Participant on a regular no later than the fifteenth (normally monthly15th) basis business day after the end of each month as provided in Section 3 below; (iii) debit distribute collected HCC Travel Agent Commissions received from Participant and its affiliates and franchisees to the appropriate HCC Travel Agents as set forth in the HCC Travel Agent Commission information provided by Participant's designated bank account for such Subscriber Commissions, transaction fees and other fees, costs and expense, no sooner than forty-eight (48) hours after providing billing statements for such Subscriber Commissions, Transaction Fees and other fees, costs and expenses as provided in Section 3 below; (iv) distribute collected Subscriber provide no later than the fifteenth (15th) business day of each month reports to Participant and HCC Travel Agents reflecting HCC Travel Agents' reservation transactions with Participant and HCC Travel Agent Commissions to the appropriate Subscribers owed based upon the data provided to HCC Subscriber Agreements with such Subscribers;by Participant and its affiliates and franchisees who are participating in the HCC System; and (v) provide periodic (normally monthly) reports telephone customer support services from 8:00 a.m. to Participant and Subscribers reflecting exceptions to Subscriber Commissions based upon the data available to HCC 5:00 p.m., U.S. Central time, Monday through UltraSwitch; and A description Friday, exclusive of the currently anticipated legal holidays. The procedures to be followed in the payment process is given on Exhibit "F" attached, although the timing and exact details of such procedures as implemented by HCC in operation of the HCC system may be different due to computer-related and other operational constraints. Such procedures System are subject to change changes for enhancements from time to time as circumstances require or as otherwise determined by HCC, provided that no such changes will have a significant adverse impact on the clearinghouse services described above.