Common use of Reporting and Payment Clause in Contracts

Reporting and Payment. (a) The Company (or its reporting agent) will provide Investor Parent or the relevant Investor Affiliate with a monthly report listing (i) all eLong Inventory room night stays completed in such month booked through Expedia Booking Channels, (ii) eLong’s Revenue from such transactions, and (iii) if such monthly report covers the final month of a calendar quarter, an accounting of any Ancillary Hotel Revenue payable to Investor Parent or Investor Affiliates in such quarter. Investor Parent (or its reporting agent) will provide the Company or the relevant Company Affiliate with a monthly report listing (i) all Expedia Inventory room night stays completed in such month booked through the eLong Booking Channels, (ii) Expedia’s Revenue from such transactions, and (iii) if such monthly report covers the final month of a calendar quarter, an accounting of any Ancillary Hotel Revenue payable to Company or Company Affiliates in such quarter. The parties shall consult and agree on a separate, regular reporting and reconciliation procedure with respect to transactions for which they act as merchant of record for other party’s Hotel Inventory. (b) After review by the receiving party, the monthly reports will be used as the basis for calculation and payments of revenue sharing fees, or confirmation that no such fees are payable. Revenue sharing fees shall be paid no later than thirty (30) days after the end of the month for which the relevant stay was completed. (c) Recipients of revenue sharing fees will not be entitled to such fees resulting from transactions that are subsequently cancelled, refunded, charged back, disputed by the traveler, result from fraudulent or other unlawful activities, or for which payment is not received (collectively, “Void Transactions”). The parties hereto respectively may deduct and offset any revenue sharing fees previously paid to the other party for such Void Transactions from subsequent revenue sharing fees respectively owed to such party. (d) All sums payable pursuant to this Agreement shall be inclusive of any Transaction Taxes imposed in connection with any such payment. The party receiving payments under this Agreement shall be entitled to deduct and withhold from any such payments any amounts with respect to taxes in accordance with applicable law. The parties shall cooperate (including by providing any necessary documentation) to reduce or avoid any such deductions or withholdings to the fullest extent permitted by law. “Transaction Taxes” means sales or turnover tax in any country, including but not limited to sales tax, use tax, excise tax, value-added tax, goods and services tax, consumption tax, business tax and similar taxes and charges.

Reporting and Payment. (a) The Company assets held in the Trust Account shall be invested in permissible investments under the investment provisions of the insurance laws of Delaware and New Hampshire and in accordance with the investment guidelines of Reinsurer attached hereto as EXHIBIT E (the "URC Investment Guidelines"). As long as the Trust Agreement remains in force, no amendments to the URC Investment Guidelines shall be made without the express written consent of Cedent, which consent shall not be unreasonably denied or its reporting agentdelayed. Reinsurer shall calculate the Required Balance and the Market Value as of the last day of each month and report the amount of the Required Balance and the Market Value, together with supporting detail, to Cedent and the Trustee of the Trust Account (the "Trustee") will provide Investor Parent or within fifteen (15) days after the relevant Investor Affiliate with a monthly report listing (i) all eLong Inventory room night stays completed in end of such month booked through Expedia Booking Channels, (ii) eLong’s Revenue from such transactions, and (iii) if such monthly report covers the final month of a calendar quarter, an accounting of any Ancillary Hotel Revenue payable to Investor Parent or Investor Affiliates in such quarter. Investor Parent (or its reporting agent) will provide the Company or the relevant Company Affiliate with a monthly report listing (i) all Expedia Inventory room night stays completed in such month booked through the eLong Booking Channels, (ii) Expedia’s Revenue from such transactions, and (iii) if such monthly report covers the final month of a calendar quarter, an accounting of any Ancillary Hotel Revenue payable to Company or Company Affiliates in such quartermonth. The parties hereto shall consult agree upon mutually satisfactory procedures for the calculation of the Required Balance and agree on a separate, regular reporting and reconciliation procedure with respect to transactions for which they act as merchant of record for other party’s Hotel Inventorythe Market Value. (b) After review No later than five (5) Business Days after Reinsurer's delivery of such report (or within 2 Business Days of agreement or determination of any dispute pursuant to Section 9.3(c)), Reinsurer shall deposit in the Trust Account such additional Qualifying Assets as may be necessary to increase the Market Value of the Trust Account assets to the Required Balance. No later than five (5) Business Days after Cedent's receipt of such report (or within 2 Business Days of agreement or determination of any dispute pursuant to Section 9.3(c)), Cedent shall direct Trustee to pay to Reinsurer any amount by which the aggregate Market Value of the Trust Account assets exceeds the Required Balance. Prior to delivering any assets for deposit in the Trust Account, Reinsurer shall execute assignments or endorsements in blank of all of Reinsurer's right, title and interest in such assets, so that, upon the direction of Cedent, Trustee may negotiate any such assets without consent or signature of Reinsurer or any person or entity. (c) In the event that Cedent disagrees with Reinsurer's calculation of the Required Balance and/or the Market Value other than in respect of incurred but not reported reserves, it shall notify the Reinsurer of such disagreement in writing. If the dispute cannot be agreed between Cedent and Reinsurer within five (5) Business Days of notification, the dispute shall be resolved by the receiving partyNeutral Auditors in accordance with the provisions of Section 1.10 of the Acquisition Agreement. (d) For the duration of this RIC Quota Share Reinsurance Agreement, Reinsurer agrees to deliver to Cedent, in addition to the monthly reports will be used as the basis for calculation and payments of revenue sharing feesreport described in Section 9.3(a), or confirmation that no such fees are payable. Revenue sharing fees shall be paid no later than (i) within thirty (30) days after the end of every calendar quarter, a review prepared by a nationally recognized independent actuarial firm of Reinsurer's loss and expenses reserves supporting Reinsurer's calculation of the month for which Required Balance and the relevant stay was completedMarket Value; and (ii) within sixty (60) days after the end of each calendar year, an opinion issued by a nationally recognized independent actuarial firm, supporting Reinsurer's calculation of the Required Balance and the Market Value. (c) Recipients of revenue sharing fees will not be entitled to such fees resulting from transactions that are subsequently cancelled, refunded, charged back, disputed by the traveler, result from fraudulent or other unlawful activities, or for which payment is not received (collectively, “Void Transactions”). The parties hereto respectively may deduct and offset any revenue sharing fees previously paid to the other party for such Void Transactions from subsequent revenue sharing fees respectively owed to such party. (d) All sums payable pursuant to this Agreement shall be inclusive of any Transaction Taxes imposed in connection with any such payment. The party receiving payments under this Agreement shall be entitled to deduct and withhold from any such payments any amounts with respect to taxes in accordance with applicable law. The parties shall cooperate (including by providing any necessary documentation) to reduce or avoid any such deductions or withholdings to the fullest extent permitted by law. “Transaction Taxes” means sales or turnover tax in any country, including but not limited to sales tax, use tax, excise tax, value-added tax, goods and services tax, consumption tax, business tax and similar taxes and charges.

Reporting and Payment. (a) The Company (or its reporting agent) a. On a quarterly basis, Local Agency will provide Investor Parent or SACOG with both a written report on the relevant Investor Affiliate with progress made on the Scope of Work (Exhibit “A”) and an invoice for reimbursement. Invoices for contractual work completed through June 30 of a monthly fiscal year must be submitted by July 30. Local Agency shall submit written invoices by e-mail in to SACOG. Local Agency’s written progress report listing shall be completed as required by SACOG, and shall be for the periods ending March, June, September and December. Local Agency shall also provide a copy of Local Agency’s annual progress report that is submitted to HCD annually in April. b. Payments to Local Agency hereunder will be made in arrears. Local Agency will submit a detailed and properly documented invoice on its letterhead for reimbursement which invoice will include the following: (i) all eLong Inventory room night stays completed in such month booked through Expedia Booking Channelsa description of the work performed, (ii) eLong’s Revenue from such transactionsa detailed accounting of costs incurred, and (iii) if such monthly report covers evidence that Local Agency has already incurred costs for the final month Project. Attached as Exhibit is SACOG’s matrix of a calendar quarterrequired supporting documentation for Local Agency invoices. Invoices for expenditures incurred prior to January 1, an accounting of any Ancillary Hotel Revenue payable to Investor Parent or Investor Affiliates in such quarter. Investor Parent (or its reporting agent) 2021 will provide the Company or the relevant Company Affiliate with a monthly report listing (i) all Expedia Inventory room night stays completed in such month booked through the eLong Booking Channels, (ii) Expedia’s Revenue from such transactions, and (iii) if such monthly report covers the final month of a calendar quarter, an accounting of any Ancillary Hotel Revenue payable to Company or Company Affiliates in such quarter. The parties shall consult and agree on a separate, regular reporting and reconciliation procedure with respect to transactions for which they act as merchant of record for other party’s Hotel Inventorynot be reimbursed. (b) After review by the receiving party, the monthly reports will be used as the basis for calculation and payments of revenue sharing fees, or confirmation that no such fees are payable. Revenue sharing fees c. The Local Agency shall be paid no later than thirty (30) days after the end of the month for which the relevant stay was completed. (c) Recipients of revenue sharing fees will not be entitled to such fees resulting reimbursement of indirect costs unless a copy of an applicable, approved indirect cost plan has been received by SACOG prior to submittal of the first invoice from transactions that are subsequently cancelled, refunded, charged back, disputed by the traveler, result from fraudulent or other unlawful activities, or for which payment is not received (collectively, “Void Transactions”)Local Agency. The parties hereto respectively may deduct and offset any revenue sharing fees previously paid to the other party for such Void Transactions from subsequent revenue sharing fees respectively owed to such party. (d) All sums payable pursuant to this Agreement Indirect cost rates shall be inclusive of any Transaction Taxes imposed in connection with any such payment. The party receiving payments under this Agreement shall be entitled to deduct and withhold from any such payments any amounts with respect to taxes submitted annually in accordance with applicable lawSACOG requirements. d. Local Agency will be notified within ten (10) business days following receipt of its invoice by SACOG of any circumstances or data identified by SACOG in Local Agency’s invoice that would cause withholding of approval and subsequent payment. The parties shall cooperate (including by providing Local Agency’s invoice will include documentation of reimbursable expenses and billed items sufficient for SACOG, in its opinion, to substantiate xxxxxxxx. SACOG reserves the right to withhold payment of disputed amounts. Local Agency’s failure to comply with any necessary documentation) of the reporting requirements in this Agreement may impact Local Agency’s ability to reduce or avoid any such deductions or withholdings to the fullest extent permitted by law. “Transaction Taxes” means sales or turnover tax in any country, including but not limited to sales tax, use tax, excise tax, value-added tax, goods and services tax, consumption tax, business tax and similar taxes and chargesreceive future REAP funds.

Reporting and Payment. (a) The Company assets held in the Trust Account shall be invested in permissible investments under the investment provisions of the insurance laws of Delaware and New Hampshire and in accordance with the investment guidelines of Reinsurer attached hereto as EXHIBIT E (the "URC Investment Guidelines"). As long as the Trust Agreement remains in force, no amendments to the URC Investment Guidelines shall be made without the express written consent of Cedent, which consent shall not be unreasonably denied or its reporting agentdelayed. Reinsurer shall calculate the Required Balance and the Market Value as of the last day of each month and report the amount of the Required Balance and the Market Value, together with supporting detail, to Cedent and the Trustee of the Trust Account (the "Trustee") will provide Investor Parent or within fifteen (15) days after the relevant Investor Affiliate with a monthly report listing (i) all eLong Inventory room night stays completed in end of such month booked through Expedia Booking Channels, (ii) eLong’s Revenue from such transactions, and (iii) if such monthly report covers the final month of a calendar quarter, an accounting of any Ancillary Hotel Revenue payable to Investor Parent or Investor Affiliates in such quarter. Investor Parent (or its reporting agent) will provide the Company or the relevant Company Affiliate with a monthly report listing (i) all Expedia Inventory room night stays completed in such month booked through the eLong Booking Channels, (ii) Expedia’s Revenue from such transactions, and (iii) if such monthly report covers the final month of a calendar quarter, an accounting of any Ancillary Hotel Revenue payable to Company or Company Affiliates in such quartermonth. The parties hereto shall consult agree upon mutually satisfactory procedures for the calculation of the Required Balance and agree on a separate, regular reporting and reconciliation procedure with respect to transactions for which they act as merchant of record for other party’s Hotel Inventorythe Market Value. (b) After review No later than five (5) Business Days after Reinsurer's delivery of such report (or within 2 Business Days of agreement or determination of any dispute pursuant to Section 9.3(c)), Reinsurer shall deposit in the Trust Account such additional Qualifying Assets as may be necessary to increase the Market Value of the Trust Account assets to the Required Balance. No later than five (5) Business Days after Cedent's receipt of such report (or within 2 Business Days of agreement or determination of any dispute pursuant to Section 9.3(c)), Cedent shall direct Trustee to pay to Reinsurer any amount by which the aggregate Market Value of the Trust Account assets exceeds the Required Balance. Prior to delivering any assets for deposit in the Trust Account, Reinsurer shall execute assignments or endorsements in blank of all of Reinsurer's right, title and interest in such assets, so that, upon the direction of Cedent, Trustee may negotiate any such assets without consent or signature of Reinsurer or any person or entity. (c) In the event that Cedent disagrees with Reinsurer's calculation of the Required Balance and/or the Market Value other than in respect of incurred but not reported reserves, it shall notify the Reinsurer of such disagreement in writing. If the dispute cannot be agreed between Cedent and Reinsurer within five (5) Business Days of notification, the dispute shall be resolved by the receiving partyNeutral Auditors in accordance with the provisions of Section 1.10 of the Acquisition Agreement. (d) For the duration of this Landmark Quota Share Reinsurance Agreement, Reinsurer agrees to deliver to Cedent, in addition to the monthly reports will be used as the basis for calculation and payments of revenue sharing feesreport described in Section 9.3(a), or confirmation that no such fees are payable. Revenue sharing fees shall be paid no later than (i) within thirty (30) days after the end of every calendar quarter, a review prepared by a nationally recognized independent actuarial firm of Reinsurer's loss and expenses reserves supporting Reinsurer's calculations of the month for which Required Balance and the relevant stay was completedMarket Value; and (ii) within sixty (60) days after the end of each calendar year, an opinion issued by a nationally recognized independent actuarial firm, supporting Reinsurer's calculation of the Required Balance and the Market Value. (c) Recipients of revenue sharing fees will not be entitled to such fees resulting from transactions that are subsequently cancelled, refunded, charged back, disputed by the traveler, result from fraudulent or other unlawful activities, or for which payment is not received (collectively, “Void Transactions”). The parties hereto respectively may deduct and offset any revenue sharing fees previously paid to the other party for such Void Transactions from subsequent revenue sharing fees respectively owed to such party. (d) All sums payable pursuant to this Agreement shall be inclusive of any Transaction Taxes imposed in connection with any such payment. The party receiving payments under this Agreement shall be entitled to deduct and withhold from any such payments any amounts with respect to taxes in accordance with applicable law. The parties shall cooperate (including by providing any necessary documentation) to reduce or avoid any such deductions or withholdings to the fullest extent permitted by law. “Transaction Taxes” means sales or turnover tax in any country, including but not limited to sales tax, use tax, excise tax, value-added tax, goods and services tax, consumption tax, business tax and similar taxes and charges.

Reporting and Payment. (a) The Company assets held in the Trust Account shall be invested in permissible investments under the investment provisions of the insurance laws of Delaware and New Hampshire and in accordance with the investment guidelines of Reinsurer attached hereto as EXHIBIT E (the "URC Investment Guidelines"). As long as the Trust Agreement remains in force, no amendments to the URC Investment Guidelines shall be made without the express written consent of Cedent, which consent shall not be unreasonably denied or its reporting agentdelayed. Reinsurer shall calculate the Required Balance and the Market Value as of the last day of each month and report the amount of the Required Balance and the Market Value, together with supporting detail, to Cedent and the Trustee of the Trust Account (the "Trustee") will provide Investor Parent or within fifteen (15) days after the relevant Investor Affiliate with a monthly report listing (i) all eLong Inventory room night stays completed in end of such month booked through Expedia Booking Channels, (ii) eLong’s Revenue from such transactions, and (iii) if such monthly report covers the final month of a calendar quarter, an accounting of any Ancillary Hotel Revenue payable to Investor Parent or Investor Affiliates in such quarter. Investor Parent (or its reporting agent) will provide the Company or the relevant Company Affiliate with a monthly report listing (i) all Expedia Inventory room night stays completed in such month booked through the eLong Booking Channels, (ii) Expedia’s Revenue from such transactions, and (iii) if such monthly report covers the final month of a calendar quarter, an accounting of any Ancillary Hotel Revenue payable to Company or Company Affiliates in such quartermonth. The parties hereto shall consult agree upon mutually satisfactory procedures for the calculation of the Required Balance and agree on a separate, regular reporting and reconciliation procedure with respect to transactions for which they act as merchant of record for other party’s Hotel Inventorythe Market Value. (b) After review No later than five (5) Business Days after Reinsurer's delivery of such report (or within 2 Business Days of agreement or determination of any dispute pursuant to Section 9.3(c)), Reinsurer shall deposit in the Trust Account such additional Qualifying Assets as may be necessary to increase the Market Value of the Trust Account assets to the Required Balance. No later than five (5) Business Days after Cedent's receipt of such report (or within 2 Business Days of agreement or determination of any dispute pursuant to Section 9.3(c)), Cedent shall direct Trustee to pay to Reinsurer any amount by which the aggregate Market Value of the Trust Account assets exceeds the Required Balance. Prior to delivering any assets for deposit in the Trust Account, Reinsurer shall execute assignments or endorsements in blank of all of Reinsurer's right, title and interest in such assets, so that, upon the direction of Cedent, Trustee may negotiate any such assets without consent or signature of Reinsurer or any person or entity. (c) In the event that Cedent disagrees with Reinsurer's calculation of the Required Balance and/or the Market Value other than in respect of incurred but not reported reserves, it shall notify the Reinsurer of such disagreement in writing. If the dispute cannot be agreed between Cedent and Reinsurer within five (5) Business Days of notification, the dispute shall be resolved by the receiving partyNeutral Auditors in accordance with the provisions of Section 1.10 of the Acquisition Agreement. (d) For the duration of this RSLIC Quota Share Reinsurance Agreement, Reinsurer agrees to deliver to Cedent, in addition to the monthly reports will be used as the basis for calculation and payments of revenue sharing feesreport described in Section 9.3(a), or confirmation that no such fees are payable. Revenue sharing fees shall be paid no later than (i) within thirty (30) days after the end of every calendar quarter, a review prepared by a nationally recognized independent actuarial firm of Reinsurer's loss and expenses reserves supporting Reinsurer's calculations of the month for which Required Balance and the relevant stay was completedMarket Value; and (ii) within sixty (60) days after the end of each calendar year, an opinion issued by a nationally recognized independent actuarial firm, supporting Reinsurer's calculation of the Required Balance and the Market Value. (c) Recipients of revenue sharing fees will not be entitled to such fees resulting from transactions that are subsequently cancelled, refunded, charged back, disputed by the traveler, result from fraudulent or other unlawful activities, or for which payment is not received (collectively, “Void Transactions”). The parties hereto respectively may deduct and offset any revenue sharing fees previously paid to the other party for such Void Transactions from subsequent revenue sharing fees respectively owed to such party. (d) All sums payable pursuant to this Agreement shall be inclusive of any Transaction Taxes imposed in connection with any such payment. The party receiving payments under this Agreement shall be entitled to deduct and withhold from any such payments any amounts with respect to taxes in accordance with applicable law. The parties shall cooperate (including by providing any necessary documentation) to reduce or avoid any such deductions or withholdings to the fullest extent permitted by law. “Transaction Taxes” means sales or turnover tax in any country, including but not limited to sales tax, use tax, excise tax, value-added tax, goods and services tax, consumption tax, business tax and similar taxes and charges.