Common use of in rights Clause in Contracts

in rights. 17.1 Step-in Rights (a) The LGU shall have the option to assume operational responsibility for the Facilities (in the capacity of an operator only) in order to continue operation of the Facilities or complete any necessary repairs to assure the continued delivery of the Services (“LGU Step-in Rights”). LGU Step-in Rights shall arise only upon the occurrence and continuance of a Company Event of Default that could reasonably be expected to materially adversely affect the Company’s ability to operate and maintain the Facilities in accordance with this Agreement. (b) The LGU shall notify the Company in writing of the following: (i) its intention to exercise LGU Step-in Rights (ii) the reason for its exercise of LGU Step-in Rights; and (iii) the date it will commence exercise of LGU Step-in Rights. (c) The LGU may only exercise the LGU Step-in Rights under the following conditions: (i) Any applicable cure period specified in Section 15 (Events of Default) and Section 16 (Termination) has expired, unless the LGU is requested by the Lenders to step in earlier on their behalf pursuant to the Financing Agreements. (ii) For so long as the Financing Agreements remain in effect, the LGU must first obtain the consent of the Lenders. (d) During the period of the LGU’s exercise of the LGU Step-in Rights, the LGU shall be the operator of the Facilities. The Company’s obligation to provide part of the Services covered by the exercise of the LGU Step-in Rights shall be suspended, but the LGU shall retain the right to terminate the Agreement due to a Company Event of Default. The exercise of the LGU Step-in Rights shall not be deemed as or result in a transfer of title to the Facilities or a transfer of the Company’s obligations as owner of the Facilities.

in rights. 17.1 18.1 Step-in Rights (a) The LGU Agency shall have the option to assume operational responsibility for the New ICT Services and Facilities (in the capacity of an operator only) in order to continue operation of the New ICT Services and Facilities or complete any necessary repairs to assure the continued delivery of the Services operations (“LGU Agency Step-in Rights”). LGU Agency Step-in Rights shall arise only upon the occurrence and continuance of a Company Event of Default that could reasonably be expected to materially adversely affect the Company’s ability to operate and maintain the New ICT Services and Facilities in accordance with this Agreement. (b) The LGU Agency shall notify the Company in writing of the following: (i) its intention to exercise LGU Agency Step-in Rights (ii) the reason for its exercise of LGU Agency Step-in Rights; and (iii) the date it will commence exercise of LGU Agency Step-in Rights. (c) The LGU Agency may only exercise the LGU Agency Step-in Rights under the following conditions: (i) Any applicable cure period specified in Section 15 16 (Events of Default) and Section 16 21 (Termination) has expired, unless the LGU Agency is requested by the Lenders to step in earlier on their behalf pursuant to the Financing Agreements. (ii) For so long as the Financing Agreements remain in effect, the LGU Agency must first obtain the consent of the Lenders. (d) During the period of the LGUAgency’s exercise of the LGU Agency Step-in Rights, the LGU Agency shall be the operator of the New ICT Services and Facilities. The Company’s obligation to provide part of operate the New ICT Services covered by the exercise of the LGU Step-in Rights and Facilities shall be suspended, but the LGU Agency shall retain the right to terminate the Agreement due to a Company Event of Default. The exercise of the LGU Agency Step-in Rights shall not be deemed as or result in a transfer of title to the New ICT Services and Facilities or a transfer of the Company’s obligations as owner of the New ICT Services and Facilities. 18.2 Implementation of Agency Step-in Rights

in rights. 17.1 Step-in Rights (a) The LGU Agency shall have the option to assume operational responsibility for the Facilities (in the capacity of an operator only) in order to continue operation of the Facilities or complete any necessary repairs to assure the continued delivery of the Services (“LGU Agency Step-in Rights”). LGU Agency Step-in Rights shall arise only upon the occurrence and continuance of of: (i) a Company Event of Default that could reasonably be expected to materially adversely affect the Company’s ability to operate and maintain the Facilities in accordance with this Agreement; (ii) hostilities or serious natural disasters which, in the opinion of the Agency, is or may be likely to give rise to such disruption of the means of transport such that the population in [Metropolitan Manila], or a substantial part thereof, is or may be likely to be deprived of essential goods or services. (b) The LGU Agency shall notify the Company in writing of the following: (i) its intention to exercise LGU Agency Step-in Rights; (ii) the reason for its exercise of LGU Agency Step-in Rights; and (iii) the date it will commence exercise of LGU Agency Step-in Rights. (c) The LGU Agency may only exercise the LGU Agency Step-in Rights under the following conditions: (i) Any in relation to Section 17.1(a)(i), any applicable cure period specified in Section 15 (Events of Default) and Section 16 20 (Termination) has expired, when applicable, unless the LGU Agency is requested by the Lenders to step in earlier on their behalf pursuant to the Financing Agreements.; and (ii) For for so long as the Financing Agreements remain in effect, the LGU Agency must first obtain the consent of the Lenders. (d) During the period of the LGUAgency’s exercise of the LGU Agency Step-in Rights, the LGU Agency shall be the operator of the Facilities. The Company’s obligation to provide part of the Services covered by the exercise of the LGU Agency Step-in Rights shall be suspended, but the LGU Agency shall retain the right to terminate the Agreement due to a Company Event of Default. The exercise of the LGU Agency Step-in Rights shall not be deemed as or result in a transfer of title to the Facilities or a transfer of the Company’s obligations as owner of the Facilities. 17.2 Implementation of Agency Step-in Rights

in rights. 17.1 Step-in Rights (a) The LGU Agency shall have the option to assume operational responsibility for the Facilities (in the capacity of an operator only) in order to continue operation of the Facilities or complete any necessary repairs to assure the continued delivery of the Services (“LGU Agency Step-in Rights”). LGU Agency Step-in Rights shall arise only upon the occurrence and continuance of a Company Event of Default that could reasonably be expected to materially adversely affect the Company’s ability to operate and maintain the Facilities in accordance with this Agreement. (b) The LGU Agency shall notify the Company in writing of the following: (i) its intention to exercise LGU Agency Step-in Rights (ii) the reason for its exercise of LGU Agency Step-in Rights; and (iii) the date it will commence exercise of LGU Agency Step-in Rights. (c) The LGU Agency may only exercise the LGU Agency Step-in Rights under the following conditions: (i) Any applicable cure period specified in Section 15 (Events of Default) and Section 16 20 (Termination) has expired, unless the LGU Agency is requested by the Lenders to step in earlier on their behalf pursuant to the Financing Agreements. (ii) For so long as the Financing Agreements remain in effect, the LGU Agency must first obtain the consent of the Lenders. (d) During the period of the LGUAgency’s exercise of the LGU Agency Step-in Rights, the LGU Agency shall be the operator of the Facilities. The Company’s obligation to provide part of the Services covered by the exercise of the LGU Agency Step-in Rights shall be suspended, but the LGU Agency shall retain the right to terminate the Agreement due to a Company Event of Default. The exercise of the LGU Agency Step-in Rights shall not be deemed as or result in a transfer of title to the Facilities or a transfer of the Company’s obligations as owner of the Facilities. 17.2 Implementation of Agency Step-in Rights