Common use of Performance of Obligation Clause in Contracts

Performance of Obligation. The parties shall perform and complete the objectives and purposes for which this Agreement is entered into within the time frame as stipulated in Annex “___” of this Agreement; Force Majeure is defined as any circumstance beyond the control of the parties, which directly prevent the parties from performing their obligations such as, but not limited to extraordinary weather conditions, fires, earthquakes or other natural calamities, valid work stoppage or suspension, orders of competent authority, civil disorder, war, and other hostilities; Should there arise any circumstance provided in 5.2 above which affects the performance of its obligations, the party concerned shall notify the other in writing setting forth such facts and circumstances within five (5) days of its occurrence. Should there be need to extend the period of compliance with its obligations, both parties shall agree on a reasonable period within which to comply with the undertaking. Upon the occurrence of any circumstance of force majeure, the parties shall endeavor to continue in the performance of its obligations so far as may be reasonably practicable. In such cases, the complying party shall give the other party a written notice of the steps it proposes to take, including any reasonable alternative means for the performance of its obligations. INDEPENDENCE OF THE PARTIES The parties are independent entities with respect to each other. Nothing in this Agreement shall be construed as creating an employer-employee relationship between the parties and their respective sub-contractors, employees, agents, or workers; Nothing in this Agreement shall be construed to place the parties in the relationship of partners, joint venture, fiduciaries or agents. The parties are not granted any right nor any authority to assume or to create an obligation or to bind the other party. A party shall not issue any public statements about or on behalf of the other party without the prior written consent of the party in whose behalf such statements are made. PRE-TERMINATION & TERMINATION — Within thirty (30) days after termination or pre-termination, cancellation, or rescission of this Agreement, the parties shall settle their respective obligations including the refund of any and all advances made or submission of deliverables, if any, or any correction or addition thereto. INDEMNIFICATION — The parties shall indemnify, hold free and harmless, and defend at its own expense the other party and its officials, agents, employees, or workers, from and against all suits, claims, demands, and liabilities of any nature or kind, including costs and expenses associated therewith, arising out of acts or omissions of a party, its employees, workers, or sub-contractors in the performance of any activity in connection with the implementation of this Agreement, including those that may be initiated by its employees, workers, agents, subcontractors, or by any other entity or person against a party by reason of or in connection with the implementation of this Agreement. PROCEDURE FOR SETTLEMENT Should there be a misunderstanding or breach in the terms and conditions of this MOA or in its implementation, the parties shall endeavour to first communicate and meet together and exert their best efforts to mutually discuss and resolve their concerns in good faith upon such terms as may be mutually agreed upon by the parties; Should the parties fail to reach an amicable settlement of their dispute, the same shall be submitted to arbitration, in accordance with Republic Act No. 9285 or the ADR Law of 2004. Should the dispute between the Parties reach the courts of law, the parties agree that the competent courts of the City of Manila shall have exclusive jurisdiction over the same.” COMMUNICATION AND NOTICES Form of Notice. - All notices, requests, claims, demands and other communications between the parties shall be in writing.

Performance of Obligation. The parties shall perform and complete the objectives and purposes for which this Agreement is entered into within the time frame as stipulated in Annex “___” of this Agreement; Force Majeure is defined as any circumstance beyond the control of the parties, which directly prevent the parties from performing their obligations such as, but not limited to extraordinary weather conditions, fires, earthquakes or other natural calamities, valid work stoppage or suspension, orders of competent authority, civil disorder, war, and other hostilities; Should there arise any circumstance provided in 5.2 above which affects the performance of its obligations, the party concerned shall notify the other in writing setting forth such facts and circumstances within five (5) days of its occurrence. Should there be need to extend the period of compliance with its obligations, both parties shall agree on a reasonable period within which to comply with the undertaking. Upon the occurrence of any circumstance of force majeure, the parties shall endeavor to continue in the performance of its obligations so far as may be reasonably practicable. In such cases, the complying party shall give the other party a written notice of the steps it proposes to take, including any reasonable alternative means for the performance of its obligations. ASSIGNMENT AND SUB-CONTRACTING The parties cannot assign, transfer, pledge, sub-contract this Agreement or any part or interest herein without mutual the prior written approval. Any such approval shall not relieve the party allowed to assign, transfer, pledge, sub-contract this Agreement or any part or interest herein from any liability or obligation under law or this Agreement unless specifically agreed in writing, nor shall it create any contractual relation between the sub-contractor, pledgee, transferee, or assignee, and the other party; INDEPENDENCE OF THE PARTIES The parties are independent entities with respect to each other. Nothing in this Agreement shall be construed as creating an employer-employee relationship between the parties and their respective sub-contractors, employees, agents, or workers; Nothing in this Agreement shall be construed to place the parties in the relationship of partners, joint venture, fiduciaries or agents. The parties are not granted any right nor any authority to assume or to create an obligation or to bind the other party. A party shall not issue any public statements about or on behalf of the other party without the prior written consent of the party in whose behalf such statements are made. PRE-TERMINATION & TERMINATION — Within thirty (30) days after termination or pre-termination, cancellation, or rescission of this Agreement, the parties shall settle their respective obligations including the refund of any and all advances made or submission of deliverables, if any, or any correction or addition thereto. INDEMNIFICATION — The parties shall indemnify, hold free and harmless, and defend at its own expense the other party and its officials, agents, employees, or workers, from and against all suits, claims, demands, and liabilities of any nature or kind, including costs and expenses associated therewith, arising out of acts or omissions of a party, its employees, workers, or sub-contractors in the performance of any activity in connection with the implementation of this Agreement, including those that may be initiated by its employees, workers, agents, subcontractors, or by any other entity or person against a party by reason of or in connection with the implementation of this Agreement. PROCEDURE FOR SETTLEMENT Should there be a misunderstanding or breach in the terms and conditions of this MOA or in its implementation, the parties shall endeavour to first communicate and meet together and exert their best efforts to mutually discuss and resolve their concerns in good faith upon such terms as may be mutually agreed upon by the parties; Should the parties fail to reach an amicable settlement of their dispute, the same shall be submitted to arbitration, in accordance with Republic Act No. 9285 or the ADR Law of 2004. Should the dispute between the Parties reach the courts of law, the parties agree that the competent courts of the City of Manila shall have exclusive jurisdiction over the same.” COMMUNICATION AND NOTICES Form of Notice. - All notices, requests, claims, demands and other communications between the parties shall be in writing.

Performance of Obligation. (a) The parties Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations in any Transaction Document or under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Majority Holders to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. (c) The Issuer will punctually perform and complete observe all of its obligations and agreements contained in this Indenture, the objectives Transaction Documents and purposes for which this Agreement is entered into within in the time frame as stipulated instruments and agreements included in Annex “___” of this Agreement; Force Majeure is defined as any circumstance beyond the control of the partiesTrust Estate, which directly prevent the parties from performing their obligations such asincluding, but not limited to, preparing (or causing to extraordinary weather conditionsbe prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, firesthe Issuer shall not waive, earthquakes amend, modify, supplement or other natural calamitiesterminate any Transaction Document or any provision thereof without the consent of the Majority Holders. (d) If an Event of Default, valid work stoppage Servicer Event of Default or suspension, orders a Termination Event shall arise from the failure of competent authority, civil disorder, war, and other hostilities; Should there arise the Servicer to perform any circumstance provided in 5.2 above which affects the performance of its obligations, duties or obligations under the party concerned shall notify the other in writing setting forth such facts Sale and circumstances within five (5) days of its occurrence. Should there be need to extend the period of compliance with its obligations, both parties shall agree on a reasonable period within which to comply with the undertaking. Upon the occurrence of any circumstance of force majeure, the parties shall endeavor to continue in the performance of its obligations so far as may be reasonably practicable. In such cases, the complying party shall give the other party a written notice of the steps it proposes to take, including any reasonable alternative means for the performance of its obligations. INDEPENDENCE OF THE PARTIES The parties are independent entities Servicing Agreement with respect to each other. Nothing in this Agreement the Receivables, the Issuer shall be construed as creating an employer-employee relationship between take all reasonable steps available to it to remedy such failure. (e) The Issuer agrees that it will not waive timely performance or observance by the parties and Servicer, the Contributor or the Depositor of their respective sub-contractorsduties under the Transaction Documents, employees, agents, or workers; Nothing in this Agreement shall be construed to place the parties in the relationship of partners, joint venture, fiduciaries or agents. The parties are not granted any right nor any authority to assume or to create an obligation or to bind the other party. A party shall not issue any public statements about or on behalf of the other party without the prior written consent of the party in whose behalf such statements are made. PRE-TERMINATION & TERMINATION — Within thirty Majority Holders and each Noteholder that may be adversely affected thereby. (30f) days If the adoption after termination or pre-termination, cancellation, or rescission of this Agreement, the parties shall settle their respective obligations including the refund date hereof of any and all advances made applicable law, rule or submission of deliverablesregulation (including any applicable law, if anyrule or regulation regarding capital adequacy), any accounting principles, or any correction or addition thereto. INDEMNIFICATION — The parties shall indemnify, hold free and harmless, and defend at its own expense change in any of the other party and its officials, agents, employeesforegoing, or workers, from and against all suits, claims, demands, and liabilities of any nature or kind, including costs and expenses associated therewith, arising out of acts or omissions of a party, its employees, workers, or sub-contractors change in the performance of interpretation or administration thereof by any activity in connection governmental authority charged with the implementation of this Agreement, including those that may be initiated by its employees, workers, agents, subcontractorsinterpretation or administration thereof, or by the Financial Accounting Standards Board (“FASB”), or compliance by any other entity Noteholder with any request or person against a party by reason directive (whether or not having the force of law) after the date hereof of any such governmental authority or FASB (a) subjects such Noteholder to any charge or withholding on or in connection with this Note, the implementation Note Purchase Agreement, the Liquidity Agreement, the Indenture, or any other Transaction Document (collectively, the “Funding Documents”) or any amounts outstanding hereunder or thereunder, (b) changes the basis of this Agreement. PROCEDURE FOR SETTLEMENT Should there be a misunderstanding or breach taxation of payments to such Noteholder of any amounts payable under any of the Funding Documents (except for changes in the terms rate of tax on the overall net income of the Noteholder), (c) imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended by, such Noteholder, (d) has the effect of reducing the rate of return on such Noteholder’s capital to a level below that which such Noteholder could have achieved but for such adoption, change or compliance (taking into consideration the Noteholder’s policies concerning capital adequacy) or (e) imposes any other condition, and conditions the result of this MOA any of the foregoing is (i) to impose a cost on, or in increase the cost to, such Noteholder of its implementationcommitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, or (ii) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, such Noteholder under any Funding Document (collectively, the parties shall endeavour “Increased Costs”), then, upon demand by such Noteholder with written notice to first communicate the Indenture Trustee of the amount claimed hereunder, the Issuer promises to pay to such Noteholder such additional amounts as will compensate such Noteholder for such increased cost or reduction. Without limiting the foregoing, the Issuer acknowledges and meet together agrees that the fees and exert their best efforts to mutually discuss and resolve their concerns in good faith upon such terms as may be mutually agreed upon other amounts payable by the parties; Should Issuer to the parties fail Noteholders have been negotiated on the basis that the unused portion of the Noteholders’ commitments under the Note Purchase Agreement and Liquidity Agreement are treated as “short term commitments” for which there is no regulatory capital requirement. If any Noteholder determines it is required to reach an amicable settlement of their disputemaintain capital against its unused commitment, the same such Noteholder shall be submitted entitled to arbitrationcompensation hereunder. Further, in accordance with Republic Act for the avoidance of doubt, if the issuance of FASB Interpretation No. 9285 46, or any other change in accounting standards or the ADR Law issuance of 2004. Should any other pronouncement, release or interpretation, causes or requires the dispute between the Parties reach the courts consolidation of law, the parties agree that the competent courts all or a portion of the City assets and liabilities of Manila the Issuer or the Initial Purchasers with the assets and liabilities of JPMorgan or any Financial Institution, such event shall have exclusive jurisdiction over the sameconstitute a circumstance on which such JPMorgan or such Financial Institution may base a claim for reimbursement under this Section.” COMMUNICATION AND NOTICES Form of Notice. - All notices, requests, claims, demands and other communications between the parties shall be in writing.

Performance of Obligation. (a) The parties Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations in any Transaction Document or under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Majority Holders to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. (c) The Issuer will punctually perform and complete observe all of its obligations and agreements contained in this Indenture, the objectives Transaction Documents and purposes for which this Agreement is entered into within in the time frame as stipulated instruments and agreements included in Annex “___” of this Agreement; Force Majeure is defined as any circumstance beyond the control of the partiesTrust Estate, which directly prevent the parties from performing their obligations such asincluding, but not limited to, preparing (or causing to extraordinary weather conditionsbe prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, firesthe Issuer shall not waive, earthquakes amend, modify, supplement or other natural calamitiesterminate any Transaction Document or any provision thereof without the consent of the Majority Holders. (d) If an Event of Default, valid work stoppage Servicer Event of Default or suspension, orders a Termination Event shall arise from the failure of competent authority, civil disorder, war, and other hostilities; Should there arise the Servicer to perform any circumstance provided in 5.2 above which affects the performance of its obligations, duties or obligations under the party concerned shall notify the other in writing setting forth such facts Sale and circumstances within five (5) days of its occurrence. Should there be need to extend the period of compliance with its obligations, both parties shall agree on a reasonable period within which to comply with the undertaking. Upon the occurrence of any circumstance of force majeure, the parties shall endeavor to continue in the performance of its obligations so far as may be reasonably practicable. In such cases, the complying party shall give the other party a written notice of the steps it proposes to take, including any reasonable alternative means for the performance of its obligations. INDEPENDENCE OF THE PARTIES The parties are independent entities Servicing Agreement with respect to each other. Nothing in this Agreement the Receivables, the Issuer shall be construed as creating an employer-employee relationship between take all reasonable steps available to it to remedy such failure. (e) The Issuer agrees that it will not waive timely performance or observance by the parties and Servicer, the Contributor or the Depositor of their respective sub-contractorsduties under the Transaction Documents, employees, agents, or workers; Nothing in this Agreement shall be construed to place the parties in the relationship of partners, joint venture, fiduciaries or agents. The parties are not granted any right nor any authority to assume or to create an obligation or to bind the other party. A party shall not issue any public statements about or on behalf of the other party without the prior written consent of the party in whose behalf such statements are made. PRE-TERMINATION & TERMINATION — Within thirty Majority Holders and each Noteholder that may be adversely affected thereby. (30f) days If the adoption after termination or pre-termination, cancellation, or rescission of this Agreement, the parties shall settle their respective obligations including the refund date hereof of any and all advances made applicable law, rule or submission of deliverablesregulation (including any applicable law, if anyrule or regulation regarding capital adequacy), any accounting principles, or any correction or addition thereto. INDEMNIFICATION — The parties shall indemnify, hold free and harmless, and defend at its own expense change in any of the other party and its officials, agents, employeesforegoing, or workers, from and against all suits, claims, demands, and liabilities of any nature or kind, including costs and expenses associated therewith, arising out of acts or omissions of a party, its employees, workers, or sub-contractors change in the performance of interpretation or administration thereof by any activity in connection governmental authority charged with the implementation of this Agreement, including those that may be initiated by its employees, workers, agents, subcontractorsinterpretation or administration thereof, or by the Financial Accounting Standards Board ("FASB"), or compliance by any other entity Noteholder with any request or person against a party by reason directive (whether or not having the force of law) after the date hereof of any such governmental authority or FASB (a) subjects such Noteholder to any charge or withholding on or in connection with this Note, the implementation Note Purchase Agreement, the Liquidity Agreement, the Indenture, or any other Transaction Document (collectively, the "Funding Documents") or any amounts outstanding hereunder or thereunder, (b) changes the basis of this Agreement. PROCEDURE FOR SETTLEMENT Should there be a misunderstanding or breach taxation of payments to such Noteholder of any amounts payable under any of the Funding Documents (except for changes in the terms rate of tax on the overall net income of the Noteholder), (c) imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended by, such Noteholder, (d) has the effect of reducing the rate of return on such Noteholder's capital to a level below that which such Noteholder could have achieved but for such adoption, change or compliance (taking into consideration the Noteholder's policies concerning capital adequacy) or (e) imposes any other condition, and conditions the result of this MOA any of the foregoing is (i) to impose a cost on, or in increase the cost to, such Noteholder of its implementationcommitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, or (ii) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, such Noteholder under any Funding Document (collectively, the parties shall endeavour "Increased Costs"), then, upon demand by such Noteholder with written notice to first communicate the Indenture Trustee of the amount claimed hereunder, the Issuer promises to pay to such Noteholder such additional amounts as will compensate such Noteholder for such increased cost or reduction. Without limiting the foregoing, the Issuer acknowledges and meet together agrees that the fees and exert their best efforts to mutually discuss and resolve their concerns in good faith upon such terms as may be mutually agreed upon other amounts payable by the parties; Should Issuer to the parties fail Noteholders have been negotiated on the basis that the unused portion of the Noteholders' commitments under the Note Purchase Agreement and Liquidity Agreement are treated as "short term commitments" for which there is no regulatory capital requirement. If any Noteholder determines it is required to reach an amicable settlement of their disputemaintain capital against its unused commitment, the same such Noteholder shall be submitted entitled to arbitrationcompensation hereunder. Further, in accordance with Republic Act for the avoidance of doubt, if the issuance of FASB Interpretation No. 9285 46, or any other change in accounting standards or the ADR Law issuance of 2004. Should any other pronouncement, release or interpretation, causes or requires the dispute between the Parties reach the courts consolidation of law, the parties agree that the competent courts all or a portion of the City assets and liabilities of Manila the Issuer or the Initial Purchasers with the assets and liabilities of JPMorgan Chase Bank, N.A. or any Financial Institution, such event shall have exclusive jurisdiction over the sameconstitute a circumstance on which such JPMorgan Chase Bank, N.A. or such Financial Institution may base a claim for reimbursement under this Section.” COMMUNICATION AND NOTICES Form of Notice. - All notices, requests, claims, demands and other communications between the parties shall be in writing.

Performance of Obligation. (a) The parties Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations in any Transaction Document or under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Majority Holders to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. (c) The Issuer will punctually perform and complete observe all of its obligations and agreements contained in this Indenture, the objectives Transaction Documents and purposes for which this Agreement is entered into within in the time frame as stipulated instruments and agreements included in Annex “___” of this Agreement; Force Majeure is defined as any circumstance beyond the control of the partiesTrust Estate, which directly prevent the parties from performing their obligations such asincluding, but not limited to, preparing (or causing to extraordinary weather conditionsbe prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, firesthe Issuer shall not waive, earthquakes amend, modify, supplement or other natural calamitiesterminate any Transaction Document or any provision thereof without the consent of the Majority Holders. (d) If an Event of Default, valid work stoppage Servicer Event of Default or suspension, orders a Termination Event shall arise from the failure of competent authority, civil disorder, war, and other hostilities; Should there arise the Servicer to perform any circumstance provided in 5.2 above which affects the performance of its obligations, duties or obligations under the party concerned shall notify the other in writing setting forth such facts Sale and circumstances within five (5) days of its occurrence. Should there be need to extend the period of compliance with its obligations, both parties shall agree on a reasonable period within which to comply with the undertaking. Upon the occurrence of any circumstance of force majeure, the parties shall endeavor to continue in the performance of its obligations so far as may be reasonably practicable. In such cases, the complying party shall give the other party a written notice of the steps it proposes to take, including any reasonable alternative means for the performance of its obligations. INDEPENDENCE OF THE PARTIES The parties are independent entities Servicing Agreement with respect to each other. Nothing in this Agreement the Receivables, the Issuer shall be construed as creating an employer-employee relationship between take all reasonable steps available to it to remedy such failure. (e) The Issuer agrees that it will not waive timely performance or observance by the parties and Servicer, the Contributor or the Depositor of their respective sub-contractorsduties under the Transaction Documents, employees, agents, or workers; Nothing in this Agreement shall be construed to place the parties in the relationship of partners, joint venture, fiduciaries or agents. The parties are not granted any right nor any authority to assume or to create an obligation or to bind the other party. A party shall not issue any public statements about or on behalf of the other party without the prior written consent of the party in whose behalf such statements are made. PRE-TERMINATION & TERMINATION — Within thirty Majority Holders and each Noteholder that may be adversely affected thereby. (30f) days If the adoption after termination or pre-termination, cancellation, or rescission of this Agreement, the parties shall settle their respective obligations including the refund date hereof of any and all advances made applicable law, rule or submission of deliverablesregulation (including any applicable law, if anyrule or regulation regarding capital adequacy), any accounting principles, or any correction or addition thereto. INDEMNIFICATION — The parties shall indemnify, hold free and harmless, and defend at its own expense change in any of the other party and its officials, agents, employeesforegoing, or workers, from and against all suits, claims, demands, and liabilities of any nature or kind, including costs and expenses associated therewith, arising out of acts or omissions of a party, its employees, workers, or sub-contractors change in the performance of interpretation or administration thereof by any activity in connection governmental authority charged with the implementation of this Agreement, including those that may be initiated by its employees, workers, agents, subcontractorsinterpretation or administration thereof, or by the Financial Accounting Standards Board (“FASB”), or compliance by any other entity Noteholder with any request or person against a party by reason directive (whether or not having the force of law) after the date hereof of any such governmental authority or FASB (a) subjects such Noteholder to any charge or withholding on or in connection with this Note, the implementation Note Purchase Agreement, the Liquidity Agreement, the Indenture, or any other Transaction Document (collectively, the “Funding Documents”) or any amounts outstanding hereunder or thereunder, (b) changes the basis of this Agreement. PROCEDURE FOR SETTLEMENT Should there be a misunderstanding or breach taxation of payments to such Noteholder of any amounts payable under any of the Funding Documents (except for changes in the terms rate of tax on the overall net income of the Noteholder), (c) imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended by, such Noteholder, (d) has the effect of reducing the rate of return on such Noteholder’s capital to a level below that which such Noteholder could have achieved but for such adoption, change or compliance (taking into consideration the Noteholder’s policies concerning capital adequacy) or (e) imposes any other condition, and conditions the result of this MOA any of the foregoing is (i) to impose a cost on, or in increase the cost to, such Noteholder of its implementationcommitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, or (ii) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, such Noteholder under any Funding Document (collectively, the parties shall endeavour “Increased Costs”), then, upon demand by such Noteholder with written notice to first communicate the Indenture Trustee of the amount claimed hereunder, the Issuer promises to pay to such Noteholder such additional amounts as will compensate such Noteholder for such increased cost or reduction. Without limiting the foregoing, the Issuer acknowledges and meet together agrees that the fees and exert their best efforts to mutually discuss and resolve their concerns in good faith upon such terms as may be mutually agreed upon other amounts payable by the parties; Should Issuer to the parties fail Noteholders have been negotiated on the basis that the unused portion of the Noteholders’ commitments under the Note Purchase Agreement and Liquidity Agreement are treated as “short term commitments” for which there is no regulatory capital requirement. If any Noteholder determines it is required to reach an amicable settlement of their disputemaintain capital against its unused commitment, the same such Noteholder shall be submitted entitled to arbitrationcompensation hereunder. Further, in accordance with Republic Act for the avoidance of doubt, if the issuance of FASB Interpretation No. 9285 46, or any other change in accounting standards or the ADR Law issuance of 2004. Should any other pronouncement, release or interpretation, causes or requires the dispute between the Parties reach the courts consolidation of law, the parties agree that the competent courts all or a portion of the City assets and liabilities of Manila the Issuer or the Initial Purchasers with the assets and liabilities of JPMorgan Chase Bank, N.A. or any Financial Institution, such event shall have exclusive jurisdiction over the sameconstitute a circumstance on which such JPMorgan Chase Bank, N.A. or such Financial Institution may base a claim for reimbursement under this Section.” COMMUNICATION AND NOTICES Form of Notice. - All notices, requests, claims, demands and other communications between the parties shall be in writing.