Consents Required for Financing

The Following Consents must be obtained within [Days from []:

Department of Justice

[Opinion as to the validity, enforceability and binding effect of the Government Performance Undertaking]

[Opinion as to the validity, enforceability and binding effect of the Financing Agreements]

National Economic and Development Authority - Investment Coordination Committee

[Approval of the Project]

[Approval of the Concession Agreement]

[Approval of the financing for the Works]

Office of the Government Corporate Counsel

[Opinion as to the validity, enforceability and binding effect of the [Agreement]

Agency's Lenders

[Consent to the grant of the concession and handover of the Existing Facilities to the Company under the terms of this Agreement]