OFFICIAL 46-oI DOCUMENTS A REP UBLIC OF THE PHILIPINS OC F./ 4 , 2014 International Bank for Reconstruc ion and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Re: Loan No. 3444-PH/Clean Technology Fund Loan No. TF0 17646 (Cebu Bu; Rapid Transit Project) Article VI of the General Conditions Financial and Economic Data Dear Sirs and Mesdames: In connection with: (a) the Loan Agreement (IBRD Loan Agreement) of this date between Republic of the Philippines (Me nber Country) and International Bank for Reconstruction and Development (Bank), and (b) the Clean Technology Fund Loan Agreement (CTF Loan Agreement) between the Membei Country and the Bank, acting as an implementing entity of the Clean Technology Fund under tle Strategic Climate Fund, in each case providing loans (Loan) for the above-captioned Project; t he General Conditions (General Conditions) made applicable to the IBRD Loan Agreement; anc the Standard Conditions made applicable to the CTF Loan Agreement, I am writing on behalf of the Member Country to set forth the following: I. We understand and agree that, for purposes of Section 6.01 of the General Conditions and Section 5.01 of the Standard Coi ditions, the Member Country is required by the Bank to report "long-term external debt" (as d fined in the World Bank's Debtor Reporting System Manual, dated January 2000 (DRSM)), in accordance with the DRSM, and in particular, to notify the Bank of new "loan commitments" (as defined in the DRSM) not later than 30 days after the end of the quarter during which the debt is incurred, and to notify the Bank of "transactions under loans" (as defined in the DRSM) once a yeEir, not later than March 31 of the year following the year covered by the report. 2. We represent that no L iens (as defined in the General Conditions and the Standard Conditions), other than those ex.luded pursuant to paragraph (c) of Section 6.02 of the General Conditions and paragraph (c) of Section 5.02 of the Standard Conditions, respectively, exist on any Public Assets (as defined in the General Conditions), as security for any External Debt (as defined in the General Conditiot s and the Standard Conditions). No defaults exist in respect of any external public debt (as def ned in the DSRM). It is our understanding that, in making the Loan, the Bank may rely on the r -presentations set forth or referred to in this letter. 3. Please confirm your agreement to the foregoing by having a duly authorized representative of the Bank sign in the space provided below. Very truly yours, RE :UBLIC OF THE PHILIPPINES B_ Authorized Representative AGREED: WORLD BANK By 20AMAi Authorized epresentative