DOJ OPINION NO. 072, s.

2003
September 17, 2003

Hon. Leandro R. Mendoza

Secretary
Department of Transportation and Communications
17/F The Columbia Tower, Brgy. Wack-Wack
Ortigas Avenue, 1555 Mandaluyong City

Sir :

This refers to your request for opinion dated 28 August 2003 on the unsolicited
proposal of Universal LRT Corporation Limited in association with Alstom of France
(the "Proponent") for the MRT Line 7 Project (the "Project") which has been
favorably endorsed to NEDA for First Pass Approval as required by the Amended
BOT Law (R.A. No. 6957, as amended by R.A. No. 7718).

It is stated in your request by way of background, that:

"The Proponent has described the contractual arrangement proposed to be

adopted by the parties for the implementation of the Project as a Build-Gradual
Transfer and Operate and Maintain (or "BGTOM") Project which, we
understand, is a modified Build-Transfer-Operate ("BTO") scheme. It is a
modified BTO because ownership of the entire facility is not immediately
transferred to the agency after its commissioning, unlike a straight BTO where
the project proponent builds the infrastructure facility on a turnkey basis. (cf.
Sec. 1.3.v, IRR) Instead, the facility is proposed to be transferred gradually over
twenty five (25) years. Since the Project is not a straight BTO, it will require the
approval of the President of the Philippines. (cf. Sec. 2.10, IRR) The foregoing
contractual arrangement is fleshed out in the proposed draft Concession
Agreement, to be entered into between the DOTC and the Proponent, the
pertinent portions of which read as follows:

"'3.1. The PROPONENT shall finance, design, construct,

supply the required electro-mechanical Systems, equipment and LRVs
for, complete, commission and maintain the Project, and gradually
transfer ownership thereof to the DOTC upon every monthly payment
actually made by the DOTC and duly received by the PROPONENT
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 during the Concession Period.

"'3.2. In consideration of the gradual transfer of

ownership and Maintenance of the Project by the PROPONENT during
the Concession Period, the DOTC shall pay the PROPONENT the
Capacity Fee in accordance with the Schedule of Payment, Annex __
hereof. For every monthly payment made by the DOTC, and actually
received by the PROPONENT, the latter shall issue a transfer certificate
of ownership in favor of the former representing 1/300 pro-indiviso
interest in the Project. When all the payments due under this Agreement
shall have been fully settled by the DOTC, ownership of the Project
shall be transferred to it, free from all liens and encumbrances.

"'3.3. The DOTC shall be the legal operator of the Project

and shall appoint as its agent the PROPONENT, or, at the
PROPONENT's option, a duly designated facility operator/manager. The
management of the Project shall be in accordance with agreed standards,
procedures, processes, methods, practices and technology. Actual cost of
operation shall be chargeable against the Gross Revenues.

"'3.4. The Gross Revenues shall be directly deposited in

the Escrow Account and disbursed consistent with the terms and
conditions in this Agreement and the Escrow Agreement.

xxx xxx xxx'

"As the operation and management of the Project, the proposed draft
Concession Agreement provides that the parties shall enter into a management
contract, thus:

"'Sec. 8.1 The PROPONENT or its duly designated facility

operator/manager, shall be, as it is hereby, appointed agent of the DOTC
to manage the operation of the Project throughout the Concession
Period, subject to the terms and conditions of a management contract to
be entered into by and between the Parties (the 'Management Contract').'

"Moreover, the proposed draft Concession Agreement specifies that the

Proponent shall maintain the Project over the Concession Period, to wit:

"'Sec. 9.1. During the Concession Period, the PROPONENT

shall provide Maintenance to the Project in accordance with Annex ___
hereof. Maintenance costs shall be charged to and deducted from Gross
Revenues."

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 "The proposed Schedules of Payment (referred to in Sec. 3.2 above) are so
structured that the amortization payments to be made by Government will be on
a declining basis. It should be pointed out, however, that from the 10th year
onwards, Government is expected to earn escalating income given its share in
net revenues and the tax benefits that will be generated by the Project. After the
25-year Concession Period, Government is projected to have fully recovered all
payments made, with interest thereon, apart from owning the entire
infrastructure facility. cDEHIC

"In order to secure Government's compliance with the proposed Schedules of

Payment, as well as all its other obligations under the proposed draft
Concession Agreement, Government is expected to put up a performance
undertaking. Section 10.3 of the proposed draft Concession Agreement, to wit:

"'10.3. As a condition for the effectiveness of this Agreement, the

DOTC shall secure a Performance Undertaking from the
Government of the Republic of the Philippines, through the
DOF, in form and substance acceptable to the PROPONENT and
its Lenders, guaranteeing the performance of its obligations in
this Agreement including, but not limited to, its payment
obligations under this Agreement.'

"However, the Parties recognize that the foregoing performance undertaking of

the Government shall, in no case be interpreted to mean a direct government
guarantee, to wit:

"'18.2 Nothing in the foregoing payment obligations

requires the DOTC or the Government to guarantee the obligations of
the PROPONENT to its Lenders or to assume responsibility for the
repayment of any debt directly incurred by the PROPONENT in
implementing the Project in case of loan default.'"

Clarification is now being sought by the NEDA with respect to certain

obligations proposed to be undertaken by the Government, particularly on the
following:

"1. Whether or not the proposed performance undertaking under the draft
Concession Agreement would constitute a violation of the BOT
prohibition on direct government guarantee"; and

"2. Whether or not the proposed payment of 'capacity fees' would

tantamount to a direct government subsidy which is likewise prohibited

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 under the BOT Law."

It should first be pointed out that the draft Concession Agreement is still
undergoing first pass review by NEDA, and it appears that the parties are still
negotiating the final terms and conditions thereof. In addition, we have not been
furnished with copies of the annexes mentioned in the draft.

While the Secretary of Justice ordinarily does not render an opinion under such
circumstances, this opinion is nevertheless rendered so as not to impede the process of
review and evaluation by NEDA, and for the guidance of your Department with the
end in view of avoiding potential problems. This opinion, however, is without
prejudice to a complete review of the entire agreement or agreements should the same
be submitted to this Department at the appropriate time.

Furthermore, this opinion:

a. Is rendered without taking into consideration the financial and

technical aspects of the Project as these are within the jurisdiction
of other government agencies, and this Department does not have
the competence to evaluate such matters;

b. Is based only on the documents submitted, in particular the draft

Concession Agreement without the annexes and the letter-request
for opinion itself; and

c. Unless expressly stated otherwise, this opinion should not be

interpreted as a review of the entire draft Concession Agreement or
any other provision thereof not related to the two issues raised.

The particular provision which deals with both issues raised is Section 4-A of
the Amended BOT Law, thus:

"Sec. 4.-A. Unsolicited Proposals. — Unsolicited proposals for

projects may be accepted by any government agency or local government unit
on a negotiated basis: Provided, That, all the following conditions are met: (1)
such projects involve a new concept in technology and/or are not part of the list
of priority projects, (2) no direct government guarantee, subsidy or equity is
required, and (3) the government agency or local government unit has invited
by publication, for three (3) consecutive weeks, in. a newspaper of general
circulation, comparative or competitive proposals and no other proposal is
received for a period of sixty (60) working days: Provided, further, That in the

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 event another proponent submits a lower price proposal, the original proponent:
shall have the right to match that price within thirty (30) working days."
(Emphasis supplied).

Then Secretary of Justice Teofisto T. Guingona, Jr. already opined on similar

questions involving the above-quoted provision, thus:

"The qualifying word 'direct' preceding the phraseological term

'guarantee, subsidy or equity' under the aforequoted provision qualifies each of
the terms in the said phrase, hence, what is prohibited is 'direct subsidy' or direct
subsidy to the project proponent, in the same manner that the 'direct guarantee'
prohibited under the said provision, as defined in the Implementing Rules and
Regulations of the Amended BOT Law, refers to the direct assumption of
responsibility by Government/its Agencies/LGUs for the 'repayment of debt
directly incurred by the project proponent' (Sec. 1.3[g]).

"Relative to the foregoing, we understand that the required budgetary

support is not intended to provide the project proponent additional source of
funding to defray the construction cost of the project but that such support is
required to enable NIA to comply with its undertaking to pay water delivery
fees, disturbance compensation in case of expropriation for right of way, and the
maintenance cost which is the responsibility of NIA but which NIA may
sub-contract to the project proponent.

"Clearly, the purpose for which the budgetary support is required do not
qualify it as a "direct subsidy" to the project proponent, hence, such budgetary
support does not fall within the prohibition in Section 4-A of the Amended BOT
Law. The corresponding appropriation for the subsidy is, however, a matter for
Congress to decide." 1(1)

xxx xxx xxx

"Reference is made to Your letter dated June 16, 1995 regarding the
Casecnan Multipurpose Transbasin Project which was discussed during the
ICC-Cabinet meeting on June 6, 1995.

"We understand that the issuance of the legal opinion by the Secretary of
Justice on the legality and validity of the performance undertaking to be issued
by the government for the project is one of the conditions to facilitate the final
approval of the ICC-Cabinet Committee of the project.

"In the light of the commitments of NIA under the Project Agreement to
assume the payment of certain taxes and fees, to provide the site and all

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 necessary rights-of-way, and maintenance of the Casecnan Watershed which
will require budgetary support, our opinion is requested on whether the
performance undertaking may be validly issued considering that the project is in
the nature of an unsolicited proposal and under Section 4-A of the Amended
BOT Law, an unsolicited proposal may be accepted provided that there is no
'direct government guarantee, subsidy or equity' involved.

"The preliminary issue to be resolved is whether the required budgetary

support is a 'subsidy' within the contemplation of Section 4-A of the Amended
BOT Law.

"In this connection, we are furnishing you herewith a copy of our

Opinion of even date, involving the same issue.

"On the basis of the said opinion, we are of the view that Section 4-A
does not pose any legal obstacle to the issuance of the performance
undertaking." 2(2)

To the same effect is DOJ Opinion No. 97 s. 1995, thus:

"It is the declared policy of the State as embodied in Section 1 of the

Amended BOT Law to 'recognize the indispensable role of the private sector as
the main engine for national growth and development and provide the most
appropriate incentives to mobilize private resources for the purpose of financing
the construction, operation and maintenance of infrastructure and development
projects normally financed and undertaken by the Government', and which
incentives 'shall include providing a climate of minimum government
regulations and procedures and specific government undertakings in support of
the private sector'.

"A reading of the legislative deliberations on R.A. No. 7718 discloses

that specific government undertakings may take the form of a performance
undertaking that certain non-financial obligations of the contracting government
agency shall be fulfilled. (Records of Senate on Senate Bill No. 1586).

"In this connection, we invite attention to the provision of Rule 13,

Section 13.2(b) of the Implementing Rules and Regulations (IRR) of the
Amended BOT Law, which provides:

"'Sec. 13.2 Investment Incentives. — The following incentives

will be made available to project proponents:

xxx xxx xxx

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 "'b. Government Undertaking. Government may provide any
form of direct or indirect support or contribution such as but not limited
to the following: 3(3)

xxx xxx xxx

"'ii. Credit Enhancements . . . Credit enhancements may include

a guarantee by the Government on the performance of the obligation of
the agency/LGU under its contract with the proponent, subject to
existing laws.' 4(4)

"The abovequoted provision of the IRR of the Amended BOT Law

clearly authorizes the issuance of a performance undertaking by the
government, subject to the existing law."

Opinion No. 97 s. 1995 was reiterated just recently in Opinion No. 25 s. 2003.

In light of the foregoing, and considering that nothing "in the . . . payment
obligations requires the DOTC or the Government to guarantee the obligations of the
PROPONENT to its Lenders or to assume responsibility for the repayment of any
debt directly incurred by the PROPONENT in implementing the Project in case of
loan default", 5(5) the performance undertaking as proposed in the draft Concession
Agreement may be validly issued. Please note, however, that we have not been
furnished with a draft of the performance undertaking, if one has been prepared
already. Thus, this opinion is based only on Sections 10.3 and 18.2 of the draft
Concession Agreement and is without prejudice to a review of the actual performance
undertaking should one be submitted to this Department.

As regards the Capacity Fee under Section 3.2 of the draft Concession
Agreement, your attention is called to Section 13.2.b (iii) of the IRR defining a
"Direct Government Subsidy", thus:

"Section 13.2.b(iii) Direct Government Subsidy. — This shall refer to

an agreement whereby the Government, or any of its agencies or local
government units will (a) defray, pay for or shoulder a portion of the project
cost or the expenses and costs in operating the project, (b) condone or postpone
any payments due from the proponent, or (c) contribute any property or assets
to the project, all without receiving payment or value from the project company
for such payment, contribution or support." (Emphasis supplied).

The Capacity Fee, as we have been made to understand, will be paid from the
time the Project becomes operational. Thus, no such fee will be paid during the
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construction period. The draft Concession Agreement also provides that said fee is to
be paid "In consideration of the gradual transfer of ownership and Maintenance of the
Project by the Proponent during the Concession Period", which payments obligates
the Proponent to "issue a transfer certificate of ownership in favor of the (DOTC)
representing 1/300 pro-indiviso interest in the Project", and upon full payment of all
obligations due, "ownership of the Project shall be transferred" to DOTC "free from
all liens and encumbrances." 6(6) The Capacity Fee, therefore, actually constitutes
partial payment for the transfer of ownership over the Project to DOTC, and DOTC
will actually receive value from the MRT Line 7 Consortium for each payment made
since it acquires a pro-indiviso ownership interest in the Project. As such, it cannot be
construed as a "direct government subsidy" prohibited by the Amended BOT Law.

In addition to the foregoing, which we trust satisfies your request, we find it

appropriate to comment on certain matters and provisions contained in the draft
Concession Agreement, for your guidance in the course of finalizing the same or in
whatever further negotiations may be undertaken by the parties, thus:

On the Payment Scheme

Various payment schemes are allowed under the Amended BOT Law. Section
6 thereof provides, thus:

"Sec. 6. Repaying Scheme. — For the financing, construction,

operation and maintenance of any infrastructure projects undertaken through the
build-operate-and-transfer arrangement or any of its variations pursuant to the
provisions of this Act, the project proponent shall be repaid by authorizing it to
charge and effect reasonable tolls, fees, and rentals for the use of the project
facility not exceeding those incorporated in the contract and, where applicable,
the proponent may likewise be repaid in the form of a share in the revenue of
the project . . . " (Emphasis supplied).

The IRR provides more detail, thus:

"Sec. 12.15. Repayment Scheme

12.15.1. General Classification. The repayment schemes for the projects

shall depend on the contractual arrangement used therefor, which
shall be generally classified as follows:

xxx xxx xxx

c. Arrangements where the project proponent builds and

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 transfers the facility to the Agency or LGU concerned,
but operates the facility on behalf of said Agency or LGU
(BTO) through a management contract;

xxx xxx xxx

Projects undertaken through arrangements described in letter (c) above,

may be repaid by either of the following two options. Under the first
option, the Agency/LGU provides amortization payments as may be
appropriate and reasonable. Tolls, fees, rentals and charges that the
project proponent may collect while operating the facility on behalf of
the agency may be applied directly to the amortization payments.
Moreover, the facility operator may be repaid by the Agency/LGU
through a management fee as may be incorporated in the management
contract entered between the Agency/LGU and the project proponent.
Under the second option, the proponent may be allowed to directly
collect tolls, fees, rentals and charges for a fixed term."

If the contractual arrangement is not considered a BTO or any of the schemes

expressly enumerated in the Amended BOT Law, the IRR nevertheless authorizes the
Government to repay the proponent through any scheme provided that it is
recommended by the NEDA-ICC and approved/authorized by the President:

"Sec. 12.15. Repayment Scheme

12.15. General Classification. The repayment schemes for the projects shall
depend on the contractual arrangement used therefor, which shall be
generally classified as follows:

xxx xxx xxx

e. Arrangements which are variations of the foregoing and/or which

have been approved/authorized by the President of the
Philippines upon the recommendation of the ICC.

Projects undertaken through arrangements prescribed under (e) may be

repaid through any schemes as recommended by the ICC and
approved/authorized by the President of the Philippines."

Under the draft Concession Agreement, it appears that payment for the Project
actually consists of the Capacity Fee and the fifty (50%) percent share of the
Proponent in the Net Revenue as provided in Section 3.5. It should be noted in this
regard that since revenue is a variable, the total acquisition cost for the Project may
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not be ascertained or fixed when the proposed agreement is signed. The price
becomes certain only upon expiration of the term of the agreement since it is only at
this time that the total share of the Proponent in the revenues can be added up.

Mortgage of the Project

Under Section 4.3 of the draft Concession Agreement, the Project may be
mortgaged by the Proponent in order for it to obtain financing. If such mortgage is
constituted and DOTC starts paying the Capacity Fee, the corresponding ownership
interest it will be acquiring might still be covered by the mortgage. The effect is that
DOTC will be owning property which is encumbered to secure the Proponent's
indebtedness. This may be construed as a direct government guarantee under the
ruling in Agan v. PIATCO, 7(7) where the Supreme Court held that a provision in the
contract which obligates the government to assume the indebtedness of the proponent
in case of default constitutes a direct government guarantee.

The Citizenship of the Proponent

The Project is a public utility and we have noted that the Proponent is one
hundred (100%) percent foreign-owned. This is not an obstacle for the Proponent to
own the Project. However, if it will actually undertake the operations of the Project, it
will have to do so through a facility operator who must be a Filipino citizen, or if a
corporation, sixty (60%) percent of its capital must be owned by Philippine citizens.
8(8) Such corporation should also be registered with the Securities and Exchange

Commission. 9(9) This is consistent with DOJ Opinion No. 37 s. 2002, thus:

". . . In the case of Tatad vs. Garcia (243 SCRA 436), the Supreme
Court held that a wholly-owned foreign company may own the facilities used to
serve the public although it may not operate the same.

"As the Court said, the right to operate a public utility may exist
independently and separately from the ownership of the facilities thereof . One
can own said facilities without operating them as a public utility, or conversely,
one may operate a public utility without owning the facilities used to serve the
public." 10(10)

In an opinion on "whether or not port service operators, port facility operators

and port development project proponents are covered by the Constitutional and
statutory limitations on foreign ownership of public utilities", former Justice Secretary
Silvestre R. Bello, III stated:

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 "Clearly, PPA's private service contractors and port facility operators
are engaged in the rendition of public services at the ports and, as such, are
themselves deemed to be public utility contractors or operators subject to the
nationality requirement under the Constitution.

"We hasten to add, however, that PPA's private service contractors and
port facility operators need not secure a legislative franchise for the purpose of
engaging in such activities. As held in the case of Albano vs. Reyes (175 SCRA
264), franchise issued by Congress are not required before each and every
public utility may operate. The license or authority to operate the public utility
given by the administrative agency duly empowered to grant the same will
suffice to authorize the operation of such public utility.

"Significantly, in the Albano case, the Supreme Court held that 'the
contract between the PPA and ICTSI, coupled with the President's written
approval, constitute the necessary authorization for ICTSI's operation and
management of the MICP' on the theory that the PPA has been empowered by
the lawmaker to undertake by itself the operation of the MICP or, at its option,
to authorize another, by contract or other means, to manage and operate the
same.

"'In the same vein, the individual contracts between PPA and its various
private port service contractors/operators constitute the authorization for the
rendition by the said private port service contractors/operators of public services
at the port which the PPA is mandated, under its Charter, to undertake by itself
or by contract or otherwise (see Sec. 6, [v], P.D. 857)."

Thus, while private service contractors need not secure a legislative franchise
for them to operate a public utility, they are still subject to the nationality requirement
earlier mentioned.

Section 3.3 of the draft Concession Agreement provides that DOTC will be the
"legal operator" of the Project while in Section 8.1 thereof, DOTC appoints the
"Proponent or its duly designated facility operator/manager" as "agent of DOTC to
manage the operation of the Project". Thus, the draft Concession Agreement allows
for the operation of the Project by a "duly designated facility operator/manager". A
similar arrangement has been considered by the Supreme Court as valid in a
Resolution dated 08 January 1990 issued in Light Rail Transit Authority (LRTA) vs.
COA, G.R. No. 88365. HIaTDS

Please be guided accordingly.

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Very truly yours,

(SGD.) SIMEON A. DATUMANONG

Secretary

Footnotes

1. DOJ Opinion No. 062 s. 1995; emphasis supplied.

2. Letter dated 23 June 1995 addressed to Department of Finance Undersecretary
Romeo L. Bernardo signed by then Secretary of Justice Teofisto T. Guingona, Jr.;
emphasis supplied.
3. Now reads: "b. Government Undertakings. Government may provide any form of
direct or indirect support or contribution such as but not limited to the following,
subject to the conditions for unsolicited proposals as specified under Section 10.1
hereof." (1999 IRR)
4. Now reads: "ii. Credit Enhancements. This shall refer to direct and indirect support to
a development facility by the project proponent and/or Agency/LGU concerned, the
provision of which is contingent upon the occurrence of certain events and/or risks,
as stipulated in the contract. Credit enhancements are allocated to the party that is
best able to manage and assume the consequences of the risk involved. Credit
enhancements may include but are not limited government guarantees on the
performance or the obligation of the Agency/LGU under its contract with the
proponent, subject to existing laws on indirect guarantees. Indirect guarantee shall
refer to an agreement whereby the Government or any of its agencies or local
government units assumes full or partial responsibility for or assists in maintaining
the financial standing of the project proponent or project company in order that the
project company/proponent avoids defaulting of the project loans, subject to
fulfillment of the project proponent/company of its undertakings and obligations
under the project agreement" (1999 IRR).
5. Sec. 18.2, draft Concession Agreement.
6. Sec. 3.2, draft Concession Agreement.
7. G.R. No. 155001, 05 May 2003.
8. "Sec 11. No franchise, certificate, or any other form of authorization for the operation
of a public utility shall be granted except to citizens of the Philippines or to
corporations or associations organized under the laws of the Philippines at least
sixty per centum of whose capital is owned by such citizens, nor shall such franchise,
certificate, or authorization be exclusive in character or for a longer period than fifty
years. Neither shall any such franchise or right be granted except under the condition
that it shall be subject to amendment, alteration, or repeal by the Congress when the
common good so requires. The State shall encourage equity participation in public

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 utilities by the general public. The participation of foreign investors in the governing
body of any public utility enterprise shall be limited to their proportionate share in its
capital, and all the executive and managing officers of such corporation or
association must be citizens of the Philippines." (Emphasis supplied).
9. Sec. 6 (b), Amended BOT Law.
10. DOJ Opinion No. 37 s. 2002; emphasis supplied.

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 Endnotes

1 (Popup - Popup)
1. DOJ Opinion No. 062 s. 1995; emphasis supplied.

2 (Popup - Popup)
2. Letter dated 23 June 1995 addressed to Department of Finance Undersecretary
Romeo L. Bernardo signed by then Secretary of Justice Teofisto T. Guingona, Jr.;
emphasis supplied.

3 (Popup - Popup)
3. Now reads: "b. Government Undertakings. Government may provide any form of
direct or indirect support or contribution such as but not limited to the following,
subject to the conditions for unsolicited proposals as specified under Section 10.1
hereof." (1999 IRR)

4 (Popup - Popup)
4. Now reads: "ii. Credit Enhancements. This shall refer to direct and indirect support to
a development facility by the project proponent and/or Agency/LGU concerned, the
provision of which is contingent upon the occurrence of certain events and/or risks,
as stipulated in the contract. Credit enhancements are allocated to the party that is
best able to manage and assume the consequences of the risk involved. Credit
enhancements may include but are not limited government guarantees on the
performance or the obligation of the Agency/LGU under its contract with the
proponent, subject to existing laws on indirect guarantees. Indirect guarantee shall
refer to an agreement whereby the Government or any of its agencies or local
government units assumes full or partial responsibility for or assists in maintaining
the financial standing of the project proponent or project company in order that the
project company/proponent avoids defaulting of the project loans, subject to
fulfillment of the project proponent/company of its undertakings and obligations
under the project agreement" (1999 IRR).

5 (Popup - Popup)
5. Sec. 18.2, draft Concession Agreement.

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 6 (Popup - Popup)
6. Sec. 3.2, draft Concession Agreement.

7 (Popup - Popup)
7. G.R. No. 155001, 05 May 2003.

8 (Popup - Popup)
8. "Sec 11. No franchise, certificate, or any other form of authorization for the operation
of a public utility shall be granted except to citizens of the Philippines or to
corporations or associations organized under the laws of the Philippines at least sixty
per centum of whose capital is owned by such citizens, nor shall such franchise,
certificate, or authorization be exclusive in character or for a longer period than fifty
years. Neither shall any such franchise or right be granted except under the condition
that it shall be subject to amendment, alteration, or repeal by the Congress when the
common good so requires. The State shall encourage equity participation in public
utilities by the general public. The participation of foreign investors in the governing
body of any public utility enterprise shall be limited to their proportionate share in its
capital, and all the executive and managing officers of such corporation or
association must be citizens of the Philippines." (Emphasis supplied).

9 (Popup - Popup)
9. Sec. 6 (b), Amended BOT Law.

10 (Popup - Popup)
10. DOJ Opinion No. 37 s. 2002; emphasis supplied.

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