HERRAMIENTAS Y CONTROLES ACTUALES DE SEGURIDAD DE LA

MEP Participants’ Rights and Obligations

6.1 MEP Participants’ Representative. By not later than their giving the Notice to Proceed

for the Basic Engineering Phase, the MEP Participants shall designate a Person (the “MEP Participants’ Representative”) who or which shall be authorized by the MEP Participants to function on their behalf in the exercise of their rights and the performance of their obligations under this Agreement. The Turnkey Contractor shall be entitled to rely on all actions of the MEP

Participants’ Representative as the actions of the MEP Participants hereunder. Such Person may be an Operating Company but, in any case, shall be subject to replacement by the MEP Participants on not less than fifteen (15) days prior written notice to the Turnkey Contractor of the identity of and other necessary details concerning such replacement. Among other authorized duties, the MEP Participants’ Representative shall coordinate and facilitate, in accordance with procedures to be agreed with the Turnkey Contractor, the activities of the MEP Participants under this Agreement, including the giving and receipt of routine notices, the monitoring of the Work, the inspection of the Facilities and the conduct of audits and documentary reviews of the Turnkey Contractor. In addition, and to the fullest extent practicable, the MEP Participants’ Representative shall coordinate those Project-related activities of the Lenders and/or Insurers which require access to the Turnkey Contractor, including their monitoring of the Work, their inspection of the Facilities and their gaining of access to the Turnkey Contractor and its books, records, designs and drawings relating to the Work. Notwithstanding the foregoing, (i) the MEP Participants shall have the right to retain other experts, for other reasons, to assist them in evaluating the performance of the Turnkey Contractor hereunder and (ii) no MEP Participants’ Representative shall be authorized to amend this Agreement or waive any claim or defense of the MEP Participants or any breach or default by the Turnkey Contractor.

6.2 Monitoring Program. In addition to the rights of the MEP Participants and/or their

representatives to review the Design Documents pursuant to Section 18.1 of this Agreement, the MEP Participants shall be entitled to monitor at their own cost and expense the Turnkey Contractor’s execution of the Work to assure compliance with the provisions of this Agreement; provided, however, that such monitoring shall be carried out in such manner as to cause minimal interference with the Work. Such monitoring program may include the following features:

(i) onsite review and monitoring of all Phases and components of the Work;

(ii) review and acceptance of the Turnkey Contractor’s recommendation of the

pipeline route and Facility Sites;

(iii) review and acceptance of the Work products of both the Basic Engineering and

the Detailed Engineering Phases;

(iv) review and acceptance of the Rights to Land as granted in accordance with the

Host Government Agreement ;

(v) quality assurance monitoring of all procurement activities and the Construction

Phase of the Work;

(vi) review and audit of all Subcontractor invoices, provided however that the MEP

Participants shall not be entitled to receive confidential pricing information unless such information is directly relates to the provisions of Section 3.1.4.1, Section 3.1.23, Section 5.1.6, Section 13.7 (iii), and any other similar provision of this Agreement where such confidential pricing information is directly relevant to the implementation of this Agreement;

(vii) witnessing of all construction tests, function tests and quality acceptance tests relative to the Work and all subsystems as specified in this Agreement;

(viii) Work Completion pursuant to this Agreement; and

(ix) administer all guaranties and warranties respecting the Work as provided herein

and in any other Work documentation.

6.3 Monitoring Not Release of Obligations. No monitoring or inspection by the MEP

Participants shall relieve the Turnkey Contractor of any of its duties, obligations or liabilities under this Agreement.

6.4 Start-up Personnel. The MEP Participants or their designee shall provide operators and

maintenance personnel for the start-up of the Facilities by the Turnkey Contractor. Such personnel shall be provided at no cost to the Turnkey Contractor in the numbers and on the dates specified by the Turnkey Contractor, provided at least six (6) months’ advance notice is given by the Turnkey Contractor and such date is no earlier than six (6) months before the scheduled commencement of start-up of the Facilities. Such personnel shall have sufficient experience as is appropriate for the normal, day-to-day, in-service operation and maintenance of Petroleum pipelines (whether or not such facilities are similar to the Facilities). Such personnel shall be trained by the Turnkey Contractor and will assist the Turnkey Contractor by performing normal operating and maintenance duties in connection with the start-up of the Facilities and the demonstration of Facility performance as may be required pursuant to Article 7. Said personnel will be available to the Turnkey Contractor, as needed, and these personnel shall work under the complete direction and responsibility (as far as their work in relation to start-up activities are concerned) of the Turnkey Contractor until the Provisional Acceptance. Any additional personnel required for such activities shall be the sole responsibility of the Turnkey Contractor.

6.5 Utilities. Before Provisional Acceptance, the Turnkey Contractor and, after Provisional

Acceptance, the MEP Participants, shall arrange and pay for all utilities, including electricity, water, sewage and waste disposal services, chemicals and consumables required for operation of the Facilities.

6.6 Line Fill. Consistent with the Turnkey Contractor’s Start-up and commissioning schedule

and subject to the Turnkey Contractor providing not less than (i) six (6) months preliminary notice, and thereafter (ii) four (4) weeks final prior notice of the volumes so required and the commencement date of the fill (the “Commencement Date of the Fill”), the MEP Participants shall be responsible to secure and make available at their own cost and expense to the Turnkey Contractor any necessary Petroleum for purposes of filling the pipeline during and as part of start-up and commissioning of the Facilities. In the event the volumes of Petroleum made available by the MEP Participants are insufficient to fill the pipeline within forty five (45) days from the Commencement Date of the Fill, a Scope Change to adjust one or more of the Work Schedule, Guaranteed Completion Date for the third Phase, and the Lump Sum Fixed Price shall be agreed to account for such delay.

6.7 Consequences of MEP Participants’ Non-Performance.

6.7.1 Remedies Exclusive. Except as expressly provided in this Agreement, the

Turnkey Contractor shall have no rights, whether at law or under or pursuant to this Agreement or otherwise, to any extension of time limits contained in this Agreement or to any adjustment to the Lump Sum Fixed Price, or otherwise to treat this Agreement as terminated.