ver the Borrower or
its assets. The Borrower has paid, or made provision for the payment of, all
taxes, assessments, fees and other governmental charges which have or may have
become due pursuant to said returns, or otherwise, or pursuant to any assessment
received by the Borrower, except such taxes, if any, as to which adequate funded
reserves (determined in accordance with generally accepted accounting principles
in [Name of Country]) have been provided. The charges, accruals and reserves in
respect of taxes on the books of the Borrower (determined in accordance with
generally accepted accounting principles in [Name of Country]) are adequate. The
Borrower knows of no proposed material tax assessment against it and no
extension of time for the payment of any tax is in effect or has been requested
except as disclosed in the financial statements furnished to the Bank.
 
Section 5.14. Adverse Contracts and Orders
 
Except as heretofore disclosed in writing to the Bank, the Borrower is not a
party to or bound by, or subject to, any contract, instrument, charger, by-law
or other corporate restriction or any order, decree or judgment of any Person
(the "Restrictive Documents") which materially and adversely affects its
business, properties or condition (financial or otherwise) or is in default in
the performance, observance, or fulfillment of any of the obligations or
conditions contained in any of such Restrictive Documents.
 
Section 5.15. Pari Passu
 
The Borrower's obligations hereunder and under the Notes rank and will rank at
least pari passu in priority of payment and in all other respects with all other
indebtedness of the Borrower.
 
Section 5.16. Legal Form
 
This Agreement, the Note and the Guaranty are in proper legal form under the
laws of [Name of Country] and would be entitled to enforcement in accordance
with their respective terms if proceedings for the enforcement thereof were
brought against the Borrower in the courts of [Name of Country].
 
Section 5. 17. The Guarantor
 
The Guarantor is duly organized and in good standing under the laws of [Name of
Country] and has full power, authority and legal right to incur indebtedness
under the Guaranty, to execute and deliver the Guaranty, and to perform and
observe the terms and provisions of the Guaranty, and the Guaranty when duly
executed and delivered will constitute the legal, valid and binding obligation
of the Guarantor enforceable in accordance with its terms in any competent court
in ([Name of Country]).
 
Article 6 Conditions of Lending
 
Section 6.1. The obligation of the Bank to make the Loan hereunder is subject to
performance by the Borrower of all its obligations under this Agreement and to
the fulfillment of the following conditions precedent in a manner satisfactory
to the Bank on or before the date hereof:
 
(a) The Bank shall have received the duly executed Note in the principal amount
of the Loan."
(b) The Bank shall have received the duly executed Guaranty, and such Guaranty
shall be in form and substance satisfactory to the Bank.
? (1) The borrower shall have complied and shall then be in compliance with all
the terms, covenants and conditions of this Agreement which are binding upon it,
 
(2) both immediately prior to and at the completion of the borrowing there shall
exist no Event of Default and no event which, with the giving of notice or the
lapse of time, or both, would constitute an Event of Default, and
(3) the representations and warranties contained in Article V shall be true with
the same effect as though such representations and warranties had been made at
the time of such borrowing.
(d) The Borrower and the Guarantor shall have received all necessary
governmental approvals required to be obtained in connection with this
Agreement, the Note and the Guaranty, including all necessary approvals, if any,
for the borrowing hereunder, for the use of the proceeds thereof and for the
schedule of repayment in Dollars of principal of, and interest on, the Note in
accordance with the terms hereof and of the Guaranty and all other payments
contemplated hereunder or thereunder or otherwise payable in connection with the
transactions contemplated hereby, and such approvals shall be in full force and
effect.
(e) The Bank shall have received a certified copy of a letter from the [Central
Bank] approving in principal the borrowing hereunder and the remittance of
Dollars by the Borrower pursuant to this Agreement and the Note.
(f) The Bank shall have received certified copies of all corporate action taken
by the Borrower and the Guarantor to authorize this Agreement, the Note, the
Guaranty and the borrowing hereunder, as the case may be, and copies of all
governmental approvals referred to in the preceding paragraph (d), and such
other documents as the Bank shall reasonably require. Such corporate action
shall be satisfactory in form and substance to the Bank and its counsel.
(g) The Bank shall have received opinions of:
(1) Counsel to the Borrower, which counsel shall be satisfactory to the Bank,
substantially in the form of Exhibit C hereto and with respect to such other
matters as the Bank may reasonably require;
(2) Special [Name of Country] counsel to the Bank, with respect to such matters
as the Bank may require, including, without limitation, the enforceability in
accordance with their respective terms of this Agreement, the Note and the
Guaranty; and
(3) Such other opinions of counsel as the Bank may require.
 
(h) The Bank shall have received evidence of the authority of each person: (I)
who has signed this Agreement on behalf of the Borrower, (II) who has signed the
Guaranty on behalf of the Guarantor, (III) who will execute the Note on behalf
of the Borrower, (IV) who will sign the statements, reports, certificates and
other documents required or permitted by this Agreement and who will otherwise
act as the representative of the Borrower in connection with the operation of
this Agreement.
(I) The Bank shall have received the authenticated specimen signature of each
person named pursuant to the preceding paragraph (h).
(j) The Bank shall have received any and all further information and documents,
including records of corporate proceedings, which the Bank may reasonably
request in connection with the transaction contemplated by this Agreement, such
documents, where appropriate, to be certified by proper corporate authorities.
 
Article 7 Covenants
 
So long as the Borrower may borrow hereunder and until payment in full of the
Note and performance of all other obligation of the Borrower hereunder, and
except to the extent that the Bank may otherwise agree in writing:
 
Section 7. 1. Financial Statements
 
The Borrower will furnish to the Bank as soon as available but in no event more
than sixty (60) days after the close of each semester of each of the Borrower's
fiscal years, an un-audited balance sheet of the Borrower as of the end of such
period and a profit and loss statement of the Borrower for such periods,
completely and correctly setting forth and fairly presenting the financial
condition of the Borrower; Section 7. 2. Reports.
 
(a) The Borrower will provide to the Bank as soon as possible and in any event
within five days after the occurrence of each Event of Default, or each event
which with the giving of notice or lapse of time, or both, would constitute an
Event of Default, which is continuing on the date of such statement, a statement
of the Managing Director of the Borrower setting forth details of such Event of
Default or event and the action which the Borrower proposes to take with respect
thereto; and
(b) The Borrower shall provide the Bank with such additional information,
reports or statements as the Bank may from time to time reasonably request and
will permit the Bank or its representatives, at any reasonable time or times, to
inspect the properties of the Borrower and to inspect, audit and examine the
books or records of the Borrower and to take extracts therefrom.
 
Section 7.3. Pari Passu Treatment
 
The Borrower's obligations hereunder and under the Notes rank and will rank at
least pari passu in priority of payment and in all other respects with all
indebtedness of the Borrower, and the Borrower will not secure or allow to be
secured any other indebtedness now or hereafter existing by any mortgage, lien,
pledge or other charge upon its present or any future assets or revenues (except
trust receipts made in the normal course of business) unless the benefit of such
security is at the same time extended equally and ratably to the Borrower's
obligations hereunder and under the Note. The Borrower will insure that all
applicable laws in the appropriate jurisdictions are complied with so that the
Borrower's obligations hereunder and under the Note shall rank at least equally
with such other Indebtedness.
 
Section 7.4. Maintenance of Consents and Registrations
 
The Borrower will do and cause to be done all things necessary to, and it will
comply with all laws applicable to it and it will obtain all consents, licenses,
approvals or authorizations of or registrations with any governmental authority,
bureau agency which may at any time be required or desirable in the opinion of
the Bank with respect to this Agreement, any amendment of supplement

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