hereto, and
the Note and shall take all necessary and appropriate action to ensure the
continuance in force of all consents, licenses, approvals, authorizations or
registrations so obtained. He Borrower shall deliver to the Bank a certified
copy of the [Central Bank] loan registration letter (and a Board of Investment
Section 37 approval letter) within ninety days from the date hereof.
 
Section 7.5. Insurance
 
The Borrower will at all times at its own expense insure and keep insured, with
such insurance as the Bank may from time to time reasonably approve, all
buildings and constructions of an insurable nature being or forming part of its
property, and shall maintain insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks as is usually
carried by companies engaged in similar businesses and owning similar properties
in the same general areas in which the Borrower operates.
 
Section 7.6. Maintenance of Existence; Conduct of Business
 
The Borrower will preserve and maintain its corporate existence, its business as
presently conducted, and all of its rights, privileges and franchises necessary
or desirable in the normal conduct of said business, keep its properties useful
or necessary in its business in good working order and condition, and will
comply with all applicable laws and regulations of any person and the terms of
any indenture, contract or other instrument to which it may be a party or under
which it or its properties may be bound, if noncompliance will have a material
adverse effect upon its financial condition.
 
Article 8 Events of Default
 
Section 8.1. If any one or more of the following "Events of Default "shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule,
regulation or decree of any administrative or governmental body):
 
(a) Failure by the Borrower to pay , in accordance with the terms or this
Agreement or the Note, the principal of or interest accrued on the Loan or the
Note, or any other amounts payable hereunder, when the same becomes due and
payable in accordance with the terms hereof (whether at maturity, by notice of
intention to prepay or otherwise); or
(b) Failure by the Borrower to perform or observe any other term, covenant or
agreement contained herein or in the note; or
? Any representation or warranty made by the Borrower herein or any statement or
representation made in any certificate, report or opinion delivered pursuant
hereto shall prove to have been incorrect or misleading in any material respect
when made; or
(d) Any registration or governmental consent or approval granted or required in
connection with this Agreement, the Note or the Guaranty expires or is
terminated or revoked or is modified in any manner or fails to remain in full
force and effect; or
(e) It becomes unlawful for the Borrower or the Guarantor to perform any of its
obligations hereunder or under the Note or the Guaranty, as the case may be, or
any other document contemplated hereby or referred to herein; or
(f) The Guarantor shall renounce or modify its obligations under the Guaranty;
or
(g) The Borrower the Guarantor shall fail to pay at maturity, or within any
applicable period of grace, any Indebtedness; or fail to observe or perform any
term, covenant or agreement contained in any agreement by which it is bound
evidencing or securing Indebtedness; if the effect of such failure is to
accelerate, or to permit (assuming the giving of notice or lapse of time or
both, if required) the holder or holders thereof or of any obligations issued
thereunder to accelerate, the maturity thereof or of any such obligations,
whether or not such acceleration occur or such default shall be waived; or
(h) The Borrower or the Guarantor shall be adjudicated a bankrupt or insolvent,
or admit in writing its inability to pay its debts as they mature, or make an
assignment for the benefit of creditors; or the Borrower or the Guarantor shall
apply for or consent to the appointment of a receiver, trustee, or similar
officer for or for all or any substantial part of its property; or such
receiver, trustee or similar office shall be appointed without the application
or consent of the Borrower or the Guarantor and such appointment shall continue
un-discharged for a period or fourteen (14) days; or the Borrower or the
Guarantor shall institute (by petition, application, answer, consent or
otherwise) any suspension of payments, bankruptcy, insolvency reorganization,
arrangement, readjustment or debt, dissolution, liquidation or similar
proceeding relating to it under the laws of any jurisdiction, or any such
proceeding shall be instituted (by petition, application or otherwise) against
the Borrower or the Guarantor and shall remain un-dismissed for a period of
fourteen (14)days; or any judgment, writ, warrant of attachment or execution or
similar process shall be issued or levied against a substantial part of the
property of the Borrower or the Guarantor and such judgment, writ, or similar
process shall not be released, vacated or fully bonded within fourteen (14) days
after its issue or levy; or
(I) A final judgment for money, in excess of $ or its equivalent on the date of
final judgment or at any time thereafter shall be rendered against the Borrower
and if, within fourteen (14) days after entry thereof, such judgment shall not
have been discharged, satisfied or execution thereof stayed pending appeal, or
if, within fourteen (l4) days after the expiration of any such stay, such
judgment shall not have been discharged or satisfied; or
(j) All or any substantial part of the property of the Borrower or the Guarantor
shall be condemned, seized or otherwise appropriated, or custody or control of
such property shall be assumed , by any person or entity acting or purporting to
act under authority of government (de jure or de facto) or the Borrower or the
Guarantor shall have been prevented from exercising managerial control over all
or said substantial part of its property by any such person or entity;
 
THEN, upon the happening of any of the foregoing Events of Default which shall
be continuing, the obligation of the Bank to make the Loan hereunder shall
immediately cease, and the Bank may declare the principal of and accrued
interest in respect of the Loan and the Note to be immediately due and payable
whereupon the principal and accrued interest and any and all other amounts
payable hereunder shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower, provided that upon the happening of any event specified
in Section 8. 1 (h) hereof, the Loan and Note shall be immediately due and
payable without any declaration or other notice to the Borrower.
 
Article 9
 
Section 9.1. Jurisdiction
 
The Borrower hereby agrees that any legal action or proceeding with respect to
this Agreement, the Note of the other documents contemplated hereby or referred
to herein and any action or proceeding to execute or otherwise enforce any
judgment obtained against if for breach thereof, may be instituted in the courts
of the State of California or in the United States District Court for the
Northern District of California or in any court in [Name of Country] or
elsewhere, as the Bank may elect, and by execution and delivery of this
Agreement the Borrower irrevocably and unconditionally submits to each such
jurisdiction.
 
Section 9. 2. Service of Process
 
The Borrower hereby irrevocably and unconditionally designates, appoints and
empowers CT Corporation System, presently located at 700 South Flower Street,
Los Angeles, California 90017, U.S.A., as its agent to receive for and on its
behalf service of process in California in any action or proceeding with respect
to this Agreement or the Note. The Borrower agrees that the failure of any such
agent to give notice to the Borrower of any such service shall not impair or
affect the validity of such service or of any judgment rendered in any action or
proceeding based thereon. The Borrower further irrevocably consents to service
of process upon it out of said courts in any such action or proceeding by
mailing copies thereof by United Stated registered air mail, postage prepaid, to
the Borrower at the address specified in Section 10. 5 hereof. The foregoing,
however, shall not limit the right of the Bank to serve process in any other
manner permitted by law. The Borrower represents and warrants that so long as it
shall be obligated to the Bank under this Agreement or the Note, it shall
maintain a duly appointed agent satisfactory to the Bank for the service of
summonses and other legal process in California for the purposes of any legal
suit, action or proceeding brought by the Bank and shall keep the Bank advised
in writing of the identity and location of such agent.
 
Section 9.3. Venue
 
The Borrower hereby irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relation to this Agreement or the
Note brought in the cou

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