ceived 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

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