THE
BORROWER WOULD NOT BE IN VIOLATION OF:
(I)
ITS CHARTER;
(II)
ANY PROVISION CONTAINED IN ANY DOCUMENT TO
WHICH THE BORROWER IS A PARTY (INCLUDING THIS AGREEMENT) OR BY WHICH THE
BORROWER IS BOUND; OR
(III)
ANY LAW, RULE, REGULATION, AUTHORIZATION OR
AGREEMENT OR OTHER DOCUMENT BINDING ON THE BORROWER DIRECTLY OR INDIRECTLY
LIMITING OR OTHERWISE RESTRICTING THE BORROWER'S BORROWING POWER OR AUTHORITY OR
ITS ABILITY TO BORROW; AND
(S)
FINANCIAL RATIOS.
WITHOUT LIMITING THE GENERALITY OF SECTION 4.02
(R), AFTER TAKING INTO ACCOUNT THE AMOUNT OF THE DISBURSEMENT AND ANY OTHER
LONG-TERM DEBT INCURRED BY THE BORROWER AND ITS SUBSIDIARIES, ON A CONSOLIDATED
BASIS, AND OF ANY AMOUNTS OF TANGIBLE NET WORTH PAID INTO THE BORROWER AND ITS
SUBSIDIARIES, ON A CONSOLIDATED BASIS, AFTER THE DATE OF THE LATEST QUARTERLY
REPORT (FORM 10-Q) OF THE BORROWER DELIVERED TO IFC PURSUANT TO SECTION 5.03 (A)
(REPORTING REQUIREMENTS), THE BALANCE SHEET LIABILITIES TO TANGIBLE NET WORTH
RATIO WOULD NOT EXCEED 70:30.
SECTION 4.02.
BORROWER'S CERTIFICATION.
THE BORROWER SHALL DELIVER TO IFC,
WITH RESPECT TO THE REQUEST FOR DISBURSEMENT, CERTIFICATIONS, IN THE FORM
INCLUDED IN EXHIBIT B, RELATING TO THE CONDITIONS SPECIFIED IN SECTION 4.01
(CONDITIONS OF DISBURSEMENT).
SECTION 4.03.
CONDITIONS FOR IFC BENEFIT.
THE CONDITIONS IN SECTION 4.01 AND
SECTION 4.02 ARE FOR THE BENEFIT OF IFC AND MAY BE WAIVED ONLY BY IFC IN ITS
SOLE DISCRETION.
ARTICLE V
PARTICULAR COVENANTS
SECTION 5.01.
AFFIRMATIVE COVENANTS.
UNLESS IFC OTHERWISE AGREES, THE BORROWER
SHALL:
(A)
CORPORATE EXISTENCE; CONDUCT OF BUSINESS.
MAINTAIN ITS CORPORATE
EXISTENCE, COMPLY WITH ITS CHARTER, AND IMPLEMENT THE PROJECT AND CONDUCT ITS
BUSINESS WITH DUE DILIGENCE AND EFFICIENCY AND IN ACCORDANCE WITH SOUND
INDUSTRY, FINANCIAL AND BUSINESS PRACTICES;
(B)
USE OF PROCEEDS.
CAUSE THE PROCEEDS OF THE C LOAN TO BE APPLIED
EXCLUSIVELY TO THE DIRECT AND INDIRECT EXPENDITURES OF THE PROJECT;
(C)
COMPLIANCE WITH LAWS; TAXES.
(I)
CONDUCT ITS BUSINESS IN COMPLIANCE, IN
ALL MATERIAL RESPECTS, WITH ALL APPLICABLE REQUIREMENTS OF LAW; AND
33
(II)
SUBJECT TO LAWFUL EXTENSIONS OF TIME, FILE
BY THE DATE DUE ALL RETURNS, REPORTS AND FILINGS IN RESPECT OF TAXES REQUIRED TO
BE FILED BY IT AND PAY, WHEN DUE, ALL TAXES DUE AND PAYABLE BY IT;
(D)
ACCOUNTING AND FINANCIAL MANAGEMENT.
PROMPTLY INSTALL AND
MAINTAIN AN ACCOUNTING AND CONTROL SYSTEM, MANAGEMENT INFORMATION SYSTEM AND
BOOKS OF ACCOUNT AND OTHER RECORDS, WHICH TOGETHER ADEQUATELY PRESENT FAIRLY THE
CONSOLIDATED FINANCIAL CONDITION OF THE BORROWER AND THE CONSOLIDATED RESULTS OF
ITS OPERATIONS IN CONFORMITY WITH THE ACCOUNTING STANDARDS;
(E)
AUDITORS.
APPOINT AND MAINTAIN AT ALL TIMES A FIRM OF
INTERNATIONALLY RECOGNIZED INDEPENDENT PUBLIC ACCOUNTANTS ACCEPTABLE TO IFC AS
AUDITORS OF THE BORROWER;
(F)
ACCESS.
UPON IFC'S REQUEST, AND WITH FIVE (5) BUSINESS DAYS
PRIOR NOTICE TO THE BORROWER, PERMIT REPRESENTATIVES OF IFC AND THE CAO
(INCLUDING IFC'S CONSULTANTS) DURING NORMAL OFFICE HOURS, TO:
(I)
VISIT ANY OF THE SITES AND PREMISES
WHERE THE BUSINESS OF THE BORROWER OR ITS SUBSIDIARIES IS CONDUCTED;
(II)
INSPECT ANY OF THE BORROWER'S OR ITS
SUBSIDIARIES' SITES, FACILITIES,