This agreement is made    Company (hereinafter referred to as the "borrower" or "borrowers"), in the company, and credit bank (hereinafter referred to as the "bank"), banking institutions in the country    The day concluded.

This ACREEMENT entered into as Of_____, between ABC company, _____, a (Name Of Country) Company (the "Borrower") and BANK, N.A., a nationsl banking aSSoCia "On Of Un" the ED StateS Of (the "Bank")

 This card: WITNESSETH:

 

In view of the borrower to the bank payment requirements and provisions of this agreement based on, to the borrower to provide a principal of $(US $) term loan;

WHEREAS, the Borrower has requested the Banktoextend to 1the Borrower a term 10An in the principal amount Of United States Dollars (U.S. $) upon the terms and subject to theConditiohS Of this Agreement; and

 

In view of the fact that banks have ready conditions and payments under this agreement based on, such a loan available to the borrower;

WHEREAS, the Bank is prepared to make SUCh a loan aVailable to the Borrower upon the terms and subject to the conditions Of this Agreement;

 

Therefore, in consideration of the mutual promises, agreed on the following contents:

NOW, THEREFORE, incOnSidera "onofthe mutual promises Contained therein, the par" es agree as f0110ws:

 

The first definition of Article 1 DefinitonS

1.1 based on the purposes of this agreement, the following words can be defined as:

Section 1.1FOr the Purposes Of this Agreement, the following expressions have the meanings set fonh below:

 

"Business day" means located and banks began to normal banking on any given day, as well as the interbank lending market dollar interbank borrowing any day.

"Business Day": any day on which banks are open to conduct their regular banking business in, England, and, Los Angeles, and on which dealings in DOllar deposits between banks are carried out in the interbank market;

 

"Commitment": refers to the bank on the date hereof is to assume the obligations of the borrower's loan.

"Commitment": the obligation of the Bank to make the loan to the Borrower on the date hereof;

 

"Credit"; the credit bank, international division.

"Credit": Credit Bank, International Division,;

 

"Dollars" and ": $", means the lawful currency of the United States of America and all payments under this Agreement on the spot.

"Dollars" and the sign "$": lawful money of the United States of America and, in relation to all payments hereunder, immediately available funds;

 

"Event of default" refers to: all events listed in section eighth of this agreement.

"Event of Default": any of the events specified in Article Vlll of this Agreement;

 

"The guarantor": refers to the bank. "Guarantor": Bank Limited;

 

"Liabilities": any person or the borrower's liabilities refer to country according to generally accepted accounting principles are recognized in the debt, the person or the borrower's balance sheet liability side that determine the debt debts project, which also includes other be inherited or secured, or borrowing people to be or contingent debt (different from the documents in the collection process endorsement), debt and debt, whether caused by any agreement caused by the debt, or provide payments and prepayments or other liabilities caused belong to this range.

"Indebtedness": of any Person, or the Borrower, means all items of indebtedness which, in accordance with generally accepted accounting principles in (Name of Country) Would be included in determining liabilities as shown on the liability side of a balance sheet of such Person or the Borrower as of the date indebtedness is to be determined, and shall also include all indebtedness and liabilities of others assumed or guaranteed or in respect of which the Borrower is secondarily or contingently liable (other than by endorsement of instruments in the course of collection), whether by reason of any agreement to acquire such indebtedness or to supply or advance sums or otherwise;

 

"Payment by installments": means the 4.1 provisions from the effective date of the agreement reached at 18 months, 24 months, 30 months, 36 months, 42 months, 48 months, 54 months and 60 months of the date.

"Installment Payment Dates": subject to Section 4.1, the dates which are eighteen months, twenty--four months, thirty months, thirty--six months, forty--two months, forty--eight months, fifty--four months and sixty months from the date hereof;

 

"Interest payment date": each interest period last day.

"Interest Payment Date": the last day of each Interest Period;

 

"The interest period" refers to the date: after months since the agreement period, each interest period since the last interest period last date, three months after the borrower choice or six months after stopping, but (I), if each interest period last day is not a banking day, it will be postponed to the next business day, or (II) if an interest period early or late payment date or stop, then interest period in the end on the installment payment.

"Interest Period": the period commencing on the date hereof and ending on the day which is______ months after such date, andeach period thereafter beginning on the last day of the immediately preceding Interest Period and ending on the day which is three months or six months after such date, as the Borrower may elect; provided, however, that (I) any Interest Period which would otherwise end on a day which is a Business Day shall be extended to the next succeeding day which is a Business Day, and (I) any Interest Period commencing before and which would otherwise end after an Installment Payment Date shall end on such Installment Payment Date;

 

"Interest rate" refers to in the 2.4, 2.6 and 2.7 in regulation, interest or otherwise specified.

"Interest Rate": the rate of interest to be determined as provided in sections 2.4, 2.6and 2.7, as the case may be

 

"Lenders": the international banking institutions, or at any time according to the wishes of the specified branch, branch, branch or sub branch: loan will thereafter institutions issued and outstanding, and all the repayments from such agencies charge.

"Lending Office": the International Banking Facility of the Bank, or such other branch, office, affiliate or subsidiary of the Bank as it may at its discretion from time to time designate, from which the Loan will thereafter be made and for the account of which the Loan will be outstanding and all payments hereunder will be made;

 

"Loan": refers to the 2.1. provisions under this agreement by the bank to the borrower loan.

"Loan": the loan made by the Bank to the Borrower pursuant to Section 2.1 hereof;

 

"Bill": refers to the borrower to the bank in accordance with the basic content of appendix A note, the proof for the bank loan to the borrower pursuant to this Agreement and the borrower to the bank debt.

"Note": the promissory note of the Borrower to the order of the Bank in substantially the form of Exhibit A hereto, evidencing the indebtedness of the Borrower to the Bank resulting from the Bank's Loan to the Borrower;

 

"Person" means any natural person, corporation, firm, association, government, government agencies, or than the borrower in any individual, group or other nominal entity.

"Person": any natural person, corporation, firm, association, overnment, governmental agency or any other entity other than be Borrower and whether acting in an individual, fiduciary or other pacity

 

Second Article 2 The Loan loan

2.1 Section 2.1 The Commitment. commitment

According to the statement and guarantee the conditions and provisions of this Agreement and the borrower to make money, the bank agreed to by the lender and borrower lending, also agreed to lend the principal amount of dollars ( $) loans.

Upon the terms and subject to the conditions herein set forth, and relying upon the representations and warranties of the Borrower, the Bank agrees, acting through its Lending office; on the date hereof to lend to the borrower, and the Borrower agrees to borrow, the principal amount of Dollars ($)

 

The release of Section 2.2 Disbursement. 2.2

Since the effective date of the agreement, in accordance with the agreement, the provisions of article sixth, the bank shall submit to the account designated by the borrower in New York into the agreed amount of money. If the borrower fails to complete the provisions of article sixth of the loan prerequisite, the bank has no obligation to provide the loan.

On the date hereof, upon fulfillment of the conditions set forth in Article VI, the Bank shall make the amount of the Loan available to the Borrower by remitting the amount of the Loan to an account in New York designated by the Borrower, If the Borrower fails to satisfy the conditions precedent set forth in Article VI 1, the Bank shall be obligated to make the Loan

 

To determine the 2.3 repayment, interest payment and interest period

Section 2.3 Repayment; Payment of Interest; Designation of Interest Period

 

The borrower agrees in accordance with the agreement in the interest rate, the date of payment, divided into eight period to repay the loan principal. The borrower shall have the choice of three months or six months interest period results, within 5 business days before the payment of interest period (except the first interest period), the advising bank. If the bank has not received the notice, the next interest period length and the same; if an interest period early or late payment date or stop, then interest period will end on the installment payment date.

The Borrower agrees to repay the principal amount of the Loan on the installment Payment Dates in eight equal installments and to pay interest on each interest Payment Date on the outstanding principal balance of the Loan at the Interest Rate. The Borrower shall give notice to the Bank not less that five Business Days prior to the commencement of each interest Period (other than the first Interest Period whether it has elected) an Interest Period of three months or six months. If no such notice is received by the Bank, the relevant interest Period shall be the same length as the previous Interest Period; provided, however, that an interest Period commencing before and which would otherwise and after an installment Payment Data shall end not such installment Payment Date

 

Section 2.4 Determination of interest Rate. identified 2.4 interest rate

In accordance with the provisions of the agreement of each interest period of interest should be percent (%), the interest rate plus the interest period on the two day, time 11:OOAM, interbank lending market.

The interest Rate for each interest Period with respect to the Loan shall be percent above the rate (%) at which Dollar deposits in an amount equal to the principal amount of the Loan to be made or maintained are offered by the Bank for such Interest Period to prime banks in the London interbank market as of 11: 00A. M. (time ) two Business Days prior to the commencement of such Interest Period

 

The Section 2.5 The Note. 2.5

Note the borrower to repay the principal obligations shall be borne by the borrower, the basic format should refer to appendix A, and in accordance with the provisions of article (2.5). The bill should be (1) to the agreement dated the date; (II) in accordance with the instructions to the loan principal bank pay equal payments; (III) divided into eight equal, each stage in the installment due; (N) in accordance with the provisions of payment of unpaid interest principal part of interest as each interest period, the interest payment date payment.

The Borrower's obligation to reply the principal amount of the Loan made by the Bank hereunder shall be evidenced by a note of the Borrower in the form of Exhibit A to this Agreement with appropriate in sections pursuant to this Section 2.5. The Note shall (I) be dated the date hereof (II), be payable to the order of the Bank in the principal amount of the Loan (III), mature in eight equal installments, payable on the Installment Payment Dates and (IV) bear interest at the interest Rate on the outstanding principal balance thereof from time to time, computed for each Interest Period and payable on the Interest Payment Dates

 

2.6 Section 2.6 Substitute Basis. instead of foundation

In the interest rate is determined according to the provisions of the 2.4 paragraph, (1) the bank shall determine the interest rate is fixed and the Jinshang outstanding issue of the interest period of dollar not in London Interbank Market lending to or (II), in a certain interest period, the provisions of the original interest, namely from London with industry interbank interest rates cannot correctly reflect the bank charges, the bank should before the calculation of effective the first day at least one business day, by telex, telegram or telephone, will determine the notice to the borrower bank made. days of such notice, the bank and the borrower shall determine an acceptable to both sides through friendly talks (referred to as the "alternative"). If the bank days in this notification within the designated section of people agreed to the replacement rate, the interest rate shall be retroactive and come into force since the first day of the interest period. If this days after notification, banks and borrowers failed to reach agreement on the replacement rate, the bank should be in written form to the borrowers issued by a bank for a loan to the benefit period should be the burden of interest documents, should be made clear is the bank's interest rate should be the same with the %, such interest if it does influence the bank to raise the interest of loan fee, is the first day of the new interest rates since the interest period has been effective. Banks should provide its loans and that way to obtain this loan and pay cost to the borrower. Upon receipt of the bank interest rate or to obtain loans and notify the interest payment, the borrower has the right pursuant to the provisions of section 4.7, will not pay the principal of the loan and the note all (but not part), and since the date of payment of interest, a one-time advance payment bank.

 

2.7 In the event that on any date on which an Interest Rate is to be determined pursuant to Section 2.4 (I), the Bank shall determine that Dollar deposits in the principal amount of the Note to be outstanding for the interest Period for which such interest Rate is to be determined are not available to the Bank in the London interbank (market, or II the Bank shall determine) that the offered rate quotations at which Dollar deposits are offered in the London interbank market do not accurately reflect the cost fo the Bank of making maintaining the Loan for such interest period, the Bank shall forthwith give notice of such determination to the Borrower, by telex, telegram or cable at least one Business Day prior to the first day of any interest Period so affected. thirty (During the) days next succeeding the date of any such notice, the Bank and the Borrower shall enter into negotiations in good faith in order to arrive at a mutually acceptable alternative basis (such alternativ E basis being hereinafter referred to as the "Substitute Basis") for funding the Loan. If within the thirty (following) days the date of any such notice the Bank and the Borrower shall agree upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period. If thirty (after days from the date of) such notice the Bank and the Borrower have failed to agree upon a Substitute Basis, then the Bank shall certify in writing to the Borrower the interest rate or rates at which the Bank is prepared to make or maintain the Loan for such interest Period, it being understood that the Bank's interest rate shall be a rate per annum equal to one and one--half percent (%), above a rate which adequately and fairly reflects the cost to the Bank of obtaining the funds necessary to maintain the Loan for the then current Interest Period, such interest rate or rates to be retroactive to and effective from the first day of such in Terest Period. The Bank shall furnish to the Borrower appropriate evidence establishing the manner in which the Bank obtained such funds and the cost to the Bank of obtaining such funds. Upon receipt of notice of the interest rate or rates at which the Bank will make or maintain the Loan, the Borrower shall have the right to prepay in full (but not in part), pursuant to the provisions of Section 4.7, the then outstanding principal amount of the Loan and the Note, together with interest accrued therein to the date of such prepayment

Overdue unpaid principal interest rate Section 2.7 Interest Rate on Overdue Principal

Repayment in accordance with the provisions of the loan contract and the maker of a promissory note shall repayment in the borrower fails to, the borrower shall pay interest to the note holder according to requirements, calculation of interest from the due date, to the actual payment date. Every year, interest rates in the following higher prevail: (1) the borrower fails to pay the principal and interest of the interest period based on the interest rate plus percent (%), or (II) in the borrower fails to repay the interbank lending market day of the morning, the main foundation issued by the bank loan interest rate price plus points ( %). The bank shall give prompt written or telex notice to the borrower of the interest rate. Without prejudice to the provisions of this article of the bank's rights and the premise allowed under the applicable law, the borrower agrees to reimburse the bank for the borrower does not timely repayment of loans or the material provisions of principal or interest, or other costs, such as bank loan commitment to comply with or to obtain the loan payments arising from the loss of. Therefore, the bank shall issue a certificate indicating the losses and expenses.

In the event of failure by the Borrower to pay when due (whether upon stated maturity by acceleration or otherwise.) any payments due under the Loan or the Note, the Borrower shall pay interest, to be paid upon demand, to the holder of the Note on the unpaid amounts from the date such payments were due to the date of actual payment, (before as well as after judgment) for each day at a rate peranrum equal to the higher of (I) percent above the Interest Rate (%) applicable to the Loan for the Interest Period immediately preceding the failure by the Borrower to pay or (I) percent above the rate (%) at which Dollar deposits were offered by the Bank in the amount outstanding for a one month period to prime banks in the London interhank market as of (time) on the. Date of such failure by the Borrower to pay and on the first Business Day of each succeeding one month period thereafter. The Bank shall give prompt written or telex notice to the Borrower of the Interest Rate i N effect from time to time in accordance with the foregoing sentence. Without prejudice to the rights of the Bank under this Section and to the extent permitted by applicable law, the Borrower agrees to compensate the Bank for any loss or expense which the Bank may sustain or incur as a consequence of the Failure by the Borrower to pay when due any portion of the principal of or interest accrued on the Loan or the Note, or any other amount payable hereunder, including but not limited to any amounts payable by the Bank in order to honor its Commitment or make or maintain the Loan. A certificate of the Bank setting forth the basis for the determination of the amounts necessary to compensate the Bank as aforesaid in respect of such loss or expense shall be conclusive as to such determination and such amounts

 

2.8 calculation, a final decision Section 2.8 Computation; Determination Conclusive

All payments of interest for 360 days a year, according to the actual payment days calculation. Banks to determine each interest rate on all kinds of parties binding.

All payments of interest shall be computed on the basis of a year of 360 days for the actual number of days involved. Each determination of any Interest Rate by the Bank shall be conclusive and binding on the parties hereto (save for manifest arithmetic error)

 

2.9 of the income of 2.9 Use of proceeds. by Section

                          

(a) the proceeds of the loan application (determine use).

(a) The proceeds of the Loan will be used to finance a (specify purpose)

 

(b) bank borrower, the borrower to confirm their understanding of the American Federal Reserve Board policy, international payment only support non American companies USA outside. The borrower acknowledges that the proceeds of the loan will be used only by USA outside the business.

(b) The Bank hereby notifies the Borrower, and the Borrower hereby acknowledges that it understands, that it is the policy of the Board of Governors of the Federal Reserve System of the United States of America that extensions of credit by international banking facilities may be used only to finance the non- United States operations of a customer located outside the United States of America. The Borrower acknowledges that the proceeds of the Loan will be used solely to finance its operations outside the United States of America

 

Third credit Article 3Letter of Credit

3.1 Section 3.1 Letter of Credit. credit

 

To support and guarantee the performance of the contract and obligation under this note, the guarantor shall be in accordance with Annex 2 (guarantee ") format to issue a standby letter of credit to the bank. This guarantee shall be amount, and shall be valid until the repayment of a loan. After the first day of the month.

The performance by the Borrower of its obligations hereunder and under the Note shall be supported and guaranteed by a standby letter of credit issued to the Bank by the Guarantor in the form of Exhibit B hereto (the "Guaranty" Such Guaranty shall be). In the Amount of and shall not expire prior to the date which is one month after the final installment Payment Date

 

Article fourth payment Article 4Payments

4.1 Section 4.1 Payment. payment

According to the provisions of the contract or the note, the borrower corresponding reimbursement to the bank loan shall not be offset, counterclaim and convertible, the payment shall be paid to the lender in Losangeles, not later than the local time (10:00 am time). Once the payment date falls on a non business day, it will automatically be extended until the first business day of the future. In the calculation of the amount of interest and should be included in this and the next business day.

All payments made by the Borrower under this Agreement or the Note shall be made to the Bank without setoff or counterclaim and in freely transferable United States Dollars no later than 10:00 a.m. (time) at Crocker Los Angeles for the account of the Lending Office. Whenever any funds are due t be paid on a day which is not a Business Day, the date for the making thereof shall be extended to the next succeeding Business Day. Interest or any other amounts due hereunder shall be computed on the basis of the number of days elapsed until and including such succeeding Business Day

 

4.2 in dollar payment obligations of Section 4.2 Obligation to Make Payments in Dollars

According to the provisions of this contract and promissory notes, principal and interest paid by the borrower shall be paid in US dollars, but no matter what kind of legal, some rules, whether existing or under any jurisdiction will may affect the obligations. This obligation can be protected through the payment or litigation. The date of payment of obligations in dollars can be enforced through litigation, and will not be influenced by other award.

The obligation of the Borrower to repay the principal of and interest on the Loan and the Note, together with interest thereon, pursuant to the terms of this Agreement and of the Note, and the obligation of the Borrower to pay all other amounts under this Agreement, shall be dischargeable only by payment in Dollars, regardless of any law, rule, regulation or statute, whether now or hereafter in existence or in effect in any jurisdiction which affects or purports to affect such obligation. The obligation of the Borrower to make payment in Dollars of the principal of and interest on Loan and the Note shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted by the Bank to any currency other than the full amount of Dollars expressed to be payable in respect of the principal of and interest on the Loan and the Note and all other amounts due hereunder. The obligation of the Borrower to make payments in Dollars as aforesaid Shall be enforceable as an alternative or additional cause of action for the purpose of recovery in Dollars in the amount (if any) by which such actual receipt shall fall short of the full amount of Dollars expressed to be payable in respect to the principal of or interest on the Loan and the Note and all other amounts due hereunder, and shall not be affected by judgment being obtained for any other sums due under this Agreement or the Note

 

4.3 the borrower rights Section payment in advance of the 4.3 Borrower's Right to Partial Prepayment

On any interest payment date, the borrower shall have the right in the letter or telex notice days in advance (notice is not irrevocable) bank, have the right to advance repayment of principal and interest, the repayment in full or in part. Each part of the advance payments shall not be less than $ , and in reverse order to repay. Early repayment of part shall not borrow.

The Borrower shall have the right on not less than thirty (days'written) Business or telex notice (which notice shall be irrevocable) to the Bank specifying the amount and date of prepayment, to prepay the Loan in full or in part, together with accrued interest thereon, on any Interest Payment Date. Each partial prepayment shall be in integral multiples of and shall be applied first to unpaid installments of principal of the Loan in the inverse order of maturity thereof. The amounts so prepaid may not be reborrowed hereunder

 

4.4 Section 4.4 Reimbursement. compensation

The borrower shall cost based on the following reasons that banks and losses incurred (including loss of profits) compensation. (bank losses and expenses including but not limited to: bank interest below contract for loans and the costs, expenses and losses) (a) the loan was not in the day of signature; (b) the interest payment date other than the repayment and early repayment. Banks should take these costs, expenses and losses made certificate, sent to the borrower. This certificate, if there is no obvious interest or transmission errors should be binding.

The Borrower will reimburse the Bank for all costs, expenses and losses (including loss of profit) incurred by the Bank (including, without limitation, costs, expenses and losses incurred in connection with the acquisition or liquidation of deposits or other funds acquired by the Bank in order to make or maintain the Loan or in connection with the re-- employment of such deposits or other funds following the payment or prepayment of the Loan at rates lower than the rate of interest on the Loan as provided for by this Agreement except for loss of profit accruing after the Interest Payment Date next succeeding such payment or prepayment) by reason of (a) the Loan not being made on the date hereof, or (b) the payment or prepayment of any principal of the Loan on a date other than an Interest payment Date. The Bank shall describe and certify any such costs, expenses and losses incurred by it to the Borrower, and such certification and notice shall be binding and conclusive in the Absence of manifest error in computation or transmission

 

The Section 4.5 Taxes. 4.5

(a) all of note, the principal and interest of the loan, and in connection with this Agreement and the borrower issuing bills payables payment should be without any fees and taxes, by the member states of the X or any department, agency, the political branches and taxation authority or an organization's force, transfer, acquisition raise (or this agreement, loan, bills, registration, authentication protocol or other legal procedures to perform, agreement as well as principal, interest, fees or any other payment caused) now or in the future all the income tax, stamp duty and other taxes, fees, forced loans and accrued expenses shall not reduce all accounts payable, tax fee includes also impose a punitive interest and penalties; (hereinafter collectively "tax"). If any tax is imposed, the borrower shall pay additional costs required to banks to ensure that banks have in notes to the Ming not containing tax net for money. All tax shall be borne by the borrower in the fine prior to the date of payment. In pursuant to applicable law to pay the tax within 45 days, the borrower should be duty paid original documents to the bank, if cannot deliver documents, evidence of payment shall be submitted the form or content may be satisfactory to the bank.

(a) All payments on account of the Note and the principal of and interest on the Loan and all other amounts payable under this Agreement or the Note by the Borrower shall be made free and clear of and clear of and without reduction by reason of all present and future income, stamp and other taxes, duties, fees, levies, imposts, deductions, charges, compulsory loans, withholdings or other charges whatsoever imposed, assessed, levied or collected by (Name of Country) or any department, agency or other political subdivision or taxing authority thereof or therein or any organization of which it is a member, together with interest thereon and penalties with respect thereof, if any, on or in respect of this Agreement, the Loan, the Note, the registration, notarization or other formalization of any thereof, the enforcement of any thereof, and any payment of principal, interest, charges, fees or other amounts made on, under or m respect of any thereof (herein Collectively called "Taxes" If any Taxes are). So levied or imposed, the Borrower shall pay to the Bank such additional amounts as may be necessary so as to assure the Bank that it will receive a net amount equal to the total amount of the payments provided for herein or in the Note which the Bank would have received if such amounts had not been subject to Taxes. All Taxes will be paid by the Borrower prior to the date on which penalties attract thereto, within 45 days after the date on which payment of any such Taxes is due pursuant to applicable law, the Borrower will furnish to the Bank the original of a receipt for the full payment of such Taxes or, if such is not available evidence of, such payment satisfactory in form and substance to the Bank

 

(b) the borrower will protect the bank or the holder of a bill is not affected by segmentation and to any tax in accordance with the requirements of the repayment actually paid by.

The Borrower will indemnify and hold harmless the Bank or holder of the Note against and will reimburse to any such party upon demand the amount of any Taxes actually paid by any such party

 

4.6 Section 4.6 Increased Costs. increased costs

During the term of this agreement, any change of applicable laws, regulations and rules of interpretation or management, changes made or is responsible for the explanation or the management of the government departments, or changes in fiscal or financial institution instruction (regardless of whether they have the force of law) will change the bank payment the gold or interest, the amount or related this Agreement and any other payments tax base; or compulsory, modify or assume any reserve, special savings and assets, or to expand credit account or savings based on similar requirements; or imposed on the bank or any other London inter bank market of this agreement, the loan or note of the conditions that affect, or may lead to bank loans or maintain loans increased costs, or reduce the bank shall collect payment for results, in this case, the borrower shall pay to the bank in accordance with the requirements of such additional funds to reimburse the bank increased costs or reduced income. By the proof of the compensation amount necessary to determine banks issued shall be sent to the borrower, unless there is a manifest error in computation or transmission, the proof will be conclusive as to the file and determine the amount of compensation.

On and after the date of this Agreement in the event that any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any govern mental authority charged with the interpretation or administration thereof or in any directive of any applicable fiscal or monetary authority (whether or not having the force of law) shall change the basis of taxation of payments to the Bank of the principal of or interest on the Loan or the Note or in respect of any other amounts due under this Agreement or shall impose, modify or deem applicable any reserve, special deposit or similar requirements against assets of, deposits with or for the account of, or credit extended by, the Bank, or shall impose on the Bank or the London interbank market any other condition affecting this Agreement, the Loan, or the Note and the result of any of the foregoing is to increase to cost to the Bank of making or maintaining the Loan or to reduce the amount of any sum receivable By the Bank hereunder, then the Borrower shall pay to the Bank upon its demand such additional amount or amounts as will compensate the Bank for such additional cost or reduction. A certificate of the Bank setting forth the basis for the determination of such amount necessary to compensate the Bank as aforesaid shall be delivered to the Borrower and shall, save for manifest error in computation or transmission, be conclusive as to such determination and such amount

 

4, 7 Section 4.7 Change of Law. legal changes

Regardless of whether there are other provisions, changes in any applicable laws, regulations and rules of interpretation or management, changes made or is responsible for the explanation or the management of the government departments, leading to bank (1) commitment; or (2) make or maintain the loan behavior become not under contract, the bank shall notify the borrower and in written form to the borrower to submit such changes. Made by the bank to the borrower of the change notification based on, the commitment of the bank is terminated, and all loan principal and unpaid bills, along with all other payments of interest and in accordance with this Agreement shall be paid to the bank shall be calculated on subsequent to such changes, or in accordance with the provisions of the bank earlier date to complete the payment.

Notwithstanding any other provisions herein, in the event that any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof shall make it unlawful for the Bank to (1) honor its Commitment, or (I) make or maintain the Loan, the Bank shall notify the Borrower and shall furnish the Borrower, in writing, evidence certified by the Bank of such change. Upon such notice by the Bank to the Borrower of the change, the Commitment of the Bank shall terminate and the aggregate principal amount of the Loan and the Note then outstanding, together with interest accrued thereon and any other amounts payable to the Bank under this Agreement shall be repaid on the Interest Payment Date next succeeding the date of any such change or on such earlier date as is specified by the Bank

 

Fifth representations and warranties of Article 5Representations and Warranties

To enable the bank to enter into this Agreement and to make and maintain the loan, the borrower to the bank to make the following statement and guarantee.

To induce the Bank to enter into this Agreement and to make and maintain the Loan, the Borrower makes the following representations and warranties to the Bank

 

5.1 set up the company and Section Due Incorporation Qualification. 5.1 qualification

The borrower is in accordance with the X law formation, validly existing and in good standing (specific physical form), and its own assets to set up and to manage the business, and according to the characteristics of property owners or business must be a qualification in each jurisdiction has such qualifications.

The Borrower is a (specify) type of entity duly organized, validly existing and in good standing under the laws of (Name of Country) and it has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business in each jurisdiction in which the character of the properties owned by it therein or the transaction of its business therein makes such qualification necessary

 

5.2 Section 5.2 Capacity ability and power of and Authorization

The borrower has full power and authority to enter into this agreement, signed the bill and borrowing money, assume the obligation; all the actions in the proper and necessary corporate action authorized.

The Borrower has full power and authority to enter into this Agreement, to make to borrowings, to execute and deliver the Note and to incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate action

 

5.3 agree with Section 5.3 Consents and Registrations. registration

Anyone based on this Agreement and the note, the performance of service, execution, validity or enforceability or paid all the required authorization, consent, approval, registration, declaration, exemption and franchise (except in the Central Bank of China foreign exchange is not applicable where outside) shall be complete and have the legal effect.

All authorizations, consents, approvals, registrations, declarations, exemptions and licenses with or from any person which are required in connection with the execution, delivery, performance, validity or enforceability of or payment under this Agreement and the Note (except central bank permissions to remit foreign exchange which are not available at this time) have been obtained and are in full force and effect

 

5.4 the legitimacy and mandatory Section 5.4 Legality and Enforceability

This Agreement and in accordance with the agreement issued and delivered a mandatory obligation in accordance with the provisions of the X bill right of the state court for the borrower's legal, valid and binding.

This Agreement constitutes, and the Note when issued and delivered pursuant hereto will constitute, the legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms in any competent court in (Name of Country)

 

5.5 other ancillary documents Section 5.5 Compliance with Other Instruments

This Agreement and its subsidiary in terms of execution and delivery, as well as issued by the bill, are not caused by a borrower to a party or by the borrower to make or property constraints of contract, agreement, decision or instruction, documents related to, or based on the borrower violation memorandum or the company's articles of terms and conditions, the lien, the borrower and property in trust or immovable property claims, some fault (notice or time has passed or both have both at the same time), or debt holders announced the same debt situation, any terms but also not violate applicable law.

The execution and delivery of this Agreement and compliance with its terms, and the issuance of the Note as contemplated therein will not result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any properties of the Borrower pursuant to, or constitute a default (with due notice or lapse of time or both) or result in an occurrence of an event for which and holder or holders of indebtedness may declare the same due and payable under, any indenture, agreement, order, judgment or instrument under which the Borrower is a party or by which the Borrower or its property may be bound or affected, or under the Memorandum or Articles of Association of the Borrower, and will not violate any provision of applicable law

 

Section 5.6 Financial Statements. 5.6 to the financial statements

The borrower in the , and with the fiscal year profit and loss report and has not the copy will be sent to the bank's balance sheet should be based on keeping consistency in country X generally acceptable accounting standards to the end of the period of preparation, complete, correct and fairly reflect the financial position during the and not operating results. On the same day issued a statement of assets and liabilities and shall not contain any borrower that directly or indirectly, significant debt fixed fee or royalty rates; and since the issuance of the balance sheet after the borrower, property status, business (financial or otherwise) on adverse change does not exist and management.

The balance sheet of the Borrower as at, and the related earnings statement of the Borrower for the fiscal year then ended, copies of which have been furnished to the Bank, are complete and correct and fairly present the financial condition of the Borrower as at such date and the results of its operations for the period ended on such date and have been prepared in accordance with generally accepted accounting principles in (Name of Country) appled on a consistent basis. There are no material liabilities, direct or indirect, fixed or contingent, of the Borrower as of the date of such balance sheet which are not reflected therein or in the notes thereto. There has been not material adverse change in the business, properties, condition (financial or other or operation of the Borrower) since the date of said balance sheet

 

5.7 major adverse conditions of Section 5.7 Material Adverse Events

In addition to the self ____ form by the borrower to the bank disclosure content, regardless of the borrower company (financial or otherwise), business and the borrower's property shall not in any way material adverse effect.

Except as heretofore disclosed by the Borrower to the Bank in writing, since, neither the condition (financial or otherwise), the business nor the properties of the Borrower have been materially and adversely affected in any way

 

5.8 proceedings and other Section 5.8 Litigation, Etc

Divided by the written form by the borrower to the bank disclosure, there shall be no adverse decision making any law or in equity principles will be on the business, property and the status of the company (financial or otherwise) adversely affect the pending litigation, case or judicial proceedings (whether or not in the name of the borrower) or the borrower against the threat, or the existence of the influence of. The borrower shall not violate seriously affect the operation and / or the status of the company (financial or otherwise) the relevant applicable laws and / or regulations, are not allowed to violate the court or any person making orders, writs, ban, or law, and any party or borrowers to loans are bound by it, the default is likely to the borrower's business, property or the status of the company (financial or otherwise) contracts, agreements or other documents have a significant adverse impact.

Except as heretofore disclosed by the Borrower to the Bank in writing, there are no actions, suits or proceedings (whether or not purportedly on behalf of the Borrower pending or to), the knowledge of the Borrower threatened, against or affecting the Borrower, at law or in equity, before or by and person, which, if adversely determined, would have a material adverse effect on the business, properties or condition (financial or otherwise) of the Borrower. The Borrower is not in violation or default with respect to any applicable laws and/ or regulations which materially affect the operations and/or condition (financial or otherwise) of the Borrower nor is it in violation or default with respect to any order, writ, injunction, demand or decree of any court or any Person or in violation or default in any material respect under any indenture, agreement or other instrument under which the Borrower is a party or may be bound, default under which might have consequences wh ICH would materially and adversely affect the business, properties or condition (financial or otherwise) of the Borrower

 

The Section 5.9 Taxes. 5.9

Allow the borrowers in the agreement and the note for condition based on the notes to make all payments hereunder, the reimbursements to the bank shall be without any fees and taxes, and the payment bank received pay no tax. The borrower to pay all taxes in accordance with the agreement.

The Borrower is permitted to make all payments hereunder or under the Note as provided in the Agreement and the Note, all such payments to the Bank shall be free and clear of any Taxes and such payments when received by the Bank will not be subject to Taxes. The Borrower is permitted to pay all Taxes as provided in this Agreement

 

Section 5.10 Documentary Tax. 5.10 document tax

 

This agreement, bills and guarantees are not containing any stamp duty or document tax or other similar charges, including but not limited to X country or any government branches or taxation authority registration tax, stamp tax in accordance with the exception X country's tax code.

Neither this Agreement, the Note nor the Guaranty is subject to any stamp or documentary tax or other similar charge, including but not limited to any registration tax of (Name of Country) or any political sub--division or taxing authority thereof or therein, except stamp duty under the (Name of Country) Revenue Code

 

Exemption from the Section 5.11 Immunity. 5.11

The borrower in the first bear agreement obligations and liabilities, and the borrower signed this protocol notes receivable and performance of a private and business behavior rather than government and social behavior. The borrower and property shall not enjoy the relevant obligations under this agreement based on the sovereignty or due to the pin debt, litigation, judgment or execution of the right of immunity from.

The Borrower is subject to suit with respect to its obligations hereunder and the borrowings by the Borrower hereunder and the execution, delivery and performance of this Agreement and the Note by the Borrower constitute private and commercial acts rather than governmental and public acts. Neither the Borrower nor any of its assets enjoys any right of immunity on the grounds of sovereignty or otherwise from setoff, suit judgment or, execution in respect of its obligations under this Agreement

 

5.12 Section 5.12 Title. rights

The borrower for the reflected in the property and capital, in accordance with sub clause 5.6 of the agreement to the borrower issued a statement of assets and liabilities and related illustration, and enjoy a good can be sold in all property rights issued by the balance sheet and the borrower to obtain and capital; and the property or capital, in addition to disclosure in accordance with Clause 5.6 the balance sheet and the related notes recent persons, shall not contain lien debt (including real estate mortgage or securities collateral).

The Borrower has good and marketable title to its properties and assets reflected in the balance sheet and related notes of the Borrower as at, referred to in Section 5.6 and all properties and assets acquired by the Borrower thereafter and prior to the date hereof; and none of such properties or assets are subject to any lien (including any encumbrance or security interest), except as disclosed in the most recent balance sheet referred to in Section 5.6 and the related notes

 

The Section 5.13 Taxes. 5.13

The borrower shall apply for or in accordance with the laws, regulations or argued for the borrower or its assets tax jurisdiction of the government departments or publish taxation authority commands required by the tax rebate. The borrower paid, or have agreed to pay all taxes, or may be associated with the refund fees and other government fees; in addition to the tax, if the borrower to collect taxes, it will serve as the fund savings (X country in accordance with generally accepted accounting principles). In the borrower's accounts about tax cost, fruits, reserve (X country in accordance with generally accepted accounting principles) is appropriate. The borrower knows, in addition to submit to the bank's financial report content, without any major tax payments, and such a request and not to extend any tax payment time is invalid.

The Borrower has filed or caused to be filed all tax returns which are required to be filed by it pursuant to the laws, regulations or orders of each governmental entity or taxing authority withtaxing power over 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 C Name of Country 3) 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 Country3) 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 e Ffect or has been requested except as disclosed in the financial statements furnished to the Bank

 

5.14 bad contract and instruction Section 5.14 Adverse Contracts and Orders

Outside dividing the written form to the banks to disclose the contents of the borrower shall, as to its management, property or the status of the company (financial or otherwise) have a significant adverse impact, indicating contract, power of attorney, internal company rules or other restrictions of cooperation documents or by any person instructions, law or Court (hereinafter referred to as the limit document) a party or to be bound by them; or does not perform any obligations or conditions to comply or contain a complete this kind of restrictive in the file.

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

 

5.15 equal to 5.15 Pari Passu. Section

In accordance with the provisions of this Agreement and the note obligations of borrowers in the obligations of the borrower are arranged in the order of payment and all other borrowers debt is at least equal.

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

 

5.16 Section 5.16 Legal Form. legal form

This agreement, bills and secured by   Law is the appropriate legal form, but also in its various provisions give force to force the program in X's court against the borrower.

 

This greement, 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)

 

5.17 the guarantor Section 5.17 The Guarantor

The guarantor according to   Legal form and has a good reputation, and has full capacity, authorization and legal power to guarantee documents signed guarantee honour debt, and perform and observe the security file clause; after the guarantee signed documents that have the force of law, effective and the guarantor in the X state court of competent jurisdiction according to the clause and the enforceable.

The Guarantor is duly organized and in good standing under the laws of C 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 anycompetent court in (Country) of (Name)

 

Sixth a loan conditions of Article 6Conditions of Lending

6.1 from the date of payment or payment before the date of this agreement, the bank loan obligations depends on all the obligations of the borrower to implement the provisions of this Agreement and to the bank's satisfaction to meet the following prerequisites:

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 receives the formal signing of the loan principal bill;

The Bank shall have received the duly executed Note in the principal amount of the Loan"

 

(b) the bank receives the signed letter of guarantee, its form and content should be satisfactory to the bank;

The Bank shall have received the duly executed Guaranty, and such Guaranty shall be in form and substance satisfactory to the Bank

 

 

(c) (1) all the terms, covenants and conditions for borrowers to abide by and comply with the agreement is binding on it; (2) the borrower in the loan and loan not previously the occurrence of an event of default, and along with the notification sent and the passage of time, did not constitute a breach of contract events; (3) fifth in the statement and is guaranteed to be authentic, and like the loan was made representations and warranties;

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 guarantor has been borrowing requirements relating to this agreement, notes and guarantee the necessary Government consent, which should include the use of loans, allow borrowing, repayment of principal schedule, in dollar loan interest, according to the provisions of this Agreement and the items of negotiable instruments guarantee production, and all other scheduled payments and associated with the predetermined transaction should also pay matters. All these should be fully effective;

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 receives the borrower (the central bank) agreed to loan and borrower pursuant to this Agreement and the note, accept the license to copy of a remittance of $confirmed;

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 receives copies the borrower and guarantor to take legal action authorized to sign this agreement, bill, letter of guarantee and loan approved, should include other file copy file copy and bank the 2 refers to the government agreed to the reasonable requirements of the. Take legal action shall be in form and substance to the bank and its lawyers satisfaction;

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 receives the legal opinion: (1) the borrower lawyer should be basically in accordance with Annex 3 format, and other reasonable requirements so that banks with bank; (2) the X country distinguished lawyers bank to bank requirements, matters relating to this Agreement including but not limited to, in accordance with the relevant provisions of this agreement bill and the guarantee of enforcement of opinion: (3) the banks require other legal opinion provided;

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 Chereto 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 receives each participant permissions that: (1) that represent the borrower signed the agreement; (2) represents the guarantor has signed letter of guarantee that the person; (3) that delegates signed the bill borrowers to people (4) that have signed this Agreement and allow statement, report, certificate and other documents and borrowing as a representative of the implementation of this contract;

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 theGuarantor (III), who will execute the Note on behalf of the Borrower (lV), 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 receives the specimen signature of each person appointed according to the provisions of the H confirmed;

The Bank shall have received the authenticated specimen signature of each person named pursuant to the preceding paragraph (H)

 

(J) the bank should be in accordance with the transaction contemplated by this Agreement and the reasonable requirements of the part and more information and documents, including a record, and these documents shall be confirmed by the proper legal authority of the party.

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

 

The seventh agreement for Article 7Covenants

As long as the borrower loan, the borrower should pay all the bills and perform the all other obligations, except the scope of bank in written form in addition to;

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 I writing

 

Section 7.1 Financial Statements. 7.1 to the financial statements

The borrower shall, in each fiscal year the end of the first half after no more than a bank within 60 days submit not audited balance sheet and income statement, completely and correctly articulate and fair representation finances.

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 unaudited 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;

 

7.2 Section 7.2 Reports

(a) the borrower default in five days after the event. In any case, should as soon as possible to submit a report to the bank, or with the notification sent and the passage of time, an event will constitute an event of default, or in the submission of the report, an event of default is continuing, the borrower management should elaborate on this event of default and the borrower plans to take relevant actions in the report;

(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 submit the reasonable demands at any time by the bank's other data, report or statement to the bank, and allow the bank or its agent at any reasonable time to examine the borrower's property, and inspection, audit, review the borrower's books or records and abstract extraction.

(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

 

7.3 Section 7.3 Pari Passu Treatment. equal treatment

The borrower under this Agreement and the note of the obligations under the borrower shall at least and other related all debt at equal priority status. The borrower should not now or in the future for other debt guarantee in its existing or future assets or income according to put any mortgage, lien, guarantee or other expenses (except in the normal business activities of the trust receipt), unless extended guarantee the interests and the borrower in this Agreement and the note, a at the same time and obligations under equal proportion. The borrower to ensure compliance with all of the appropriate jurisdiction of local law to the borrower at least equal in this Agreement and the note, and other debt obligations under.

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

 

7.4 Section 7.4 Maintenance of approval and registration of Consents and Registrations

The borrower should also follow the applicable law, and according to the bank at any time, any modification or supplement to this Agreement and the note matters; the demands and expectations of government agencies agree, licensing, approval or authorization and registration, and to take all necessary and appropriate action to ensure that the acquired all agree, licensing, approval, authorization and validity of registration; if the borrower in the loan within 90 days after delivery (the central bank) bank loan registration certificate (and Investment Committee thirty-seventh ratifications) copy of the approved.

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 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

 

7.5 Section 7.5 Insurance

The borrower may at any time by the insurance costs of their own, and always in a reasonable agreed to by the bank acceptable to the insured property of all buildings or the borrower's part of the property insured. The borrower application the insurance cost is similar to business and has a similar property companies with the borrower basic same business area used to some risk to the responsible and insure the reputable insurance company or organization to its property.

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 samegeneral areas in which the Borrower operates

 

7.6, the business behavior of Section 7.6 Maintenance of Existence; Conduct of Business

The borrower will maintain and continue its legal status, and now the same business, the necessary of the normal business practices and desirable for the rights, privileges and concessions, in business in order to maintain good operating order and state the required and necessary property, to comply with all applicable to any legal person laws and regulations, and may be one of the parties and its property may be constrained to any contract, agreement or other document terms, and if it does not comply with the above rules, will cause serious negative impact on the financial situation.

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

 

The eighth event of default Article 8Events of Default

8.1 if any of the following one or more events of default, or the events of default is continuing (what, is whether the default event cause or effect is voluntary or involuntary, or by law enforcement or according to the judgment of any court, command, or any administrative or governmental agencies, rules, regulations and orders and the decree):

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) the borrower fails to according to the terms of this Agreement and bills to pay the loan principal and interest accrued or notes, or any other payables, when the same loan provisions under the terms of the agreement expires and shall pay, (whether or not expired, should according to the motion in advance repayment or other); or

(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 internation to prepay or otherwise): or

 

(b) the borrower fails to comply with any other terms and agreements or documents, agreements or bilateral agreement; or,

(b) Failure by the Borrower to perform or observe any other term, covenant or agreemeet contained herein or in the note; or

 

(c) any statement and guarantee the borrower made and declared in any proof, according to the agreement delivery report or opinion and ensure proved to be incorrect or in major misunderstanding; or

(c) 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 prover to have been incorrect or misleading in any material respect when made; or

 

(d) any registration, the government's consent or approval of or in connection with the contract requirements, notes and guarantee expiration or termination, repealed or modified in any way or is invalid; 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) the borrower or guarantor illegal performance that matters it is set in the paper and the guaranty of any obligations and other predefined document; 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 reject or modify its obligations under the guaranty; or

(f) The Guarantor shall renounce or modify its obligations under the Guaranty; or

 

(g) the borrower or guarantor does not expire or repayment of debt at the appropriate time; not to observe or perform can prove that the debt and any agreement for the debts of the terms in the contract or agreement; if the result does not perform is accelerated, or allows the holder to accelerating the implementation of part of the obligation, maturity payment and other obligations, whether accelerated or the default abandoned; 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 bolder 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 guarantor adjudged bankrupt or no debt paying ability, or a loan expires without written declaration of solvency, or for the benefit of creditors of the transfer, the borrower or guarantor to select all or part of the property to apply for or consent to the receiver, trustee or similar officer; such recipient, the trustee or similar officer is not the borrower or guarantor application and approval and the continuous existence of selected selected 14 days can not be revoked; the borrower or guarantor (according to the request, request, reply, agree and others) have been unable to repay the loan, bankruptcy, bankruptcy reorganization, consolidation, and then adjust the property, out of debt, and a similar degree of liquidation in accordance with the law and jurisdiction, or to some borrowers and guarantors of the program (according to the request, the application or other), and the program was not started within the period of 14 days; issue of judgment, warrant, warrant or execute documents and other formalities, part of the borrower or guarantor or confiscation of property, and the verdict, writ, and similar procedures on the issue or confiscation of property at fourteen days postpartum not Rescinded or revoked; 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 undischarged 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 undismissed 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 withi N fourteen (14) days after its issue or levy; or

 

(I) the borrower about monetary property of final adjudication, such as more than $ or considerable quantity, should be made at any time after the final award or, in fourteen days after registration within the ruling, the ruling has not been revoked, fulfill or perform, suspended pending appeal within fourteen days upon expiration of the term of state, after the suspension, the ruling cannot be revoked or perform; 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 (14 days after the expiration) of any such stay, such judgment shall not have been discharged or satisfied; or

 

(J) the borrower or guarantor of all or part of the basic property is condemned, confiscation or be appropriated, or authorized by the government (in accordance with the law or in fact) custody and control by any person or entity to assume or to bear the property, the borrower and guarantor cannot by any person or any entity to all or part of its property management control;

(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;

 

The occurrence of any event of default and continue, will result in immediate termination of the loan of bank loans, banks can announce the loan principal and interest accrued and bill immediately due, and should pay, therefore, the loan principal and interest accrued and other should pay the money immediately due and payable, need not prompt, notice for payment, as refusal of acceptance certificate or any species, all of these have the borrower express waiver. If any event of default h items in Paragraph 8.1, loans and bills will be immediately due and payable, without the need for the borrower to declare or notice.

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

 

 Ninth jurisdiction of Section9Jurisdiction

9.1 the borrower with Yifan is legal action and decision due to the breach of this agreement, the relevant bills and other predetermined file or set event execution may be brought in state court in California or South California Federal District Court, or bring in any court in XX's or his local courts, banks may exercise jurisdiction the right to choose the court, and the signed in this Agreement and after delivery, the borrower shall be subject to the jurisdiction is not irrevocable and five conditions.

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 CORT in (Name of Country) or elsewhere, as the Bank may elect, and by execution and delivery of the Agreement the Borrower irrevocably and unconditionally submits to each such jurisdiction

 

9.2 Section9.2 Service of Process.

If the borrower does not irrevocably and unconditionally, commissioned by the designated and authorized company acts as an agent of its reception in any proceedings relating to the contract and bill filed by summons. The borrower agrees to the agency did not notice the borrower will weaken and influence based on the above matters in respect of any litigation effectiveness of service award. The borrower then not irrevocably agree to a summons from the proceedings of the court by registered mail, by air mail, postage prepaid, according to the specified in section 10.5 of borrowers address service to the borrower, however, the bank shall not limit permitted by law any way summons. The representations and warranties, as long as the bank to comply with this Agreement and the note, it will in order to facilitate bank in any legal proceedings summons and handle other legal procedures in the maintains a formal the designated agent bank satisfactory, and the bank's response surface form of the agent's identity and residence consulting.

The Borrower hereby irrevocalby and unconditionally designates, appoints and empowers CT Corporation System, presently located at as its agent to., receive for and on ist behalf service of process in in any action or proceeding with respect to this Agreement or the Note.Tthe Borrower agrees that the faliure 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 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

 

The location of Section 9.3 Venue. 9.3

The borrower to the maximum extent permitted by law, not irrevocably waives any objections to now or later filed in court or in any way resulting from or in connection with this agreement or any action or proceedings instruments designated venue, to bring in the court proceedings, not irrevocably dropping from the court the inconvenience for the reason to request.

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 courts of the State of or and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum

 

Tenth other Article 10Miscellaneous

 

10.1 protocol integrity of Section 10.1 Entire Agreement

The full appendix, constitute a complete agreement of parts and to reach an understanding between the parties and supersedes all prior related content, this matter all the agreement and understanding.

This Agreement with Exhibits embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relation to the subject matter hereof

 

10.2 of the cost of Section 10.2 Expenses

Regardless of whether the loan payment, the borrower shall on demand for all reasonable expenses (including the cost of Bank of, but not limited to, America lawyers bank chair or other lawyers fees, charges, and the B identified in other counsel to the bank charges, independent accountants and other experts cost, communication, travel and all other fees), and the costs associated with the following items:

The Borrower shall, whether or not the Loan is made, reimburse the Bank, on demand, for all reasonable expenses incurred by the Bank (including, without limitation, the fees and expenses of any special United States or other counsel to the Bank and, in the case of matters referred to in Clause (b) below, other counsel to the Bank independent accountants, and other experts and communication, travel and all other out-- of-- pocket expenses incurred in connection with)

 

(a) the negotiation, preparation, execution and delivery protocol, protocol, bills and other predefined file and the file management, and any modification, alteration, agreement and agree to give up;

(a) the negotiation, preparation, execution, delivery and administration of this Agreement, the Note and the other documents contemplated hereby or referred to herein, and any amendments or other modifications of, or waives or consents under, any thereof;

 

(b) agreement and the note, the executive; (b) the enforcement of this Agreement and the Note, and

 

(c) if an event of default and be continuing (regardless of whether the bank issued a notice of default event or take other action), the administration of this agreement.

(c) if an Event of Default shall have occurred and be continuing (whether or not notice of such Event of Default is given by the Bank or any other action is taken in respect thereof), in the administration of this Agreement

 

10.3 do not give up the Section 10.3 No Waiver

No bank or delay in exercising their rights under this Agreement shall be considered as a waiver of such right, single or partial exercise of any such right shall not preclude the exercise or further exercise of these rights or other rights in any other way. The borrower of any provision of this agreement or the bill to give up and objection unless the bank agreed in writing and signed opinions, is absolutely null and void. The waiver or consent only in exceptional circumstances for a specific purpose is valid. In any case, if the borrower had not received any notification or request, the borrower will have access to the other and further notice and claim in similar or other circumstances. The rights and remedies are cumulative, and does not support the legal constitution of exclusive rights and requirements.

No failure or delay on the part of the Bank in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder. No waiver of any provision of this Agreement or the Note and no consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Bank, and the such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall, of itself, entitle the Borrower to any other or further notice or demand in similar or other circumstances. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law

 

10.4 Section Survival. to 10.4

The borrower announced statement and guarantee, is still valid in the loan payment obligations of the borrower, in 2.7, 4.2, 4.4, 4.5, 4.6, 10.2 under item continue to repay the loan and the cancellation of the note effective.

The representations and warranties of the Borrower set forth herein shall survive the making of the Loan and the qbligations of the Borrower under Sections 2.7, 4.2, 4.4, 4.5, 4.6 and 10.2 hereof shall survive the repayment of the Loan and the cancellation of the Note

 

10.5 Section 10.5 Notices. notice

 

According to this agreement or any instrument communication, request or notice in the formal transfer shall be in writing or by telex or telegram mode effectively, the format is as follows:

Any communication, demand or notice to be given hereunder or with respect ot the Note shall be duly given when delivered in writing or sent by telex or authenticated cable as follows: +If to the

 

Or, for any one party, if the other address should explain to other parties in written notice. All mail from one country to another country should notice as first class air mail, postage prepaid. Unless otherwise specified, all by registered air mail notification and requirements, in which they were sent shall be deemed received notice requirements, and fax transmission transmission time that is regarded as the time of receipt.

Or, as to each party, at such other address as such party may designate by notice in writing to the other party. All notices by mail from one country to another shall be sent as first class, postage prepaid, airmail. Except as otherwise provided herein, all notices or demands sent by registered airmail shall be deemed received days after they have been sent and notices or demands sent by telex shall be deemed received at the time of the dispatch thereof

 

Applicable law for Section 10.6 Governing Law. 10.6

This agreement, bills and under this agreement, the rights and obligations of the parties apply the laws of the state of California and Illinois the legal interpretation.

This Agreement, the Note and the right and the obligations of the parties hereunder and thereunder shall be governed by and construed in accordance with the laws of the State of California

 

10.7 severability of the Section 10.7 Separability of Provisions

This agreement is prohibited or unenforceable any jurisdiction of any of the provisions of the jurisdiction, the prohibited or unenforceable extent invalid, other terms does not make the agreement, or the provision in any other jurisdiction is valid and enforceable.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, not be effective to the extent of such prohibition or unenforceability without invalidation the remaining provisions hereof or affection the validity, or enforceability of such provisions in any other jurisdiction

 

10.8 successors and assigns the Section 10.8 Successors and Assigns

 

The agreement on the borrower, banks and their inheritance.

This Agreement shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and assigns, except that the Borrower may not assign any of its rights and obligations hereunder. The Bank shall have the right at any time without the consent or notice to the Borrower to sell, assign, transfer, negotiate of grant participations in or otherwise dispose of all or part of the Loan outstanding under this Agreement or the Note. The Borrower shall at the request of the Bank execute and deliver to the Bank, or to such other party or parties as the Bank may designated, any and all further instruments as may be necessary or desirable to give full force and effect to such disposition. The Borrower hereby acknowledges and agrees that any such disposition will give rise to a direct obligation of the Borrower to the participant. The Borrower hereby authorizes the Bank and each participant in case of default by the Borrower hereunder to proceed directly by right of set-- Off, banker's lien or otherwise against and assets of the Borrower which may at the time of such default be in the hands of the Bank or such participant to the full extent of its interest in the Agreement, the Loan and the Note

 

10.9 languageSection 10.9 Language

Borrowers issued a notice in all, require, request, statement or other communication english. In addition to English is not used according to the provisions of this agreement, require delivery of financial statements, all documents should be accompanied by a certified English versions. Conflict in the original documents and English versions of the circumstances, regardless of objective English versions will be treated as text correctly binding;

All notices, demands, requests, statements or other communications to be made or given by the Borrower hereunder shall be in the English language. Any documents other than financial statements required to be delivered pursuant to this Agreement which are not in the English language must be accompanied by a certified English translation thereof and in the event of any conflict between the original of the document and the English language translation thereof, the English language translation shall for all purposes be deemed to be the correct and controlling version

 

10.10 title, Section 10.10 Headings, Etc

The different of the terms of this Agreement and the title clauses, are for convenience of reference only, do not constitute a part of the agreement, also does not affect the meaning and interpretation of any provision of this agreement.

The headings of the various sections and subsections hereof are for convenience of reference only, do not constitute a part hereof and shall not affect the nearing or construction of any provision hereof

 

10.11 accounting terminology Section 10.11 Accounting Terms

All accounting terms not defined in this special, should be applied and referred to in the 5.6 part of the preparation of financial statements, accounting standards, in accordance with generally accepted accounting standards interpretation. According to all the financial data to this Agreement shall be submitted to prepared according to these criteria.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 5.6 hereof, and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles

 

Modification of Section 10.12 Amendment. 10.12

Unless the written consent of the banks, of any of the provisions of this agreement or the bill shall not modify, change, add, discharged or terminated.

No provision of this Agreement or the Note may be amended, modified, supplemented, discharged or terminated, unless the Bank consents thereto in writing

 

10.13 copies of Section 10.13 Counterparts

This Agreement shall be signed by the parties any number of copies and respectively in the copy of signed, signed and delivered in a copy of any life is the original file, but all of which together constitute one and the same file copy.

This Agreements may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument

 

Both sides in the agreement, the first of the date signed this contract, in witness whereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written

 

ABC company credit bank

ABC COMPANY CREDIT BANK, N.A.

 

Signature: signature: