ate 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.
 
Section 4.7. Change of Law
 
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 (I) honor its
Commitment, or (II) 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.
 
Article 5 Representations and Warranties
 
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.
 
Section 5.1. Due Incorporation Qualification
 
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.
 
Section 5.2. Capacity and Authorization
 
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.
 
Section 5.3. Consents and Registrations
 
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.
 
Section 5.4. Legality and Enforceability
 
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].
 
Section 5.5. Compliance with Other Instruments
 
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
 
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] applied 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 sheets 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.
 
Section 5. 7. Material Adverse Events. 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.
 
Section 5. 8. Litigation, Etc.
 
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 which would materially and adversely affect
the business, properties or condition (financial or otherwise) of the Borrower.
 
Section 5.9. Taxes
 
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
 
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.
 
Section 5.ll. Immunity
 
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.
 
Section 5. 12.Title.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.
 
Section 5.13. Taxes
 
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 with taxing power o

上一页  [1] [2] [3] [4] [5] [6] [7] 下一页