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 of 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. During__________________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 alternative basis being hereinafter referred to as the“Substitute Basis”)for funding the Loan. If within_______________days following 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 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 is understood that the Banks interest rate shall be a rate per annum equal to_______________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 interest 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.
Section 2.7 Interest Rate on Overdue Principal
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 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（Ⅱ）_________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 interbank 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 in 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.
Section 2.8 Computation, Conclusive Determination
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.
Section 2.9 Use of proceeds
（a）The proceeds of the Loan will be used to finance a
(specify purpose).
（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.
Article 3 Letter of Credit
Section 3.1 Letter of Credit
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 4 Payments
Section 4.1 Payment
