Except_________as heretofore disclosed by the Borrower to the Bank in writing, since, neither the condition (financial or otherwise) of the business nor the properties of the Borrower have been materially and adversely affected in any way.
Section 5.8 Litigation
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 any 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), 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 subdivision or taxing authority thereof or therein, except stamp duty under the_________(Name of Country) Revenue Code.
Section 5.11 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 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_______________(Name of Country)) have been provided. The charges, accruals and reserves in respect of taxes on the books of the Borrower（determined in accordance with generally accepted accounting principles in_______________(Name of Country) )are adequate. The Borrower knows of no proposed material tax assessment against it and no extension of time for the payment of any tax is in effect or has been requested except as disclosed in the financial statements furnished to the Bank.
Section 5.14 Adverse Contracts and Orders
Except as heretofore disclosed in writing to the Bank, the Borrower is not a party to or bound by, or subject to, any contract, instrument, charger, by-law or other corporate restriction or any order, decree or judgment of any Person (the“Restrictive Documents”) which materially and adversely affects its business, properties or condition (financial or otherwise) or is in default in the performance, observance, or fulfillment of any of the obligations or conditions contained in any of such Restrictive Documents.
Section 5.15 Pari Passu
The Borrowers obligations hereunder and under the Notes rank and will rank at least pari passu in priority of payment and in all other respects with all other indebtedness of the Borrower.
Section 5.16 Legal Form
This agreement, the Note and the Guaranty are in proper legal form under the laws of_______________(Name of Country) and would be entitled to enforcement in accordance with their respective terms if proceedings for the enforcement thereof were brought against the Borrower in the courts of_________(Name of Country)
Section 5.17 The Guarantor.
The Guarantor is duly organized and in good standing under the laws of_______________(Name of Country) and has full power, authority and legal right to incur indebtedness under the Guaranty, to execute and deliver the Guaranty, and to perform and observe the terms and provisions of the Guaranty, and the Guaranty when duly executed and delivered will constitute the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms in any competent court in_______________(Name of Country).
Article 6 Conditions of Lending
