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， 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）the enforcement of this Agreement and the Note， and
（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.
Section 10.3 No Waiver
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 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.
Section 10.4 Survival
The representations and warranties of the Borrower set forth herein shall survive the making of the Loan and the obligations 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.
Section10.5 Notices
Any communication， demand or notice to be given hereunder or with respect to the Note shall be duly given when delivered in writing or sent by telex or authenticated cable.
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.
Section 10. 6 Governing Law
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.
Section 10.7 Separability of Provisions.
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 invalidating the remaining provisions hereof or affecting the validity， or enforceability of such provisions in any other jurisdiction.
Section 10.8 Successors and Assigns
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.
Section10.9 Language
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.
Section 10. 10 Headings
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.
Section 10. 11 Accounting Terms
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.
Section 10.12 Amendment
No provision of this Agreement or the Note may be amended， modified， supplemented， discharged or terminated， unless the Bank consents thereto in writing.
Section 10.13 Counterparts
IN WITNESS WHEREOF， the parties hereto have caused this Agreement to be duly executed as of the date first above written.
CO. LTDBANK
By reprensentative： (Signature)By reprensentative： (Signature)
注释：
1. loan 作为可数名词时，表示“贷款”；用作不可数名词，表示“借贷”的动作。如：
The rest can be obtained through bank loans. 剩余的可通过银行贷款解决。
