International loan contract
Borrower: ____________
Address Telephone:____________
Agent: ____________
Address Telephone:____________
Borrowing: ____________
Address Telephone:____________
This loan contract is dated ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Signed as a financial institution of the bank.
In view of the borrower's proposal to borrow from the bank, the banks separately and not jointly proposed loans to the borrower, totaling US$ ____ million. The parties agreed as follows:
Article 1 defines the following terms with the meaning indicated:
“Bank Workday” means the business day of the ____ interbank market and the bank’s trading of US dollar deposits in ____. ____ Bank workday means ____ Bank conducts dollar deposit trading days.
“Payment Day” has the meaning of the term in Article 2.2.
“Dollar” or “$” means the legal currency of the United States.
The “default event” has the meaning of the term in Article 11.1.
“Payment Date”: In the case of the interest period, the last day of this interest period.
“Interest period” means the period beginning on the date of payment, or on the last day of the previous interest period for any subsequent interest period, and ending on the day corresponding to the date of payment or on the last day of the sixth month thereafter .
“Loan Branch”, in the case of any bank, refers to a bank office designated in Appendix 1 or for the purpose of this contract, and the bank at any time informs the agent bank that the borrower is designated as its loan branch and other offices.
“____ Interbank Offered Rate”: For any interest period, it refers to any interest rate determined by the correspondent bank, and the average calculation calculated after the respective interest rates of the correspondent bank are notified by a number of reference lines. At 11:00 am on the working day before the start of a certain interest period, each reference bank shall provide the same amount of US dollar deposits as the above interest period to the major banks in the ____ bank interbank market at their respective interest rates. The amount of loans borrowed by internal prepaid loans and rounded up to a full multiple of US$ 10,000 is actually equal. However, if any reference line does not inform the interest rate in this way, the ____ interbank rate must be based on the interest rate of the remaining reference bank to inform the agent bank to determine the ____ interbank rate.
“Loan”: For any bank at any time, it refers to the loan that the bank makes according to this, or the loan on which the bank’s principal amount has not been returned. The “loan” at any time refers to all the banks at the above time. The sum of the loans.
“Loan Commitment”: For any bank, the stated amount is stated next to the bank name on the signature page of the loan contract.
“Most Loan Banks”: Any line that has a total loan commitment of more than 50% of the total loan commitment at any time prior to the payment of any loan, and at any time thereafter, has a loan that accounts for more than 50% of the total principal amount of the loan during that time. Various lines.
"Proportion": 1%.
“Notes”: Refers to each promissory note that proves any bank loan, basically in the format of Appendix 2.
“Reference Bank” means the head office of ____ Bank, ____ Bank and ____ Bank at ____.
“Subsidiary” means any entity at any time, more than 50% of the publicly issued voting rights of the entity or other shareholders' rights that are usually entitled to elect its directors or other management, actually owned by one or more entities of the borrower Either directly or indirectly controlled, or the borrower and one or more entities have actual or indirect control.
“Termination Day”: means ____________________.
“All loan commitments” means USD 10,000.
Article 2 Commitment and payment
2.1 Loan Commitment: Each bank, in accordance with the terms and conditions of this contract, agrees separately but not jointly, through its loan branch, to provide the borrower with a principal amount loan equal to the bank's loan commitment.
2.2 Notice and Borrowing Commitment: If the borrower wishes to borrow an amount equal to the full loan commitment, it shall be in accordance with Appendix 3, no later than 5 banking days before the date of the above-mentioned borrowing date. Format, send a notice to the correspondent bank about the day, which should be a bank workday before the termination date, and inform the account of ____, the loan income is credited to the account, and the above notice is sent to constitute the borrower The irrevocable promise of borrowing the above amount on the payment date.
2.3 Payment: The correspondent bank shall immediately notify the bank of the payment date by telex or telegram. Each bank shall provide the agent bank with the amount of funds equal to the loan commitment in accordance with the conditions stipulated in this contract at the time of payment ____ at the time of payment ____, in the form of funds settled by the ____ interbank clearing system, or by agent For the time being, the other funds settled in US dollars used for trading in international banks in ____ city are deposited into their account with ____ account number ____ -____, or notify other banks that they have designated other accounts, agents The bank shall credit the funds received to the borrower's account designated under Article 2.2 on the date of payment in accordance with the conditions stipulated in this contract.
Article 3 Repayment
3.1 Repayment: Except as otherwise expressly provided in this contract, the borrower shall repay the loan in ____ semi-annual period. The amount of each period is equal to one-third of the loan, but each period of the first period should be rounded to a full multiple of one dollar. The final period is the amount necessary to fully settle the outstanding loan balance. It shall be paid on the continuous interest payment date starting from the ____th interest payment date.
3.2 Voluntary advance repayment: The borrower must repay all or part of the full multiple of the amount of USD ____ million on the interest payment date. The borrower shall send an irrevocable notice to the correspondent bank regarding the above date and the amount of early repayment, no later than the 15 banking days before the date the borrower is willing to repay the loan. The fixed amount together with the interest on the interest-bearing date shall be paid on the same day for each bank at 0.5% of its prepayment amount. Partial prepayments shall be apportioned in proportion to the loan and repaid in reverse order in accordance with the instalments specified in Article 3.1. The amount repaid in advance shall not be re-borrowed under this contract.
3.3 Unlawful conduct: If any bank determines at any time, any law, clause or treaty or any change therein, or any change in its interpretation or application, causes the bank to proceed with the loan or to continue the loan or to claim or accept any amount payable. When it is lawful, the bank shall notify the borrower of the above decision. If the loan is delivered after the above loan is paid, the borrower shall repay the entire loan in advance on the interest payment date immediately after the notification date; or, if the bank determines that it is paying interest If the loan needs to be repaid before the date, according to the bank's request, the interest payable on the date of payment of the loan in advance and the other amount the borrower pays to the bank.
Article 4 Interest
4.1 Basic interest rate:
Except as otherwise stipulated in Article 4.2 or 4.3, each loan pays interest in the first interest period. From the first day of the interest period to the last day of the interest period, the annual profit is equivalent to the spread of the interest period plus ____ The amount of the interbank interest rate.
Except as otherwise expressly provided in this contract, interest payable on loans shall be paid on each interest payment date.
The agent bank shall notify the borrower and the bank immediately after each decision of the _ interbank rate.
4.2 Interest on delayed payment: If any amount payable by the borrower is due and unpaid, the interest of the above amount during the interest period shall be paid within the scope permitted by applicable law. From the date of payment to the date of payment of the above amount, the annual profit is equivalent. The daily spread during the interest period, 1%, and the maximum amount listed below: the quotation of the above-mentioned dollar deposits of the above-mentioned amount in the ____ interbank market; the ________ bank with the maturity date of the interest period as the interest payment date Interbank release rate; the interbank rate for the interest period beginning on the maturity date.
4.3 Alternative interest rate: If the correspondent bank makes a practicable negotiation with each bank, it is determined at any time that it is impossible to determine the _____ interbank rate for the next interest period, or the _____ interbank for the interest period The rate of release does not adequately reflect the cost of US dollar deposits obtained by most loan-right banks in the ________ interbank market during the interest period. The correspondent bank should immediately inform the borrower and the bank of the decision. If the notice is issued before the loan is paid, The bank's loan obligations under this contract shall terminate on the date of the notice. If the notice is issued after the loan is paid, each bank should inform the borrower of the interest rate as soon as possible, which is determined by the above bank's effective cost of providing the interest period loan to the bank plus 1%. Bank loan interest shall be interest-bearing during the interest period and at the interest rate specified in the bank's notice. At the request of the Bank, the Borrower shall sign and submit the documents required to fully and effectively implement the provisions of this paragraph, including but not limited to new notes to be signed and delivered by the Bank in exchange for the notes held by the Bank.
Article 5 Fees
5.1 Commitment fee: The commitment fee paid by the borrower to the bank loan amount of 0.5% per year from the effective date of the contract to the earlier of the payment date and the termination date, from the day after the third month thereafter. Beginning to pay quarterly to the earlier of the payment date and termination date.
5.2 Management fee: The borrower shall pay the management fee equal to 1% of the total loan amount to the management bank and pay it on the same day.
5.3 Agency Fee: The borrower shall pay the agency fee for the agent. Payment of ____ US dollars within 60 days after the earlier of the payment date and the termination date; if the borrower pays or repays any amount outstanding on the anniversary date of the withdrawal, the first anniversary of the withdrawal date Pay ____ dollars.
Article 6 Taxes
6.1 No offset, reversal or withholding: According to this contract, each payment or bill that the borrower shall make shall not be offset or reversed, and shall not be detained by any place or any political branch thereof. Any tax of any nature, current or future, imposed by the institution, or the tax authority, but if the law provides for the withholding of the tax from the above payment, the borrower shall withhold the bank or agency and pay it on time. Competent authority. A separate amount is then paid to each bank and the agent to ensure that the actual net value of the tax exemption for the bank or agent is equal to the income at the time the tax is not withheld. All such taxes shall be paid by the transferee prior to the date of payment of the fine or interest payment. However, if the above fine or interest is due, the borrower shall pay immediately to the competent government authority. If the agent bank or any bank is to pay any amount of the above taxes, penalties or interest, the borrower will, if required, apply the US dollar to compensate the agent or bank. If the borrower is required to pay any taxes, the above official tax receipt or certificate copy should be delivered to the agent bank within 30 days of the tax payment.
6.2 Stamp Duty: The Borrower shall pay a registration tax or transfer tax, stamp duty or similar tax and any fines and interest payable on any jurisdiction in connection with this contract or instrument. If the agent or any bank pays any of the above taxes, penalties and interest, the borrower shall compensate the agent or the bank as required.
Article 7 Payment; calculation
7.1 Payment of payments
The payables or notes of the Borrower in accordance with this contract shall be settled in US dollars, using the funds cleared by the ________ Interbank Clearing System, or at the discretion of the agent, at 11:00 am on the date of the above-mentioned payable date. For other funds settled in US dollars that are used by international banks in the ________ city, the account opened to the agent bank at ________ bank is the account number ________, or the other designated by the agent bank to the borrower account.
Where the due payment is made in accordance with the contract or on the note, or the date of termination of any interest on a particular day of a specified month, if there is no corresponding date, it shall be paid or terminated on the last banking day of the month.
7.2 Calculation ____ The interest and commitment fee payable under this contract shall be calculated on the basis of 1 year and 360 days and the actual number of days passed.
Article 8 Prerequisites
8.1 Conditions to be met before the payment date: The obligations of each bank loan shall be determined according to the following conditions: the agent bank shall receive a signed copy no later than ____________________________________________________________________________________________________ And a number of confirmed copies, or several copies of the other confirmed copies, are sufficient for all banks to hold the following files, each indicating the date of delivery, the form and content of which should be satisfactory to the correspondent bank:
The Borrower's Certificate and the subsidiary files specified therein are in the format basically in accordance with the format specified in Appendix 4.
The opinion of the borrower's lawyer is basically in accordance with the format specified in Appendix 5.
Submissions from local law firms, correspondent banks and local lawyers hired by banks are basically in accordance with the format specified in Appendix 6.
The submissions issued by the agent bank and the bank's specially appointed ________ lawyer are basically in accordance with the format specified in Appendix 7.
An irrevocable written undertaking made by the ________ letter accepting the appointment as the agent of the borrower to accept the summons, basically in accordance with the format specified in Appendix 8.
8.2 Additional conditions to be met at the time of payment or payment: The obligations of each bank loan shall be based on the following additional conditions:
No default event has occurred or has not continued on the payment date, or has not been due to the notification or the expiration of the time, or because of both, may constitute an event of default.
The agent has received the following documents at the time of payment or payment: the ____ notes certifying each bank’s loan commitments amount to the total amount of the bank’s loans, and the amount of each note is equal to the loan’s repayment amount. These notes are basically in accordance with the format of Appendix 2 and are determined in accordance with Article 3.1, formally signed and delivered, and indicate the date of payment; a signed copy of the signed and confirmed file, or a number of additional signed copies This will enable all banks to obtain such other files that meet the reasonable requirements of the correspondent bank and any bank, the form and content of which should be satisfactory to the agent.
Article 9 Declaration and Guarantee
The borrower declares and guarantees to each bank as follows:
9.1 The Borrower is a company formally established and validly existing under the laws of ________. It has the right to own its own property, engage in the current business, and complete the transactions contemplated by this contract.
9.2 The Borrower has taken all necessary actions to authorize the signing and submission of this Agreement and other files relating to this Agreement and to perform its obligations under this Contract and the Notes to complete the transactions contemplated by this Agreement.
9.3 This contract has been formally signed and submitted by the Borrower, and the notes signed and delivered by the Borrower constitute a legal, valid and binding obligation of the Borrower and may be enforceable against the Borrower in accordance with each of these terms.
9.4 All government permits and measures necessary for the approval of the loan or the validity or enforcement of this contract or instrument have been obtained or fulfilled and remain in force.
9.5 There is no and no continuation of any event of default, no termination of the notice or time, or due to the above two may constitute an event of default, the contract of the borrower as a party contains the obligation to borrow or provide credit. At the time of the obligation, there is no event of default and the above-mentioned default will not occur at the time of the loan.
9.6 The borrower or any subsidiary of the borrower, as a clause of any contract of a party, does not require the creditor of the borrower or the creditor of any subsidiary to agree or approve, nor does it need to notify the signing of this contract or instrument, The performance of the obligations under the Submission, this contract or the notes, and the transactions contemplated by this contract. The above signing, submission, performance and conduct will not violate the company's articles of association, the rules and any contract documents of the borrower or any subsidiary, as well as the judgments, orders, laws, regulations or regulations applicable to the borrower or subsidiary property, nor Will constitute a breach of contract.
9.7 The Borrower currently has no litigation, trial procedures or claims that have not been closed or will be filed. If the lawsuit or claim is lost, it may have a material adverse effect on the consolidated financial position of the borrower and the sub-company or damage the borrower’s ability to perform the obligations under this contract or the instrument, or affect the validity of the contract or the instrument. Sex or enforcement.
9.8 Except for the type of lien referred to in Article 10.6, the borrower’s ownership of the property and its saleable property does not have any liens and other mortgages on its property. The obligations of the Borrower under this Contract and the Notes are at least in equal proportion to the Borrower or all other obligations of the Borrower or the guarantor of the credit.
9.9 The consolidated financial statements of the borrower and the subsidiary for the fiscal year ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ The combined financial position of people and subsidiaries and the combined results of business activities in the fiscal year.
9.10 There is no material adverse change in the consolidated financial position of the Borrower and its subsidiaries since ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
9.11 Neither the Borrower nor its property shall be exempt from any jurisdiction or proceedings in relation to any lawsuit or proceeding relating to this contract and shall not be subject to seizure or enforcement prior to the judgment.
9.12 All circumstances relating to the contract relating to the borrower submitted to the correspondent bank or any bank prior to this are complete and accurate in all important respects.
9.13 Repetition and Warranty: Each statement and warranty required by Article 9 shall be deemed to be the same as the statement and guarantee made on the date of payment of the loan and on the date of each interest payment date.
Article 10
10.1 Utilization of income: The borrower should use the income of the loan as ________.
10.2 Government Permit: The Borrower shall acquire and fully and effectively hold and enforce all government licenses and registrations with government agencies in connection with this contract or instrument.
10.3 Financial Statements:
The Borrower shall provide to the correspondent bank no later than 45 days after the end of each quarter of each fiscal year, and provide each bank with a comprehensive and uniform asset balance sheet at the end of each quarter of the borrower and subsidiary. Income statement and financial status change table. The above statements are certified by its financial officer to reflect in full, correctness, impartiality and accuracy the combined financial position of the borrower and the subsidiary at the end of the quarter and its effect during the quarter.
The Borrower shall give the correspondent bank no later than 90 days after the termination of its fiscal year and give each bank a comprehensive understanding of the principles of good accounting practices adopted by the Borrower and the Subsidiary in accordance with the generally accepted and consistent use of ________. A unified asset balance sheet, an income statement, and a statement of changes in the financial position for the fiscal year, as well as a certificate from an independent accounting firm that is selected by the borrower and accepted by the correspondent bank. The certificate shall include or together with a specification stating that during the period in which the firm reviewed the financial statements, no events were found that could constitute a breach of contract.
The Borrower shall always provide the Agent Bank with such other statements and information as may be reasonably required by the Agent Bank or any bank.
10.4 Right of Inspection: The Borrower shall enable the representative of the correspondent bank or any bank to review its property and records at any reasonable time.
10.5 Notice of Default: The Borrower shall have a material adverse effect on each event that constitutes a breach of contract, or the event of default due to the expiration of the notice or time, or due to both, and the ability to perform its obligations under this contract or instrument. Immediately notify the correspondent bank of every other event.
10.6 Lien and Mortgage: If the Borrower has an obligation to act as the Borrower or as a guarantor of the loan and credit provided, any lien or other mortgage is placed or permitted on its property, The above lien or mortgage shall be paid equally and proportionally to the payment of all amounts payable under this contract and the notes; and in the establishment of any such lien or mortgage, it shall be expressly stated that no bank shall Any fees. However, this section does not apply to: any lien set up on property at the time of purchase is only a guarantee of the purchase price of the property; the lien generated in the general course of the bank transaction is guaranteed to be within one year from the date of the initial occurrence. Debt due; the lien on the establishment of the inventory to ensure that the debt due within one year from the date of the initial occurrence is repaid from the proceeds from the sale of the inventory.
10.7 Insurance: The Borrower shall insure the property of a well-funded and reputable insurer.
10.8 Tax exemption notice: If at any time the tax of any nature levied by ________ or any of its political branches or tax authorities for any payment under the contract may be exempted, the borrower shall promptly submit a tax to the correspondent bank. A copy of the above tax-exempt file.
Article 11 Event of Default
11.1 Event of Default: If one or more of the following default events occur, or if the event is continuing, the agent and each bank shall exercise the remedies provided for in Article 11.2.
The borrower failed to pay the amount due under this contract;
The Borrower fails to perform or comply with any agreed matters or contracts under this Contract that shall be performed or complied with by the Borrower and shall not be remedied within 30 days after the occurrence of the above non-performance or non-compliance;
The statement or warranty of the Borrower in this contract and in any other file relating to this contract is proved to be inaccurate, incomplete or misleading in any important respect;
The Borrower or a subsidiary that is a party to the contract fails to perform or comply with any other borrowings or provide any agreed matters or contracts in the credit facility;
The borrower or any subsidiary will be dissolved 1; 2 will not pay or fail to pay the due debt; 3 voluntarily start bankruptcy liquidation in the bankruptcy program, or seek any other remedy based on any similar law affecting the rights of creditors Any other lawsuit or trial procedure; 4 in the bankruptcy proceedings, by means of a forced bankruptcy liquidation case or any other such lawsuit or trial, by means of a reply or otherwise; 5 in the bankruptcy proceedings or in any other lawsuit or proceeding Forced bankruptcy liquidation proceedings have begun, if the case or any other lawsuit or trial procedure has not been dismissed or suspended within 60 days of the filing of the case, or if any such refusal or suspension is no longer valid;
Any government permission necessary for the Borrower to perform any of its obligations under this Agreement or the Notes is no longer valid and continues to be valid;
Most lending rights banks reasonably believe that any action taken by any government authority or court will adversely affect the condition of the borrower and the subsidiary, or the borrower’s ability to perform its obligations under this contract or instrument. Impact, if the action is not revoked or revoked within 30 days of adoption, the decision is no longer valid;
The Borrower shall sell or otherwise dispose of all or substantially all of its property, or cease to operate all or substantially all of its current operations.
11.2 Remedy for breach of contract: In the event of any event of default and the event of default, the agent may, in accordance with the requirements of the majority of the bank, obtain the following remedies and notify the borrower: 1 to declare the obligations of each bank to be executed under this contract; The full amount payable by the borrower due after the termination date is immediately due and payable.
11.3 Right of Settlement: If any amount payable under this contract is due and unpaid, the Borrower authorizes each bank to use the right of set-off, bank lien or anti-claim, without prior notice, for any time in the bank or any Any borrower of a subsidiary bank, branch or office that has any currency value will file a lawsuit to fully repay the amount it should pay to each bank. Any bank that files a lawsuit should immediately notify the agent bank of the bankruptcy action filed under this section.
11.4 Non-exclusive rights: The rights set forth in this contract are cumulative and do not exclude other rights, powers, privileges or remedies provided by law.
Article 12: Applicability, distribution and payment amount apportionment
12.1 Distribution of Applicable and Payment Amount: The agent shall receive the full payment of the borrower in accordance with this contract or instrument, the amount payable in accordance with Article 14 and the fees payable under Article 5, and the insurance outstanding due. Fees, interest or principal are distributed pro rata between the agent's bank and each bank.
12.2 Allocation of payment: If any bank receives all or part of the amount due in accordance with this contract at any time, the bank shall immediately pay the amount to the correspondent bank. The agent shall allocate the above amount in accordance with Clause 12.2. The borrower paid back. However, if any bank notifies the exercise of the right of set-off, bank lien or counter-claim all or part of the amount due under this contract at any time, the bank shall immediately purchase the loan participation rights of these banks from other banks, so that The bank that purchases the right to participate in the loan can share the above amount with other banks on a pro rata basis. Furthermore, if all or part of the above amount is obtained from the purchasing bank thereafter, the purchase should be revoked and the purchase price should be restored according to the compensation procedure, but the adjustment to the interest should be fair and reasonable. The Borrower agrees that any bank that purchases participation rights from another bank under this Article may fully exercise all of its payment rights in respect of such participation rights to the fullest extent permitted by law, and the Bank shall treat the borrower as the direct creditor of the above amount. The above provisions will not affect in any way the amount of the bank's retention of claims other than those under this contract or note.
Article 13 Agency
13.1 Agent Line
The authorized dealers of each bank on behalf of the bank shall exercise the powers delegated to the entrusting bank and all other reasonable additional powers. The relationship between the agent bank and each bank is only the relationship between the agent and the person, and the agent bank must not be regarded as the trust trustee of any bank, or the agent is required to stipulate any obligations other than those specified in the express terms of this contract.
Neither the correspondent bank nor any of its directors, employees, employees or other agents shall be liable for: A. the borrower fails to perform its obligations under this contract or instrument; B. the statement made in this contract The authenticity of any other file that is guaranteed or provided in connection with this contract; C. The validity or enforceability of this contract or instrument.
The agent or its directors, employees, employees or other agents shall not be liable for any acts or omissions relating to this contract or instrument, except for gross negligence or intentional misconduct. The agent has the right to trust in any file that is believed to be true and submitted or signed by the appropriate person, relying on the advice of any independent legal counsel or other professional adviser chosen by it, and trusting any other party The result is irresponsible.
The banks have conducted surveys and assessments of the borrowers and credit information and determined that making the loan is appropriate and prudent. Except as expressly provided in this contract, the correspondent bank is not obliged to provide credit or other information relating to the borrower to any bank, whether it was obtained before or after the loan was disbursed.
The correspondent bank shall immediately transmit to the banks each notice or other file that it receives from the borrower to each bank or requires each bank to take an action; B. notify all banks when receiving all the files in Article 7.1; Notify the banks when they receive all the files in Article 7.2; D. Transfer all the notes of the received banks to the bank; E. Transfer any copies of the files submitted to the correspondent bank in accordance with Article 6.1 to the banks. The correspondent bank shall forward copies of the documents received in accordance with Articles 8.1 and 8.2 to the banks as soon as possible.
The agent bank is not responsible for asking the borrower to perform its obligations under this contract or instrument. However, the correspondent bank should immediately notify the banks of the notification of the event of default, or the event of default due to the expiration of the notice or time, or both.
Except as otherwise expressly provided in this contract, the correspondent bank is not obliged to explain to any bank the amount or profit it receives due to the loan of it or its affiliates. The correspondent bank and its affiliates may lend to the borrower and accept the deposit of the borrower. And carry out various general business activities with the borrower.
Pursuant to this contract, the agent bank may treat any request, permission or consent of any note holder of each line as decisive and binding on any subsequent person unless, unless or until the transfer or notification is notified to the agent.
The agent bank can resign at any time, notify the bank and the borrower in writing, and most of the loan rights banks can also explain the reasons or notify the agent bank to remove them without explanation. When making any of the above notices, most lenders have the right to designate a replacement agent. If the proxy line that succeeded within 30 days of the above notification is not specified or does not accept such designation, the retired correspondent bank may designate a replacement proxy line. This designated agent has a consolidated capital and surplus of at least ________ million dollars or other foreign currency equivalent to it, or a subsidiary of such a bank. Once the acting agent has accepted the appointment as an agent, it shall replace and be given all rights, powers, privileges and responsibilities of the outgoing agent. The outgoing agent bank shall be discharged from the obligations under this contract. Although the outgoing agent resigns or is removed, the provisions of this article shall continue to be valid for acts or omissions in its act as a proxy under this contract.
13.2 Reimbursement of the agreement
Each line shall, in proportion to its respective determined proportions, compensate the Agency for all costs incurred in performing its agency duties. If the correspondent bank needs to pay the above fees before paying the loan, it will be determined according to the bank's respective loan; if it is thereafter, it will be determined according to the loan amount it maintains at this time.
13.3 Funds not received by the agent
Unless the agent has received written notice from the borrower before the payment due date of this contract, the borrower does not intend to pay in full on that date, the agent may presume that the borrower has paid on the due date and, based on this, The agent bank may provide each bank with an amount equal to the presumed payable portion of the bank on the payment date. If the borrower does not actually pay the correspondent bank, once requested by each bank, the amount provided by the correspondent bank should be immediately repaid, together with the interest from the date of payment to the date of repayment. The annual interest rate determined by the correspondent bank is the daily interest rate of the US dollar deposit for that day in the ____ interbank market provided by the correspondent bank.
The agent bank shall have the right to presume that each bank has provided funds to the correspondent bank in accordance with Article 2.3 on the date of payment. According to the above presumption, the agent bank may credit the borrower with funds equivalent to the total loan commitments of all banks. If any bank that has not issued the above notice has not provided funds under Article 2.5, and the correspondent bank has credited the amount equivalent to the bank’s loan commitment to the account opened by the borrower in accordance with Article 2.2, the correspondent bank shall have the right to Select, immediately reimburse the bank or the borrower for the above amount, and the interest of the above amount from the payment date to the date of repayment. The annual interest rate determined by the agent bank is the US dollar of the _____ interbank market provided by the agent bank. The daily interest rate of deposits.
Article 14 Compensation
14.1 Start-up Fee: The Borrower shall promptly repay the agent's bank in US dollars to negotiate, prepare, and sign this contract and notes on behalf of the Borrower or the Manager and all reasonable expenses incurred in relation to the bank loan. The above fees shall include, but are not limited to, printing and copying fees, travel and communications charges, any advertising fees attached to the exchanges required by this contract, and fees for the agent and the special consultants and special ________ lawyers.
14.2 Modification and Enforcement Costs: The Borrower shall compensate the Agency and the Bank in US dollars for any modification, alteration, negotiation, preparation or performance of the Contract; any event of default, or the maintenance or enforcement of any rights under this Agreement or the Notes and All reasonable expenses associated with it, including but not limited to attorney fees.
14.3 Other expenses: If the borrower fails to perform the conditions specified in Article 8 at or before the execution of the conditions, or otherwise fails to perform it, it is irrevocable under Article 2.2, after issuing the notice referred to in Article 2.2. Commitment or payment due without paying any amount payable under this contract; or not paying the principal of any loan on the date of payment of interest, the borrower shall promptly pay all reasonable expenses, including any spread loss, to the bank in US dollars. The cost of the settlement, or the use of the deposit obtained for the loan to pay the amount of the overdue or the payment of the interest period of the payment of the loan.
14.4 Increased Fees: The Borrower shall pay each Bank the following additional fee in USD: The Bank shall determine all fees and receivables incurred or incurred by the Bank in respect of the Bank’s loan or its obligations under this Contract. The reduction in the amount receivable, and the total cost of the publication, change or interpretation of the law, regulations or treaties, or the compliance of the bank with any government authority orders, requirements or requests, and the reduction in the amount received or receivable. This includes any levy or change arising from any tax, taxes or changes to the bank's reserves, special deposits, or any such fees or reductions to similar requirements for the bank's assets, liabilities or their deposits or loans.
Article 15 General Terms
15.1 Choice of Law: This contract is governed by the law of ________ and is interpreted and interpreted accordingly.
15.2 管轄權：借款人同意凡與本契約或任何票據有關的訴訟或審理程式都可以在________法院提起並執行；借款人不可撤銷地接受各該法院管轄，不可撤銷地指定
________信箱作為其收受任何上述訴訟或審理程式送達的傳票或其他法律傳喚的代理人。該信箱應根據本契約將傳票或傳喚按本契約通知規定的地址，用掛號郵件郵寄送達借款人。
借款人並同意，可以在________地或可以找到借款人或其任何財產的任何其他管轄地的法院，提起上述訴訟或審理程式及執行，並不可撤銷地接受上述法院管轄。
借款人不可撤銷地放棄就本契約或票據有關的任何訴訟或審理程式不受在
________國________地法院或任何其他國家或管轄地法院的管轄，在判決前後不受扣押及執行的所有豁免權，並同意在有關任何上述訴訟或審理程式時不提起或不主張任何豁免權。
借款人在法律允許的最大限度內，不可撤銷地放棄對現在或以後在________法院提起的、以任何方式與本契約或票據有關的訴訟或審理程式指定的審判地點提出異議，對在上述法院提起的訴訟，不可撤銷地放棄以出庭不便為理由而提出的請求。
15.3 貸款貨幣：
根據第14條規定需要償付的費用，如果原來是以美元以外的貨幣支付時，借款人同意應以相當於美元的金額償還，即發生上述費用的人，根據正常的銀行程式，在原費用支出之日以上述其他貨幣購買美元所應支付的金額。借款人並同意，根據第4.2條，上述金額應付的利息應根據其金額以美元計算。
根據本契約或票據，借款人對於任何到期金額的義務，儘管以任何其他貨幣支付，應僅以美元計算的金額履行，即在代理行或上述銀行根據正常的銀行手續，於收到上述支付款項之後的銀行工作日立即以其他貨幣購買的金額履行。如果，購買的以美元計的金額不足原來到期日的金額，借款人同意以美元支付為賠償上述不足金額所必需的上述附加金額。借款人沒有因這種支付而解除的債務應作為單獨和獨立的債務到期，並在本契約規定解除之前應繼續充分有效。
15.4 票據的替換：在票據丟失、被竊或被毀，借款人收到合理的可以滿意的補償或擔保的情況下；或者在票據殘缺不全，票據持有人在向借款人出示該殘損票據時，借款人應自付費用簽署並遞交一份新的票據，註明支付日期和相同的本金金額以代替丟失、被竊、被毀或殘損票據。
15.5 通知：除本契約另有明確規定外，所有通知應按照本契約，採用電傳、電報或派人送交的書面通知。用傳真傳送或航空郵遞，先付郵資。上述所有通知應遞送到附錄1指定的收受人的電傳號或________號或地址，或上述收受人通知的其他當事人的號碼或地址，所有上述通知應在收到時有效。
15.6 補救和棄權：代理行或任何銀行沒有或遲延行使本契約項下的權利不應視為放棄或損害上述權利。單一地或部分地行使上述權利應不排除以任何其他方式行使或進一步行使上述權利或其他權利。除非以書面形式表示，否則上述權利的放棄應屬無效。上述任何權利的放棄不能視為本契約任何其他它權利的放棄。
15.7 變更：本契約只能由當事人書面簽字檔案變更。
15.8 轉讓：本契約對借款人、代理行和各行及其各自繼承者和受讓人的利益有約束力。但是，如果代理行以及所有銀行沒有事先書面同意，借款人不能轉讓其在本契約項下的任何權利或義務。
各行得在任何時候讓與或轉讓其在任何票據或本契約項下的權利或義務。但是，任何銀行都不得以根據任何管轄地的公司法或票據法需要登記的形式或方式作出上述讓與或轉讓。借款人應根據任何銀行的請求，簽署並遞交為讓與或轉讓發生充分效力所必需的檔案，包括該銀行應簽署和遞交的以換取該銀行持有的票據的新票據。如果任何銀行讓與或轉讓其在本契約項下的任何權利或義務，則本契約中所指各行，就其各自利益而言，應指各被轉讓權利和義務的銀行和個人。
15.9 代理行或任何銀行的每一決定，在沒有明顯錯誤時，應是最終的，對當事人有約束力。
15.10 借款人在第6.1條、6.2條和14條項下的義務，在償還貸款、取消票據及終止銀行和代理行在本契約項下的義務時仍然有效。
15.11 語言____有關本契約提交的每份檔案均應為英文，或應附有英文譯本，由必須提交上檔案述的當事人確認為完整和準確。
15.12 條款的可分割性：本契約中任何管轄區禁止或不能執行的任何條款就該管轄區而言，在上述禁止或不能執行限度內無效，並不使契約的其他條款無效，或者影響該條款在任何其他管轄區內的有效性和可執行性。
15.13 副本：本契約可以簽署任何數量的副本，所有上述副本合起來應視為構成同一契約。
15.14 術語的統一性：本契約包括關於標的事項的當事人之間的全部契約，並取代所有口頭陳述和以前的書面檔案。
雙方於契約開端所述日期在________正式簽署和交付本契約，以資證明。
借款人：________________________
Representative: ________________________
職 務：________________________
________year month day
銀行：________________________
Representative: ____________________
職 務：____________________
________year month day
銀行：____________________
Representative: ____________________
職 務：____________________
________year month day
各行貸款承諾：
____________________銀 行___________________美元
Representative: ____________________
職 務：____________________
____________________銀 行___________________美元
Representative: ____________________
職 務：____________________
____________________銀行____________________美元
貸款承諾總額：__________________美元
appendix:
1.地址表
2.本票格式
3.借款人證明書格式
4.借款人律師意見書
5.代理行及各行特聘的當地律師意見書
6.代理行的張票接受格式。
Address Telephone:____________
Agent: ____________
Address Telephone:____________
Borrowing: ____________
Address Telephone:____________
This loan contract is dated ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Signed as a financial institution of the bank.
In view of the borrower's proposal to borrow from the bank, the banks separately and not jointly proposed loans to the borrower, totaling US$ ____ million. The parties agreed as follows:
Article 1 defines the following terms with the meaning indicated:
“Bank Workday” means the business day of the ____ interbank market and the bank’s trading of US dollar deposits in ____. ____ Bank workday means ____ Bank conducts dollar deposit trading days.
“Payment Day” has the meaning of the term in Article 2.2.
“Dollar” or “$” means the legal currency of the United States.
The “default event” has the meaning of the term in Article 11.1.
“Payment Date”: In the case of the interest period, the last day of this interest period.
“Interest period” means the period beginning on the date of payment, or on the last day of the previous interest period for any subsequent interest period, and ending on the day corresponding to the date of payment or on the last day of the sixth month thereafter .
“Loan Branch”, in the case of any bank, refers to a bank office designated in Appendix 1 or for the purpose of this contract, and the bank at any time informs the agent bank that the borrower is designated as its loan branch and other offices.
“____ Interbank Offered Rate”: For any interest period, it refers to any interest rate determined by the correspondent bank, and the average calculation calculated after the respective interest rates of the correspondent bank are notified by a number of reference lines. At 11:00 am on the working day before the start of a certain interest period, each reference bank shall provide the same amount of US dollar deposits as the above interest period to the major banks in the ____ bank interbank market at their respective interest rates. The amount of loans borrowed by internal prepaid loans and rounded up to a full multiple of US$ 10,000 is actually equal. However, if any reference line does not inform the interest rate in this way, the ____ interbank rate must be based on the interest rate of the remaining reference bank to inform the agent bank to determine the ____ interbank rate.
“Loan”: For any bank at any time, it refers to the loan that the bank makes according to this, or the loan on which the bank’s principal amount has not been returned. The “loan” at any time refers to all the banks at the above time. The sum of the loans.
“Loan Commitment”: For any bank, the stated amount is stated next to the bank name on the signature page of the loan contract.
“Most Loan Banks”: Any line that has a total loan commitment of more than 50% of the total loan commitment at any time prior to the payment of any loan, and at any time thereafter, has a loan that accounts for more than 50% of the total principal amount of the loan during that time. Various lines.
"Proportion": 1%.
“Notes”: Refers to each promissory note that proves any bank loan, basically in the format of Appendix 2.
“Reference Bank” means the head office of ____ Bank, ____ Bank and ____ Bank at ____.
“Subsidiary” means any entity at any time, more than 50% of the publicly issued voting rights of the entity or other shareholders' rights that are usually entitled to elect its directors or other management, actually owned by one or more entities of the borrower Either directly or indirectly controlled, or the borrower and one or more entities have actual or indirect control.
“Termination Day”: means ____________________.
“All loan commitments” means USD 10,000.
Article 2 Commitment and payment
2.1 Loan Commitment: Each bank, in accordance with the terms and conditions of this contract, agrees separately but not jointly, through its loan branch, to provide the borrower with a principal amount loan equal to the bank's loan commitment.
2.2 Notice and Borrowing Commitment: If the borrower wishes to borrow an amount equal to the full loan commitment, it shall be in accordance with Appendix 3, no later than 5 banking days before the date of the above-mentioned borrowing date. Format, send a notice to the correspondent bank about the day, which should be a bank workday before the termination date, and inform the account of ____, the loan income is credited to the account, and the above notice is sent to constitute the borrower The irrevocable promise of borrowing the above amount on the payment date.
2.3 Payment: The correspondent bank shall immediately notify the bank of the payment date by telex or telegram. Each bank shall provide the agent bank with the amount of funds equal to the loan commitment in accordance with the conditions stipulated in this contract at the time of payment ____ at the time of payment ____, in the form of funds settled by the ____ interbank clearing system, or by agent For the time being, the other funds settled in US dollars used for trading in international banks in ____ city are deposited into their account with ____ account number ____ -____, or notify other banks that they have designated other accounts, agents The bank shall credit the funds received to the borrower's account designated under Article 2.2 on the date of payment in accordance with the conditions stipulated in this contract.
Article 3 Repayment
3.1 Repayment: Except as otherwise expressly provided in this contract, the borrower shall repay the loan in ____ semi-annual period. The amount of each period is equal to one-third of the loan, but each period of the first period should be rounded to a full multiple of one dollar. The final period is the amount necessary to fully settle the outstanding loan balance. It shall be paid on the continuous interest payment date starting from the ____th interest payment date.
3.2 Voluntary advance repayment: The borrower must repay all or part of the full multiple of the amount of USD ____ million on the interest payment date. The borrower shall send an irrevocable notice to the correspondent bank regarding the above date and the amount of early repayment, no later than the 15 banking days before the date the borrower is willing to repay the loan. The fixed amount together with the interest on the interest-bearing date shall be paid on the same day for each bank at 0.5% of its prepayment amount. Partial prepayments shall be apportioned in proportion to the loan and repaid in reverse order in accordance with the instalments specified in Article 3.1. The amount repaid in advance shall not be re-borrowed under this contract.
3.3 Unlawful conduct: If any bank determines at any time, any law, clause or treaty or any change therein, or any change in its interpretation or application, causes the bank to proceed with the loan or to continue the loan or to claim or accept any amount payable. When it is lawful, the bank shall notify the borrower of the above decision. If the loan is delivered after the above loan is paid, the borrower shall repay the entire loan in advance on the interest payment date immediately after the notification date; or, if the bank determines that it is paying interest If the loan needs to be repaid before the date, according to the bank's request, the interest payable on the date of payment of the loan in advance and the other amount the borrower pays to the bank.
Article 4 Interest
4.1 Basic interest rate:
Except as otherwise stipulated in Article 4.2 or 4.3, each loan pays interest in the first interest period. From the first day of the interest period to the last day of the interest period, the annual profit is equivalent to the spread of the interest period plus ____ The amount of the interbank interest rate.
Except as otherwise expressly provided in this contract, interest payable on loans shall be paid on each interest payment date.
The agent bank shall notify the borrower and the bank immediately after each decision of the _ interbank rate.
4.2 Interest on delayed payment: If any amount payable by the borrower is due and unpaid, the interest of the above amount during the interest period shall be paid within the scope permitted by applicable law. From the date of payment to the date of payment of the above amount, the annual profit is equivalent. The daily spread during the interest period, 1%, and the maximum amount listed below: the quotation of the above-mentioned dollar deposits of the above-mentioned amount in the ____ interbank market; the ________ bank with the maturity date of the interest period as the interest payment date Interbank release rate; the interbank rate for the interest period beginning on the maturity date.
4.3 Alternative interest rate: If the correspondent bank makes a practicable negotiation with each bank, it is determined at any time that it is impossible to determine the _____ interbank rate for the next interest period, or the _____ interbank for the interest period The rate of release does not adequately reflect the cost of US dollar deposits obtained by most loan-right banks in the ________ interbank market during the interest period. The correspondent bank should immediately inform the borrower and the bank of the decision. If the notice is issued before the loan is paid, The bank's loan obligations under this contract shall terminate on the date of the notice. If the notice is issued after the loan is paid, each bank should inform the borrower of the interest rate as soon as possible, which is determined by the above bank's effective cost of providing the interest period loan to the bank plus 1%. Bank loan interest shall be interest-bearing during the interest period and at the interest rate specified in the bank's notice. At the request of the Bank, the Borrower shall sign and submit the documents required to fully and effectively implement the provisions of this paragraph, including but not limited to new notes to be signed and delivered by the Bank in exchange for the notes held by the Bank.
Article 5 Fees
5.1 Commitment fee: The commitment fee paid by the borrower to the bank loan amount of 0.5% per year from the effective date of the contract to the earlier of the payment date and the termination date, from the day after the third month thereafter. Beginning to pay quarterly to the earlier of the payment date and termination date.
5.2 Management fee: The borrower shall pay the management fee equal to 1% of the total loan amount to the management bank and pay it on the same day.
5.3 Agency Fee: The borrower shall pay the agency fee for the agent. Payment of ____ US dollars within 60 days after the earlier of the payment date and the termination date; if the borrower pays or repays any amount outstanding on the anniversary date of the withdrawal, the first anniversary of the withdrawal date Pay ____ dollars.
Article 6 Taxes
6.1 No offset, reversal or withholding: According to this contract, each payment or bill that the borrower shall make shall not be offset or reversed, and shall not be detained by any place or any political branch thereof. Any tax of any nature, current or future, imposed by the institution, or the tax authority, but if the law provides for the withholding of the tax from the above payment, the borrower shall withhold the bank or agency and pay it on time. Competent authority. A separate amount is then paid to each bank and the agent to ensure that the actual net value of the tax exemption for the bank or agent is equal to the income at the time the tax is not withheld. All such taxes shall be paid by the transferee prior to the date of payment of the fine or interest payment. However, if the above fine or interest is due, the borrower shall pay immediately to the competent government authority. If the agent bank or any bank is to pay any amount of the above taxes, penalties or interest, the borrower will, if required, apply the US dollar to compensate the agent or bank. If the borrower is required to pay any taxes, the above official tax receipt or certificate copy should be delivered to the agent bank within 30 days of the tax payment.
6.2 Stamp Duty: The Borrower shall pay a registration tax or transfer tax, stamp duty or similar tax and any fines and interest payable on any jurisdiction in connection with this contract or instrument. If the agent or any bank pays any of the above taxes, penalties and interest, the borrower shall compensate the agent or the bank as required.
Article 7 Payment; calculation
7.1 Payment of payments
The payables or notes of the Borrower in accordance with this contract shall be settled in US dollars, using the funds cleared by the ________ Interbank Clearing System, or at the discretion of the agent, at 11:00 am on the date of the above-mentioned payable date. For other funds settled in US dollars that are used by international banks in the ________ city, the account opened to the agent bank at ________ bank is the account number ________, or the other designated by the agent bank to the borrower account.
Where the due payment is made in accordance with the contract or on the note, or the date of termination of any interest on a particular day of a specified month, if there is no corresponding date, it shall be paid or terminated on the last banking day of the month.
7.2 Calculation ____ The interest and commitment fee payable under this contract shall be calculated on the basis of 1 year and 360 days and the actual number of days passed.
Article 8 Prerequisites
8.1 Conditions to be met before the payment date: The obligations of each bank loan shall be determined according to the following conditions: the agent bank shall receive a signed copy no later than ____________________________________________________________________________________________________ And a number of confirmed copies, or several copies of the other confirmed copies, are sufficient for all banks to hold the following files, each indicating the date of delivery, the form and content of which should be satisfactory to the correspondent bank:
The Borrower's Certificate and the subsidiary files specified therein are in the format basically in accordance with the format specified in Appendix 4.
The opinion of the borrower's lawyer is basically in accordance with the format specified in Appendix 5.
Submissions from local law firms, correspondent banks and local lawyers hired by banks are basically in accordance with the format specified in Appendix 6.
The submissions issued by the agent bank and the bank's specially appointed ________ lawyer are basically in accordance with the format specified in Appendix 7.
An irrevocable written undertaking made by the ________ letter accepting the appointment as the agent of the borrower to accept the summons, basically in accordance with the format specified in Appendix 8.
8.2 Additional conditions to be met at the time of payment or payment: The obligations of each bank loan shall be based on the following additional conditions:
No default event has occurred or has not continued on the payment date, or has not been due to the notification or the expiration of the time, or because of both, may constitute an event of default.
The agent has received the following documents at the time of payment or payment: the ____ notes certifying each bank’s loan commitments amount to the total amount of the bank’s loans, and the amount of each note is equal to the loan’s repayment amount. These notes are basically in accordance with the format of Appendix 2 and are determined in accordance with Article 3.1, formally signed and delivered, and indicate the date of payment; a signed copy of the signed and confirmed file, or a number of additional signed copies This will enable all banks to obtain such other files that meet the reasonable requirements of the correspondent bank and any bank, the form and content of which should be satisfactory to the agent.
Article 9 Declaration and Guarantee
The borrower declares and guarantees to each bank as follows:
9.1 The Borrower is a company formally established and validly existing under the laws of ________. It has the right to own its own property, engage in the current business, and complete the transactions contemplated by this contract.
9.2 The Borrower has taken all necessary actions to authorize the signing and submission of this Agreement and other files relating to this Agreement and to perform its obligations under this Contract and the Notes to complete the transactions contemplated by this Agreement.
9.3 This contract has been formally signed and submitted by the Borrower, and the notes signed and delivered by the Borrower constitute a legal, valid and binding obligation of the Borrower and may be enforceable against the Borrower in accordance with each of these terms.
9.4 All government permits and measures necessary for the approval of the loan or the validity or enforcement of this contract or instrument have been obtained or fulfilled and remain in force.
9.5 There is no and no continuation of any event of default, no termination of the notice or time, or due to the above two may constitute an event of default, the contract of the borrower as a party contains the obligation to borrow or provide credit. At the time of the obligation, there is no event of default and the above-mentioned default will not occur at the time of the loan.
9.6 The borrower or any subsidiary of the borrower, as a clause of any contract of a party, does not require the creditor of the borrower or the creditor of any subsidiary to agree or approve, nor does it need to notify the signing of this contract or instrument, The performance of the obligations under the Submission, this contract or the notes, and the transactions contemplated by this contract. The above signing, submission, performance and conduct will not violate the company's articles of association, the rules and any contract documents of the borrower or any subsidiary, as well as the judgments, orders, laws, regulations or regulations applicable to the borrower or subsidiary property, nor Will constitute a breach of contract.
9.7 The Borrower currently has no litigation, trial procedures or claims that have not been closed or will be filed. If the lawsuit or claim is lost, it may have a material adverse effect on the consolidated financial position of the borrower and the sub-company or damage the borrower’s ability to perform the obligations under this contract or the instrument, or affect the validity of the contract or the instrument. Sex or enforcement.
9.8 Except for the type of lien referred to in Article 10.6, the borrower’s ownership of the property and its saleable property does not have any liens and other mortgages on its property. The obligations of the Borrower under this Contract and the Notes are at least in equal proportion to the Borrower or all other obligations of the Borrower or the guarantor of the credit.
9.9 The consolidated financial statements of the borrower and the subsidiary for the fiscal year ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ The combined financial position of people and subsidiaries and the combined results of business activities in the fiscal year.
9.10 There is no material adverse change in the consolidated financial position of the Borrower and its subsidiaries since ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
9.11 Neither the Borrower nor its property shall be exempt from any jurisdiction or proceedings in relation to any lawsuit or proceeding relating to this contract and shall not be subject to seizure or enforcement prior to the judgment.
9.12 All circumstances relating to the contract relating to the borrower submitted to the correspondent bank or any bank prior to this are complete and accurate in all important respects.
9.13 Repetition and Warranty: Each statement and warranty required by Article 9 shall be deemed to be the same as the statement and guarantee made on the date of payment of the loan and on the date of each interest payment date.
Article 10
10.1 Utilization of income: The borrower should use the income of the loan as ________.
10.2 Government Permit: The Borrower shall acquire and fully and effectively hold and enforce all government licenses and registrations with government agencies in connection with this contract or instrument.
10.3 Financial Statements:
The Borrower shall provide to the correspondent bank no later than 45 days after the end of each quarter of each fiscal year, and provide each bank with a comprehensive and uniform asset balance sheet at the end of each quarter of the borrower and subsidiary. Income statement and financial status change table. The above statements are certified by its financial officer to reflect in full, correctness, impartiality and accuracy the combined financial position of the borrower and the subsidiary at the end of the quarter and its effect during the quarter.
The Borrower shall give the correspondent bank no later than 90 days after the termination of its fiscal year and give each bank a comprehensive understanding of the principles of good accounting practices adopted by the Borrower and the Subsidiary in accordance with the generally accepted and consistent use of ________. A unified asset balance sheet, an income statement, and a statement of changes in the financial position for the fiscal year, as well as a certificate from an independent accounting firm that is selected by the borrower and accepted by the correspondent bank. The certificate shall include or together with a specification stating that during the period in which the firm reviewed the financial statements, no events were found that could constitute a breach of contract.
The Borrower shall always provide the Agent Bank with such other statements and information as may be reasonably required by the Agent Bank or any bank.
10.4 Right of Inspection: The Borrower shall enable the representative of the correspondent bank or any bank to review its property and records at any reasonable time.
10.5 Notice of Default: The Borrower shall have a material adverse effect on each event that constitutes a breach of contract, or the event of default due to the expiration of the notice or time, or due to both, and the ability to perform its obligations under this contract or instrument. Immediately notify the correspondent bank of every other event.
10.6 Lien and Mortgage: If the Borrower has an obligation to act as the Borrower or as a guarantor of the loan and credit provided, any lien or other mortgage is placed or permitted on its property, The above lien or mortgage shall be paid equally and proportionally to the payment of all amounts payable under this contract and the notes; and in the establishment of any such lien or mortgage, it shall be expressly stated that no bank shall Any fees. However, this section does not apply to: any lien set up on property at the time of purchase is only a guarantee of the purchase price of the property; the lien generated in the general course of the bank transaction is guaranteed to be within one year from the date of the initial occurrence. Debt due; the lien on the establishment of the inventory to ensure that the debt due within one year from the date of the initial occurrence is repaid from the proceeds from the sale of the inventory.
10.7 Insurance: The Borrower shall insure the property of a well-funded and reputable insurer.
10.8 Tax exemption notice: If at any time the tax of any nature levied by ________ or any of its political branches or tax authorities for any payment under the contract may be exempted, the borrower shall promptly submit a tax to the correspondent bank. A copy of the above tax-exempt file.
Article 11 Event of Default
11.1 Event of Default: If one or more of the following default events occur, or if the event is continuing, the agent and each bank shall exercise the remedies provided for in Article 11.2.
The borrower failed to pay the amount due under this contract;
The Borrower fails to perform or comply with any agreed matters or contracts under this Contract that shall be performed or complied with by the Borrower and shall not be remedied within 30 days after the occurrence of the above non-performance or non-compliance;
The statement or warranty of the Borrower in this contract and in any other file relating to this contract is proved to be inaccurate, incomplete or misleading in any important respect;
The Borrower or a subsidiary that is a party to the contract fails to perform or comply with any other borrowings or provide any agreed matters or contracts in the credit facility;
The borrower or any subsidiary will be dissolved 1; 2 will not pay or fail to pay the due debt; 3 voluntarily start bankruptcy liquidation in the bankruptcy program, or seek any other remedy based on any similar law affecting the rights of creditors Any other lawsuit or trial procedure; 4 in the bankruptcy proceedings, by means of a forced bankruptcy liquidation case or any other such lawsuit or trial, by means of a reply or otherwise; 5 in the bankruptcy proceedings or in any other lawsuit or proceeding Forced bankruptcy liquidation proceedings have begun, if the case or any other lawsuit or trial procedure has not been dismissed or suspended within 60 days of the filing of the case, or if any such refusal or suspension is no longer valid;
Any government permission necessary for the Borrower to perform any of its obligations under this Agreement or the Notes is no longer valid and continues to be valid;
Most lending rights banks reasonably believe that any action taken by any government authority or court will adversely affect the condition of the borrower and the subsidiary, or the borrower’s ability to perform its obligations under this contract or instrument. Impact, if the action is not revoked or revoked within 30 days of adoption, the decision is no longer valid;
The Borrower shall sell or otherwise dispose of all or substantially all of its property, or cease to operate all or substantially all of its current operations.
11.2 Remedy for breach of contract: In the event of any event of default and the event of default, the agent may, in accordance with the requirements of the majority of the bank, obtain the following remedies and notify the borrower: 1 to declare the obligations of each bank to be executed under this contract; The full amount payable by the borrower due after the termination date is immediately due and payable.
11.3 Right of Settlement: If any amount payable under this contract is due and unpaid, the Borrower authorizes each bank to use the right of set-off, bank lien or anti-claim, without prior notice, for any time in the bank or any Any borrower of a subsidiary bank, branch or office that has any currency value will file a lawsuit to fully repay the amount it should pay to each bank. Any bank that files a lawsuit should immediately notify the agent bank of the bankruptcy action filed under this section.
11.4 Non-exclusive rights: The rights set forth in this contract are cumulative and do not exclude other rights, powers, privileges or remedies provided by law.
Article 12: Applicability, distribution and payment amount apportionment
12.1 Distribution of Applicable and Payment Amount: The agent shall receive the full payment of the borrower in accordance with this contract or instrument, the amount payable in accordance with Article 14 and the fees payable under Article 5, and the insurance outstanding due. Fees, interest or principal are distributed pro rata between the agent's bank and each bank.
12.2 Allocation of payment: If any bank receives all or part of the amount due in accordance with this contract at any time, the bank shall immediately pay the amount to the correspondent bank. The agent shall allocate the above amount in accordance with Clause 12.2. The borrower paid back. However, if any bank notifies the exercise of the right of set-off, bank lien or counter-claim all or part of the amount due under this contract at any time, the bank shall immediately purchase the loan participation rights of these banks from other banks, so that The bank that purchases the right to participate in the loan can share the above amount with other banks on a pro rata basis. Furthermore, if all or part of the above amount is obtained from the purchasing bank thereafter, the purchase should be revoked and the purchase price should be restored according to the compensation procedure, but the adjustment to the interest should be fair and reasonable. The Borrower agrees that any bank that purchases participation rights from another bank under this Article may fully exercise all of its payment rights in respect of such participation rights to the fullest extent permitted by law, and the Bank shall treat the borrower as the direct creditor of the above amount. The above provisions will not affect in any way the amount of the bank's retention of claims other than those under this contract or note.
Article 13 Agency
13.1 Agent Line
The authorized dealers of each bank on behalf of the bank shall exercise the powers delegated to the entrusting bank and all other reasonable additional powers. The relationship between the agent bank and each bank is only the relationship between the agent and the person, and the agent bank must not be regarded as the trust trustee of any bank, or the agent is required to stipulate any obligations other than those specified in the express terms of this contract.
Neither the correspondent bank nor any of its directors, employees, employees or other agents shall be liable for: A. the borrower fails to perform its obligations under this contract or instrument; B. the statement made in this contract The authenticity of any other file that is guaranteed or provided in connection with this contract; C. The validity or enforceability of this contract or instrument.
The agent or its directors, employees, employees or other agents shall not be liable for any acts or omissions relating to this contract or instrument, except for gross negligence or intentional misconduct. The agent has the right to trust in any file that is believed to be true and submitted or signed by the appropriate person, relying on the advice of any independent legal counsel or other professional adviser chosen by it, and trusting any other party The result is irresponsible.
The banks have conducted surveys and assessments of the borrowers and credit information and determined that making the loan is appropriate and prudent. Except as expressly provided in this contract, the correspondent bank is not obliged to provide credit or other information relating to the borrower to any bank, whether it was obtained before or after the loan was disbursed.
The correspondent bank shall immediately transmit to the banks each notice or other file that it receives from the borrower to each bank or requires each bank to take an action; B. notify all banks when receiving all the files in Article 7.1; Notify the banks when they receive all the files in Article 7.2; D. Transfer all the notes of the received banks to the bank; E. Transfer any copies of the files submitted to the correspondent bank in accordance with Article 6.1 to the banks. The correspondent bank shall forward copies of the documents received in accordance with Articles 8.1 and 8.2 to the banks as soon as possible.
The agent bank is not responsible for asking the borrower to perform its obligations under this contract or instrument. However, the correspondent bank should immediately notify the banks of the notification of the event of default, or the event of default due to the expiration of the notice or time, or both.
Except as otherwise expressly provided in this contract, the correspondent bank is not obliged to explain to any bank the amount or profit it receives due to the loan of it or its affiliates. The correspondent bank and its affiliates may lend to the borrower and accept the deposit of the borrower. And carry out various general business activities with the borrower.
Pursuant to this contract, the agent bank may treat any request, permission or consent of any note holder of each line as decisive and binding on any subsequent person unless, unless or until the transfer or notification is notified to the agent.
The agent bank can resign at any time, notify the bank and the borrower in writing, and most of the loan rights banks can also explain the reasons or notify the agent bank to remove them without explanation. When making any of the above notices, most lenders have the right to designate a replacement agent. If the proxy line that succeeded within 30 days of the above notification is not specified or does not accept such designation, the retired correspondent bank may designate a replacement proxy line. This designated agent has a consolidated capital and surplus of at least ________ million dollars or other foreign currency equivalent to it, or a subsidiary of such a bank. Once the acting agent has accepted the appointment as an agent, it shall replace and be given all rights, powers, privileges and responsibilities of the outgoing agent. The outgoing agent bank shall be discharged from the obligations under this contract. Although the outgoing agent resigns or is removed, the provisions of this article shall continue to be valid for acts or omissions in its act as a proxy under this contract.
13.2 Reimbursement of the agreement
Each line shall, in proportion to its respective determined proportions, compensate the Agency for all costs incurred in performing its agency duties. If the correspondent bank needs to pay the above fees before paying the loan, it will be determined according to the bank's respective loan; if it is thereafter, it will be determined according to the loan amount it maintains at this time.
13.3 Funds not received by the agent
Unless the agent has received written notice from the borrower before the payment due date of this contract, the borrower does not intend to pay in full on that date, the agent may presume that the borrower has paid on the due date and, based on this, The agent bank may provide each bank with an amount equal to the presumed payable portion of the bank on the payment date. If the borrower does not actually pay the correspondent bank, once requested by each bank, the amount provided by the correspondent bank should be immediately repaid, together with the interest from the date of payment to the date of repayment. The annual interest rate determined by the correspondent bank is the daily interest rate of the US dollar deposit for that day in the ____ interbank market provided by the correspondent bank.
The agent bank shall have the right to presume that each bank has provided funds to the correspondent bank in accordance with Article 2.3 on the date of payment. According to the above presumption, the agent bank may credit the borrower with funds equivalent to the total loan commitments of all banks. If any bank that has not issued the above notice has not provided funds under Article 2.5, and the correspondent bank has credited the amount equivalent to the bank’s loan commitment to the account opened by the borrower in accordance with Article 2.2, the correspondent bank shall have the right to Select, immediately reimburse the bank or the borrower for the above amount, and the interest of the above amount from the payment date to the date of repayment. The annual interest rate determined by the agent bank is the US dollar of the _____ interbank market provided by the agent bank. The daily interest rate of deposits.
Article 14 Compensation
14.1 Start-up Fee: The Borrower shall promptly repay the agent's bank in US dollars to negotiate, prepare, and sign this contract and notes on behalf of the Borrower or the Manager and all reasonable expenses incurred in relation to the bank loan. The above fees shall include, but are not limited to, printing and copying fees, travel and communications charges, any advertising fees attached to the exchanges required by this contract, and fees for the agent and the special consultants and special ________ lawyers.
14.2 Modification and Enforcement Costs: The Borrower shall compensate the Agency and the Bank in US dollars for any modification, alteration, negotiation, preparation or performance of the Contract; any event of default, or the maintenance or enforcement of any rights under this Agreement or the Notes and All reasonable expenses associated with it, including but not limited to attorney fees.
14.3 Other expenses: If the borrower fails to perform the conditions specified in Article 8 at or before the execution of the conditions, or otherwise fails to perform it, it is irrevocable under Article 2.2, after issuing the notice referred to in Article 2.2. Commitment or payment due without paying any amount payable under this contract; or not paying the principal of any loan on the date of payment of interest, the borrower shall promptly pay all reasonable expenses, including any spread loss, to the bank in US dollars. The cost of the settlement, or the use of the deposit obtained for the loan to pay the amount of the overdue or the payment of the interest period of the payment of the loan.
14.4 Increased Fees: The Borrower shall pay each Bank the following additional fee in USD: The Bank shall determine all fees and receivables incurred or incurred by the Bank in respect of the Bank’s loan or its obligations under this Contract. The reduction in the amount receivable, and the total cost of the publication, change or interpretation of the law, regulations or treaties, or the compliance of the bank with any government authority orders, requirements or requests, and the reduction in the amount received or receivable. This includes any levy or change arising from any tax, taxes or changes to the bank's reserves, special deposits, or any such fees or reductions to similar requirements for the bank's assets, liabilities or their deposits or loans.
Article 15 General Terms
15.1 Choice of Law: This contract is governed by the law of ________ and is interpreted and interpreted accordingly.
15.2 管轄權：借款人同意凡與本契約或任何票據有關的訴訟或審理程式都可以在________法院提起並執行；借款人不可撤銷地接受各該法院管轄，不可撤銷地指定
________信箱作為其收受任何上述訴訟或審理程式送達的傳票或其他法律傳喚的代理人。該信箱應根據本契約將傳票或傳喚按本契約通知規定的地址，用掛號郵件郵寄送達借款人。
借款人並同意，可以在________地或可以找到借款人或其任何財產的任何其他管轄地的法院，提起上述訴訟或審理程式及執行，並不可撤銷地接受上述法院管轄。
借款人不可撤銷地放棄就本契約或票據有關的任何訴訟或審理程式不受在
________國________地法院或任何其他國家或管轄地法院的管轄，在判決前後不受扣押及執行的所有豁免權，並同意在有關任何上述訴訟或審理程式時不提起或不主張任何豁免權。
借款人在法律允許的最大限度內，不可撤銷地放棄對現在或以後在________法院提起的、以任何方式與本契約或票據有關的訴訟或審理程式指定的審判地點提出異議，對在上述法院提起的訴訟，不可撤銷地放棄以出庭不便為理由而提出的請求。
15.3 貸款貨幣：
根據第14條規定需要償付的費用，如果原來是以美元以外的貨幣支付時，借款人同意應以相當於美元的金額償還，即發生上述費用的人，根據正常的銀行程式，在原費用支出之日以上述其他貨幣購買美元所應支付的金額。借款人並同意，根據第4.2條，上述金額應付的利息應根據其金額以美元計算。
根據本契約或票據，借款人對於任何到期金額的義務，儘管以任何其他貨幣支付，應僅以美元計算的金額履行，即在代理行或上述銀行根據正常的銀行手續，於收到上述支付款項之後的銀行工作日立即以其他貨幣購買的金額履行。如果，購買的以美元計的金額不足原來到期日的金額，借款人同意以美元支付為賠償上述不足金額所必需的上述附加金額。借款人沒有因這種支付而解除的債務應作為單獨和獨立的債務到期，並在本契約規定解除之前應繼續充分有效。
15.4 票據的替換：在票據丟失、被竊或被毀，借款人收到合理的可以滿意的補償或擔保的情況下；或者在票據殘缺不全，票據持有人在向借款人出示該殘損票據時，借款人應自付費用簽署並遞交一份新的票據，註明支付日期和相同的本金金額以代替丟失、被竊、被毀或殘損票據。
15.5 通知：除本契約另有明確規定外，所有通知應按照本契約，採用電傳、電報或派人送交的書面通知。用傳真傳送或航空郵遞，先付郵資。上述所有通知應遞送到附錄1指定的收受人的電傳號或________號或地址，或上述收受人通知的其他當事人的號碼或地址，所有上述通知應在收到時有效。
15.6 補救和棄權：代理行或任何銀行沒有或遲延行使本契約項下的權利不應視為放棄或損害上述權利。單一地或部分地行使上述權利應不排除以任何其他方式行使或進一步行使上述權利或其他權利。除非以書面形式表示，否則上述權利的放棄應屬無效。上述任何權利的放棄不能視為本契約任何其他它權利的放棄。
15.7 變更：本契約只能由當事人書面簽字檔案變更。
15.8 轉讓：本契約對借款人、代理行和各行及其各自繼承者和受讓人的利益有約束力。但是，如果代理行以及所有銀行沒有事先書面同意，借款人不能轉讓其在本契約項下的任何權利或義務。
各行得在任何時候讓與或轉讓其在任何票據或本契約項下的權利或義務。但是，任何銀行都不得以根據任何管轄地的公司法或票據法需要登記的形式或方式作出上述讓與或轉讓。借款人應根據任何銀行的請求，簽署並遞交為讓與或轉讓發生充分效力所必需的檔案，包括該銀行應簽署和遞交的以換取該銀行持有的票據的新票據。如果任何銀行讓與或轉讓其在本契約項下的任何權利或義務，則本契約中所指各行，就其各自利益而言，應指各被轉讓權利和義務的銀行和個人。
15.9 代理行或任何銀行的每一決定，在沒有明顯錯誤時，應是最終的，對當事人有約束力。
15.10 借款人在第6.1條、6.2條和14條項下的義務，在償還貸款、取消票據及終止銀行和代理行在本契約項下的義務時仍然有效。
15.11 語言____有關本契約提交的每份檔案均應為英文，或應附有英文譯本，由必須提交上檔案述的當事人確認為完整和準確。
15.12 條款的可分割性：本契約中任何管轄區禁止或不能執行的任何條款就該管轄區而言，在上述禁止或不能執行限度內無效，並不使契約的其他條款無效，或者影響該條款在任何其他管轄區內的有效性和可執行性。
15.13 副本：本契約可以簽署任何數量的副本，所有上述副本合起來應視為構成同一契約。
15.14 術語的統一性：本契約包括關於標的事項的當事人之間的全部契約，並取代所有口頭陳述和以前的書面檔案。
雙方於契約開端所述日期在________正式簽署和交付本契約，以資證明。
借款人：________________________
Representative: ________________________
職 務：________________________
________year month day
銀行：________________________
Representative: ____________________
職 務：____________________
________year month day
銀行：____________________
Representative: ____________________
職 務：____________________
________year month day
各行貸款承諾：
____________________銀 行___________________美元
Representative: ____________________
職 務：____________________
____________________銀 行___________________美元
Representative: ____________________
職 務：____________________
____________________銀行____________________美元
貸款承諾總額：__________________美元
appendix:
1.地址表
2.本票格式
3.借款人證明書格式
4.借款人律師意見書
5.代理行及各行特聘的當地律師意見書
6.代理行的張票接受格式。
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