On and after the date of this Agreement in the event that any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof or in any directive of any applicable fiscal or monetary authority (whether or not having the force of law) shall change the basis of taxation of payments to the Bank of the principal of or interest on the Loan or the Note or in respect of any other amounts due under this Agreement or shall impose, modify or deem applicable any reserve, special deposit or similar requirements against assets of, deposits with or for the account of, or credit extended by, the Bank, or shall impose on the Bank or the London interbank market any other condition affecting this Agreement, the Loan, or the Note and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining the Loan or to reduce the amount of any sum receivable by the Bank hereunder, then the Borrower shall pay to the Bank upon its demand such additional amount or amounts as will compensate the Bank for such additional cost or reduction. A certificate of the Bank setting forth the basis for the determination of such amount necessary to compensate the Bank as aforesaid shall be delivered to the Borrower and shall, save for manifest error in computation or transmission, be conclusive as to such determination and such amount.
Section 4.7 Change of Law
Notwithstanding any other provisions herein, in the event that any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof shall make it unlawful for the Bank to (1) honor its Commitment, or (2) make or maintain the Loan, the Bank shall notify the Borrower and shall furnish the Borrower, in writing, evidence certified by the Bank of such change. Upon such notice by the Bank to the Borrower of the change, the Commitment of the Bank shall terminate and the aggregate principal amount of the Loan and the Note then outstanding, together with interest accrued thereon and any other amounts payable to the Bank under this Agreement shall be repaid on the Interest Payment Date next succeeding the date of any such change or on such earlier date as is specified by the Bank.
Article 5 Representations and Warranties
To induce the Bank to enter into this Agreement and to make and maintain the Loan, the Borrower makes the following representations and warranties to the Bank.
Section 5.1 Due Incorporation Qualification
The Borrower is a_________(specify type of entity) duly organized, validly existing and in good standing under the laws of_______________(Name of Country) and it has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business in each jurisdiction in which the character of the properties owned by it therein or the transaction of its business therein makes such qualification necessary.
Section 5.2 Capacity and Authorization
The Borrower has full power and authority to enter into this Agreement, to make to borrowings, to execute and deliver the Note and to incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate action.
Section 5.3 Consents and Registrations
All authorizations, consents, approvals, registrations, declarations, exemptions and licenses with or from any person which are required in connection with the execution, delivery, performance, validity or enforceability of or payment under this Agreement and the Note (except central bank permissions to remit foreign exchange which are not available at this time) have been obtained and are in full force and effect.
Section 5.4 Legality and Enforceability
This Agreement constitutes, and the Note when issued and delivered pursuant hereto will constitute, the legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms in any competent court in_________(Name of Country).
Section 5.5 Compliance with Other Instruments
The execution and delivery of this Agreement and compliance with its terms, and the issuance of the Note as contemplated therein will not result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any properties of the Borrower pursuant to, or constitute a default (with due notice or lapse of time or both) or result in an occurrence of an event for which holder or holders of indebtedness may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which the Borrower is a party or by which the Borrower or its property may be bound or affected, or under the Memorandum or Articles of Association of the Borrower, and will not violate any provision of applicable law.
Section 5.6 Financial Statements
The balance sheet of the Borrower and the related earnings statement of the Borrower for the fiscal year then ended, copies of which have been furnished to the Bank, are complete and correct and fairly present the financial condition of the Borrower as at such date and the results of its operations for the period ended on such date and have been prepared in accordance with generally accepted accounting principles in_______________(Name of Country) applied on a consistent basis. There are no material liabilities, direct or indirect, fixed or contingent, of the Borrower as of the date of such balance sheet which is not reflected therein or in the notes thereto. There has been not material adverse change in the business, properties, condition（financial or other）or operation of the Borrower since the date of said balance sheet.
Section 5.7 Material Adverse Events