【正文】 and the related earnings statement of the Borrower for the fiscal year then ended， copies of which have been furnished to the Bank， are plete 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〕 appled 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 are not reflected therein or in the notes thereto. There has been not material adverse change in the business， properties， cond。The balance sheet of the Borrower as at并與該財政年度未借款人損益報告有關(guān)并已將復(fù)印件送交銀行的資產(chǎn)負債表應(yīng)是在保持一貫性的基礎(chǔ)上依X國通常所能接受的會計準則于期末日所準備出的，完整、正確及公正地反映該期間現(xiàn)時財務(wù)狀況和期未經(jīng)營成果。The execution and delivery of this Agreement and pliance 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 and 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.5．6　財務(wù)報表Section 　 Financial Statements.借款人在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.5．4　合法性和強制性Section 　　Legality and Enforceability.本協(xié)議及依協(xié)議出具及送達的票據(jù)構(gòu)成依X國有權(quán)法院的規(guī)定對于借款人的合法、有效并具約束力的強制性義務(wù)。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.5．2　能力和權(quán)力Section 　 Capacity and Authorization.借款人有充分的權(quán)力參與本協(xié)議，借貸資金，簽署票據(jù)并承擔由此而產(chǎn)生的義務(wù)；上述全部行為均經(jīng)適當和必需的法人行為所授權(quán)。為使銀行加入本協(xié)議并發(fā)放并維持貸款，借款人特向銀行作出下列陳述和保證。基于由銀行向借款人作出的有關(guān)此變更的通知，銀行的承諾即終止，且全部貸款本金和未付票據(jù)款項，連同利息和依本協(xié)議應(yīng)向銀行支付的所有其他款項均須于此類變更之日后繼的計算日或依銀行規(guī)定更早的日期完成支付。由銀行出具的確定其補償必要額度的證明應(yīng)先行送交借款人，除非有計算或傳遞方面明顯的錯誤，則該證明將最終作為確認文件并確定補償金額。（a）All payments on account of the Note and the principal of and interest on the Loan and all other amounts payable under this Agreement or the Note by the Borrower shall be made free and clear of and clear of and without reduction by reason of all present and future ine， stamp and other taxes， duties， fees， levies，imposts， deductions， charges， pulsory loans， withholdings or other charges whatsoever imposed， assessed， levied or collected by 〔Name of Country〕 or any department， agency or other political subdivision　or　taxing　authority　thereof　or　therein　or　any organization of which it is a member， together with interest thereon and penalties with respect thereof， if any ， on or in respect of this Agreement， the Loan， the Note， the registration， notarization or other formalization of any thereof， the enforcement of any thereof，and any payment of principal， interest， charges， fees or other amounts made on， under or m respect of any thereof （herein collectively called Taxes）. If any Taxes are so levied or imposed， the Borrower shall pay to the Bank such additional amounts as may be necessary so as to assure the Bank that it will receive a net amount equal to the total amount of the payments provided for herein or in the Note which the Bank would have received if such amounts had not been subject to Taxes. All Taxes will be paid by the　Borrower prior to　the　date　on　which　penalties　attract thereto， within 45 days after the date on which payment of any such Taxes is due pursuant to applicable law， the Borrower will furnish to the Bank the original of a receipt for the full payment of such Taxes or ， if such is not available， evidence of such payment satisfactory in form and substance to the Bank.（b）借款人將保護銀行或票據(jù)持有人不受分割并向該方依其要求償還已實際支付的任何稅款。所有稅務(wù)應(yīng)由借款人在罰款日期之前支付。The Borrower will reimburse the Bank for all costs， expenses and losses （including loss of profit） incurred by the Bank （including ， without limitation， costs， expenses and losses incurred in connection with the acquisition or liquidation of deposits or other funds acquired by the Bank in order to make or maintain the Loan or in connection with the re employment of such deposits or other funds following the payment or prepayment of the Loan at rates lower than the rate of interest on the Loan as provided for by this Agreement except for loss of profit accruing after the Interest Payment Date next succeeding such payment or prepayment ） by reason of （a） the Loan not being made on the date hereof， or （b） the payment or prepayment of any principal of the Loan on a date other than an Interest payment Date. The Bank shall describe and certify any such costs， expenses and losses incurred by it to the Borrower， and such certification and notice shall be binding and conclusive in the absence of manifest error in putation or transmission.4．5　稅務(wù)Section 　 Taxes.（a）所有票據(jù)面額、貸款本金和利息，以及與本協(xié)議和借款人開具票據(jù)有關(guān)的應(yīng)