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800 | 4 . 2 . 3 cause Borrower Company to engage in the security service business , and complete all the government approvals , authorizations , licensing , registration and filing required for engaging in the security service business pursuant to the laws of China ; Borrower shall provide Lender with all the said governmental approvals for verification ; | <response> 4 . 2 . 3 cause <person>Borrower</person> Company to engage in the security service business , and complete all the government approvals , authorizations , licensing , registration and filing required for engaging in the security service business pursuant to the laws of <location>China</location> ; <person>Borrower</person> shall provide <person>Lender</person> with all the said governmental approvals for verification ; </response> |
801 | 4 . 2 . 4 execute an irrevocable Power of Attorney , which authorizes a legal or natural person designated by Lender to exercise all of Borrower ’ s rights as a shareholder in Borrower Company , and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Share Pledge Agreement or as requested by Lender ; | <response> 4 . 2 . 4 execute an irrevocable Power of Attorney , which authorizes a legal or natural person designated by <person>Lender</person> to exercise all of <person>Borrower</person> ’ s rights as a shareholder in <person>Borrower</person> Company , and refrain from exercising any such shareholder rights except to the extent required under this Agreement or the Share Pledge Agreement or as requested by <person>Lender</person> ; </response> |
802 | 4 . 2 . 5 execute the Exclusive Option Agreement with Lender and Borrower Company , under which Borrower shall irrevocably grant to Lender an exclusive option to purchase all of the Borrower Equity Interest ; | <response> 4 . 2 . 5 execute the Exclusive Option Agreement with <person>Lender</person> and <person>Borrower</person> Company , under which <person>Borrower</person> shall irrevocably grant to <person>Lender</person> an exclusive option to purchase all of the <person>Borrower</person> Equity Interest ; </response> |
803 | 6 4 . 2 . 6 execute a Share Pledge Agreement ( the “ Share Pledge Agreement ”) with Lender , under which Borrower shall pledge the Borrower Equity Interest to Lender ; | <response> 6 4 . 2 . 6 execute a Share Pledge Agreement ( the “ Share Pledge Agreement ”) with <person>Lender</person> , under which <person>Borrower</person> shall pledge the <person>Borrower</person> Equity Interest to <person>Lender</person> ; </response> |
804 | 4 . 2 . 7 enter into the aforementioned Power of Attorney , Exclusive Option Agreement and Share Pledge Agreement on the date of the issuance of the business license to Borrower Company , and complete all the related governmental approvals , registrations or fillings ( as applicable ); | <response> 4 . 2 . 7 enter into the aforementioned Power of Attorney , Exclusive Option Agreement and Share Pledge Agreement on the date of the issuance of the business license to <person>Borrower</person> Company , and complete all the related governmental approvals , registrations or fillings ( as applicable ); </response> |
805 | 4 . 2 . 8 abide by the provisions of this Agreement , the Power of Attorney , the Share Pledge Agreement and the Exclusive Option Agreement , perform his obligations under this Agreement , the Power of Attorney , the Share Pledge Agreement and the Exclusive Option Agreement , and refrain from any action or omission that may affect the effectiveness and enforceability of this Agreement , the Share Pledge Agreement and the Exclusive Option Agreement ; | <response> 4 . 2 . 8 abide by the provisions of this Agreement , the Power of Attorney , the Share Pledge Agreement and the Exclusive Option Agreement , perform his obligations under this Agreement , the Power of Attorney , the Share Pledge Agreement and the Exclusive Option Agreement , and refrain from any action or omission that may affect the effectiveness and enforceability of this Agreement , the Share Pledge Agreement and the Exclusive Option Agreement ; </response> |
806 | 4 . 2 . 9 not sell , transfer , mortgage or dispose of in any other manner its legal or beneficial interest in Borrower Equity Interest , or allow the encumbrance thereon of any security interest , except in accordance with the Share Pledge Agreement ; | <response> 4 . 2 . 9 not sell , transfer , mortgage or dispose of in any other manner its legal or beneficial interest in <person>Borrower</person> Equity Interest , or allow the encumbrance thereon of any security interest , except in accordance with the Share Pledge Agreement ; </response> |
807 | 4 . 2 . 10 cause any shareholders ’ meeting and / or board of directors meeting of Borrower Company not to approve the sale , transfer , mortgage or disposition in any other manner of any legal or beneficial interest in equity interest held by Borrower , or allow the encumbrance thereon of any security interest , except to Lender or Lender ’ s designated person ; | <response> 4 . 2 . 10 cause any shareholders ’ meeting and / or board of directors meeting of <person>Borrower</person> Company not to approve the sale , transfer , mortgage or disposition in any other manner of any legal or beneficial interest in equity interest held by <person>Borrower</person> , or allow the encumbrance thereon of any security interest , except to <person>Lender</person> or <person>Lender</person> ’ s designated person ; </response> |
808 | 4 . 2 . 11 cause any shareholders ’ meeting and / or board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person , or its acquisition of or investment in any person , without the prior written consent of Lender ; | <response> 4 . 2 . 11 cause any shareholders ’ meeting and / or board of directors of the <person>Borrower</person> Company not to approve the merger or consolidation of <person>Borrower</person> Company with any person , or its acquisition of or investment in any person , without the prior written consent of <person>Lender</person> ; </response> |
809 | 4 . 2 . 12 immediately notify Lender of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to Borrower Equity Interest ; | <response> 4 . 2 . 12 immediately notify <person>Lender</person> of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to <person>Borrower</person> Equity Interest ; </response> |
810 | 4 . 2 . 13 to the extent necessary to maintain his ownership of the Borrower Equity Interest , execute all necessary or appropriate documents , take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims ; | <response> 4 . 2 . 13 to the extent necessary to maintain his ownership of the <person>Borrower</person> Equity Interest , execute all necessary or appropriate documents , take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims ; </response> |
811 | 4 . 2 . 14 without the prior written consent of Lender , refrain from any action / omission that may have a material impact on the assets , business and liabilities of Borrower Company ; | <response> 4 . 2 . 14 without the prior written consent of <person>Lender</person> , refrain from any action / omission that may have a material impact on the assets , business and liabilities of <person>Borrower</person> Company ; </response> |
812 | 7 4 . 2 . 15 appoint any designee of Lender as director of Borrower Company , at the request of Lender ; | <response> 7 4 . 2 . 15 appoint any designee of <person>Lender</person> as director of <person>Borrower</person> Company , at the request of <person>Lender</person> ; </response> |
813 | 4 . 2 . 16 to the extent permitted by the laws of China , at the request of Lender at any time , promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender ’ s designated representative at any time , and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this section ; | <response> 4 . 2 . 16 to the extent permitted by the laws of <location>China</location> , at the request of <person>Lender</person> at any time , promptly and unconditionally transfer all of <person>Borrower</person> Equity Interest to <person>Lender</person> or <person>Lender</person> ’ s designated representative at any time , and cause the other shareholders of <person>Borrower</person> Company to waive their right of first refusal with respect to the share transfer described in this section ; </response> |
814 | 4 . 2 . 17 to the extent permitted by the laws of China , at the request of Lender at any time , cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interest to Lender or Lender ’ s designated representative at any time , and Borrower hereby waives his right of first refusal ( if any ) with respect to the share transfer described in this section ; | <response> 4 . 2 . 17 to the extent permitted by the laws of <location>China</location> , at the request of <person>Lender</person> at any time , cause the other shareholders of <person>Borrower</person> Company to promptly and unconditionally transfer all of their equity interest to <person>Lender</person> or <person>Lender</person> ’ s designated representative at any time , and <person>Borrower</person> hereby waives his right of first refusal ( if any ) with respect to the share transfer described in this section ; </response> |
815 | 4 . 2 . 18 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement , use such purchase price obtained thereby to repay the Loan to Lender ; and | <response> 4 . 2 . 18 in the event that <person>Lender</person> purchases <person>Borrower</person> Equity Interest from <person>Borrower</person> in accordance with the provisions of the Exclusive Option Agreement , use such purchase price obtained thereby to repay the Loan to <person>Lender</person> ; and </response> |
816 | 4 . 2 . 19 without the prior written consent of Lender , not to cause Borrower Company to supplement , change , or amend its articles of association in any manner , increase or decreases its registered capital or change its share capital structure in any manner . | <response> 4 . 2 . 19 without the prior written consent of <person>Lender</person> , not to cause <person>Borrower</person> Company to supplement , change , or amend its articles of association in any manner , increase or decreases its registered capital or change its share capital structure in any manner . </response> |
817 | 5 Liability for Default | <response> 5 Liability for Default </response> |
818 | 5 . 1 In the event a Party breaches this Agreement or otherwise causes the non - performance of this Agreement in part or in whole , such Party shall be liable for such breach and shall compensate all damages ( including litigation and attorneys fees ) resulting therefrom . | <response> 5 . 1 In the event a Party breaches this Agreement or otherwise causes the non - performance of this Agreement in part or in whole , such Party shall be liable for such breach and shall compensate all damages ( including litigation and attorneys fees ) resulting therefrom . </response> |
819 | In the event that both Parties breach this Agreement , each Party shall be liable for its respective breach . | <response> In the event that both Parties breach this Agreement , each Party shall be liable for its respective breach . </response> |
820 | 5 . 2 in the event that Borrower fails to perform the repayment obligations set forth in this Agreement , Borrower shall pay overdue interest of 0 . 01 % per day for the outstanding payment , until the day Borrower repays the full principal of the Loan , overdue interests and other payable amounts . | <response> 5 . 2 in the event that <person>Borrower</person> fails to perform the repayment obligations set forth in this Agreement , <person>Borrower</person> shall pay overdue interest of 0 . 01 % per day for the outstanding payment , until the day <person>Borrower</person> repays the full principal of the Loan , overdue interests and other payable amounts . </response> |
821 | 6 Notices | <response> 6 Notices </response> |
822 | 6 . 1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail , postage prepaid , by a commercial courier service or by facsimile transmission to the address of such Party set forth below . | <response> 6 . 1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail , postage prepaid , by a commercial courier service or by facsimile transmission to the address of such Party set forth below . </response> |
823 | A confirmation copy of each notice shall also be sent by email . | <response> A confirmation copy of each notice shall also be sent by email . </response> |
824 | The dates on which notices shall be deemed to have been effectively given shall be determined as follows : | <response> The dates on which notices shall be deemed to have been effectively given shall be determined as follows : </response> |
825 | 8 6 . 1 . 1 Notices given by personal delivery , by courier service or by registered mail , postage prepaid , shall be deemed effectively given on the date of delivery . | <response> 8 6 . 1 . 1 Notices given by personal delivery , by courier service or by registered mail , postage prepaid , shall be deemed effectively given on the date of delivery . </response> |
826 | 6 . 1 . 2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission ( as evidenced by an automatically generated confirmation of transmission ). | <response> 6 . 1 . 2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission ( as evidenced by an automatically generated confirmation of transmission ). </response> |
827 | 6 . 2 For the purpose of notices , the addresses of the Parties are as follows : | <response> 6 . 2 For the purpose of notices , the addresses of the Parties are as follows : </response> |
828 | Lender : 3 / F Zhongdian Information Tower , No . 6 Zhongguancun South Street , Haidian District , Beijing 100086 , P . R . | <response> <person>Lender</person> : <location>3 / F Zhongdian Information Tower</location> , No . 6 <location>Zhongguancun South Street</location> , <location>Haidian District</location> , <location>Beijing 100086</location> , P . R . </response> |
829 | China Attn : Legal Department Phone : + 86 - 10 - 6250 1658 Facsimile : + 86 - 10 - 6250 1665 | <response> <location>China</location> Attn : <organization>Legal Department</organization> Phone : + 86 - 10 - 6250 1658 Facsimile : + 86 - 10 - 6250 1665 </response> |
830 | Borrower : 1 - 4 - 48 , No . | <response> <person>Borrower</person> : 1 - 4 - 48 , No . </response> |
831 | 1 , Jinjia Village , Fengtai District , Beijing , P . R . China Attn : Bing Yu Tel : + 86 - 10 - 6250 1312 | <response> 1 , <location>Jinjia Village</location> , <location>Fengtai District</location> , <location>Beijing</location> , P . R . <location>China</location> Attn : <person>Bing Yu</person> Tel : + 86 - 10 - 6250 1312 </response> |
832 | 6 . 3 Any party may at any time change its address for notices by a notice delivered to the other party in accordance with the terms hereof . | <response> 6 . 3 Any party may at any time change its address for notices by a notice delivered to the other party in accordance with the terms hereof . </response> |
833 | 7 Duty to Maintain Confidentiality | <response> 7 Duty to Maintain Confidentiality </response> |
834 | The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information . | <response> The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information . </response> |
835 | The Parties shall maintain the confidentiality of all such information , and without the written consent of other Party , a Party shall not disclose any relevant information to any third party , except in the following circumstances : ( a ) such information is or will be in the public domain ( provided that this is not the result of a public disclosure by the receiving party ); ( b ) information disclosed as required by applicable laws or rules or regulations of any stock exchange ; or ( c ) information required to be disclosed by a Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder , and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this section . | <response> The Parties shall maintain the confidentiality of all such information , and without the written consent of other Party , a Party shall not disclose any relevant information to any third party , except in the following circumstances : ( a ) such information is or will be in the public domain ( provided that this is not the result of a public disclosure by the receiving party ); ( b ) information disclosed as required by applicable laws or rules or regulations of any stock exchange ; or ( c ) information required to be disclosed by a Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder , and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this section . </response> |
836 | Disclosure of any confidential information by any staff member or agent hired by a Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for such breach under this Agreement . | <response> Disclosure of any confidential information by any staff member or agent hired by a Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for such breach under this Agreement . </response> |
837 | This section shall survive the termination of this Agreement for any reason . | <response> This section shall survive the termination of this Agreement for any reason . </response> |
838 | 8 Governing Law and Resolution of Disputes | <response> 8 Governing Law and Resolution of Disputes </response> |
839 | 8 . 1 The execution , effectiveness , construction , performance , amendment and termination of this Agreement and the resolution of disputes shall be governed by the laws of China . | <response> 8 . 1 The execution , effectiveness , construction , performance , amendment and termination of this Agreement and the resolution of disputes shall be governed by the laws of <location>China</location> . </response> |
840 | 9 8 . 2 Any dispute , controversy or claim arising out of or relating to this Agreement , or the breach termination or invalidity thereof , shall be settled by arbitration at the Hong Kong International Arbitration Center (“ HKIAC ”) under the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause . | <response> 9 8 . 2 Any dispute , controversy or claim arising out of or relating to this Agreement , or the breach termination or invalidity thereof , shall be settled by arbitration at the <location>Hong Kong</location> International Arbitration Center (“ HKIAC ”) under the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause . </response> |
841 | For the purpose of such arbitration , there shall be a board of arbitration ( the “ Board of Arbitration ”) consisting of three arbitrators , each of the Parties shall select one ( 1 ) member and the third member shall be selected by mutual agreement of the other members , or if the other members fail to reach agreement on a third member within twenty ( 20 ) days after their selection , such third member shall thereafter be selected by the HKIAC upon application made to it for such purpose . | <response> For the purpose of such arbitration , there shall be a board of arbitration ( the “ Board of Arbitration ”) consisting of three arbitrators , each of the Parties shall select one ( 1 ) member and the third member shall be selected by mutual agreement of the other members , or if the other members fail to reach agreement on a third member within twenty ( 20 ) days after their selection , such third member shall thereafter be selected by the HKIAC upon application made to it for such purpose . </response> |
842 | The language used in such arbitration shall be English , and the place of arbitration shall be in Hong Kong at HKIAC . | <response> The language used in such arbitration shall be <miscellaneous>English</miscellaneous> , and the place of arbitration shall be in <location>Hong Kong</location> at HKIAC . </response> |
843 | Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this Agreement including any additions to the UNCITRAL Arbitration Rules as are therein contained . | <response> Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this Agreement including any additions to the UNCITRAL Arbitration Rules as are therein contained . </response> |
844 | The decision by the Board of Arbitration shall be final and binding on the parties . | <response> The decision by the Board of Arbitration shall be final and binding on the parties . </response> |
845 | 8 . 3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute , except for the matters under dispute , the parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement . | <response> 8 . 3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute , except for the matters under dispute , the parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement . </response> |
846 | 9 Miscellaneous | <response> 9 Miscellaneous </response> |
847 | 9 . 1 This Agreement shall become effective on the date thereof , and shall expire upon the date of full performance by the Parties of their respective obligations under this Agreement . | <response> 9 . 1 This Agreement shall become effective on the date thereof , and shall expire upon the date of full performance by the Parties of their respective obligations under this Agreement . </response> |
848 | 9 . 2 This Agreement shall be written in both Chinese and English language in two copies , The Parties hereto shall execute two originals of this Agreement , one for each party , and each original shall have equal legal validity . | <response> 9 . 2 This Agreement shall be written in both <miscellaneous>Chinese</miscellaneous> and <miscellaneous>English</miscellaneous> language in two copies , The Parties hereto shall execute two originals of this Agreement , one for each party , and each original shall have equal legal validity . </response> |
849 | In case there is any conflict between the Chinese version and the English version , the Chinese version shall prevail . | <response> In case there is any conflict between the <miscellaneous>Chinese</miscellaneous> version and the <miscellaneous>English</miscellaneous> version , the <miscellaneous>Chinese</miscellaneous> version shall prevail . </response> |
850 | 9 . 3 This Agreement may be amended or supplemented through written agreement by and between Lender and Borrower . | <response> 9 . 3 This Agreement may be amended or supplemented through written agreement by and between <person>Lender</person> and <person>Borrower</person> . </response> |
851 | Such written amendment agreement and / or supplementary agreement executed by and between Lender and Borrower shall form an integral part of this Agreement , and shall have the same legal validity as this Agreement . | <response> Such written amendment agreement and / or supplementary agreement executed by and between <person>Lender</person> and <person>Borrower</person> shall form an integral part of this Agreement , and shall have the same legal validity as this Agreement . </response> |
852 | 9 . 4 In the event that one or several of the provisions of this Agreement are found to be invalid , illegal or unenforceable in any aspect in accordance with any laws or regulations , the validity , legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect . | <response> 9 . 4 In the event that one or several of the provisions of this Agreement are found to be invalid , illegal or unenforceable in any aspect in accordance with any laws or regulations , the validity , legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect . </response> |
853 | The Parties shall strive in good faith to replace such invalid , illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law the intentions of the Parties , and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid , illegal or unenforceable provisions . | <response> The Parties shall strive in good faith to replace such invalid , illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law the intentions of the Parties , and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid , illegal or unenforceable provisions . </response> |
854 | 9 . 5 The attachments ( if any ) to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement . | <response> 9 . 5 The attachments ( if any ) to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement . </response> |
855 | 10 Lender : Lenovo - AsiaInfo Technologies , Inc . | <response> 10 <person>Lender</person> : <organization>Lenovo - AsiaInfo Technologies</organization> , Inc . </response> |
856 | By : | <response> By : </response> |
857 | / s / Bing Yu Name : | <response> / s / <person>Bing Yu</person> Name : </response> |
858 | Bing Yu | <response> <person>Bing Yu</person> </response> |
859 | Title : | <response> Title : </response> |
860 | Legal Representative | <response> Legal Representative </response> |
861 | Borrower : Bing Yu By : | <response> <person>Borrower</person> : <person>Bing Yu</person> By : </response> |
862 | / s / Bing Yu | <response> / s / <person>Bing Yu</person> </response> |
863 | If Borrower or any Person acting for Borrower makes any material misrepresentation or material misstatement now or later in any warranty or representation in this Agreement or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document . | <response> If <person>Borrower</person> or any Person acting for <person>Borrower</person> makes any material misrepresentation or material misstatement now or later in any warranty or representation in this Agreement or in any writing delivered to <organization>Bank</organization> or to induce <organization>Bank</organization> to enter this Agreement or any Loan Document . </response> |
864 | 9 BANK ' S RIGHTS AND REMEDIES | <response> 9 <organization>BANK</organization> ' S RIGHTS AND REMEDIES </response> |
865 | 9 . 1 RIGHTS AND REMEDIES . | <response> 9 . 1 RIGHTS AND REMEDIES . </response> |
866 | When an Event of Default occurs and continues Bank may , without notice or demand , do any or all of the following : | <response> When an Event of Default occurs and continues <organization>Bank</organization> may , without notice or demand , do any or all of the following : </response> |
867 | ( a ) Declare all Obligations immediately due and payable ( but if an Event of Default described in Section 8 . 5 occurs all Obligations are immediately due and payable without any action by Bank ); | <response> ( a ) Declare all Obligations immediately due and payable ( but if an Event of Default described in Section 8 . 5 occurs all Obligations are immediately due and payable without any action by <organization>Bank</organization> ); </response> |
868 | ( b ) Stop advancing money or extending credit for Borrower ' s benefit under this Agreement or under any other agreement between Borrower and Bank ; | <response> ( b ) Stop advancing money or extending credit for <person>Borrower</person> ' s benefit under this Agreement or under any other agreement between <person>Borrower</person> and <organization>Bank</organization> ; </response> |
869 | ( c ) Make any payments and do any acts it considers necessary or reasonable to protect its security interest in the Collateral . | <response> ( c ) Make any payments and do any acts it considers necessary or reasonable to protect its security interest in the Collateral . </response> |
870 | Borrower will assemble the Collateral if Bank requires and make it available as Bank designates . | <response> <person>Borrower</person> will assemble the Collateral if <organization>Bank</organization> requires and make it available as <organization>Bank</organization> designates . </response> |
871 | Bank may enter premises where the Collateral is located , take and maintain possession of any part of the Collateral , and pay , purchase , contest , or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred . | <response> <organization>Bank</organization> may enter premises where the Collateral is located , take and maintain possession of any part of the Collateral , and pay , purchase , contest , or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred . </response> |
872 | Borrower grants Bank a license to enter and occupy any of its premises , without charge , to exercise any of Bank ' s rights or remedies ; | <response> <person>Borrower</person> grants <organization>Bank</organization> a license to enter and occupy any of its premises , without charge , to exercise any of <organization>Bank</organization> ' s rights or remedies ; </response> |
873 | ( d ) Apply to the Obligations any ( i ) balances and deposits of Borrower it holds , or ( ii ) any amount held by Bank owing to or for the credit or the account of Borrower ; | <response> ( d ) Apply to the Obligations any ( i ) balances and deposits of <person>Borrower</person> it holds , or ( ii ) any amount held by <organization>Bank</organization> owing to or for the credit or the account of <person>Borrower</person> ; </response> |
874 | ( e ) Ship , reclaim , recover , store , finish , maintain , repair , prepare for sale , advertise for sale , and sell the Collateral ; and | <response> ( e ) Ship , reclaim , recover , store , finish , maintain , repair , prepare for sale , advertise for sale , and sell the Collateral ; and </response> |
875 | ( f ) Dispose of the Collateral according to the Code . | <response> ( f ) Dispose of the Collateral according to the Code . </response> |
876 | 9 . 2 POWER OF ATTORNEY . | <response> 9 . 2 POWER OF ATTORNEY . </response> |
877 | Effective only when an Event of Default occurs and continues , Borrower irrevocably appoints Bank as its lawful attorney to : ( i ) transfer the Collateral into the name of Bank or a third party as the Code permits . | <response> Effective only when an Event of Default occurs and continues , <person>Borrower</person> irrevocably appoints <organization>Bank</organization> as its lawful attorney to : ( i ) transfer the Collateral into the name of <organization>Bank</organization> or a third party as the Code permits . </response> |
878 | Bank may exercise the power of attorney to sign Borrower ' s name on any documents necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred . | <response> <organization>Bank</organization> may exercise the power of attorney to sign <person>Borrower</person> ' s name on any documents necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred . </response> |
879 | Bank ' s appointment as Borrower ' s attorney in fact , and all of Bank ' s rights and powers , coupled | <response> <organization>Bank</organization> ' s appointment as <person>Borrower</person> ' s attorney in fact , and all of <organization>Bank</organization> ' s rights and powers , coupled </response> |
880 | 11 < PAGE > 12 with an interest , are irrevocable until all Obligations have been fully repaid and performed and Bank ' s obligation to provide Credit Extensions terminates . | <response> 11 < PAGE > 12 with an interest , are irrevocable until all Obligations have been fully repaid and performed and <organization>Bank</organization> ' s obligation to provide Credit Extensions terminates . </response> |
881 | 9 . 3 BANK EXPENSES . | <response> 9 . 3 <organization>BANK</organization> EXPENSES . </response> |
882 | If Borrower fails to pay any amount or furnish any required proof of payment to third persons Bank may make all or part of the payment or obtain insurance policies required in Section 6 . 4 , and take any action under the policies Bank deems prudent Any amounts paid by Bank are Bank Expenses and immediately due and payable , bearing interest at the then applicable rate and secured by the Collateral . | <response> If <person>Borrower</person> fails to pay any amount or furnish any required proof of payment to third persons <organization>Bank</organization> may make all or part of the payment or obtain insurance policies required in Section 6 . 4 , and take any action under the policies <organization>Bank</organization> deems prudent Any amounts paid by <organization>Bank</organization> are <organization>Bank</organization> Expenses and immediately due and payable , bearing interest at the then applicable rate and secured by the Collateral . </response> |
883 | No payments by Bank are deemed an agreement to make similar payments in the future or Bank ' s waiver of any Event of Default . | <response> No payments by <organization>Bank</organization> are deemed an agreement to make similar payments in the future or <organization>Bank</organization> ' s waiver of any Event of Default . </response> |
884 | 9 . 4 BANK ' S LIABILITY FOR COLLATERAL . | <response> 9 . 4 <organization>BANK</organization> ' S LIABILITY FOR COLLATERAL . </response> |
885 | If Bank complies with reasonable banking practices it is not liable for ( a ) the safekeeping of the Collateral ; ( b ) any loss or damage to the Collateral ; ( c ) any diminution in the value of the Collateral ; or ( d ) any act or default of any carrier , warehouseman , bailee , or other person . | <response> If <organization>Bank</organization> complies with reasonable banking practices it is not liable for ( a ) the safekeeping of the Collateral ; ( b ) any loss or damage to the Collateral ; ( c ) any diminution in the value of the Collateral ; or ( d ) any act or default of any carrier , warehouseman , bailee , or other person . </response> |
886 | Borrower bears all risk of loss , damage or destruction of the Collateral . | <response> <person>Borrower</person> bears all risk of loss , damage or destruction of the Collateral . </response> |
887 | 9 . 5 REMEDIES CUMULATIVE . | <response> 9 . 5 REMEDIES CUMULATIVE . </response> |
888 | Bank ' s rights and remedies under this Agreement , the Loan Documents , and all other agreements are cumulative . | <response> <organization>Bank</organization> ' s rights and remedies under this Agreement , the Loan Documents , and all other agreements are cumulative . </response> |
889 | Bank has all rights and remedies provided under the Code , by law , or in equity . | <response> <organization>Bank</organization> has all rights and remedies provided under the Code , by law , or in equity . </response> |
890 | Bank ' s exercise of one right or remedy is not an election , and Bank ' s waiver of any Event of Default is not a continuing waiver . | <response> <organization>Bank</organization> ' s exercise of one right or remedy is not an election , and <organization>Bank</organization> ' s waiver of any Event of Default is not a continuing waiver . </response> |
891 | Bank ' s delay is not a waiver , election , or acquiescence . | <response> <organization>Bank</organization> ' s delay is not a waiver , election , or acquiescence . </response> |
892 | No waiver is effective unless signed by Bank and then is only effective for the specific instance and purpose for which it was given . | <response> No waiver is effective unless signed by <organization>Bank</organization> and then is only effective for the specific instance and purpose for which it was given . </response> |
893 | 9 . 6 DEMAND WAIVER . | <response> 9 . 6 DEMAND WAIVER . </response> |
894 | Borrower waives demand , notice of default or dishonor , notice of payment and nonpayment , notice of any default , nonpayment at maturity , release , compromise , settlement , extension , or renewal of accounts , documents , instruments , chattel paper , and guarantees held by Bank on , which Borrower is liable . | <response> <person>Borrower</person> waives demand , notice of default or dishonor , notice of payment and nonpayment , notice of any default , nonpayment at maturity , release , compromise , settlement , extension , or renewal of accounts , documents , instruments , chattel paper , and guarantees held by <organization>Bank</organization> on , which <person>Borrower</person> is liable . </response> |
895 | 10 NOTICES | <response> 10 NOTICES </response> |
896 | All notices or demands by any party about this Agreement or any other related agreement must be in writing and be personally delivered or sent by an overnight delivery service , by certified mail , postage prepaid , return receipt requested , or by telefacsimile to the addresses set forth at the beginning of this Agreement . | <response> All notices or demands by any party about this Agreement or any other related agreement must be in writing and be personally delivered or sent by an overnight delivery service , by certified mail , postage prepaid , return receipt requested , or by telefacsimile to the addresses set forth at the beginning of this Agreement . </response> |
897 | A Party may change its notice address by giving the other Party written notice . | <response> A Party may change its notice address by giving the other Party written notice . </response> |
898 | 11 CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER | <response> 11 CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER </response> |
899 | THIS AGREEMENT SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW . | <response> THIS AGREEMENT SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE INTERNAL LAWS OF THE <location>COMMONWEALTH OF MASSACHUSETTS</location> WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW . </response> |
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