無限溺愛

(8)    (Merger and Disposition of Assets)     The Borrower shall not consent to, enter into or become a party to any merger or amalgamation with any other party, nor sell, lease or otherwise transfer, directly or indirectly, all or any substantial part of its assets (whether in a single or a series of related or unrelated transactions) without the prior written consent of the EXIMBANK

(9)    (No Encumbrance)     The Borrower shall not without the prior written consent of the EXIMBANK, create, assume or suffer to exist any Encumbrance upon all or any part of its present or future undertaking, assets, or revenues, except for:

(i)   any such Encumbrance incurred in the ordinary course of commercial transactions of the Borrower;
(ii)   any other Encumbrances existing as of the date hereof, as disclosed by the Borrower in writing prior to the date hereof; or

(iii )any tax or other statutory lien provided that such lien shall be discharged within thirty (30) days after the date it is created or arises (unless contested in good faith by Borrower, in which case it shall be discharged within thirty (30) days after final adjudication).

(10)   (Confidentiality)     The Borrower shall treat this Agreement as confidential and shall not disclose to any Person any provision of or information regarding this Agreement without the prior written consent of the EXIMBANK, except to the extent that such disclosure is required by applicable law.

(11)   (Protection of Environment)     The Borrower shall pay due attention to the protection and conservation of environment in implementing the Project including, but not limited to, giving due consideration to such issues as air pollution, water pollution, industrial waste treatment and the impact of the Project on the environment generally.

(12)   (Additional or Substitutional Guarantee)   
        The Borrower shall, upon the request by the EXIMBANK, immediately obtain from a first-class bank acceptable to the EXIMBANK an absolute, irrevocable and unconditional guarantee by the said first-class bank as primary obligor and not as surety for the due and punctual payment of the principal of, and interest on the Loan and any other amounts payable in accordance with the terms and conditions of this Agreement in addition to or as a substitute for any guarantee or security provided with respect to the obligations hereunder;

in such case, the said guarantee shall, within thirty (30) days of the EXIMBANK’s first written demand therefore, be submitted to the EXIMBANK and shall be in form and substance satisfactory to the EXIMBANK in all respects.

Article VIII
Events of Default

Upon the occurrence of any of the following events (each being an Event of Default):
（a）the Borrower fails to pay when due any amount of principal, interest or any other amount payable hereunder, in the manner required under this Agreement; or
(b) the Borrower is in breach of or in default under any other term, condition or provision of this Agreement; or

(c)any of the events described in (a) or (b) above, or any other event which constitutes a default, occurs in respect of any other agreement involving the borrowing of money or the extension of credit between the Borrower and the EXIMBANK; or
(d)any representation or warranty made or given by the Borrower herein or in any Request for Disbursement proves to have been incorrect or untrue in any material respect when made or given or deemed made or given; or

（e） (i) any other Indebtedness of the Borrower or the Guarantor is not paid at the maturity thereof for any reason, or
 (ii) any such Indebtedness becomes or is capable of being declared or becoming due and payable or repayable prior to the stated maturity thereof, or
(iii) any guarantee, indemnity or other contingent liability given or owing by the Borrower or the Guarantor is not honoured when due or called unless the liability in respect thereof is being contested in good faith by the Borrower or the Guarantor; or

(f) the Borrower or the Guarantor are unable to pay, or admits to its creditors generally inability to pay, or takes any step inconsistent with an ability to pay, its debts as they fall due; or
 (g)  the Borrower or the Guarantor cease, or threaten to cease, to carry on its business or all or a substantial part of the business, properties or assets of the Borrower or the Guarantor is disposed of by the Borrower or the Guarantor or is seized or appropriated; or

(h)the Borrower or the Guarantor apply for or consent to the appointment of any liquidator, receiver, trustee, administrator or similar officer is appointed without the application or consent of the borrower or the Guarantor and such appointment continues undischarged for thirty (30) days; or the Borrower or the Guarantor institute any bankruptcy, insolvency, arrangement, readjustment, compromise or rescheduling of debt, dissolution, liquidation, winding up or similar executory or judicial proceeding is instituted against the Borrower and remains undismissed and undischarged for thirty (30) days; or 

(i)  any licence, consent, approval or authorization of, or any filling or registration with, any governmental authority or agency Necessary or advisable for the validity or enforceability of this Agreement or the making or performance by the Borrower of its obligations under this Agreement or any agreement or instrument required hereunder or the admissibility in evidence of this Agreement shall be revoked, not be issued or timely renewed or cease to remain in full force and effect; or

(j) this Agreement shall cease to be a valid and binding obligation of the Borrower (or the Borrower shall so assert in writing; or
(k) any other event specified in the Special Conditions for the purposes of this Article VIII shall have occurred; or

(l)any situation arises or event occurs or, if appropriate, fails to arise or occur which, in the reasonable judgment of the EXIMBANK, may prevent or interfere with the successful implementation, completion or operation of the Project or with the performance by the Borrower of its respective obligations under this Agreement,

then, in each and every case, the EXIMBANK may at any time thereafter by notice to the Borrower cancel the Facility and/or suspend any Disbursement and/or cancel any further Disbursement and/or declare the Loan together with all accrued interest as well as any other amount due hereunder to be forthwith due and payable, whereupon the same shall (as the case may be) forthwith be cancelled or suspended or become immediately due and payable without further notice or formality.

Article IX
Conditions Precedent

(1)     (Conditions to First Disbursement)     This Agreement shall come into effect on the date hereof; provided, however, that the EXIMBANK shall be under no obligation hereunder and no Disbursement hereunder shall be made unless and until the EXIMBANK has notified the Borrower that the EXIMBANK has received all of the following documents, each in form and substance satisfactory to it:

such legal opinions as the EXIMBANK may reasonably request including, in particular, a legal opinion of independent legal counsel to the Borrower acceptable to the EXIMBANK in the form set out in Annex D (provided that of any qualifications are made to any of such legal opinions, it shall contain a reasonably detailed explanation of the legal basis thereof which shall be satisfactory to the EXIMBANK);

documentary evidence of the authority of each person who (aa) has signed the Agreement on behalf of the Borrower, and (bb) will sign the statements, reports, certificates and other documents required by this Agreement and will otherwise act as a representative of the Borrower in relation to the implementation and administration of this Agreement (such documentary evidence to include the authenticated specimen signature of each such person),

such other opinions, documents and materials specified in the Special Conditions; and
such other documents, evidence, materials and information (financial or other) which the EXIMBANK may reasonably request in relation to this Agreement, the Borrower and/or the Project.

(2)    (Conditions to Each Disbursement)     Moreover, notwithstanding anything contained herein to the contrary, the obligation of the EXIMBANK to make each and every Disbursement hereunder shall at all times be subject to the condition that;
  the fact that, immediately before and after such Disbursement, no Default shall have occurred and be continuing;

all the representations and warranties made or given by the Borrower herein remain true and accurate in all material respects on and as of the date of such Disbursement; and
the Borrower shall have provided the EXIMBANK a certificate dated the date of such Disbursement signed by the chief financial or operating officer of the Borrower to the effect set forth in Paragraphs (a) and (b) above.

Article XI
Governing Law and Jurisdiction

(1)    (Governing Law)     This Agreement shall, in all respects, be governed by and construed in accordance with the law of Japan.
(2)    (Good Faith Consultation)     The parties hereto undertake to use their best efforts to resolve any dispute arising out of or in connection with this Agreement through consultation in good faith and mutual understanding, provided that such consultation shall not prejudice the exercise of any right or remedy of remedy of either party hereto by any such party in respect of any such dispute.

(3)    (Submission to Jurisdiction)     The Borrower hereby agrees that any suit, action or proceedings on relation to any claim, dispute or difference which may arise under this Agreement may be brought in, and hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Tokyo District Court in relation to any such suit, action or proceedings, but without prejudice to the rights of the EXIMBANK to commence any legal action or proceedings in the courts of any other competent jurisdiction, The Borrower hereby irrevocably waives any claim it may now have or hereafter acquire that any such suit, action or proceedings in any such court has been brought in an inconvenient forum.

Article XII
Miscellaneous

(1)    (No Assignment)     This Agreement shall be binding upon and inure to the benefit of the Borrower, the EXIMBANK and their respective successors and assigns, provided that the Borrower may not assign any or all of its rights or obligations hereunder to any Person in any manner whatsoever without the prior written consent of the EXIMBANK.
(2)    (No Release)     No claim or dispute arising out of and/or in connection with any other contract or agreement whether or not related to the Project, shall have any effect upon the Borrower’s obligations under this Agreement nor in any way be deemed to release the Borrower therefrom, such obligations being absolute and unconditional.

(3)    (No waiver, Remedies Cumulative)     No failure or delay in exercising on the part of the EXIMBANK any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof, or the exercise of any other right. No waiver by the EXIMBANK hereunder shall be effective unless it is in writing. The rights and remedies provided herein are cumulative and not exclusive of any other right or remedy provided by law.

(4)   (Partial Illegality)     If at any time any provision hereof becomes illegal, invalid unenforceable in any respect under the laws of any jurisdiction, neither the legality, validity nor enforceability of any other provision hereof shall in any way be affected or impaired thereby.

(5)    (Change of Evidence of authority)     In the event of any change in the matters referred to in the documentary evidence provided for in Sub-Section (1) of Article IX, the Borrower shall promptly notify the EXIMBANK in writing of such change and, at the same time, furnish to the EXIMBANK relevant documentary evidence in respect of such change as well as authenticated specimen signatures of and certificates of incumbency in respect of the person(s) who are referred to in such documentary evidence as changed, if such change involves replacement of or addition to the person(s) referred to in sub-Section (ii) of the said Section (1).
The EXIMBANK may rely upon and refer to the documentary evidence, authenticated specimen signatures and certificates of incumbency previously received by the EXIMBANK until such time as the EXIMBANK receives notice from the Borrower of such change as well as the documentary as aforesaid.