3.2 Perfection of Security Interest: The Borrower agrees to take any actions necessary to perfect the Lender’s security interest in the collateral.4. CONDITIONS PRECEDENT:…
4.1 Execution of Documents: The Borrower shall execute any additional documents deemed necessary by the Lender to secure and evidence the Loan.…
5. DEFAULT:…
5.1 Events of Default: The occurrence of any of the following shall constitute an event of default under this Agreement: [Specify Events of Default].…
5.2 Remedies: Upon an event of default, the Lender may exercise any rights and remedies available under applicable law.…
6. REPRESENTATIONS AND WARRANTIES:…
6.1 Borrower’s Authority: The Borrower represents and warrants that it has the authority to enter into this Agreement.…
7. FORCE MAJEURE…
“Force Majeure” means the occurrence of an event or circumstance that prevents or impedes a party from performing one or more of its contractual obligations under the contract, if and to the extent that that party proves:…
[a] that such impediment is beyond its reasonable control; and…
[b] that it could not reasonably have been foreseen at the time of the conclusion of the contract; and…
[c] that the effects of the impediment could not reasonably have been avoided or overcome by the affected party.…
In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfil conditions (a) and (b) under paragraph 1 of this Clause:…
(i) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilisation;…
(ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy;…
(iii) currency and trade restriction, embargo, sanction;…
(iv) act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation;(v) plague, epidemic, natural disaster or extreme natural event;…
(vi) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy;…
(vii) general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises.…
A party successfully invoking this Clause is relieved from its duty to perform its obligations under the contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party. Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only as long as the impediment invoked impedes performance by the affected party. Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party. Unless otherwise agreed, the Parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.…
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