he
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 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
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