卖方信贷协议翻译（英文版）

　　SELLER’S CREDIT AGREEMENT

　　卖方信贷协议

　　关于卖方信贷协议

　　卖方信贷,是出口方银行向本国出口商提供的商业贷款。出口商(卖方)以此贷款为垫付资金，允许进口商(买方)赊购自己的产品和设备。出口商(卖方)一般将利息等资金成本费用计入出口货价中，将贷款成本转移给进口商(买方)。 这种贷款协议由出口厂商与银行之间签订。卖方信贷通常用于机器设备、船舶等出口。由于这些商品出口所需的资金较大时间较长，进口厂商一般都要求采用延期付款的方式。出口厂商为了加速资金周转，往往需要取得银行的贷款。出口厂商付给银行的利息、费用有的包括在货价内，有的在货价外另加，转嫁给进口厂商负担。因此，卖方信贷是银行直接资助本国出口厂商向外国进口厂商提供延期付款，以促进商品出口的一种方式。

　　TABEL OF CONTENTS

　　1. Definitions: 定义与解释

　　2. The Credit Facility: 信贷融通

　　3. Interest and Fees 利息与杂费

　　4. Security 保证

　　5. Project and the Borrower 项目与借款人

　　6. Representations & Warranties 承诺与保证

　　7. Affirmative Covenants 肯定性条款

　　8. Conditions Precedent 前提条件

　　9. Negative Covenants of the Borrower 否定性条款

　　10. Events of Default 违约事项

　　11. Remedies 违约救济

　　12. Effective Date & Termination of the Agreement 协议的有效期和终止

　　13. Costs and expenses of collection and enforcement 追收款项和强制执行的成本与费用

　　14. Allocation of proceeds 收益分配

　　15. Miscellaneous 其他约定

　　NOW THEREFORE , IN CONSIDERATION OF THE PREMISES AND COVENANTS DESCRIBED HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:

　　1. Definitions: 定义与解释

　　For the purpose of this Agreement, the definitions set forth in this section shall apply to the respective terms when employed both in singular and plural forms:

　　The following phrases and words used in this Agreement shall have the following meanings:

　　1.1 "Agreement" means this agreement including amendments, modifications and supplements hereto or any part thereof (including any Exhibits or Schedules) pursuant to the terms of this Agreement, provided all such exhibits, amendments, modifications and supplements are reduced to writing and signed by both the Lender and the Borrower.

　　1.2 Principal Contract means the Contract No. WNC-FHI-HTT-01/2009 –WNC FTTH PROJECT to deploy a FTTH Network within the Kingdom of Thailand between the Lender and the Borrower.

　　1.3 Contract Value means the cost of the Contract Equipment and Services. The total Contract Value shall be split into 4 phases as stipulated in the Principal Contract.

　　1.4 Effective Date means the date on which this Agreement is duly executed by the parties hereto this Agreement is signed by the parties.

　　1.5 Grace Period shall be commenced from the shipment date of supply for the WNC FTTH Project-Phase I.

　　1.6 The Credit Facility means 70% of the contract value of Phase I. The credit facility shall be up to the sum of USD 64,827,445.00 (SAY US DOLLARS SIXTY-FOUR MILLION EIGHT HUNDRED AND TWENTY-SEVEN THOUSAND FOUR HUNDRED AND FORTY-FIVE ONLY).

　　1.7 Delivery Point means the customs facility in Thailand mutually agreed upon by the parties.

　　1.8 Project shall mean the purpose or undertaking for which the credit facility is granted, as described in this Agreement or as maybe amended from time to time.

　　1.9 Lien includes charges, pledges, mortgages, privileges, priorities, encumbrances or securities of any kind.

　　2. The Credit Facility: 信贷融通

　　2.1 The Credit Facility: The Credit Facility shall be available upon terms and conditions set forth in this Agreement, the Financial Proposal, and the Principal Contract.

　　2.2 The Lender has agreed to grant to the Borrower the principal amount of USD 64,827,445.00 (SAY US DOLLARS SIXTY-FOUR MILLION EIGHT HUNDRED AND TWENTY-SEVEN THOUSAND FOUR HUNDRED AND FORTY-FIVE ONLY) for the purpose of financing for partial cost of deployment of the Network in accordance with the Principal Contract and Annexure thereto or such as other changes or variations as the Parties hereto may deem necessary in the circumstance.

　　2.3 Tenor of the Credit Facility: The tenor of the Credit Facility shall be three (3) years and three (3) months.

　　2.4 Grace Period: There shall be a Grace Period of 3 months from the date of shipment of the supply for Phase I.

　　2.5 Repayment of the Credit Facility: The repayment of the Credit Facility shall be in United States Dollars and shall be repaid in twelve (12) equal quarterly installments in the sum of US$5,402,287 (SAY US-DOLLARS FIVE MILLION FOUR HUNDRED AND TWO THOUSAND TWO HUNDRED AND EIGHT-SEVEN ONLY) to commence after the Grace Period.

　　2.6 The repayment of the Credit Facility by the Borrower shall on demand or without demand within the first week of each quarter in accordance with the conditions herein contained.

　　2.7 If any amount due under this Agreement is not paid when and as due, such amount shall bear interest from the date such payment was due until and including the date such payment is received by Lender at a rate per annum equal to LIBOR + 400Bp (LIBOR + 4.0 %) per annum (the Default Rate).

　　2.8 Prepayment of the Credit Facility: The Borrower may prepay the Credit Facility in advance of maturity or due date without penalty; provided however, that all accrued and calculated interest outstanding or expected as of the time are also paid.

　　2.9 Place and Method of Payment: The principal and/or interest on the Credit Facility shall be paid on the due date by the Borrower to the Lender at Lender’s address specified in this Agreement or such other place the Lender may indicate in writing 7 days before the due date.

　　3. Interest and Fees 利息与杂费

　　3.1 Interest: The Borrower shall pay to the Lender interest at the rate equal to LIBOR plus 400Bp on all outstanding balance from time to time. The interest shall accrue from the date of shipment of the supply for Phase I of the Network until the total credit amount is fully repaid. The interest shall be payable based on the prevalent LIBOR on the first day of each quarter (actual LIBOR). Interest for the first 10 installments will be paid with LIBOR assumed to be that on the date of both Parties signing the Principal Contract, which is 2.13% on March 13, 2009 (assumed LIBOR). The balance accrued from the difference between the assumed LIBOR and the actual LIBOR shall be settled in the last 2 installments of repayment for the Credit Facility.

　　3.2 Legal Fees and Related Costs and Expenses: All costs and expenses, including insurances, lawyers professional fees, documentary stamps, taxes and other legal charges payable in connection with the execution, delivery, registration and enforcement of the Agreement, the guarantee and the other documents referred to herein shall be for the account of the Borrower.

　　4. Security 保证

　　4.1 Security: To secure repayment of the Credit Facility and the performance of all obligations of the Borrower under this Agreement, the borrower shall provide at least one of the following means as financial security to the Lender:

　　4.1.1Before the commissioning date of the network under implementation schedule of Phase I, Borrower shall be responsible for rendering all its resources to assist the Lender until Lender has reached a Receivables Purchase Agreement (sans recourse purchase) with any bank accepted by Lender;

　　4.1.2Borrower shall provide a security covering at least 35% of the BOQ contract value of Phase I either in the form of Cashier’s Check or Bank Guarantee. This security shall be irrevocable and transferable and made payable to Lender unconditionally, and shall be released subject to the consent of the Lender.

　　4.2 Regulatory Agency Approvals of Charges/Mortgages: In case any provision of law or contract requires the prior authorization, approval or consent of any department, bureau, office, agency or instrumentality of the government or of any person, association, corporation or other entities for a valid and proper creation or execution by the Borrower of any charge, security, mortgage or lien required to be executed in favor of Lender, the Borrower shall secure such authorization, approval or consent and cause the same to be issued in the proper or stipulated form and/or endorse on the deed of mortgage or lien. Conversely, where the Lender by the failure of the Borrower shall take steps to acquire such consents, approvals and authorizations, all fees and charges incurred shall be for the account of the Borrower.

　　5. Project and the Borrower 项目与借款人

　　5.1 Borrower shall guarantee to follow the reimbursement schedule and amounts in the appendix Credit Analysis by means of its revenue gained from the Network and its own cash flow. The Contractor’s real rights in the contractual equipments of Phase I shall remain valid until Employer has effected reimbursement as scheduled.

　　5.2 Maintenance of Legal Personality: Borrower shall cause to be done all things necessary to maintain and preserve the corporate existence, rights and franchises of Borrower and shall comply with all related laws applicable to Borrower and/or its subsidiaries.

　　5.3 Financial Information: Borrower shall furnish or cause to be furnished to Lender, as soon as practicable and in any event within thirty (30) days after the close of each fiscal quarter, the following unaudited financial statements of Borrower for each such quarter, all in reasonable detail and certified by a Responsible Officer of Borrower to be true and correct: balance sheet, statement of income, and statement of cash flows all as of the end of such fiscal year (together, in each case, where applicable, with the comparable figures for the prior fiscal year), all in reasonable detail. Annual consolidated financial statements shall be prepared and audited (without any qualification or exception deemed material by Lender) in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved (except as disclosed in the notes to the financial statements) by independent auditors of recognized national standing or otherwise reasonably acceptable to Lender.

　　5.4 Concurrently with the information described in 5.3 above, a certificate of a Responsible Officer of Borrower stating that the consolidated financial statements delivered to Lender are properly stated and that there exists no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, or, if any such event exists, specifying the nature and period of existence thereof and what action Borrower proposes to take with respect thereto.

　　5.5 Borrower shall also furnish or cause to be furnished, from time to time, such additional financial and other information as Lender may reasonably request in order to monitor the financial condition of Borrower.

　　5.6 Borrower shall also furnish or cause to be furnished information relating to further borrowing from third parties that may have substantial effects on the Borrower’s finances or cash flow.

　　5.7 Prohibition against Alienation or disposition: The Borrower shall at no time, while any part of the Credit Facility or any other obligation of the Borrower to the Lender remains unpaid, sell, assign, transfer, alienate, encumber, lease, remove or otherwise dispose of any asset or property purchased or financed with the proceeds of the Credit Facility or mortgaged, pledged or assigned to the Lender.

　　6. Representations & Warranties 承诺与保证

　　Borrower hereby represents and warrants to Lender that for the duration of the Agreement that:

　　6.1 It is a company duly incorporated and validly existing, organized and in good standing under the laws of Kingdom of Thailand, and has the full legal power to enter into and perform this Agreement, and to borrow funds and own property and carry on the business. The Borrower has the power to execute and deliver, and to perform its obligations under this Agreement, the Security and to take all necessary corporate or legal action to authorize each of the foregoing and undergoing acts. It has obtained all necessary consents and authorities from all parties required or entitled to be consulted about acceptance of the terms of the Credit Facility and such terms will not conflict with any existing law or with any other Agreements to which the Borrower is a party.

　　6.2 The Agreement and the security constitute valid, legal and binding obligations enforceable in accordance with their respective terms.

　　6.3 No event has occured which constitutes a default by the Borrower under or any respect of any Agreement, undertaking or instrument to which the Borrower is a party or by which the Borrower or any of its assets or properties maybe bound. Furthermore, no event has occured which with the giving of notice, lapse of time or other condition will constitute a default by the Borrower under or in respect of any such agreement, undertaking or instrument.

　　6.4 Legal Proceedings. Borrower covenants that there is no action, suit or proceeding pending or, to the knowledge of Borrower, threatened, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that might result in a material adverse change in Borrower’s ownership or title to any of the Collateral or in its financial condition or operations. As used in this subsection, the phrase to the knowledge of Borrower shall mean the current actual knowledge of the executive officers and directors of Borrower.

　　6.5 Disclosure. This Agreement does not contain any untrue statement of a material fact and does state all material facts necessary in order to make the statements contained herein not misleading in light of the circumstances under which they were made. There is, to the knowledge of Borrower, no fact that would materially adversely affect its business, prospects, condition, affairs or operations or any of its properties or assets.

　　7. Affirmative Covenants 肯定性条款

　　(注：肯定性条款是指被投资企业管理层在投资期内应该从事哪砦行为的约定)

　　Until all amounts owed under the terms of this Agreement have been paid in full or otherwise satisfied, the Borrower, at its own expense, covenants and agrees at all times to comply with the terms of this Article.

　　7.1 Notice of Default: Immediately upon obtaining knowledge of the occurrence of any event that constitutes an Event of Default (Article 10), or that with notice or lapse of time, or both, would constitute an Event of Default, Borrower shall give written notice thereof to Lender, together with a detailed statement of the steps being taken by Borrowers to cure such event.

　　7.2 Payment of Taxes: Borrower shall pay, indemnify and hold Lender harmless from (i) all taxes, assessments and charges lawfully levied or imposed by the Federal Republic of Thailand, any state or local government, any taxing authority or any political or governmental subdivision of any foreign country on or with respect to the Network or any part thereof, and (ii) any other claims which, if unpaid, might become by law a lien upon Borrower’s property; except, and only to the extent that any such taxes, assessments, charges or claims are being contested in good faith (and for the payment of which adequate reserves have been provided) by appropriate proceedings conducted diligently and in good faith so long as such proceedings do not involve a material danger of the sale, forfeiture or loss of all or a material portion of the Collateral.

　　7.3 Notice of Litigation: Borrower shall promptly notify Lender in writing of the initiation of any litigation against Borrower that in Borrower’s good faith judgment might materially and adversely affect the operations, financial condition, property or business of Borrower.

　　7.4 Inspection: Borrower shall permit Lender or its designated representative, at all reasonable hours upon reasonable advance notice, to visit and inspect Borrower’s properties, offices, and facilities, and to examine Borrower’s books of account, solely to monitor the status of the financial condition of Borrower. Lender agrees that any such visitation or inspection may be escorted and monitored by Borrower.

　　8. Conditions Precedent 前提条件

　　The obligations of Lender to disburse the proceeds of the Credit Facility under the Financial Proposal and this Agreement are conditional upon:

　　8.1 The Borrower’s submission of the resolution of its Board of Directors which shall state and indicate:

　　(A) That consent has been given by the Board of Directors of the Borrower sanctioning the Borrowing the Principal Sum in accordance with the terms of this Agreement.

　　(B) Submission to the Lender of a certified true copy of the Borrower’s Licenses from the Thailand Government Authority with the Borrower’s Official Stamp.

　　8.2 The issuance of twelve (12) irrevocable, unconditional, and transferable Promissory Notes from the BUYER (disburser), amounting to each installment(US$5,402,287), payable to the SELLER, within 30 days from the date of shipment for the Principal Contract.

　　8.2.1 The amount and date of each payment shall be indicated on the Promissory Note.

　　8.2.2 The BUYER shall accomplish all the necessary procedures of signature, stamp or endorsement on Promissory Notes, which may be required by the local disburser.

　　8.3 The undertaking of the Borrower to submit an acceptable security for the Credit Facility as per Articles 4 of this Agreement.

　　8.4 Evidence satisfactory to the Lender having been furnished that the execution and delivery of this Agreement on behalf of the Borrower has the corporate sanction of the Borrower.

　　8.5 The Borrower having taken all proceedings in connection with the transactions contemplated under this Agreement, having executed and caused to be executed all documents incidental thereto, in forms and substance satisfactory to the Lender. Such documents including but not limited to all legal documentation stated and contemplated herein.

　　9. Negative Covenants of the Borrower 否定性条款

　　(注：否定条款Negative Covenants：指被投资企业管理层不能在投资期内从事哪些行为的约定。)

　　9.1 Until all amounts owed under this Agreement, have been paid in full or otherwise satisfied under the terms of this Agreement, Borrower, without the prior written consent of Lender, covenants and agrees that it shall not:

　　(A) Substantially change the nature of its business

　　(B) Undertake any merger or consolidation,

　　(C) Incur, assume or otherwise contract any medium or long term debt without the prior consent of the Lender, which consent shall not be unreasonably withheld.

　　(D) Act as guarantor or surety for the obligation of any person or entity that may materially affect the Bank Guarantee granted the Lender as security herein.

　　(E) Declare or pay any bonus or other similar remuneration to investors which after payment would impair the liquidity of the Borrower or if at the time or as a result of the declaration or payment of the said dividends, the Borrower shall be in arrears of any payment to the Lender

　　10. Events of Default 违约事项

　　The occurrence of one or more of the following events (herein called Events of Default) shall constitute a default under this Credit Facility Agreement.

　　10.1 The Borrower shall fail or refuse to pay any amount payable under the Agreement or other documents when due and payable;

　　10.2 The Borrower shall fail or refuse to perform or observe any other covenant contained in the Agreement and such default shall remain unremedied for a period of thirty (30) days after the Borrower shall have received written notice thereof from the Lender.

　　10.3 Any statement, representation, or warranty made by the Borrower in the Agreement or in any other document delivered or made pursuant thereto shall prove to be incorrect or untrue;

　　10.4 If any report, data, material information given by the Borrower to the Lender is found to have been knowingly falsely made or if there has been any substantial change in such report, data, material information so to as to affect the basis of the sanction of the Credit Facility or which may affect the successful completion of the Project;

　　10.5 If the Borrower choose to provide the security in the form of Bank Guarantee, this Bank Guarantee shall for any reason cease to be valid and in full force and effect or shall become unenforceable;

　　10.6 When any of the Borrower’s obligations with the Lender incurred prior to or after the date hereof shall not be paid at there stated due dates;

　　10.7 If any consent required by law to make the Agreement or its performance valid, legally binding or enforceable is not obtained by the Borrower;

　　10.8 If the Borrower shall without the consent of the Lender previously obtained in writing create, purport or attempt to create any mortgage or charge.

　　10.9 If the Borrower shall pass any resolution for the voluntary winding up of the Borrower (otherwise than for the purpose of amalgamation and reconstruction) or petition for the winding up of the Borrower be presented to the court;

　　10.10 Any other indebtedness of the Borrower and/or any of its share holders, subsidiaries and affiliates from any other lenders in respect of Credit Facilities and/or guarantees not paid on due date or upon demand or such event or the consequences of such events is in the opinion of lender materially prejudicial to its interest

　　10.11 If the Borrower shall become insolvent, bankrupt and unable to pay its debts or shall take advantage of insolvency, moratorium, or other laws for the relief of debtors, or there shall be commenced against the Borrower a similar proceeding which shall remain unresolved or pending for a period of thirty (30) days, or any judgment or order is entered by a court of competent jurisdiction for the appointment of a receiver, trustee or the like to take charge of all or substantially all of the Borrower’s assets;

　　10.12 Any act or deed or judicial or administrative proceedings in the nature of an expropriation, confiscation, nationalization, intervention, acquisition, seizure, or condemnation with respect to the Borrower, its business and operation, management or ownership thereof, or its capital stock, property or assets, or any substantial portion thereof shall be instituted by governmental agency, or authority or instrumentality purporting to exercise governmental authority, present or future of the Kingdom of Thailand, and such acts, deed or proceedings shall continue to be unresolved or pending for a period of more than thirty (30) days; OR

　　10.13 Any of the licenses, concessions, permits, rights (including rights of way), franchise or privileges required for the conduct of the Borrower’s business and operations shall be revoked, cancelled or otherwise terminated, or the free and continued use and exercise thereof shall be curtailed or prevented or the occurrence of any act in general whether, similar or not to the foregoing;

　　10.14 If any extraordinary situation shall have arisen the continuance of which in the opinion of the Lender shall make it improbable that the Borrower will be able to perform its obligations under this Agreement.

　　In any of the above mentioned events, the Lender may at any time declare the outstanding balance of any and all credit accommodations extended to the Borrower due and payable immediately and avail itself of the remedies provided for in this Agreement, the security documents and by law.

　　11. Remedies 违约救济

　　Upon the occurrence of an Event of Default and while any Event of Default is continuing, Lender may at its option elect to pursue any or all of the following remedies, which are cumulative and in addition to any other right or remedy provided by applicable law:

　　A. Without further demand, protest or notice of any kind to Borrower, declare any or all sums and obligations due under the Documents to be due and immediately payable, and upon such declaration the same shall become and be immediately due and payable

　　B. If Borrower fails to perform any act that it is required to perform under this Agreement or the Bank Guarantee, Lender may, but shall not be obligated to, perform, or cause to performed, such act, provided that any reasonable expense thereby incurred by Lender and any money thereby paid by Lender, shall be a demand obligation owing by Borrower and Lender shall promptly notify Borrower of the amount of such obligation, which obligation shall bear interest at the Default Rate from the date Lender makes such payment until repaid by Borrower; and Lender shall be subrogated to all rights of the person receiving such payment;

　　C. Enforce Lender’s rights under the Bank Guarantee;

　　D. Institute one or more legal proceedings at law or in equity for the specific performance of any covenant, condition, agreement or undertaking contained in the Documents, or in aid of the execution of any powers granted therein and/or to recover a judgment for damages for the breach hereof, including, without limitation, any amount due under the Documents, either by their terms or by virtue of such declaration, and collect the same out of any property of Borrower and/or enforcement of such other appropriate legal or equitable remedy as may in the opinion of Lender be necessary to protect and enforce Lender’s rights under the Documents;

　　12. Effective Date & Termination of the Agreement 协议的有效期和终止

　　12.1. Effective Date of Agreement: The Agreement shall come into force on the date when it is signed by both parties and effect upon the fulfillment of the conditions for its effectiveness as per stipulated in Article 8, or on the date specified herein.

　　12.2. Termination of the Agreement: If and when the entire principal amount of the Credit Facility, interest thereon and all other amounts payable or refundable by the Borrower under the Agreement shall have been paid in full, then the Agreement will terminate and cease to have any legal effect, in which case the Borrower shall be discharged accordingly. Otherwise, the Agreement shall remain in full force and effect and shall be binding upon the Parties and their successors in title.

　　13. Costs and expenses of collection and enforcement 追收款项和强制执行的成本与费用

　　Borrower shall pay to Lender on demand all reasonable attorneys fees and other costs and expenses reasonably incurred by Lender in exercising Lender’s rights, powers or remedies under this Agreement or the Bank Guarantee, together with interest on such sums at the Default Rate from the date when the costs and expenses are incurred until fully paid. If because of Borrower’s default the Lender consults an attorney regarding the enforcement of any of its rights under any document, or if suit is brought to enforce any document, Borrower promises to pay all costs thereof, including attorneys’ fees. Such costs and attorneys’ fees shall include, without limitation, costs and attorneys’ fees incurred in any appeal, forfeiture proceeding or in any proceedings under any present or future federal bankruptcy or state receivership law.

　　14. Allocation of proceeds 收益分配

　　The (a) proceeds of any sale, (b) proceeds of any insurance received by Lender under any insurance policy obtained by any Borrower hereunder, and (c) any and all other moneys received by Lender with respect to the Agreement and the Principal Contract, the application of which has not elsewhere herein been specifically provided for, shall, except as otherwise specified in any applicable document, be applied as follows:

　　A. First, to the payment of all expenses and charges, including expenses of any sale or retaking, reasonable attorneys’ fees, court costs and other expenses or advances reasonably made or incurred by Lender, or on Lender’s behalf, under the Documents upon an Event of Default, and to the payment of, and provision for adequate indemnity for, any taxes, assessments or liens prior to the lien of Lender;

　　B. Second, to the payment of all accrued and unpaid interest;

　　C. Third, to the payment of the unpaid principal balance;

　　D. Fourth, to the payment of all other amounts due to Lender under the Agreement; and

　　E. Last, any residue shall be paid to Borrower, or as otherwise required by law, or, directed by a court having jurisdiction.

　　If the proceeds and other sums described in this Section are insufficient to pay in full all amounts due to Lender under the Agreement, Borrower shall immediately pay such deficiency to Lender.

　　Confidentiality

　　It is agreed between the Lender and the Borrower that, they shall not disclose each other’s CONFIDENTIAL INFORMATION to any third party, without prior written consent from the other Party. The obligations contained in this clause shall survive the expiration or termination of this Agreement, and continue in full force and effect between the Parties, without limit in point of time until by any confidential Information enters the public domain. CONFIDENTIAL INFORMATION shall include all data, economic information, financial information, technical information, marketing information, business strategies, marketing strategies, trade secrets and know-how disclosed or provided by the respective Parties to each other, directly or indirectly.

　　Force Majeure

　　A party is not liable for a failure to perform any of his obligations if he proves that the failure was due to an impediment beyond his control and that he could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this Agreement or to have avoided or overcome it or its consequences.

　　Either party that is unable to fulfill this Agreement due to force Majeure shall notify the other party in time in order to reduce losses possibly inflicted to the other party, and shall provide evidence thereof within a reasonable period of time.

　　For the purpose of the definition of Force Majeure, and unless otherwise provided in the Agreement, impediment does not include lack of authorizations, of licenses, of entry or residence permits, or of approvals necessary for the performance of the Agreement and to be issued by a public authority of any kind whatsoever in the country of the party seeking relief

　　Arbitration And Applicable Law

　　Any disagreement or dispute which may arise in connection with the interpretation and performance of this Agreement and which the Parties are unable to settle by mutual agreement, shall be submitted for arbitration to China International Economic And Trade Arbitration Commission in accordance with the provisional Rules of Procedures promulgated by the said Arbitration Commission. The arbitration shall take place in Beijing and the decision of the Arbitration Commission shall be final and binding upon both parties; neither party shall seek recourse to a law court or other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party.

　　This Agreement shall be governed by and construed in accordance with the laws of of the P.R. China

　　15. Miscellaneous 其他约定

　　15.1.Right to Set-Off: The Borrower authorizes the Lender without need of notice, to apply any funds, receivables, or other real or personal properties of the Borrower held by the Lender to the partial, or pro-rata payment as the case maybe, of amounts due to the Lender. In such case, the Lender shall be subrogated to the Borrowers rights, interests and causes of action pertinent thereto.

　　15.2.No Waiver, Cumulative Remedies. No failure to exercise and no delay in exercising on the part of the Lender, of any right, power or privilege hereunder, under the security documents or any other document executed in connection herewith, shall operate as waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude the Lender of the exercise of any other or power available under the premises. The rights and remedies herein provided shall be cumulative, maybe exercised concurrently and shall not be exclusive of any rights or remedies of the Lender.

　　Lender: Wuhan Fiberhome International Technologies Co., Ltd.

　　Borrower:Win Win Net Corporation Co., Ltd(WNC)

　　This Agreement shall be written in English in four copies. Each party shall keep two copies.

　　IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused their respective duly authorized representatives to execute the Agreement on the ___day of ___in the year of ___. and have each caused to be affixed hereto its or his/her hand and seal the day indicated.

　　[Borrower] [Lender]

　　By: Mr. SITICHAI NUANMANEE By: Mr. LI GUANGCHENG

　　Title: Chairman of WNC Title: President of Fiberhome International

　　Date: Date: