In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings respectively assigned to them hereinafter and shall be deemed to apply equally to both the singular and the plural forms of the terms defined.

"Business Day" shall mean any day other than a Saturday, Sunday or public holiday on which commercial banks are open for the transaction of ordinary banking business in [Country], excluding any day declared a bank holiday or non-business day by the competent authorities of such jurisdiction, and any reference herein to a period expressed in Business Days shall be calculated accordingly without regard to intervening weekends or holidays.

"Collateral" shall mean the assets, rights, properties and interests of the Borrower described in Section 3 hereof, together with all accessions, substitutions, replacements, proceeds and products thereof, whether now owned or hereafter acquired by the Borrower, over which a security interest is granted in favour of the Lender as security for the full and punctual performance of the Secured Obligations.

"Event of Default" shall mean any of the events or circumstances enumerated in Section 10 of this Agreement, whether or not such event or circumstance is within the control of the Borrower, and the occurrence of which shall entitle the Lender to exercise the remedies set forth in Section 8 and elsewhere in this Agreement.

"Interest Rate" shall mean the fixed rate of interest of [Rate]% per annum, calculated and payable in accordance with Section 4 of this Agreement.

"Loan" shall mean the principal sum of [Amount] in [Currency] advanced or to be advanced by the Lender to the Borrower pursuant to the terms of this Agreement, together with any interest, fees, costs, charges and other amounts payable by the Borrower hereunder.

"Maturity Date" shall mean [Maturity Date], being the date on which all outstanding amounts owing by the Borrower to the Lender under this Agreement, including the entire outstanding principal balance of the Loan together with all accrued and unpaid interest and any other sums due hereunder, shall become due and payable in full.

"Secured Obligations" shall mean all present and future obligations, actual or contingent, of the Borrower to the Lender under or in connection with this Agreement, including without limitation the obligation to repay the Loan, to pay interest, fees, costs, expenses, indemnities and any other sums payable hereunder.

The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. References to Sections and clauses are references to sections and clauses of this Agreement unless otherwise indicated.

Words importing one gender shall include all other genders, and words importing the singular shall include the plural and vice versa, and references to persons shall include natural persons, firms, companies, corporations, partnerships and other legal entities, as the context so requires.

Subject to the terms and conditions of this Agreement, the Lender hereby agrees to advance to the Borrower, and the Borrower hereby agrees to accept from the Lender, a loan in the principal sum of [Amount] in [Currency] (the "Principal Amount"), which Loan shall be disbursed in accordance with the provisions set forth hereinbelow.

The Loan shall be disbursed by the Lender to the Borrower in a single lump-sum advance by way of transfer to the bank account designated in writing by the Borrower, namely account number [Account Number] held at [Bank Name], within [Number] Business Days following the Effective Date, provided that all conditions precedent set forth in this Agreement have been duly satisfied or waived by the Lender in writing.

The Borrower hereby covenants and agrees that the proceeds of the Loan shall be utilized exclusively for the purpose of [Purpose of Loan], and the Borrower shall not divert, apply, or utilize the Loan proceeds, in whole or in part, for any purpose other than that herein stipulated without the prior written consent of the Lender.

The Lender's obligation to advance the Loan shall be subject to and conditioned upon: the execution and delivery of this Agreement by the Borrower; the due creation, perfection and registration (where applicable) of the security interests over the Collateral in favour of the Lender; the delivery of such documents, certificates and evidence as the Lender may reasonably require; and the absence of any Event of Default or event which, with the giving of notice or lapse of time, would constitute an Event of Default.

The Borrower hereby acknowledges and confirms receipt of the Loan proceeds upon disbursement by the Lender in accordance with this Section, and such disbursement shall constitute conclusive evidence, absent manifest error, of the Lender's performance of its obligation to advance the Loan hereunder.

All payments to be made by the Borrower under this Agreement shall be made in [Currency], in immediately available and freely transferable funds, free and clear of and without any deduction or withholding on account of any taxes, levies, imposts, duties, charges or any other deductions whatsoever, except to the extent required by applicable law, in which case the Borrower shall gross up such payments so that the Lender receives the full amount it would have received had no such deduction or withholding been required.

The obligations of the Borrower under this Agreement constitute direct, general, unconditional and unsubordinated obligations of the Borrower, and shall at all times rank at least pari passu with all other present and future unsecured and unsubordinated indebtedness of the Borrower, save for such obligations as are mandatorily preferred by applicable law.

As continuing security for the full, prompt and punctual payment, performance and discharge of the Secured Obligations, the Borrower hereby grants, pledges, assigns, hypothecates and transfers to the Lender a first-priority security interest in, lien upon and charge over the Collateral consisting of [Description of Collateral], together with all rights, benefits, proceeds and accessions thereto, whether presently owned or hereafter acquired by the Borrower.

The Borrower hereby represents, warrants and covenants that it is the sole legal and beneficial owner of the Collateral, free and clear of any and all liens, encumbrances, security interests, pledges, charges, claims, options, rights of first refusal or other restrictions of any nature whatsoever, save for the security interest granted hereunder in favour of the Lender, and that it possesses the full and unrestricted right, power and authority to grant the security interest herein contemplated.

The Borrower shall, at its own cost and expense, execute and deliver such further instruments, deeds, agreements, powers of attorney, filings, registrations and other documents, and shall perform such further acts and things, as the Lender may from time to time reasonably require for the purpose of creating, perfecting, protecting, maintaining or enforcing the security interest granted hereunder, including without limitation the registration of such security interest with any applicable public registry.

The Borrower covenants and agrees that throughout the term of this Agreement it shall: maintain the Collateral in good order, condition and repair, ordinary wear and tear excepted; insure the Collateral against such risks and in such amounts as are customary with the Lender named as loss payee or additional insured; not sell, assign, transfer, lease, license, dispose of, or create or permit to subsist any further encumbrance over the Collateral without the prior written consent of the Lender; and promptly notify the Lender of any loss, damage, destruction, seizure, attachment or threatened encumbrance affecting the Collateral.

The security interest granted hereunder shall be a continuing security and shall remain in full force and effect until the full, final and irrevocable payment, performance and discharge of all Secured Obligations, notwithstanding any intermediate payment, settlement of account or other matter whatsoever, and shall be in addition to and not in substitution for any other security which the Lender may now or hereafter hold.

Upon the occurrence of an Event of Default which is continuing, the Lender shall be entitled, without further notice or demand to the Borrower (save as mandatorily required by applicable law), to enforce the security interest granted hereunder by any means permitted by law, including without limitation taking possession of, selling, leasing or otherwise disposing of the Collateral, either publicly or privately, and applying the proceeds thereof towards satisfaction of the Secured Obligations in such order and manner as the Lender may determine in its sole discretion.

The Borrower hereby irrevocably appoints the Lender as its attorney-in-fact, with full power of substitution, to execute and deliver in the name and on behalf of the Borrower all such documents, instruments and filings as the Lender may deem necessary or desirable for the purpose of creating, perfecting or enforcing the security interest granted hereunder, such appointment being coupled with an interest and irrevocable.

Any proceeds realized from the enforcement of the Collateral shall be applied by the Lender towards the Secured Obligations in the following order of priority: first, in payment of all costs, expenses, fees and charges incurred by the Lender in connection with such enforcement; second, in payment of accrued and unpaid interest; third, in reduction of the outstanding principal balance of the Loan; and fourth, in payment of any other sums owing hereunder, with any surplus being remitted to the Borrower or such other person entitled thereto by law.

The Borrower shall pay to the Lender interest on the outstanding principal balance of the Loan from time to time at the fixed rate of [Rate]% per annum (the "Interest Rate"), which rate shall remain unchanged throughout the entire term of this Agreement and shall not be subject to variation on account of fluctuations in market rates, policy rates or any other reference rate whatsoever.

Interest on the Loan shall accrue daily from and including the date of disbursement of the Loan to but excluding the date of actual repayment in full, and shall be calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty-five (365) days.

Interest accrued hereunder shall be payable by the Borrower in arrears on each [Payment Date] of each [period] throughout the term of this Agreement, together with the corresponding installment of principal as set forth in Section 5 of this Agreement, with the first such payment falling due on [First Payment Date].

In the event that any sum payable by the Borrower hereunder, whether in respect of principal, interest, fees or any other amount, is not paid on the date when due, the Borrower shall pay to the Lender default interest on such overdue sum from the date of default up to and including the date of actual payment at a rate equal to the Interest Rate plus [Default Margin]% per annum, which default interest shall accrue daily and be compounded monthly to the extent permitted by applicable law.

The Borrower's obligation to pay interest hereunder shall survive and continue notwithstanding any judgment, order, decree or arbitral award rendered against the Borrower in respect of the Secured Obligations, and shall apply equally to any sum found to be owing pursuant to such judgment, order, decree or award.

All payments of interest shall be made in [Currency] by electronic funds transfer to such bank account as the Lender may designate in writing from time to time, in immediately available funds, free and clear of any deduction, set-off or counterclaim whatsoever.

Should any provision of this Section result in an interest rate that would exceed the maximum rate permitted by applicable law, the Interest Rate shall be deemed automatically reduced to the maximum rate so permitted, and any excess interest previously paid shall be applied in reduction of the outstanding principal balance of the Loan, without prejudice to the validity or enforceability of the remaining provisions of this Agreement.

The Borrower shall repay the Loan to the Lender in [Number] equal consecutive periodic installments of [Installment Amount] in [Currency] each, comprising both principal and interest, payable on each [Payment Date] of each [period], commencing on [First Installment Date] and continuing until the Maturity Date, on which date all remaining outstanding amounts under this Agreement shall become immediately due and payable in full.

Each installment payment made by the Borrower hereunder shall be applied by the Lender in the following order of priority: first, towards payment of any costs, expenses, fees and charges then due and payable; second, towards payment of accrued and unpaid default interest, if any; third, towards payment of accrued and unpaid ordinary interest; and fourth, towards reduction of the outstanding principal balance of the Loan.

All repayments shall be effected by the Borrower in [Currency] by electronic funds transfer to the bank account designated by the Lender in writing from time to time, in immediately available and freely transferable funds, and shall be made free and clear of and without any deduction, withholding, set-off, counterclaim or other reduction of any kind whatsoever.

If any scheduled Payment Date would otherwise fall on a day which is not a Business Day, such Payment Date shall be deemed to fall on the immediately preceding Business Day, and interest shall be adjusted accordingly, unless the Lender otherwise agrees in writing.

The Borrower's obligation to make repayments hereunder shall be absolute and unconditional, and shall not be subject to any defense, set-off, counterclaim, abatement, deferment or deduction whatsoever, whether arising out of this Agreement or otherwise, save as expressly provided herein or as required by mandatory provisions of applicable law.

A payment shall be deemed to have been made by the Borrower only upon the actual receipt by the Lender of the full amount thereof in immediately available funds in the designated account, and the records maintained by the Lender shall constitute prima facie evidence of the amounts due and paid under this Agreement, absent manifest error.

Upon the full, final and irrevocable payment and discharge of all amounts owing by the Borrower under this Agreement, the Lender shall, at the request and expense of the Borrower, release the security interest granted over the Collateral and execute and deliver such documents as may be reasonably necessary to evidence such release.

The Borrower shall be entitled, at its sole option and discretion, to prepay the Loan, in whole or in part, at any time prior to the Maturity Date, without the payment of any premium, penalty, fee or additional charge whatsoever, provided that any such prepayment shall be made in accordance with the provisions of this Section.

The Borrower shall give the Lender not less than [Number] Business Days' prior written notice of its intention to effect a prepayment, specifying the date on which such prepayment is to be made and the amount to be prepaid, and such notice, once given, shall be irrevocable and shall oblige the Borrower to make the prepayment on the date and in the amount so specified.

Any partial prepayment of the Loan shall be in a minimum amount of [Minimum Prepayment Amount] in [Currency] or an integral multiple thereof, unless otherwise agreed in writing by the Lender, and shall be accompanied by payment of all accrued and unpaid interest on the amount being prepaid up to and including the date of prepayment.

Any amount of principal prepaid by the Borrower pursuant to this Section shall be applied in inverse order of maturity, so as to reduce the outstanding principal balance of the Loan and correspondingly reduce the amount of the final installment or installments due hereunder, unless the Parties agree in writing to a recalculation of the installment amounts.

Once prepaid, no amount of the Loan may be reborrowed, and the Lender shall be under no obligation to make any further advance to the Borrower in respect of any amount so prepaid.

In the event of prepayment in full of the Loan, the Borrower shall simultaneously pay to the Lender all accrued and unpaid interest, together with any other sums then outstanding under this Agreement, whereupon the Lender shall release the Collateral in accordance with Section 5 hereof.

The Borrower hereby represents and warrants to the Lender, as of the Effective Date and as of each date on which any obligation remains outstanding hereunder, each of the following matters, which representations and warranties shall be deemed to be continuing and material inducements to the Lender to enter into this Agreement:

The Borrower is an individual of full age and legal capacity, possessing all necessary authority and legal competence to enter into this Agreement and to perform the obligations contemplated hereunder, and the execution, delivery and performance of this Agreement by the Borrower do not and will not contravene any law, regulation, judgment, order, decree, contract or other obligation binding upon the Borrower.

This Agreement constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws of general application affecting the rights of creditors generally.

The Borrower is the sole legal and beneficial owner of the Collateral, free and clear of all liens, encumbrances, security interests and third-party claims of any nature whatsoever (save as created in favour of the Lender hereunder), and the Collateral is not subject to any pending or threatened litigation, attachment, seizure, expropriation or similar proceeding.

All information, documents, financial statements and data furnished by the Borrower to the Lender in connection with this Agreement, the Loan or the Collateral are true, complete, accurate and not misleading in any material respect, and no material fact has been omitted which would render such information misleading.

There is no pending or, to the best of the Borrower's knowledge after due inquiry, threatened action, suit, investigation, litigation, arbitration or administrative proceeding against the Borrower before any court, governmental authority or arbitral tribunal which, if adversely determined, could reasonably be expected to materially and adversely affect the Borrower's ability to perform its obligations under this Agreement.

The Borrower is not in default under any contract, agreement, instrument, judgment or order to which it is a party or by which it is bound, and no event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder which could materially and adversely affect the Borrower's ability to perform its obligations hereunder.

The Borrower is solvent, able to pay its debts as they fall due, and has not committed any act of insolvency, nor are any insolvency, bankruptcy or similar proceedings pending or, to the best of the Borrower's knowledge, threatened against the Borrower.

The Borrower has duly paid, or made adequate provision for the payment of, all taxes, levies and other governmental charges due and payable by it, and has filed all tax returns required to be filed by applicable law.

Upon the occurrence and during the continuance of any Event of Default, the Lender shall be entitled, without prejudice to any other right or remedy available to it at law, in equity or under this Agreement, and without any requirement of judicial authorization save as mandatorily imposed by applicable law, to exercise any one or more of the remedies set forth in this Section, either concurrently or successively.

The Lender may, by written notice to the Borrower, declare the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon and all other sums owing hereunder, to be immediately due and payable, whereupon such amounts shall forthwith become due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

The Lender shall be entitled to proceed to enforce the security interest granted over the Collateral by any means permitted by law, including without limitation taking possession of the Collateral, selling or otherwise disposing of the Collateral by public or private sale, and applying the proceeds thereof in satisfaction of the Secured Obligations in accordance with Section 3 hereof.

The Lender may suspend or terminate any and all further obligations, if any, on its part under this Agreement, and shall be entitled to refuse to make any further advance or disbursement of any kind to the Borrower, notwithstanding any provision of this Agreement to the contrary.

The Lender shall be entitled to set off any sum owed by it to the Borrower against any sum owed by the Borrower to the Lender under this Agreement, whether such sums are of the same or different currencies, matured or unmatured, actual or contingent, and the Lender is hereby authorized to effect any currency conversion necessary for such purpose at prevailing market rates.

The Lender shall be entitled to recover from the Borrower all costs, expenses and losses, including without limitation reasonable attorneys' fees, court costs, enforcement costs, fees of receivers and other professional advisors, incurred by the Lender in the exercise or enforcement of its rights and remedies under this Agreement or at law.

The rights and remedies of the Lender set forth herein are cumulative and not exclusive, and the exercise by the Lender of any one or more of such rights or remedies shall not preclude the simultaneous or subsequent exercise of any other right or remedy. No failure or delay on the part of the Lender in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof.

The Borrower hereby covenants and agrees that, so long as any amount remains outstanding under this Agreement or any Secured Obligation remains undischarged, the Borrower shall observe and perform each and every one of the covenants and undertakings set forth in this Section.

The Borrower shall punctually pay and discharge all sums payable by it to the Lender under this Agreement on their respective due dates, in the manner and in the currency herein stipulated, without the need for any demand or notice save as expressly provided herein.

The Borrower shall promptly, and in any event within [Number] Business Days of becoming aware thereof, give written notice to the Lender of: the occurrence of any Event of Default or any event which, with the giving of notice or lapse of time or both, would constitute an Event of Default; any material adverse change in the financial condition, business or prospects of the Borrower; and any litigation, arbitration or administrative proceeding commenced or threatened against the Borrower which could materially and adversely affect its ability to perform its obligations hereunder.

The Borrower shall furnish to the Lender, from time to time upon reasonable request, such financial and other information concerning its financial condition, affairs and the Collateral as the Lender may reasonably require, and shall permit the Lender, through its duly authorized representatives, to inspect the Collateral during normal business hours upon reasonable prior notice.

The Borrower shall not, without the prior written consent of the Lender, incur, create, assume, guarantee or otherwise become liable for any indebtedness or financial obligation to any third party which could reasonably be expected to materially and adversely affect its ability to perform its obligations under this Agreement.

The Borrower shall comply, in all material respects, with all applicable laws, regulations, orders, judgments and decrees of any governmental or regulatory authority having jurisdiction over the Borrower, the Collateral or the transactions contemplated hereby, and shall pay and discharge, when due, all taxes, assessments, levies and other governmental charges imposed upon the Borrower or its property.

The Borrower shall maintain in full force and effect all consents, authorizations, licenses, permits and approvals necessary for the performance of its obligations under this Agreement and for the preservation of the Collateral, and shall take all actions necessary to maintain and renew the same.

The Borrower shall not change its residential address, principal place of business or contact details without providing the Lender with not less than [Number] Business Days' prior written notice thereof.

The Borrower shall not sell, transfer, assign, lease, license or otherwise dispose of, or create any lien, encumbrance or security interest over, the Collateral or any part thereof, without the prior written consent of the Lender.

Each of the following events, acts or circumstances shall constitute an "Event of Default" under this Agreement, regardless of whether the same shall be voluntary or involuntary, or shall result from the operation of law or otherwise:

The failure by the Borrower to pay any sum of principal, interest or other amount payable by it under this Agreement on its due date, and such failure continues for a period of [Number] Business Days after the due date.

The failure by the Borrower to observe or perform any other covenant, obligation, undertaking or agreement on its part contained in this Agreement, and such failure, if capable of remedy, is not remedied within [Number] Business Days after written notice from the Lender requiring the same to be remedied.

Any representation, warranty, statement or certification made or deemed made by the Borrower in or in connection with this Agreement proves to have been incorrect, incomplete or misleading in any material respect as at the time when it was made or was deemed to be made or repeated.

The Borrower becomes insolvent, is unable to pay its debts as they fall due, suspends payment of any of its debts, enters into any composition, arrangement or compromise with its creditors, commits any act of bankruptcy, or any petition is filed or any proceeding is commenced for the bankruptcy, insolvency, judicial administration, liquidation or similar event in respect of the Borrower.

Any attachment, garnishment, execution, distress, sequestration or similar process is levied, enforced or sued out against all or any material part of the assets or property of the Borrower, including without limitation the Collateral, and is not discharged, stayed or satisfied within [Number] Business Days thereof.

The Collateral or any material part thereof is lost, destroyed, confiscated, expropriated, materially damaged or materially diminished in value, and such loss, destruction, confiscation, expropriation, damage or diminution is not fully compensated by insurance proceeds or otherwise within [Number] Business Days.

The Borrower dies, becomes permanently incapacitated, is placed under guardianship or legal interdiction, or otherwise loses the legal capacity to perform its obligations under this Agreement.

Any security interest granted hereunder ceases to be in full force and effect, or ceases to constitute a valid, perfected and first-priority security interest over the Collateral, for any reason whatsoever.

Any event or circumstance occurs which, in the reasonable opinion of the Lender, has or is likely to have a material adverse effect on the ability of the Borrower to perform its obligations under this Agreement, on the Collateral, or on the Lender's rights hereunder.

The Borrower shall pay and bear all costs, charges, fees, expenses and taxes (including without limitation stamp duties, registration fees, notarial fees and similar charges) incurred in connection with the negotiation, preparation, execution, delivery, registration and perfection of this Agreement and any related documents, including without limitation those relating to the creation, perfection and registration of the security interest over the Collateral.

The Borrower shall indemnify and hold the Lender harmless from and against any and all costs, charges, fees, expenses, losses, damages, liabilities and claims (including without limitation reasonable attorneys' fees and disbursements) incurred or sustained by the Lender in connection with the preservation, enforcement or defense of any of its rights or remedies under this Agreement, including without limitation those arising from or in connection with the realization of the Collateral.

Without prejudice to the foregoing, the Borrower shall reimburse the Lender, within [Number] Business Days of written demand, for any and all out-of-pocket costs and expenses incurred by the Lender in connection with any amendment, waiver, modification or supplement to this Agreement requested by or in respect of the Borrower.

All sums payable by the Borrower under this Agreement shall be paid without any deduction or withholding on account of any present or future taxes, duties, levies or charges of whatsoever nature, except to the extent such deduction or withholding is required by applicable law, in which case the Borrower shall pay such additional amounts as may be necessary to ensure that the Lender receives a net amount equal to that which it would have received had no such deduction or withholding been required.

The Borrower shall indemnify and hold harmless the Lender from and against any loss or liability which the Lender may incur as a consequence of: the occurrence of any Event of Default; any failure by the Borrower to make a payment on its due date; any failure by the Borrower to perform any of its obligations hereunder; or any investigation of any event which the Lender reasonably believes to be an Event of Default.

Any amount payable by the Borrower under this Section shall bear interest from the date on which it is demanded until paid in full at the default interest rate specified in Section 4 of this Agreement.

The obligations of the Borrower under this Section shall survive the termination, discharge or expiration of this Agreement, and shall remain in full force and effect notwithstanding the repayment in full of the Loan or the release of the Collateral.

All notices, requests, demands, consents, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified mail (postage prepaid, return receipt requested), transmitted by email with confirmation of receipt, or sent by internationally recognized courier service, addressed to the Parties at the respective addresses set forth hereinbelow or at such other address as either Party may designate from time to time by written notice to the other.

Notices to the Lender shall be addressed as follows: [Lender Name], [Lender Address], Attention: [Contact Person], Email: [Email Address].

Notices to the Borrower shall be addressed as follows: [Borrower Name], [Borrower Address], Attention: [Contact Person], Email: [Email Address].

A notice shall be deemed to have been received: if delivered personally, at the time of delivery; if sent by registered or certified mail, on the [Number] Business Day after the date of posting; if sent by email, at the time of transmission (provided that no bounce-back or non-delivery notification is received); and if sent by courier, on the date of actual delivery as evidenced by the courier's receipt.

Either Party may change its address or contact details for notice purposes by giving written notice of such change to the other Party in accordance with the provisions of this Section, with such change becoming effective [Number] Business Days after receipt of such notice by the other Party.

Any notice given on a day which is not a Business Day, or after normal business hours in the place of receipt, shall be deemed to have been received on the next following Business Day.

This Agreement and all rights and obligations of the Borrower hereunder are personal to the Borrower and may not be assigned, transferred, novated, delegated or otherwise disposed of, in whole or in part, by the Borrower, whether voluntarily or by operation of law, without the prior written consent of the Lender, which consent may be granted or withheld in the Lender's sole and absolute discretion.

The Lender may, at any time and from time to time, without the consent of or notice to the Borrower, assign, transfer, novate, pledge, charge, grant participations in or otherwise dispose of all or any part of its rights, benefits and obligations under this Agreement to any third party, and the Borrower shall execute and deliver such documents and take such further acts as the Lender may reasonably require to give effect to any such assignment or transfer.

Upon any assignment or transfer by the Lender pursuant to this Section, the assignee or transferee shall, to the extent of such assignment or transfer, have the same rights and benefits against the Borrower under this Agreement as it would have had if it were the original Lender hereunder.

The Lender shall be entitled to disclose to any proposed or actual assignee, transferee or participant any information concerning the Borrower, this Agreement, the Collateral and the transactions contemplated hereby as the Lender may deem appropriate.

Any purported assignment, transfer or other disposition in contravention of this Section shall be null, void and without legal effect.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, legal representatives and permitted assigns.

This Agreement, and all matters arising out of or in connection herewith, including without limitation its formation, validity, interpretation, performance, breach, termination and the resolution of any disputes, shall be governed by, construed and enforced in accordance with the laws of [Country], without regard to any principles of conflict of laws that would require the application of the law of any other jurisdiction.

Any dispute, controversy, claim or difference of any kind whatsoever arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination (a "Dispute"), shall first be sought to be resolved amicably by good-faith negotiations between the Parties within a period of [Number] days from the date on which written notice of the Dispute is given by one Party to the other.

In the event that the Parties are unable to resolve the Dispute amicably within the aforementioned period, the Dispute shall be finally and exclusively submitted to and resolved by [arbitration under the rules of [Arbitral Institution] / the competent courts of [City, Country]], and the Parties hereby irrevocably submit to such [arbitration / jurisdiction].

[If arbitration is chosen: The seat of arbitration shall be [City, Country], the language of the arbitration shall be [Language], and the number of arbitrators shall be [Number]. The arbitral award shall be final and binding upon the Parties and may be enforced in any court of competent jurisdiction.]

Notwithstanding the foregoing, the Lender shall at all times be entitled, at its sole discretion, to seek interim, provisional, injunctive or conservatory relief, including without limitation attachment, seizure and injunctive orders, and to enforce any security interest granted hereunder (including the Collateral), before any court of competent jurisdiction in any country where the Borrower or any of its assets may be located.

Each Party shall bear its own costs in connection with the resolution of any Dispute, save that the prevailing Party shall be entitled to recover its reasonable costs and expenses (including without limitation attorneys' fees) from the non-prevailing Party.

The Borrower hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection it may have at any time to the laying of venue, any claim of inconvenient forum, and any right to assert sovereign or similar immunity in respect of any proceedings relating to this Agreement.

This Agreement, together with any documents expressly incorporated herein by reference, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, undertakings and discussions, whether written or oral, between the Parties relating to such subject matter.

No amendment, modification, supplement, variation or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both Parties, and no waiver of any breach of this Agreement shall operate as a waiver of any subsequent or other breach.

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the laws of any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect, and the Parties shall negotiate in good faith to replace such invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that gives effect, to the fullest extent possible, to the original intent of the Parties.

No failure or delay by the Lender in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any further or other exercise thereof or the exercise of any other right, power or remedy.

Time shall be of the essence of this Agreement in respect of all obligations of the Borrower hereunder.

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic means (including by email in portable document format) shall be as effective as delivery of a manually executed counterpart.

Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, trust, employment or fiduciary relationship between the Parties, and neither Party shall have any authority to bind the other Party in any manner whatsoever.

The Parties hereby acknowledge that they have each had the opportunity to seek independent legal advice in connection with this Agreement and have entered into this Agreement voluntarily and with full understanding of its contents and legal effect.