（h）The Borrower or the Guarantor shall be adjudicated a bankrupt or insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or the Borrower or the Guarantor shall apply for or consent to the appointment of a receiver, trustee, or similar officer for or for all or any substantial part of its property; or such receiver, trustee or similar office shall be appointed without the application or consent of the Borrower or the Guarantor and such appointment shall continue undischarged for a period or fourteen (14) days; or the Borrower or the Guarantor shall institute（by petition, application, answer, consent or otherwise）any suspension of payments, bankruptcy, insolvency reorganization, arrangement, readjustment or debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, or any such proceeding shall be instituted（by petition, application or otherwise）against the Borrower or the Guarantor and shall remain undismissed for a period of fourteen (14) days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Borrower or the Guarantor and such judgment, writ, or similar process shall not be released, vacated or fully bonded within fourteen (14) days after its issue or levy;
（i）A final judgment for money, in excess of_________or its equivalent on the date of final judgment or at any time thereafter shall be rendered against the Borrower and if, within fourteen (14) days after entry thereof, such judgment shall not have been discharged, satisfied, or if, within fourteen (14) days after the expiration of any such stay, such judgment shall not have been discharged or satisfied;
（j）All or any substantial part of the property of the Borrower or the Guarantor shall be condemned, seized or otherwise appropriated, or custody or control of such property shall be assumed by any person or entity acting or purporting to act under authority of government（de jure or de facto）or the Borrower or the Guarantor shall have been prevented from exercising managerial control over all or said substantial part of its property by any such person or entity;
THEN, upon the happening of any of the foregoing Events of Default which shall be continuing, the obligation of the Bank to make the Loan hereunder shall immediately cease, and the Bank may declare the principal of and accrued interest in respect of the Loan and the Note to be immediately due and payable whereupon the principal and accrued interest and any and all other amounts payable hereunder shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower, provided that upon the happening of any event specified in Section 8.1（h）hereof,the Loan and Note shall be immediately due and payable without any declaration or other notice to the Borrower.
Section 9 Jurisdiction
Section 9.1 The Borrower hereby agrees that any legal action or proceeding with respect to this Agreement，the Note of the other documents contemplated hereby or referred to herein and any action or proceeding to execute or otherwise enforce any judgment obtained against if for breach thereof，may be instituted in the courts of the State of California or in the United States District Court for the Northern District of California or in any court in_________(Name of Country) or elsewhere，as the Bank may elect，and by execution and delivery of the Agreement the Borrower irrevocably and unconditionally submits to each such jurisdiction.
Section 9.2 Service of Process
The Borrower hereby irrevocably and unconditionally designates, appoints and empowers_________as its agent to receive for and on its behalf service of process in any action or proceeding with respect to this Agreement or the Note. The Borrower agrees that the failure of any such agent to give notice to the Borrower of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower further irrevocably consents to service of process upon it out of said courts in any such action or proceeding by mailing copies thereof by United Stated registered air mail, postage prepaid, to the Borrower at the address specified in Section 10.5 hereof. The foregoing, however, shall not limit the right of the Bank to serve process in any other manner permitted by law. The Borrower represents and warrants that so long as it shall be obligated to the Bank under this Agreement or the Note, it shall maintain a duly appointed agent satisfactory to the Bank for the service of summonses and other legal process in for the purposes of any legal suit, action or proceeding brought by the Bank and shall keep the Bank advised in writing of the identity and location of such agent.
Section 9.3 Venue
The Borrower hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Note brought in the courts of the State of or and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
Article 10 Miscellaneous
Section 10.1 Entire Agreement
This Agreement with Exhibits embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.
Section 10.2 Expenses