考試中文修改版作業(yè)

1、PAGE PAGE 6Shi He Global Export Co.1972 HuixinliBeijing, PRCsalesDecember 14, 2015By EMAILShi He Global Corp.9755 King George Blvd.,Surrey, B.C., Canada, V3T 5E1Attention: Mr. Long Bai, Vice President LawDears Sirs/Mesdames:Re: 國際借款合同 International loan agreement (the “Agreement”)IntroductionThe con

2、tract we are writing about is an International Loan Agreement, which is a model contract for small firms that do not have access to the legal advice they need. /web/192/ wa1502129379.shtml /web/192/ wa1502129379.shtmlContract:This agreement introduces borrowing microfinance institutions to important

3、 provisions of a standard commercial bank loan agreement. It does not provide an exhaustive description of the contents of a loan agreement, but only comprises standard provisions regarding commitment to lend, repayment of loan and etc. Since this is only a model contract, no parties are expressly i

4、dentified. This agreement contains 15 articles as follow:1. Definitions2. DisbursementsThe disbursement clause sets forth the manner in which loan funds will be provided to the borrower.3. Repayment of Loan PrincipalThe repayment provision sets forth the manner in which the borrower will be required

5、 to repay the loan principal.4. Interest RateThis provision set forth a base rate that refers to some market index and a margin or spread over the base rate that reflects the borrowers perceived credit worthiness Interest on Late Payments5. FeesThis provision gives the lender additional compensation

6、 for arranging and maintaining the loan. Potential fees include arrangement, commitment, prepayment, and facility fees.6. TaxationThis provision stipulates the manner in which the borrower will be required to pay taxes.7. Computation; Determination ConclusiveThis provision sets forth how payments of

7、 interest shall be computed.8. Conditions of LendingThis provision sets forth the conditions borrower have to meet.9. Representations and WarrantiesRepresentations and warranties assure lenders that the legal, financial, and regulatory affairs of borrowers are in order before the loan is disbursed.1

8、0. CovenantsCovenants are promises the borrower makes to the lender about what its conduct and financial situation will continue to be after the loan is disbursed.11. Events of DefaultThis provision specifies the circumstances that entitle the lender to pursue its various remedies for default.12. Al

9、location of payment13. Corresponding bank14. RemediesThe remedies section sets out the lenders remedies following a default.15. MiscellaneousThis provision contains general rules regarding entire agreement, language and etc. There is an appendix at the end of the agreement listing relevant forms att

10、ached to this agreement.Language Style:We have reviewed the Agreement for compliance with CLARITY Plus principles. Our conclusions are set out in the table below:DiscussionClear, ConciseNo, the Agreement at hand does not meet this standard. There are some overlong sentences in the agreement, for exa

11、mple, the definition of the Interest Period consists of more than a hundred characters. Though in this way, the interconnectedness and interrelatedness of this definition is clearly stressed, it is intimidating for any readers who try to grasp the idea of this sentence.LeanLanguageInappropriate char

12、acters seldom appear in this model contract. 最好用主動句式最好用主動句式 Active Voice and Correct Phrasing The contract does not follow the principles of active voice verbs. A lot of passive sentences appear in the agreement, for example, in Article 13.1 (9), three passive sentences are used consecutively. Howev

13、er, we should also be aware of the pitfall of repetitive structures. For instance, in Article 11, almost every sentence starts with the word borrower, which is quite monotonous.Regular & Reasonable LanguageThe model contract use correct grammar, spellingcharacter, punctuation, capitalization, techni

14、cal presentation issues and gender-free or gender-neutral usage.Image Evoking, SpecificNo, the agreement at hand does not meet this standard. There are few white spaces between different articles and no tables, charts, other design or graphic features 注意！有些情況下不需要表格等appear in this agreement, making t

15、his agreement less reader-friendly than an image evoking one.注意！有些情況下不需要表格等Tight OrganizationYes. The drafting style of this agreement arranges the provisions in an effective manner. The provisions in the body of the agreement are generally arranged in order of descending importanceYou and Your audi

16、enceThis contract comprises standard provisions and serves as a general guidance to important provisions of a standard commercial bank loan agreement for borrowers. It is appropriate for the type of relationship contemplated by the agreement.PlusPrefer numerals, not words, to denote amount-text, rul

17、e 45All the numbers in this agreement appear in the form of numerals instead of characters or character-numeral doublets. This increase the readability of the content and prevent possible discrepancies in numbers.忘記老師提到的還應(yīng)該加啥原則了=Specific Provisions of the Contract:As requested, we have identified th

18、e specific provisions as follows:Term/TimingThis agreement does not provide renewal or extension optionsBreachArticle 11 is a default provision. (a)Failure by the Borrower to pay; (b) failure by the borrower to perform or observe any other term; (c) incorrect, misleading representation or warranty;

19、(d) unlawful performance of borrowers; (e) Borrower or the Guarantors bankrupt or insolvent adjudication constitute a breach of contract.Remedies Article 14 is the remedies section which sets out the lenders remedies following a default. In general, any non-performance gives the aggrieved party a ri

20、ght to damages either exclusively or in conjunction with any other remedies except where the non-performance is excused under force majeure and damages for a breach of this contract by one party shall consist of a sum equal to the loss.Applicable LawSince this is only a model contract on internation

21、al loan, no specific governing law is mentioned in the agreement. However parties can freely decide on the applicable law as long as appropriate. Applicable Practices or RulesNo applicable practices or rules mentioned in the agreement at hand.Dispute ResolutionArticle 15.1 and 15.2 set force a dispu

22、te resolution, where disputes are to be heard in New York States Court or Federal District Court of the Southern District of New York.Entire Agreement重要，要寫出是否有entire agreement重要，要寫出是否有entire agreementThis Agreement contains an entire agreement clause- article *. There is also an appendix at the end

23、of the Agreement listing relevant forms attached to this agreement.Drafting Suggestions:1. Revision to drafting style(a)注意與上面的clarity一一對應(yīng)注意與上面的clarity一一對應(yīng)Sentence structures in this agreement would be a lot clearer if each sentence has a reasonable amount of characters. (b)And the structure of this

24、entire agreement would also be more evident if indent or small tables be used when necessary.2. Movement of contentMany orphan headings appear in this agreement. This is a minor problem that can be easily solved as long as special regard can be given to it. Moreover, the drafters reluctance in using white space may be another reason why so many orphan paragraphs show up. The drafter should note that squeezing every paragraph together is not a mature way of drafting, on the other hand white space can help make the text more readable and eliminate the occurrence of