0婚礼上最浪漫英文版誓词
I, [Brides name], take you [Grooms name], to be my husband, my partner in life and my one true love.
I will cherish our friendship and love you today,
tomorrow, and forever
I will trust you and honor you
I will laugh with you and cry with you.
I will love you faithfully
Through the best and the worst,
Through the difficult and the easy.
What may come I will always be there.
As I have given you my hand to hold
So I give you my life to keep
So help me God
我(新娘的名字)，请你(新郎的名字)做我的丈夫，我生命中的伴侣和我唯一的爱人。
我将珍惜我们的友谊，爱你，不论是现在，将来，还是永远。
我会信任你，尊敬你，
我将和你一起欢笑，一起哭泣。
我会忠诚的爱着你，
无论未来是好的还是坏的，是艰难的还是安乐的，我都会陪你一起度过。
无论准备迎接什么样的生活，我都会一直守护在这里。
就像我伸出手让你紧握住一样，
我会将我的生命交付于你。
所以请帮助我我的主。
更多相似范文
篇1：2024早安祝福语
1、 当你拉开窗帘的时候,第一缕阳光是我让它捎去的问候.当你打开窗户的时候,呼吸到的新鲜空气是我让它给你的关爱.早上好.
2、 睡去昨天的疲惫，忘却昨天的烦恼，睁开今天的双眼，打开今天的美好。早上好，愿我的问候如清凉的清晨般滋润你!
3、 但愿你的眼睛，只看得见笑容;但愿你以后每一个梦，不会一场空!
4、 你是我生命中所能经历的,最最深切的感觉! 早上好，亲爱的!
5、 亲爱的早上好啊，送你清新的问候，温馨的祝福，清晨，美好的开始，祝你今天精神棒棒，活力多多，心情好好，一切都好!
6、 早晨收到祝福会快乐一天，春天收到祝福会快乐一年;现在又是早上又是春天，我把祝福送给你，幸福你每一秒。
7、 近几天天气冷暖不匀特别是早上，要多穿点衣服。
8、 清晨的美好就如青草般芳香，如河溪般清澈，如玻璃般透明，如甘露般香甜。亲爱的朋友，早上好，愿你今天有个好心情!
9、 你把心门打开，我的祝福会随着风儿飘进来;你把窗户打开，我的祝福会随着阳光射进来;你把手机打开，我的祝福会随着铃声响起来!早上好!
10、 早上好!感谢你陪我走过每一个日子，愿有我的日子你每天都精彩，每步都平安，每刻都快乐，每分都如意，每秒都幸福。
11、 天是冷的，心是暖的，对你的祝福是永远的!人是远的，心是近的!对你的思念是不变的!愿新的一天工作顺利，办事成功啊。。。
12、 忙碌中别忘了给心灵一点空间和营养，让喜悦与平静自然滋长，随时给生命来个深呼吸，就会发现：美好无处不在，快乐随手可得。祝你永远快乐!
篇2：2024全新的早安句子80句
生活，总有许多沟坎需要跨越;岁月，总有许多遗憾需要弥补;生命，总有许多迷茫需要领悟。痛并快乐着，思索并追寻着，彩虹总在风雨后。今天小编就给大家整理了全新的早安句子精选80句，希望对大家的工作和学习有所帮助，欢迎阅读!
全新的早安句子精选80句1
1、我在驾着飞车一个人努力释放着压力没有停顿。早安!
2、别和我谈理想，戒了!早安!
3、爱情有吸引力，婚姻有约束力，想要逃离两者只会白费力。早安!
4、一生至少该有一次，为了某个人而忘了自己，不求有结果，不求同行，不求曾经拥有，甚至不求你爱我，只求在我最美的年华里，遇到你。早安!
5、重要的是，爱你的家人，永远。早安!
6、世间万事万物都是因果循环，要是我前面的人生走错了一步，那么我遇到的便是另外一个人。早安!
7、偶尔也要现实和虚伪一点，因为不那样做的话，很难混。早安!
8、人生只有创造才能前进;只有适应才能生存。早安!
9、把不忙不闲的工作做的出色，把不咸不淡的生活过得精彩。早安!
10、不要为了寂寞去恋爱，时间是个魔鬼，天长日久，如果你是个多情的人，即使不爱对方，到时候也会产生感情，最后你怎么办?早安!
11、不关己事不听不闻不问。早安!
12、和爱的人吵架，和陌生人讲心里话。早安!
13、没有快乐，微笑还在。没有童话，童年还在。早安!
14、世界上每个人都是被上帝咬过一口的苹果…有的人缺陷比较大，那是因为上帝特别便爱她的芬芳。早安!
15、人生山一程水一程，总会有高潮和低谷，掬一捧光阴，握一份懂得，穿越一场又一场的生命迷雾。不是没有忧伤，是我们学会了坚强，不是没有挫折，是我们学会了面对。早安!
16、用经济学的眼光来看，时间就是一种财富。早安!
17、因为我不知道，下一辈子是否还能遇见你，所以我如今才会那么努力的把最好的给你。爱情如此，友情亦如此。早安!
18、总有一天你会发现，你不再需要轰轰烈烈的爱情，你想要的只是一个不会离开你的人。早安!
19、世界，不公平，但却是很明智的。它对你按下静音键，却为你开启一扇窗，只等待你去发现。早安!
20、一只鸡蛋可以画无数次，一场爱情能吗。早安!
21、爱情是理想的一致，意志的融合。早安!
22、心是最大的骗子，别人能骗你一时，而它却会骗你一辈子。早安!
23、爱情如果以权势去威胁别人，就丧失它的魅力。早安!
24、知识是通向真理的唯一捷径，也是达到真理的最大阻碍。早安!
25、积极思考造成积极人生，消极思考造成消极人生。早安!
26、有德者，人相助，济危扶困，仗义疏财。无德者，人相残，互相倾轧，尔虞我诈。有德者受良心支配，无德者受利益支配。早安!
27、只有放下那些无谓的负担，我们才能一路潇洒前行。早安!
28、老鼠从不浪费晚上的时间，而我们人类却浪费了每天的三分之一早安!
29、没有一种不通过蔑视，忍受和奋斗就可以征服的命运。早安!
30、在今天和明天之间，有一段很长的时间;趁你还有精神的时候，学习迅速办事。早安!
31、世人会不时的践踏你的梦想，但我相信那旋律真实存在，就像有些人相信童话一样。早安!
32、珍惜手中的幸福，每一个青春美好的瞬间都是永恒的回忆。在孤漠的时代，希望幸福能一生伴随每一个人。欲语心情梦已阑，镜中依约见春山。早安!
33、有过的期待，有过的感动，竟然在泪花竟放时，忘却了美丽的姿态。早安!
34、痛过，才知道如何保护自己;哭过，才知道心痛是什么感觉，傻过，才知道适时的坚持与放弃，爱过，才知道自己其实很脆弱。其实，生活并不需要这么些无谓的执着，没有什么就真的不能割舍。早安!
35、当你不去旅行，不去冒险，不去谈一场恋爱，不去尝试没试过的生活，只是每天挂着QQ，刷着微博，逛着淘宝，干着岁都能做的事情……你要青春何用?早安!
36、爱上一个人的时候，总会有点害怕，怕得到他;怕失掉他。早安!
37、世上的姑娘总以为自己是骄傲的公主(除了少数极丑和少数极聪明的姑娘例外)。早安!
38、春有春的风情，夏有夏的烈艳，秋有秋的素洁，冬有冬的雅致，人生各有各的美丽，各有各的潇洒。早安!
39、别低头，皇冠会掉，别流泪，贱人会笑。早安!
40、记住懊记住的，忘记该忘记的。改变能改变的，接受不能改变的。早安!
全新的早安句子精选80句2
1、那些不和别人比较，专注于自己世界的人们是幸福的。
2、只要你勇敢的作出选择，再加上一个永不放弃的承诺，那么，成功一定属于你自己!
3、坚持最初的梦想，哪怕是白日做梦，也在所不辞!
4、人，能真正坚持一辈子的东西太少了。世上的路有千万条，能够让我们选择的只有一条，你不可能同时在两条路上行走，选择合适自己走的就好，别人走的不一定永远平坦，而你走的也不会永远曲折。
5、不要让别人的看法淹没了自己心底的声音，最重要的是，要有勇气跟随自己的内心与直觉。
6、你应该保有内心世界的安宁。那么无论外界如何嘈杂，你都有一个清静的地方。
7、时间将我们浪掷到无法预测的未知里，我们终将学会用自己的方式成长。
8、人生亦可燃烧，亦可腐败，我愿燃烧，耗尽所有的光芒。
9、放弃并不总意味着你软弱，有时反而说明你足够坚强去舍弃。
10、保持眼界开阔和脚步向前，你就会找到你需要的一切。
11、总会有一次流泪，让我们瞬间长大。
12、有时候不是你能做或者做不到，而是你根本就没有去做。有些痛苦，是我们自愿的。
13、决定你明天的不是明天，而是今天对事业的作为。我们的今天由过去决定，我们的明天由今天决定。
14、心若没有了归宿，到哪里都是流浪。
15、甩掉折磨已久的包袱，赶上快乐好心情的巴士，给心灵也沐浴阳光!埋藏所有的阴霾!
16、记性太好，有时候是一种负担，容易忘记往事的人，是幸福的。
17、时光悄悄地流，岁月静静地走。给自己一片天空，无论风雨，勇敢飞翔;给自己一抹微笑，从容自信，洒脱坚定。
18、有一天，当你发现再也记不起为了什么而受伤，那就是痊愈之时。
19、很多事情就像是旅行一样，当你决定要出发的时候，最困难的那部分其实就已经完成了。
20、我为自己的心感到骄傲。它曾受戏弄，曾经心焦，曾遭破碎，却依然鲜活跳动。
21、岁月不是童话，经历才是人生。
22、人生，顺其自然就好，心安自然快乐。当你看淡得失、无谓成败的时候，反倒顺风顺水、遇难成祥。
23、重新站起来，告诉自己，继续走吧。
24、不要着急，最好的总会在 最不经意的时候出现。
25、幸福不是得你所想，而是想你所得。
26、愿意苦一阵子，就不会苦一辈子。
27、阳光下的泡沫是彩色的，就像每天的我，是幸福的。
28、没什么大的理想，只希望能一家人整整齐齐，健健康康，快快乐乐，幸幸福福的在一起就好了。
29、成功其实很简单，在适当的时间，适当的方式，做正确的事。
30、一件心事，想开了，固然很好。一件心事，怎么想也想不开，干脆将它丢掉。
31、成功的快乐和收获的满足在于拼搏的过程，该你走的路还是要自己走。
32、过去是云烟，现在才是珍宝，未来是航向。踏实地带着希望生活，每天都是美好时光。
33、没钱的时候就多读书，有钱就多旅行。别总盯着眼前的烦恼和困惑。这世界大着呐，读过万卷书、走过万里路，你会发现眼前的事啊，都是小事。
34、奇迹有时候是会发生的，但是你得为之拼命努力。
35、曾经以为，成熟可以是伪装，伪装了笑容就会坚强。而今才发现自己，要假装淡定一切都若无其事的样子。
36、未来的路，心安即可到达。
37、昨日渐多，明日愈少，今日还在，不增不减，这就是人生。
38、无论现实多么喧嚣，在内心总有一片自留地，那里生长着美好。
39、迷茫时，坚定的对自己说，当时的梦想，我还记得。
40、花的生命虽然短暂，但它毕竟拥抱过春天。
篇3：英文版导游词
Hello, everyone
Im Dai __ from __ travel agency. Call me "Dai Dao". In the past few days,I will take you to visit the scenic resort Huangguoshu waterfall. During thetour, please recognize the sign of the guide flag to avoid following the wrongteam. If you have any problems or requirements, please try to put forward them.I will try my best to solve them. Finally, I wish you all have a good time, eatwell and live comfortably.
Huangguoshu waterfall is the largest waterfall in China and one of the mostfamous waterfalls in the world. In November 1982, Huangguoshu waterfall wasapproved by the State Council of the peoples Republic of China as a nationalkey scenic spot. Why is this waterfall called Huangguoshu waterfall? It is saidthat farmers near the waterfall used to grow Huangguoshu for a long time. Thereis a large yellow orchard beside the waterfall, so this waterfall is calledHuangguoshu waterfall. Huangguoshu national key scenic spot is located in thesouthwest of Guizhou Province. It is one of the first batch of national keyscenic spots and the first batch of AAAA grade tourist areas assessed by thestate. It is 128 kilometers away from Guiyang, the capital of Guizhou Province,and 45 kilometers away from Anshun, the central tourist City in the West. Thereare Yunnan Guizhou railway, Zhuzhou Liupanshui double track railway, Huangguoshuairport, 320 National Highway and Guiyang Huangguoshu high-grade highway runningthrough the whole area The newly built Qingzhen Huangguoshu Expressway goesdirectly to the scenic spot! "
You see, Huangguoshu waterfall has arrived. You see, this is the mostfamous waterfall in China. Huangguoshu waterfall is 77.8 meters high and 101.0meters wide, surrounded by 18 waterfalls of different sizes and styles, forminga huge waterfall "family". It is rated as the largest waterfall group in theworld by Guinness headquarters, and listed in Guinness records. Huangguoshuwaterfall is the most spectacular waterfall in Huangguoshu waterfall group. Itis the only waterfall in the world that can be viewed from up, down, front,back, left and right. It is also a waterfall that has water curtain cave and canbe heard, viewed and touched from inside and outside.
Handsome guys, beautiful girls, "water curtain cave" has arrived, pleasetake your valuables with you. The water curtain cave is 134 meters long andconsists of six windows, three Gudong springs and six passages. You should befamiliar with this. The scene of Shuiliandong in the large-scale TV seriesjourney to the West adapted from Chinese fairy tales was shot here. I hope youwill hold up your camera, take a picture of Huangguoshu waterfall, keep it inyour memory and publicize it to more people, because Huangguoshu waterfall isthe pride of China!
Dai Dao, I want to say goodbye to you. As the saying goes, "its hard tosee each other, but its also hard to leave each other" and "its different tosend you a thousand miles away.". Ill be your guide next time. Finally, I wishyou a safe journey! Happy family! Good health!
篇4：英文版虎丘导游词_江苏导游词_网
千年以来，虎丘山依托着秀美的景色，悠久的历史文化景观，享有着“吴中第一名胜”的美誉。下面是第一范文网带来的英文版虎丘导游词，希望可以帮助到大家。
篇一：英文版虎丘导游词
Hailed as "the first places of wuzhong" tiger, also known as master mountain, peak ground swell, tiger mound, located in the northwest of suzhous old city, 3.5 kilometers away from Chang door outside. Huqiu elevation 34.3 meters, covers an area of 20 hectares, the mountain for the 150 million - year - old Mesozoic Jurassic age of the magma eruption condenses rhyolite. Huqiu of cultural history can be traced back to two thousand five hundred years ago, has a long history and the ancient city of suzhou. In ancient times, tiger was in the gulf with a tidal island scenery, through the changes of the passage, poured out from the sea, eventually became isolated hill on the ground, people call it mountain swell. "What year master come? Bang ley, crack through the deep, towering embedded empty pale wall." Sung people Zheng Sixiao verse the origin of the image representation of the tiger. Now huqiu is far from the sea, people still can feel the sight of the sea, the sea of information.
"Tiger", a history has been nearly 2500 years, 496 BC prince he lu tetanus death, buried in the mountains, into the hole on the white tiger crouching faces grave after three days, so named tiger mountain. There are many places of historic interest in the park. YunYan temple tower (also called huqiu tower) at the national level cultural relics, broken Liang Dian for provincial cultural relic, the center of the beam into two beams and disconnect pick up, can see the broken seam. Song dynasty big literary giant su dongpo had more than one thousand years ago said that "to the suzhou and not swim huqiu is shame". Relying on since one thousand, the hu qiu hill with beautiful scenery, long history of cultural landscape, enjoy the reputation of the first places of human "..
In one thousand stone cliff due north, inscribed with four Chinese characters: "hu qiu jian pool", it is said that the famous calligrapher c write four words. Another legend, now has a YanShi original huqiu four words of the book, its a book on it, later so in the local have "the true sword pool, false tiger". A narrow under the so-called pool is a sword to the sword sinks. Prince he lu tomb might be built here, legend has it had to lift fire sword and other sword 3000 to 13 in human, therefore the sword pool. The mountains have a ishii, dug by liu yu in the tang dynasty, known as "Liu Yujing". The tea is Chinas first tea book "saint" of the author. In history, according to the suzhou government record Liu Yuceng long-term huqiu, while the tea, to write "the saint". He found the tiger mountain spring is sweet and tasty, named "world WuQuan".
篇二：英文版虎丘导游词
Song dynasty poet su dongpo said, "dont swim to suzhou huqiu is pity. The poets praise became huqiu advertisement today.
To huqiu, over the past two paths, road is the car we go today, while in a carriage is worth in the past; Another is waterway, from Chang under a ship, after the excavation of the secretariat of the tang dynasty bai juyi bai causeway seven shan, before huqiu "sea flow fai" water wharf to dock.
General temple are hidden in the mountains, while the tiger mountain in the temple. Have a doggerel image location out huqiu chu tomb at baoshan temple temple features: "first remove the old monk had feared mountain, sunset teach temple door lock".
Now we came to the gate of the tiger "master chao hui". This four word points out the history of the tiger. Huqiu, formerly known as master mountain ancient here is a piece of waste, a few green island hidden when trapped during the changing of the tides, then called master mountain huqiu most short, but beautiful, such as the vast blue waves of the shining pearl stream hui today. "Sea flow fai" doors in water is a kind of zhaobi, suzhou humble administrators garden, the old gate still holds high the water doors of of primitive simplicity, embodies the people of the region of appearance and face.
We know that the prince he lu he lu built in suzhou city in 514 BC. At that time, China is the spring and autumn period, the fight between the small. As most parts of our country is still in the Bronze Age, wu is known as cast iron, cast jian, appeared the child cure, lieutenant, m-sword famous blacksmith. Wu in 496 BC, the Vietnam war, the prince he lu injured died on his way home. In order to build the prince he lu tomb, wu used hundreds of workers, structures and the sword of three thousand in the tomb. In order to keep secret of the princes tomb, rumours that prince buried after three days, a white tiger crouching hai-yong yu mountain, he said to prince domineering condensation. Since then, there is a tiger of appellation, has been two thousand five hundred years.
By 961, huqiu built seven layers on the top of the eight sides 2-foot-tall tower one. Huqiu tower is now heavily skewed, off center 2. 34 meters, huqiu tower is famous, and because of it and the princes tomb of complicated relationship between scientists and tourists accused of dense interest. In principle, the princes tomb was built in 496 BC, huqiu tower was built in 961 AD, difference before and after one thousand five hundred, should not have what to do. But now the two sites are below. A link between them, to the hu qiu hill after Ill make a detailed introduction.
篇三：英文版虎丘导游词
Tourists friends, welcome you to visit wu first mountain - it drives. Huqiu, located in the northwest of suzhous ancient city about five kilometers. This is a sudden in the hills of the plains, height of 30 meters, covers an area of about 300 mu. According to legend, in ancient times, there was a bay on the east coast, and tiger is produced by volcanic eruptions and searing lava island, formed from the accumulation of the submerged by water at high tide, flowed from the sea at low tide, what was then known as master mountain peak or swell. Over time, sea and land change, peak ground swell is evolved into a land of a hill. Why swell peak is known as the tiger? It also from the spring and autumn period of wu yue battle. Week of more than 3000 years ago, so the eldest son of Cyrus king of male Dan father taber, the second son zhongyong of wu for the throne, leave the shaanxi zones, came to taihu lake, established GouWu tribe, after more than ten generations of development and accumulation, has established the kingdom of wu.
Taber twenty I prince he lu sun for supremacy cause, reuse of sun wu and wu zixu, "Fielding, real storage, hyogo cure", was built in 514 BC he lu city, has become one of the metropolis, southeast of wu has reached the peak. In 496 BC, the prince he lu by the death of king done often, personally rate soldiers attacked yue. Lightly, because he lu prides king goujian ambush, injured in 槜 lee region, li in jiaxing, died on the way to bury ground swell. This period of history, Mr Liu Guangwei written in the tang dynasty recorded in the journal of wu to remember is this: "master mountain in the northwest of wuxian nine two hundred steps, he lu was buried in the mountain. Five counties of grave, copper Guo triple, mercury filling body, gold and silver for pit. Shiji cloud: he lu tomb in wuxian Chang outside, with hundreds of man grave, was buried the removal of the lake. After three days, white rests on it, so the name huqiu hill. Cloud: in" wu yue chun qiu " he lu buried huqiu. Hundreds of man was buried, after three days, the elaboration of gold for the white tiger squatted on it, due to the tiger.
Since then, the tiger became a tourist attraction in suzhou. For one thousand years, countless heroes, scholars with tiger to the stage, show a lot of terrible magnificent historical drama, leaving the countless precious relics, added a rich legend. Suzhou huqiu is, as it were, an encyclopedia of 250000 years of history. Prince fu to avenge, his army against yue, and in the army suffered a crushing defeat in taihu lake, pepper mountain, arrested goujian couples to huqiu, make its keep before he lu tomb grave a horse.
Qin shihuang east tour to huqiu, mountain climbing, and sent a mining he lu tomb, seek the prince sword, and will have nothing. The qin dynasty, xiang yu group army, jiangdong eight thousand at huqiu JieGan uprising, fought north and south, defeated in the battle of the stag qin, fundamentally shaken the basis of the qin dynasty, become a one-time place of bullies. Eastern han dynasty last years, sun quan in suzhou as equal base development business, to consolidate and develop, sun wu regime had sent he lu tomb, looking for buried treasure, also turned up nothing.
President of suzhou treasure between calendar year, bai juyi secretariat of more than a year (in May 825 to September 826), launched from Chang door to huqiu shan river, along the river built in long beach, one of the seven on the kind of plum, water plant LianHe and adds a lot of thorn in suzhou. Song dynasty su dongpo repeatedly visit huqiu, wrote many poems, he thought: "suzhou huqiu, not swim is shame". Tong pak fu Ming dynasty once found the sword pond dried up after exposed YongDaoKou he lus grave, almost almost solved the riddle. At the end of Ming dynasty, headed by Zhang Pu after club once at huqiu one thousand stone party, have complex social members from the national total of thousands of people attended the event. Kangxi and qianlong in the qing dynasty had repeatedly patrol suzhou, the tiger left many calligraphy, folk spread in suzhou for the story. At the end of qing dynasty, LiuYaZi, Chen to disease and others in suzhou modern organized the first revolutionary literary group - south club. On November 13, 1909, the south club at huqiu gathering for the first time, was formally established. The group propaganda of bourgeois revolution, against the qing dynasty autocratic rule, the influence is very big.
Chen to illness, died in 1933, was buried in the tiger mountain foothill. Tiger is one of the famous buddhist holy land of the jiangnan. When it comes to huqiu buddhist culture historical origin, the earliest can be traced back to the jin dynasty. Eastern jin SiTuWangXun and customary wang brothers, build library as a villa in huqiu. Salty and two years (327) for two temple, bounded with sword pool, after the two temples. Due to avoid taboo tang MAO, in the tang dynasty to huqiu Wu Qiu, temple called Wu Qiu temple. When the northern song dynasty renamed YunYan temple. Five generations Zhou Xiande six years (959 years), huqiu YunYan temple was built pagoda, built in northern song dynasty long completed two years (961). Temples and waste several times, in the reconstruction of the qing emperor kangxi years, changed its name to "tiger mound temple". Although the temple architectural remains here now is no longer the religious activity places, but also from the scale we can identify the pomp of the buddhist temple.
篇5：会议通知英文版
You are members of the Organizing Committee, and you are assigned to give a notice of the conference. Have a discussion with your colleagues and write a conference notice based on the following information in reference to Samples.
The Conference Notice
Gansu Provincial Education Department and British Government Department for International Development (DFID) are co-organizing an International Conference on “International Conference on School Development Planning”.
The theme of the conference is “School Development Planning” and central topic is “School Development Planning (SDP) experience in China and worldwide” Teilnehmer: Administrators from all colleges and universities in China，faculty and staff in institutions
Conference date/time: Sept 24, Friday, 20xx, 9:00 a.m. -5:00 p.m.
Conference place: Academic Conference Center，Lanzhou University
Registration and meeting schedule:
Contact name: Ms. Hilary Wang
E-mail:
Telephone: (0931)8476-6960.
篇6：英文版北京旅游导游词_北京导游词_网
北京是我们首都，有很多外国友人会来到北京游玩.以下是小编精心准备的英文北京导游词，欢迎大家参考以下内容哦!
北京旅游导游词英文版
Beijing is the birthplace of Chinese Civilization and one of the six ancient capital cities in China. During the last 3000 years it served as a capital for several dynasties. It is the second largest city in China with a population of more than 11 million. Beijing is neither cold in winter nor very hot in summer. The best seasons in Beijing are Spring and Autumn. Beijing is indeed an ideal place to visit all round the year.
Temple of Heaven in the southern part of Beijing is China`s largest existing complex of ancient sacrificial buildings. Occupying an area of 273 hectares, it is three times the area of the Forbidden City. It was built in 1420 for emperors to worship Heaven. The principle buildings include the Altar of Prayer for Good Harvests, Imperial Vault of Heaven and Circular Mound Altar.
Forbidden City, so called because it was off limits to commoners for 500 years, is the largest and best-preserved cluster of ancient buildings in China. It was home to two dynasties of emperors -the Ming and the Qing - who didnt stray from this pleasure dome unless they absolutely had to.
Great Wall of China, Also know n to the Chinese as the 10,000 Li Wall, the Great Wall of China stretches from Shanhaiguan Pass on the east coast to Jiayuguan Pass in the Gobi Desert. Standard histories emphasize the unity of the wall.
篇7：贷款合同书英文版_合同范本
欢迎借鉴与参考文章《贷款合同书(英文版)》，请看下文的详细内容。
This LOAN AGREEMENT, dated as of the later of the two signature dates below, is made by and among AAA CORPORATION ("AAA"), a _________(PLACENAME) Corporation, _________(address) ("Lender"), and BBB CORPORATION ("BBB"), a _________(PLACENAME) corporation, _________(address) ("Borrower").
RECITALS
A. Borrower develops and markets computer software products, including without limitation a "search engine" software for searching and indexing information accessible through the Internet.
B. Lender develops, manufactures, distributes and markets computer software products and services.
C. Borrower and Lender desire to enter into a business relationship pursuant to which, among other things, (i) Borrower would (a) develop software for Lender to implement desired features for a Lender search engine, (b) provide search results for Lender using Borrowers search engine customized with, among other elements, the features developed for Lender, (c) provide software hosting and maintenance services for Lenders benefit, and (d) purchase additional hardware and software necessary or desirable to service Lenders needs, and (ii) Lender would make certain payments to Borrower, and provide loans to Borrower to facilitate Borrowers purchase of additional hardware and software necessary or desirable to service Lenders needs.
D. This Loan Agreement and a Security Agreement between the parties of even date, are intended to set forth the terms and conditions applicable to the loan aspects of such business relationship.
NOW THEREFORE, for and in consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
AGREEMENTS
1. Loan to Borrower. Pursuant to the terms and conditions of that certain Software Hosting Agreement between Borrower and Lender of even date herewith (the "Hosting Agreement"), Borrower may be required, after consultation with and approval by Lender, to purchase additional Hosting Servers, as that term is defined in the Hosting Agreement. Subject to the terms and conditions of this Agreement, Lender shall from time to time make advances ("Advances") to Borrower during the period from the date hereof until the termination of this Agreement. In no event shall Lender have any obligation to make Advances to Borrower following the occurrence of any Event of Default as defined in section 11 of this Agreement.
A. Advances. Advances shall be made only in amounts separately agreed between Lender and Borrower to be sufficient to purchase the additional Hosting Servers required by Lender. Each such Advance shall be evidenced by a promissory note (the "Promissory Note") with a term of [*] ([*]) [*] in substantially the form of the sample note attached hereto as Exhibit A. The terms of all such Promissory Notes are by this reference incorporated in this Agreement. The proceeds of each Advance shall only be used by Borrower to purchase the additional Hosting Servers for which that Advance is made.
B. Persons Authorized. Lender is hereby authorized by Borrower to make Advances only upon the written requests (including requests made by telex, telegraph or facsimile), of any one of the following persons (the "Responsible Officers" and each a "Responsible Officer"): Dave Peterschmidt, Jerry Kennelly and Randy Gottfried; each of whom is and shall be authorized to request Advances and direct the disposition of any Advance until written notice by Borrower of the revocation of such authority is received by Lender. Any Advance shall be conclusively presumed to have been made to or for the benefit of Borrower when made in accordance with such a request. Requests for Advances shall be on the Borrowing Notice form attached hereto as Exhibit B. Any such Borrowing Notice shall be directed to the following Lender representative (or such other person as Lender may direct from time to time) for approval prior to disbursement: Shirish Nadkarni.
C. Assumption of Risk. It is important to Borrower that Borrower have the privilege of making requests for Advances by e mail, telex, telegraph or facsimile. Therefore, to induce Lender to lend funds in response to such requests, and in consideration for Lenders agreement to receive and consider such requests, BORROWER ASSUMES ALL RISK OF THE VALIDITY, AUTHENTICITY AND AUTHORIZATION OF SUCH REQUESTS, WHETHER OR NOT THE INDIVIDUAL MAKING SUCH REQUEST HAS AUTHORITY IN FACT TO REQUEST ADVANCES ON BEHALF OF BORROWER. UNLESS AN UNAUTHORIZED OR INVALID ADVANCE IS MADE AS A RESULT OF GROSS NEGLIGENCE ON THE PART OF LENDER, LENDER SHALL NOT BE RESPONSIBLE, UNDER PRINCIPLES OF CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS SUSTAINED BY BORROWER RESULTING FROM ANY UNAUTHORIZED OR INVALID ADVANCE, INCLUDING, BUT NOT LIMITED TO, THE AMOUNT OF ANY ADVANCE. Borrower agrees to repay any sums, with interest as provided herein, that Lender so advances. Borrower agrees to give Lender prompt written confirmation of all e mail, telex, telegraph or facsimile requests for Advances; but Borrowers failure to do so, or the failure of such confirmation to reach Lender, shall not affect Borrowers assumption of the risk with respect to such Advance or reduce in any way the obligation of Borrower to repay with interest all amounts theretofore or thereafter advanced by Lender pursuant thereto.
D. Request for Advance. Each request for an Advance shall set forth the amount of such Advance and the date such Advance is to be made, such request to be received by Lender by 9:30 a.m., _________(PLACENAME), WA, USA time ten (10) full business days before such Advance is to be made. Any proposed Advance shall be made and effected only on a business day and may be disbursed only after a separate Promissory Note for such Advance is properly executed by Borrower, and delivered to and accepted by Lender. If the date of the proposed Advance is not a business day, such Advance shall be effected on the next succeeding business day. Each request for an Advance shall be irrevocable and binding on Borrower.
E. Disbursement of Advances. Advances made and effected by Lender shall be disbursed by wire transfer in immediately available funds to the depository account set forth in Exhibit E hereto, or such other account as Borrower may designate from time to time by written notice to Lender signed by a Responsible Officer.
2. Term and Termination. This Agreement shall terminate upon the termination of the Hosting Agreement ("Maturity Date"); provided that all rights and remedies to which Lender is entitled under this Agreement and at law shall survive any such termination of the Agreement until all amounts advanced or otherwise due Lender under this Agreement have been repaid or otherwise satisfied according to the terms of this Agreement.
3. Interest. The outstanding principal balance of the Loan shall bear interest at the lowest appropriate applicable federal rate, as determined by AAA, when each Promissory Note (or the New Note described in section 4) is issued. All computations of interest shall be based on a 360 day year for the actual number of days passed.
4. Payment of Principal and Interest.
A. Monthly Payments. Payment of principal and interest for each Advance shall be made in immediately available funds, by 10:00 a.m., _________(PLACENAME) time, at such location designated by Lender or the holder of the applicable Promissory Note, on the date each payment is due as provided in the Promissory Note. The payments of principal and interest shall be separately calculated for each Advance and shall be payable in immediately available funds on the first business day of each month until paid in full. Each installment payment shall be in an amount sufficient to cause the principal balance of each Advance to be repaid within three years. Notwithstanding the foregoing, any amounts accrued but not paid at the time of termination of this Agreement shall be payable or otherwise satisfied in accordance with the following subsections.
B. Roll over or Acceleration. Upon expiration or termination of this Agreement:
(i) If this Agreement is terminated due to the mutual agreement of the parties, due to termination of the Hosting Agreement by Lender pursuant to section 10.2 of the Hosting Agreement, or due to termination of the Hosting Agreement by Borrower pursuant to section 10.1 of the Hosting Agreement, then immediately prior to the effective date of such termination Lender shall cancel all outstanding Promissory Notes and Borrower shall simultaneously execute a new promissory note ("New Note") for all outstanding principal, interest and other amounts under such Promissory Notes owed or owing to Lender by Borrower on that date, in substantially the form attached as Exhibit C satisfying and replacing all outstanding Advances and other amounts due under this Agreement. A New Note issued pursuant to this subsection shall carry the same interest rate and be subject to the same terms and conditions as all Advances under this Agreement, except that the term of the New Note shall be two (2) years, and each installment payment shall be in an amount sufficient to cause the principal balance of the New Note to be repaid within two (2) years. Installment payments for the New Note shall be made in immediately available funds, by 10:00 a.m., _________(PLACENAME) time, at such location designated by Lender or the holder of the New Note, on the date each payment is due as provided in the New Note. Prior to execution of the New Note, Borrower shall satisfy all conditions precedent and make all representations and warranties required for Advances under this Agreement.
(ii) If termination of this Agreement is due to any other reason (other than due to a material breach of this Agreement or the Hosting Agreement by Lender), such termination shall be considered an Event of Default and subject to any and all remedies available to Lender for an Event of Default as provided in section 12 of this Agreement.
C. Prepayment. Borrower may prepay each Advance in whole or in part, at any time without penalty. Any repayments of the amounts due under this Loan Agreement shall be made in immediately available funds and shall be applied first against any amounts owed to Lender under the Security Agreement, then to the payment of past due interest on any outstanding Advance, and any remaining amount shall reduce the outstanding principal amount of each Advance.
5. Overdue Payments; Default Rate. 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 eighteen percent (18 %) per annum (the "Default Rate"), provided that in no event shall the rate of interest exceed that permitted by applicable law.
6. Security for the Loan. This Loan is secured by a purchase money security interest in the Hosting Servers purchased by each Advance, pursuant to the terms of a security agreement of even date ("Security Agreement"). Lender shall have a first priority security interest in all of the collateral described in the Security Agreement (the "Collateral").
7. Representations and Warranties. Borrower hereby represents and warrants to Lender as follows:
A. Corporate Existence. Borrower is a corporation, duly organized and validly existing, in good standing under the laws of its state of incorporation, and is duly authorized and qualified under all applicable laws, regulations, ordinances and orders of public authorities to carry on such business in any state or county where such qualification is necessary and to own and hold property.
B. Corporate Power. Borrower has full right, power and authority to enter into and perform this Agreement, each Promissory Note, the New Note, and the Security (collectively, the "Documents"), and to grant all of the rights granted and agreed to be granted pursuant to this Agreement and the Documents.
C. Authorization. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Documents, including but not limited to, all necessary corporate action required by its articles of incorporation and bylaws.
D. No Conflict, Violation or Consent Required. The execution, delivery and performance of, and the compliance with the provisions of each of the Documents do not and will not violate any provision of an applicable law or any provision of Borrowers articles of incorporation and bylaws, and will not conflict with, require consent under any provision of, result in any breach of any of the terms, conditions or provisions of, result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of Borrower pursuant to the terms of, or constitute a default under or conflict with, any other indenture, contract, mortgage, deed of trust or other agreement or instrument to which Borrower is a party or by which Borrower is bound. Borrower shall not enter into other contractual obligations which will restrict or impair its obligations under this Agreement or any other Document.
E. Binding Effect. This Agreement constitutes, and the Promissory Note and each of the other Documents, when executed and delivered by Borrower, will constitute, valid obligations of Borrower and are binding and enforceable against Borrower in accordance with their respective terms, except as hereafter may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement of creditors rights and the availability of specific performance.
F. Familiarity With Terms. Borrower is fully familiar with all of the terms, covenants and conditions of the Documents.
G. Legal Proceedings. Except as disclosed on Schedule 1 attached hereto, 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 Borrowers 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.
H. No Governmental Approvals. No registration with or approval of any governmental agency or commission is necessary for the due execution and delivery of any of the Documents or for the validity or enforceability thereof with respect to any obligation of Borrower hereunder or thereunder, except acts to be performed by Lender in order to perfect Lenders security interest in the Collateral.
I. Liens and Encumbrances. Borrower shall keep the Collateral purchased with each Advance free and clear of all liens, claims, encumbrances and rights of others and at the request of Lender from time to time, shall obtain an agreement, in a form satisfactory to Lender in its sole discretion, from any of its general creditors or lien holders to subordinate their interests in the Collateral to Lenders interest pursuant to this Agreement and the Security Agreement.
J. Compliance With Laws. Borrower has complied with all laws, regulations, ordinances and orders which affect in any material respect its right to carry on its operations, perform its obligations under the Documents or meet its obligations in the ordinary course of business.
K. Outstanding Debt. There exists no default under the provisions of any agreement or instrument evidencing any outstanding indebtedness of Borrower and/or its subsidiaries to any party or any material agreement to which Borrower and/or its subsidiaries is currently a party.
L. 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.
M. No Consents. The execution, delivery and filing of the Security Agreement and any financing statements, and the creation of the lien, mortgage, encumbrance, preference or security interest contemplated thereby, will not require the consent or approval of any person or entity not a party to this Agreement.
N. Perfection of Liens and Security Interest. As of the date hereof, Lender will have a valid and perfected first priority lien on and security interest in all of the Collateral (whether now owned or hereafter acquired), which lien and security interest will be enforceable against the applicable grantor thereof and all third parties and will secure the obligations stated therein. All filings, recordations and other actions necessary under any laws to perfect and protect such liens and security interests as first priority liens and security interests in the Collateral have been, or will on the Closing Date be, duly taken.
8. Affirmative Covenants. Until all amounts owed under the Documents have been paid in full or otherwise satisfied under the terms of this Agreement, Borrower, at its own expense, covenants and agrees at all times to comply with the terms of this paragraph 8.
A. Financial Information.
(i) Borrower shall furnish or cause to be furnished to Lender, as soon as practicable and in any event within forty five (45) 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.
(ii) Borrower shall furnish or cause to be furnished to Lender, as soon as the same are available, and in any event within ninety (90) days after the end of each of each fiscal year Borrowers consolidated balance sheet, statement of income and a 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 certified public accountants of recognized national standing or otherwise reasonably acceptable to Lender.
(iii) Concurrently with the information described in (i) and (ii) 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.
(iv) 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.
B. Notice of Default. Immediately upon obtaining knowledge of the occurrence of any event that constitutes an Event of Default, 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.
C. Maintenance of Existence. 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.
D. Payment of Taxes. Borrower shall pay, indemnify and hold Lender harmless from (i) all taxes, assessments and charges lawfully levied or imposed by the United States, any state or local government, any taxing authority or any political or governmental subdivision of any foreign country on or with respect to the Collateral or any part thereof, and (ii) any other claims which, if unpaid, might become by law a lien upon Borrowers 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.
E. Maintenance of Property and Leases. Borrower shall keep its properties in good repair and condition, reasonable wear and tear excepted, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto. Borrower shall at all times comply with the provisions of all leases to which it is a party so as to prevent any loss or forfeiture thereof or thereunder.
F. Insurance. Borrower shall maintain with responsible companies reasonably acceptable to Lender liability insurance and insurance with respect to the Collateral in amounts and covering risks as is customary among companies engaged in businesses similar to that of Borrower. Each liability insurance policy maintained pursuant to this paragraph shall name Lender as additional insured. Each such policy other than liability policies shall name Lender as named insured and loss payee as its interest may appear. The parties agree that such interest of Lender shall be equal to the total of all amounts owed under the Documents to Lender. Borrower shall maintain insurance against any other risks as is customary among companies engaged in businesses similar to that of Borrower. All required insurance shall (a) be in form and amount reasonably satisfactory to Lender and (b) contain a Lenders Loss Payable Endorsement. Each insurer shall agree by endorsement upon the policies issued by it, or by independent instrument furnished to Lender, that it will give Lender thirty (30) days written notice before the policy is materially altered or canceled. The proceeds of any public liability policy shall be payable first to Lender to the extent of its liability, if any, and the balance shall be payable to Borrower. Borrower hereby irrevocably appoints Lender as Borrowers attorney in fact to make claim for, receive payment of, and execute and endorse all documents, checks or drafts for loss or damage under any insurance policy.
G. Notice of Litigation. Borrower shall promptly notify Lender in writing of the initiation of any litigation against Borrower that in Borrowers good faith judgment might materially and adversely affect the operations, financial condition, property or business of Borrower. If any suit is filed against any of the Collateral or if any of the Collateral is otherwise attached, levied upon or taken in custody by virtue of any legal proceeding in any court, Borrower shall promptly notify Lender thereof by telephone, confirmed by letter, and within sixty (60) days (unless otherwise consented to in writing by Lender) cause the Collateral to be released and promptly notify Lender thereof in the manner aforesaid.
H. Accounts and Reports. Borrower shall keep true and accurate records and books of account in which full, true and correct entries shall be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles.
I. Compliance With Laws. Borrower shall duly observe and conform to all valid requirements of governmental authorities relating to the conduct of its business or to its property or assets.
J. Inspection. Borrower shall permit Lender or its designated representative, at all reasonable hours upon reasonable advance notice, to visit and inspect Borrowers properties, offices, facilities and the Collateral, and to examine Borrowers books of account, solely to monitor the status of the Collateral and financial condition of Borrower. Lender agrees that any such visitation or inspection may be escorted and monitored by Borrower.
K. Filing and Execution of Documents. Borrower shall from time to time do and perform such other and further acts and execute and deliver any and all such further instruments as may be required by law or reasonably requested by Lender to establish, maintain and protect Lenders security interest in any of the Collateral as provided in this Agreement.
L. Anti forfeiture. Borrower shall not have committed or commit any act or omission affording the federal government or any state or local government the right of forfeiture as against the property of Borrower or any part thereof or any moneys paid in performance of its obligations under this Agreement, any Promissory Note or under any of the other Documents. Borrower covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. In furtherance thereof, Borrower hereby indemnifies Lender and agrees to defend and hold Lender harmless from and against any loss, damage or injury by reason of the breach of the covenants and agreements or the warranties and representations set forth in the preceding sentence. Without limiting the generality of the foregoing, the filing of formal charges or the commencement of proceedings against Borrower, Lender, or all or any of the property of any Borrower under any federal or state law for which forfeiture of such property or any part thereof or of any moneys paid in performance of any Borrowers obligations under the Documents shall, at the election of Lender, constitute an Event of Default hereunder without notice or opportunity to cure.
M. Meeting. The Responsible Officers of Borrower (and such other officers and employees of Borrower as Lender may reasonably request) shall meet at least once per year with Lenders designated representatives to review Borrowers consolidated financial statements and such other information regarding the operation of Borrowers business as may be reasonably requested by Lender to monitor the financial condition of Borrower and status of the Collateral.
9. Negative Covenants. Until all amounts owed under this Agreement, the Promissory Note and the other Documents 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 sell all or any portion of the Collateral, nor relocate the Collateral. Borrower shall not encumber the Collateral, assume any debt secured by the Collateral or subject the Collateral to any unpaid charge or claim of any third party. Lender may give its prior written consent to any sale or encumbrance of any of the Collateral upon the express terms and conditions set forth in such consent of Lender.
10. Conditions Precedent to Loan Advances. Notwithstanding anything contained herein to the contrary, the obligation of Lender to make any Advance to Borrower, is expressly conditioned upon the following:
A. Representations and Warranties. All representations and warranties of Borrower contained in this Agreement, in the Documents and in any certificate or other instrument delivered pursuant to the provisions hereof, or in connection with the transactions contemplated hereby, shall be and remain true and correct in all material respects throughout the term of this Agreement, including without limitation on the date of each request for an Advance with the same force and effect as though such representations and warranties had been made on the date of the Advance.
B. Covenants. Borrower shall have performed and complied with all material terms, covenants and conditions of this Agreement and the Documents to be performed or complied with by it on or before execution of this Agreement or on or before the date of each Advance, as the case may be.
C. No Event of Default. There shall exist no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, under this Agreement or the other Documents.
D. Subordination of Prior Interests/Release of Liens. If Lender so requests, for any prior security interest, lien or encumbrance in the Collateral or in the general assets of the Borrowers business, Borrower shall obtain a subordination agreement from its creditor or lien holder in favor Lender or shall obtain the release and discharge of such security interest, lien or encumbrance, including any financing statement or recorded lien filed to perfect such interest, lien or encumbrance.
E. Delivery of Documentation. Borrower, at its sole cost and expense, shall have delivered to Lender the following documents, duly executed by the appropriate party, in form and substance satisfactory to Lender:
(i) the applicable Promissory Note executed by Borrower prior to disbursement of each respective Advance;
(ii) the Security Agreement executed by Borrower on the date of this Agreement;
(iii) the Hosting Agreement executed by Borrower, on the date of this Agreement;
(iv) a certificate of Borrowers corporate secretary, to be dated as of the date of this Agreement, certifying as true and accurate and in full force and effect as of that date, copies of current resolutions of Borrowers Board of Directors authorizing (i) Borrower to enter into and perform this Agreement and to execute, deliver and honor and perform the other Documents, and (ii) the persons who have executed or will execute this Agreement, the Promissory Note and the other Documents to do so;
(v) a certificate, as of the most recent date practical, of the secretary of state of Borrowers state of incorporation as to the good standing of Borrower;
(vi) certificates issued in favor of Lender evidencing the insurance policies required by Lender in accordance with Section 8F hereof;
(vii) UCC financing statements executed by Borrower, in form and substance satisfactory to Lender, evidencing Lenders security interest in the Collateral designated thereon to be filed in each jurisdiction in which Borrower is or may be doing business;
(viii) officers certificates executed by a Responsible Officer of Borrower, dated the purchase date for each purchase of each item of Collateral, certifying that on that date (i) Borrower has good title to all Collateral described in the Security Agreement, (ii) no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred, and is continuing, and (iii) the representations and warranties contained in the Documents are true and accurate on and as of that date;
(ix) such other agreements, certificates or other documents as shall be deemed necessary or desirable, in the good faith opinion of Lender or its counsel, in order to fully and completely perfect, preserve or protect Lenders interests hereunder and Lenders security interest in the Collateral;
(x) a valid and authorized Borrowing Notice containing a request for an Advance approved by Lenders designated representative.
11. Events of Default. The occurrence of one or more of the following events (herein called "Events of Default") shall constitute a default under this Agreement.
A. Borrowers failure to pay any portion of any installment of principal or interest due under any Promissory Note or any other amount under any of the other Documents when and as the same shall become due and payable as therein or herein expressed, if such failure continues for a period of ten (10) days after Lender has notified Borrower (regardless of whether Borrower actually receives such notice) that such payment has not been received;
B. Borrowers failure to comply with and duly and punctually observe or perform, any of the covenants of Borrower contained in Sections 8B, 8C, 8D, 8E and 8H and Section 9 of this Loan Agreement;
C. Borrowers failure to maintain insurance as required in accordance with Section 8F hereof; which failure shall continue for a period of ten (10) days after the earlier of the giving of notice of such failure by Lender to Borrower, or the date Lender is notified of such failure by Borrower or should have been so notified pursuant to section 8B hereof.
D. Borrower applies for, consents to or acquiesces in the appointment of a trustee, receiver, liquidator, assignee, sequestrator or other similar official for Borrower or for any of Borrowers property, or makes a general assignment for the benefit of creditors, or files a petition or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or a readjustment of its indebtedness or an answer admitting the material allegations of a petition filed against it in any such proceeding, or seeks relief under the provisions of any bankruptcy or similar law; or, in the absence of any of the foregoing, a trustee, receiver, liquidator, assignee, sequestrator or other similar official is appointed for Borrower or for a substantial part of any of the property of Borrower and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or other insolvency law or common law or in equity is instituted against Borrower and is not dismissed within sixty (60) days; or, in the absence of any of the foregoing, if, under the provisions of any law providing for reorganization or winding up which may apply to Borrower, any court of competent jurisdiction shall assume jurisdiction, custody or control of Borrower or of any substantial part of any of Borrowers property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of sixty (60) days;
E. any material representation or warranty made by Borrower and contained in any of the Documents, or otherwise made by Borrower to Lender, proves or becomes untrue in any material respect, provided that any cure period (if any) available to remedy the inaccuracy has passed;
F. Borrower is in material default in the payment or performance of any material obligation under any promissory note, indenture, contract, mortgage, deed of trust or other instrument to which Borrower is a party or by which Borrower is bound and the applicable cure period shall have expired;
G. any provision of any Document, including, without limitation, the Security Agreement, shall for any reason (except for acts to be performed by Lender) cease to be valid and binding on any signatory thereto, or such signatory shall so allege, or any Security Agreement shall for any reason (except for acts to be performed by Lender) cease to create a valid and perfected first priority lien, mortgage, encumbrance or security interest except to the extent permitted by the terms thereof, in any of the property purported to be covered thereby, or the signatory to such Security Agreement shall so allege;
H. the termination of the Hosting Agreement by Lender due to the material breach thereunder by Borrower; or
I. Borrowers failure to duly and punctually observe or perform, in any material respect, any other of the covenants, conditions or agreements to be performed or observed by Borrower contained in this Agreement or any of the Documents and, except as may otherwise be specifically provided in the Documents, such failure continues for a period of thirty (30) days after the earlier of the giving of notice of such failure by Lender to Borrower, or the date Lender is notified of such failure by Borrower or should have been so notified pursuant to section 8B hereof.
J. Borrowers material breach under the Hosting Agreement and/or any of the following agreements between the parties (which remains uncured after the applicable core period, if any, thereunder): the Software Development Agreement of even date herewith; and the Information Services Agreement of even date herewith (and the Escrow Agreement referred to therein).
12. Remedies. 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. terminate Lenders commitment to make Advances hereunder;
C. If Borrower fails to perform any act that it is required to perform under this Agreement or the Security Agreement, 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;
D. enforce Lenders rights under the Security Agreement;
E. terminate the Hosting Agreement;
F. institute one or more legal proceedings at law or in equity for the:
(i) 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;
(ii) foreclosure of its security interest in the Collateral and the sale of all or any part of the Collateral under the judgment or decree of any court of competent jurisdiction;
(iii) enforcement of such other appropriate legal or equitable remedy as may in the opinion of Lender be necessary to protect and enforce Lenders rights under the Documents;
G. assert such other rights and remedies of a secured party and of a mortgagee under the laws of the United States or the state of _________(PLACENAME) (regardless of whether such law or one similar thereto has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, all rights of a secured party under the UCC, whether or not this Agreement and the transactions contemplated hereby are determined to be governed by the UCC.
13. Costs and Expenses of Collection and Enforcement. Borrower shall pay to Lender on demand all reasonable attorneys fees and other costs and expenses reasonably incurred by Lender in protecting the Collateral or in exercising Lenders rights, powers or remedies under this Agreement or the Documents, 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 Borrowers 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. 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 Documents, 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
(i) 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 Lenders 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;
(ii) second, to the payment of all accrued and unpaid interest under the Promissory Notes or New Notes;
(iii) third, to the payment of the unpaid principal balance under the Promissory Notes or New Note;
(iv) fourth, to the payment of all other amounts due to Lender under the Documents; and
(v) 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 14 are insufficient to pay in full all amounts due to Lender under the Documents, Borrower shall immediately pay such deficiency to Lender.
15. Modifications, Consents and Waivers. No failure or delay on the part of Lender in exercising any power or right hereunder or under the Promissory Notes or New Notes or under any other Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power. No amendment, modification or waiver of any provision to this Agreement, the Notes or any other Document, nor consent to any departure therefrom, shall in any event be effective unless the same shall be in writing and consented to by Lender, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances.
16. Notices. All notices and requests in connection with this Agreement, the Promissory Notes, the New Note or any other Document shall be in writing and may be given by personal delivery, registered or certified mail, telegram, facsimile or telex addressed as follows:
to Borrower: BBB Corporation
_________(address)
Attn: _________
and to:
BBB Corporation
_________(address)
Attn: _________
to Lender: AAA Corporation
_________(address)
Attn: _________
and to:
AAA Corporation
_________(address)
Attn: _________
or to such other address as the party to receive the notice or request shall designate by notice to the other. The effective date of any notice or request shall be five (5) days from the date on which it is sent by the addresser if mailed, or when delivered to a telegraph company, properly addressed as above with charges prepaid, or when telexed, sent by facsimile or personally delivered. Borrowers hereby agree that such notice shall be deemed to meet any requirements of reasonable notice contained in the UCC.
17. Costs and Expenses of Perfecting Security Interests and other Rights. Borrower shall pay in a timely manner all costs and expenses incurred by Lender, including the reasonable fees and expenses of legal counsel, in connection with the approval, preparation, negotiation, filing, or recording of any financing statements, pledge agreements, waivers, subordination agreements, and assignments (as well as any amendments or extensions thereto) reasonably required to protect or perfect Lenders interest in the Collateral or any other rights granted by the Documents.
18. Survival of Covenants. All covenants, agreements, representations and warranties made by Borrower hereunder shall survive the execution and delivery of this Agreement and the disbursement of any Advances made pursuant to this Agreement. All statements contained in certificates or other instruments delivered by Borrower pursuant to this Agreement shall constitute representations and warranties made by Borrower hereunder, as the case may be.
19. Binding Effect and Assignment. This Agreement, the Promissory Notes and all other Documents shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns, except that, subject to Exhibit D hereto, Borrower may not assign or transfer its rights hereunder, or delegate its obligations hereunder, without the prior written consent of Lender, which may be withheld in Lenders sole and absolute discretion. From and after any assignment, transfer or delegation of obligation by Lender of its interest hereunder, Lender shall be released from all liability to Borrower hereunder arising after the date of such assignment, transfer or delegation of obligation; provided, however, that any assignee of Lender shall expressly assume all of the obligations of Lender hereunder. For purposes of this Agreement, an "transfer" under this Section shall be deemed to include, without limitation, the following: (a) a merger or any other combination of an entity with another party (other than a reincorporation of BBB from the State of _________(PLACENAME) to the State of Delaware), whether or not the entity is the surviving entity; (b) any transaction or series of transactions whereby a third party acquires direct or indirect power to control the management and policies of an entity, whether through the acquisition of voting securities, by contract, or otherwise; (c) in the case of BBB, the sale or other transfer of BBBs search engine business or any other substantial portion of BBBs assets (whether in a single transaction or series of transactions), or (d) the transfer of any rights or obligations in the course of a liquidation or other similar reorganization of an entity (other than a reincorporation of BBB from the State of _________(PLACENAME) to the State of Delaware).
20. Headings. Article and paragraph headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.
21. Severability. The unenforceability or invalidity of any provision or provisions of this Agreement, the Promissory Notes, the New Note, or any other Document shall not render any other provision or provisions hereof or thereof unenforceable or invalid. If any rate of interest provided for herein is greater than that permitted under applicable law, such rate shall be automatically reduced to be the maximum permitted by law.
22. Additional Documents. Borrower shall at Lenders request, from time to time, at Borrowers sole cost and expense, execute, re execute, deliver and redeliver any and all documents, and do and perform such other and further acts, as may reasonably be required by Lender to enable Lender to perfect, preserve and protect Lenders security interest in the Collateral and Lenders and Lenders rights and remedies under this Agreement or granted by law and to carry out and effect the intents and purposes of this Agreement.
23. Integration. This Agreement and the other Documents shall constitute the entire agreement between the parties hereto with respect to the subject matter of this Loan Agreement and shall supersede all other agreements, written or oral, with respect thereto. In the event of any conflict between this Agreement and the other Documents, the provisions of this Agreement shall control.
24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original if fully executed, but all of which shall constitute one and the same document.
25. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of _________(PLACENAME).
26. Confidentiality.
A. The parties hereby agree that all terms and conditions of that certain AAA Corporation Non Disclosure Agreement between them dated _________,_________,_________(M/D/Y), shall govern the disclosure of confidential and proprietary information made under this Agreement. In this connection, the parties hereby agree that the terms of this Agreement and any information provided to Lender hereunder shall be treated as confidential in accordance with the terms of said Non Disclosure Agreement.
B. Without having first sought and obtained Lenders written approval (which Lender may withhold in its sole and absolute discretion), Borrower shall not, directly or indirectly, (i) trade upon this transaction or any aspect of Borrowers relationship with Lender, or (ii) otherwise deprecate AAA technology.
C. Neither party will issue any press release or make any public announcement(s) relating in any way whatsoever to this Agreement or the relationship established by this Agreement without the express prior written consent of the other party. However, the parties acknowledge that this Agreement, or portions thereof, may be required under applicable law to be disclosed, as part of or an exhibit to a partys required public disclosure documents. If either party is advised by its legal counsel that such disclosure is required, it will notify the other in writing and the parties will jointly seek confidential treatment of this Agreement to the maximum extent reasonably possible, in documents approved by both parties and filed with the applicable governmental or regulatory authorities.
ORAL COMMITMENTS. NOTICE IS HEREBY GIVEN THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER _________(PLACENAME) LAW.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Lender: Borrower:
AAA Corporation BBB Corporation
By: _________ By: _________
Name: _________ Name: _________
Title: _________ Title: _________
Date: _________ Date: _________
EXHIBIT A
PROMISSORY NOTE
US$,_________ _________(address)
_________(M/D/Y)
FOR VALUE RECEIVED, the undersigned, BBB CORPORATION ("Maker"), hereby promises to pay to the order of AAA CORPORATION ("Lender"), at such place as Lender may designate in writing from time to time, the principal sum of _________ and No/100 United States Dollars (US$ _________) together with interest and costs as herein provided.
Interest. The outstanding principal balance of the Loan shall bear interest at the rate of _________ percent (_________%) per annum. All computations of interest shall be based on a 360 day year for the actual number of days passed.
Term/Note Maturity Date. The term of this Note shall be three (3) years. The Note Maturity Date shall be _________,_________,_________(M/D/Y).
Loan Agreement. This Note is given pursuant to the terms and conditions of the Loan Agreement, dated as of _________,_________,_________(M/D/Y) between Maker and Lender (the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Loan Agreement.
Payments of Principal and Interest. Maker shall make monthly principal and interest payments of _________ on the first day of each month during the term of this Note. Maker shall pay all remaining principal and accrued interest on or before the Note Maturity Date.
Prepayment. Maker may repay all or any portion of the amount due under this Note without premium or penalty.
Events of Default; Acceleration. Upon occurrence of an Event of Default, at the option of Lender the entire outstanding principal, interest and costs hereunder shall be immediately due and payable and shall thereafter bear interest at a rate equal to eighteen percent (18%) per annum (the "Default Rate"), until payment in full of all amounts due to Lender. Notwithstanding the foregoing, the interest paid under this Note shall never be greater than the maximum rate of interest permitted under applicable law.
Liability and Waiver. Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non exercise by Lender of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.
Costs of Collection. Maker, together with all sureties, endorsers and guarantors of this Note, jointly and severally promise to pay: (a) all costs and expenses incurred by Lender, including without limitation attorneys fees, in the event that Lender consults an attorney regarding a default by Borrower, even though suit is not instituted; (b) attorneys fees, and all other costs, expenses and fees incurred by Lender, including costs on appeal, in the event that suit is instituted on this Note; (c) all costs and expenses provided for in the Loan Agreement or in any other instrument given as security for this Note and/or incurred by or on behalf of Lender in connection with collecting or otherwise enforcing any right of Lender under this Note, the Loan Agreement or any other instrument given as security for this Note; and (d) all costs and expenses, including, without limitation, attorneys fees, incurred by Lender in connection with any bankruptcy, forfeiture, insolvency or reorganization proceeding or receivership in which Maker is involved, including, without limitation, those incurred in making any appearances in any such proceeding or in seeking relief from any stay or injunction issued in or arising out of any such proceeding.
NOTICE. NOTICE IS HEREBY GIVEN THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER _________(PLACENAME) LAW.
Applicable Law. This Note shall be governed by and construed in accordance with the laws of the State of _________(PLACENAME).
Maker:
BBB Corporation, a _________(PLACENAME) corporation
By: _________
Name: _________
Title: _________
Exhibit B
Notice of Borrowing
To: AAA Corporation
_________(address)
ATTN: _________
The undersigned, BBB CORPORATION ("BBB"), hereby refers to the Software Hosting Agreement and Loan Agreement, both dated _________,_________,_________(M/D/Y), and hereby requests to borrow the sum of $ _________ pursuant to said Loan Agreement and that such funds be sent by wire transfer to the account specified in the Loan Agreement.
Pursuant to said Software Hosting Agreement, you and BBB agreed, on or about _________, that the AAA Search Engine would be increased to accommodate up to _________ hits per day, and that BBB would purchase _________ new Hosting Servers to satisfy such capacity requirement. BBB certifies that all amounts loaned by you in response to this request will be used only to purchase _________ new Hosting Servers for the cluster servicing the AAA Search Engine.
BBB further certifies that as of the date hereof: (i) all representations and warranties made by BBB under said Loan Agreement remain true; (ii) BBB is in full compliance with all of its affirmative covenants under said Loan Agreement; and (iii) no event has occurred and is continuing which constitutes an Event of Default under said Loan Agreement.
All capitalized terms used in this Notice will have the meanings ascribed to them under said Loan Agreement or Software Hosting Agreement (whichever is applicable).
BBB CORPORATION
By: _________
Printed Name: _________
Printed Title: _________
Date: _________(M/D/Y)
EXHIBIT C
PROMISSORY NOTE
US$ _________ _________(address)
_________(M/D/Y)
FOR VALUE RECEIVED, the undersigned, BBB CORPORATION ("Maker"), hereby promises to pay to the order of AAA CORPORATION ("Lender"), at such place as Lender may designate in writing from time to time, the principal sum of _________ and No/100 United States Dollars (US$ _________) together with interest and costs as herein provided.
Interest. The outstanding principal balance of the Loan shall bear interest at the rate of _________ percent (_________%) per annum. All computations of interest shall be based on a 360 day year for the actual number of days passed.
Term/Note Maturity Date. The term of this Note shall be two (2) years. The Note Maturity Date shall be _________,_________,_________(M/D/Y).
Loan Agreement. This Note is given pursuant to the terms and conditions of the Loan Agreement, dated as of _________,_________,_________(M/D/Y) between Maker and Lender (the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Loan Agreement.
Payments of Principal and Interest. Maker shall make monthly principal and interest payments of _________ on the first day of each month during the term of this Note. Maker shall pay all remaining principal and accrued interest on or before the Note Maturity Date.
Prepayment. Maker may repay all or any portion of the amount due under this Note without premium or penalty.
Events of Default; Acceleration. Upon occurrence of an Event of Default, at the option of Lender the entire outstanding principal, interest and costs hereunder shall be immediately due and payable and shall thereafter bear interest at a rate equal to eighteen percent (18%) per annum (the "Default Rate"), until payment in full of all amounts due to Lender. Notwithstanding the foregoing, the interest paid under this Note shall never be greater than the maximum rate of interest permitted under applicable law.
Liability and Waiver. Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non exercise by Lender of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.
Costs of Collection. Maker, together with all sureties, endorsers and guarantors of this Note, jointly and severally promise to pay: (a) all costs and expenses incurred by Lender, including without limitation attorneys fees, in the event that Lender consults an attorney regarding a default by Borrower, even though suit is not instituted; (b) attorneys fees, and all other costs, expenses and fees incurred by Lender, including costs on appeal, in the event that suit is instituted on this Note; (c) all costs and expenses provided for in the Loan Agreement or in any other instrument given as security for this Note and/or incurred by or on behalf of Lender in connection with collecting or otherwise enforcing any right of Lender under this Note, the Loan Agreement or any other instrument given as security for this Note; and (d) all costs and expenses, including, without limitation, attorneys fees, incurred by Lender in connection with any bankruptcy, forfeiture, insolvency or reorganization proceeding or receivership in which Maker is involved, including, without limitation, those incurred in making any appearances in any such proceeding or in seeking relief from any stay or injunction issued in or arising out of any such proceeding.
NOTICE. NOTICE IS HEREBY GIVEN THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER _________(PLACENAME) LAW.
Applicable Law. This Note shall be governed by and construed in accordance with the laws of the State of _________(PLACENAME).
Maker:
BBB Corporation, a _________(PLACENAME) corporation
By: _________
Name: _________
Title: _________
EXHIBIT D
Transfer of BBB
If BBB requests AAAs consent to a transfer as described in clause (a) of Section 19 of this Loan Agreement to which this Exhibit D is appended, and AAA reasonably withholds its consent to such transfer (an "Unconsented Transfer"), then BBB will nevertheless have the right to transfer this Agreement in connection with its proposed Unconsented Transfer subject to the following conditions precedent to the Unconsented Transfer:
(i) BBB, at its sole cost and expense, and without any financing supplied by AAA, will create a separate cluster of Hosting Servers for AAA required to service AAAs reasonably anticipated needs for a period of twelve months after the commencement of operation of such new and relocated cluster (provided however that AAA will purchase, or fund (in accordance with this Loan Agreement) BBBs purchase of (whichever AAA elects) any new hosting servers beyond the Hosting Servers purchased by BBB under the Software Hosting Agreement of even date herewith necessary to service AAAs reasonably anticipated needs as set forth above);
(ii) BBB will relocate, at its sole cost and expense (including, without limitation, indemnifying AAA and holding it harmless against any and all Taxes that arise as a direct or indirect result of the relocation of the Hosting Servers), all Hosting Servers referred to in clause (i) to a location designated by AAA, in its sole discretion;
(iii) BBB, at its sole cost and expense, will provide training to AAA personnel to the extent requested by AAA, to enable such personnel to use and maintain the AAA Search Engine, and to create enhancements thereto, with reasonable competence (all as determined by AAA in its sole discretion);
(iv) BBB will grant to AAA an irrevocable, non exclusive, royalty free license to use the Product (and all required underlying BBB Technology) solely in connection with AAAs operation of the AAA Search Engine (which license shall include the right to create enhancements and other derivative works based thereon for use in conjunction therewith) for such period as AAA may require to transition its search engine services to non BBB technology (the "Transition Period"), and BBB will waive all royalties otherwise payable pursuant to the Software Development Agreement and/or the Information Services Agreement of even date herewith; for the purposes of this clause (iv), the Transition Period will commence at such time as AAA assumes control over said separate cluster and begins itself operating the AAA Search Engine, and will continue thereafter for eighteen months (18) or until the termination of said Software Development Agreement and Information Services Agreement (whichever is longer);
(v) BBB will direct the Escrow Agent to release to AAA all Confidential Materials held by the Escrow Agent, subject to AAAs agreement to use such Confidential Materials only in connection with its licensed rights under clause (iv) above;
(vi) BBB will agree to reimburse AAA for all reasonable costs incurred by AAA in transitioning its search engine to non BBB technology (whether created by AAA or by a third party); and
(vii) BBB will cause the applicable proposed assignee, transferee or delegatee of obligation of this Agreement to assume, jointly and severally with BBB, all of BBBs obligations hereunder.
AAA will cooperate with BBB and use its reasonable best efforts so as to enable BBB to satisfy the foregoing conditions precedent in a timely manner. Upon satisfaction of the foregoing conditions precedent, said Software Hosting Agreement shall be deemed terminated pursuant to Section 10.1 thereof.
Upon expiration of the Transition Period, all rights granted to AAA to use the Product (other than AAA Technology, Joint Derivative Technology and the AAA Derivative Technology) and/or any BBB Technology under the transitional license referred to in clause (iv) or otherwise shall cease, and AAA shall immediately return to BBB all Confidential Materials (and all copies thereof), provided however that, notwithstanding any provision of the Ancillary Agreements to the contrary, the undertaking by BBB to indemnify AAA and hold it harmless against Taxes as provided in clause (ii) above shall survive any such terminations.
Capitalized terms used in this Exhibit D and not otherwise defined in this Loan Agreement shall be defined in the same manner as in the applicable agreement among the following agreements between Lender and Borrower of even date herewith: Software Development Agreement; Information Services Agreement; and/or Software Hosting Agreement.
EXHIBIT E
BBB Depository Account Information
All Advances should be sent to Borrowers account by wire transfer as follows, unles
篇8：英文版自我介绍
My name is * * *, 12 years old this year, in gaoyou, jiangsu province north sea elementary school five (1) class study. Im not tall, also not fat, has a black head of hair, curved eyebrows, inlaid with a pair of big eyes.
I like music, especially like playing erhu. As long as there is I know the tune, will pull. The adults kua I also really a little music cells. I have heard, flattered.
My advantage is seriously preview and review your lessons at home. I seriously carry out every time the teacher assigned homework. Mathematics with draft paper to check it again? So, my grades are ok.
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Ha ha! This is me.
篇9：英文版导游词
Welcome to! I am your tour guide, my name is x, you can call me little x. For a fun filled visit to in order to facilitate everyone, let me first introduce you.
Changsha city in hunan province in the east, north basin west margin of downstream of the xiangjiang river and clear. The geographical scope for 53 - 114 ° east longitude 111 ° 15, north latitude 27 ° 51 - 28 ° 41. East of jiangxi yichun regions and pingxiang, zhuzhou, xiangtan, the two cities in the south, loudi, yiyang two cities in the west, and north to yueyang, yiyang, the two cities. What about 230 km long, about 88 km wide north-south. The citys land area of 11819.5 square kilometers, of which the city covers an area of 556 square kilometers. Changsha is a city with a history of more than 20xx years long history culture, as early as the spring and autumn period, is one of the strategic in south chu.
Of the han dynasty liu bang after the founding, in 206 BC to river, changsha, and the establishment of the han dynasty territories - changsha, since then, changsha began to build walls, and gradually become a mohican. Changsha a humid subtropical monsoon climate. Climate characteristics: mild climate, abundant precipitation, rain heat over the same period, the four seasons. The city of changsha annual average temperature 17.2 ℃, counties 16.8 ℃ to 17.3 ℃, annual accumulated temperature of 5457 ℃, the urban average annual rainfall of 1361.6 mm. Landscape: capital, as orange chau, pavilion, martyrs park, and the moon island.
Today, I was over, the interpretation of the following is the time you visit freely, we assembled in about 30 minutes at the door, hope that this visit will give you a deep impression, I wish everybody can have a good time, thank you
篇10：会议通知英文版
You are organizing a business meeting， and you should write to people from other companies and tell them the changes of the meeting (time， location， etc.)。 You will (1) explain why you have to make changes， (2) tell them the changes， and (3) apologize for the changes.
Dear Mr. Smith，
I am writing to inform you about the changes we have made to the high-level meeting between our two companies.
Mr. Anderson， project manager of “Sunshine Cooperation Campaign”， has been ill recently and is currently in hospital for treatment. He is recovering well but wont be able to come back to work until 2 weeks later. As he is the designer and coordinator of this “sunshine campaign”， we feel the meeting could not be held without him.
Therefore， we are rescheduling the meeting to be held one month later， on 9 oclock， Sunday， 15 July. Also the place of the meeting has been changed from Hilton Hotel to the VIP meeting room at the headquarters of our company， No. 100， Oxford Street. We also might invite senior managers from Greenwell Company to attend the meeting as they have always been an active supporter of this campaign.
We are sorry for any inconvenience that the change of the meeting might have caused you. If you have any questions， please do not hesitate to contact me.
Looking forward to seeing you soon!
Yours sincerely，
Edward Simpson
篇11：开心一笑早安祝福寄语
送给自己的五句话：再难也要坚持。再好也要淡泊。再差也要自信。再多也要节省。再冷也要热情。早安！
太阳比我起得早，我比手机起得早，手机比你起得早，发条短信愿你心情好，快快起床赚钞票，天下属你最勤劳！早上好，朋友！
给自己一个目标，给自己一个希望，给自己一份爱一份温暖，只为今天快乐，不为昨天烦恼，自己照顾好自己，我的朋友。早安！
睁开眼睛，看见阳光洒满房间，温暖心房。忘掉昨日不快，迎接今日豪迈。用热情开始新的生活。还不快起，要迟到啦！早安！
一路走来，有千万人经过身边，可是却只有你相知相伴，岁月流转，磨灭了誓言，冲淡了情缘，在飞逝的时光面前，唯朋友永远。早安！
你起的比太阳早，第一缕晨曦把你拥抱；你起的比彩云早，第一缕清风把你亲吻；你起的比鸟儿早，第一声鸟鸣向你问好：亲爱的，早安。
早起伸懒腰，面对镜子笑，做个深呼吸，心态调整好，烦恼全抛掉，出门带微笑，好运自然到。简单问候到，快乐好心情。早安哦！
太阳当空照，早起晨练好；朝霞说：早早早，欢迎你来把步跑；小草说：请你学我扭扭腰；手机响，短信到：朋友早安，早上好！
我要拽你的耳朵，挠你的腮，再把你的屁股拍；我要拉你的手，晃你的脚，再把你的大头敲；清晨来到问个好：还睡呀！小懒猫起床了哟。
铃声的旋律多曼妙，清晨的气息真正好，打开手机傻傻的笑，短信问候早早到：捎上我的祝福，怀揣你的自信，收获美好的一天，早安！
人生短短几十年，不要给自己留下了什么遗憾，想笑就笑，想哭就哭，该爱的时候就去爱，无需压抑自己，新的一天总有新的活法。祝你早安！
雄鸡报晓，精彩一天登场。太阳出来，洒下喜气洋洋。开门见喜，甜蜜滋润心房。出门撞财，降下财运八方。祝福早早，愿君如意吉祥！
情若朝阳，徐徐升起，温暖心田；谊若美酒，芳香醇厚，沁人心脾。道一声朋友，问一句早安，只愿你的笑容永远灿烂，生活永远幸福！
把弯路走直的人是聪明的，因为找到了捷径；把直路走弯的人是豁达的，因为可以多看几道风景；路不在脚下，路在心里。早安，愿好！
如果每过一天，气温下降一度，我将为你储存零下度的思念。如果每过一天，心情就回暖一度，我会在快乐的零点等你。早安，这个冬天不太冷！
一年之计在于春，一天之计在于晨。早上敞开祝福门，问候早早添精神。事业架起红火锅，生活支起聚宝盆。开心舒心享不尽，顺风顺水好前程！
夏日太阳早，悄悄把你叫；伸个大懒腰，快快起床了；开窗换空气，清新沁心脾；喝杯白开水，锻炼会身体；厨房动动手，早餐准备好。早安！
生活早激励，获得成功的不二法则：努力完成好今天的，认真计划好明天的。获致幸福的不二法门：珍视你所拥有的，遗忘你所没有的。早安！
太阳当空照，花儿对你笑，拿起你的工作包，快乐上班了。从来不迟到，爱工作，爱创新，时光不虚耗。碰到同事有礼貌，问候少不了，早安。
人生的每一次付出就像在山谷当中的喊声，你没有必要期望要谁听到，但那延绵悠远的回音，就是生活对你的回报，新的一天新的开始！早安。
篇12：英文版导游词
Maybe some tourists are still savoring the magic of Maling River Canyon andthe thrill of rafting. Today we will take you to visit Wanfeng forest, anotherscenic spot of Maling River. As the saying goes: "predestined fate to meetthousands of miles", today lets go to meet Wanfenglin!
It is located in the southern suburb of Xingyi City, Guizhou Province. Itis a typical karst peak forest landform. The peak forest is more than 600 metershigh, with unique peaks standing. Wanfenglin was once rated as one of the "fivemost beautiful peak forests in China" by {Chinese geography} magazine. Xu Xiake,a geographer and traveler in the Ming Dynasty, once visited Wanfenglin andpraised the peak forests connecting Guangxi and Yunnan: "its magnificent forthousands of miles in Southwest China", "there are so many famous mountains inthe world, only here can form a peak forest; the steep peaks are separated fromeach other, and there are different kinds of senlieba bamboo pomelo." Inaddition to the picturesque peaks and beautiful Tianba, there are also theundercurrent of the Ming River, natural lakes and karst caves, which complementeach other. There are also Buyi ancient music - "eight notes singing" and "eightbowls" and other unique Buyi culture. The whole scenic spot is full of poeticand picturesque, like a fairyland on earth. Speaking of this magical andbeautiful Wanfeng forest, a beautiful story has been widely spread among thepeople since ancient times. According to legend, a long time ago, Wanfenglin wasa vast sea. In order to survive and multiply here, the Jade Emperor ordered thesea god to retreat from the sea, and ordered the four land gods to come down toearth for management. However, many years later, it is still desolate. Afterknowing this, the Jade Emperor discussed with the queen mother of the West anddecided to send her three children down to earth to govern. The third sister andbrother were very happy, so they decided to go down to earth that night andfinish the task as soon as possible: on the first watch, they found a way toopen the way, on the second watch, they met with water to build a bridge, on thethird watch, they gathered together in the mountains, on the fourth watch, theyrushed to fill the sea, and on the fifth watch, they called for the goldenharvest. However, when they had gathered in the mountains to prepare forreclamation, they were obstructed by Guanyin Bodhisattva and the Dragon King,which delayed their reclamation time. Not long ago, it was five oclock, whenthe rooster crowed, the magic of the three brothers and sisters all failed. Thereclamation task could not be completed any more, and even they could not returnto heaven. From then on, the mountains that the three brothers and sisters cameto gather here and became Wanfeng forest. The third sister and brother could notreturn to heaven, so they settled down and led the craftsmen and technicians toteach all kinds of skills to the common people here, so as to make this placemore and more prosperous. Later, the third sister and brother were recalled toTianting. The elder sister became fairy peak when she ascended, the secondsister became xiunv peak when she ascended, and the third brother became generalpeak when she ascended.
Well, the legend is over, and we have reached our destination. Please takethe audio items and get off to visit. Wanfeng forest is divided into two parts:the East peak forest and the West peak forest. Now we come to the West peakforest. From a distance, we can see that the West peak forest is a broad plateaukarst landscape. A beautiful mountain in the basin is integrated with greenfields, curved rivers, simple villages and lush forests, forming the bestecological environment in nature and a rare peak forest pastoral scenery in theworld . Its like a picture of "there are valleys in the peaks and peaks in thevalleys; there are fields in the peaks and peaks in the fields; there arevillages under the peaks and peaks in the villages." Its a beautiful landscapepainting. Some people call the land image here "eight trigrams field". Do youlook like it!
What do you feel when you look at the scenery from a distance? Lets have alook at the villages in the peak forest. This is the Buyi village group. We livein the Buyi villagers. Now we come to the Buyi first village, which is known as"the first view of Wanfeng". Let me show you the cultural characteristics of theBuyi first village. Then we have "eight big bowls of Buyi" (pig feet stewed withgolden beans and rice, braised pork stewed with tofu, stewed pig skin, crispypork noodles, spareribs stewed with radish, plain pumpkin, stewed pork, stewedpork, stewed pork, stewed pork, stewed pork, stewed pork, stewed pork, stewedpork, stewed pork, stewed pork, stewed pork, stew We can listen to the ancientmusic of Buyi, which is called "Ba Yin sit sing" and drink "Bento wine" (Buyirice wine).
Well, after eating the rural rice with national characteristics, we willcontinue to visit. When you go to Wanfeng forest, you have to look at Tiankeng,also known as cave funnel. There are more than 30 large and small funnels inXifeng forest alone. Lets go to see the shape of these karst terrain now.Tourists, on the opposite side is our east peak forest. As the East peak forestis not fully open, I can only show you its magical beauty. The eastern andWestern peak forests have different scenery, which are called natures waterpainting and natural bonsai. Dongfeng forest is characterized by towering karstpeak clusters, with dense peaks, overlapping peaks, and deep karst funneldepressions scattered all over the place, making people mysterious.
Well, members, today our tour of Wanfenglin is coming to an end. I believeyou have a deep understanding of Wanfenglins evaluation of "Shan Xiong pullingbamboo shoots, steep peaks standing apart, uneven forest columns". I am veryhonored to spend this wonderful time with you, and welcome you to come again.Thank you!
篇13：英语学习计划英文版_学习计划_网
英语学习第一步,从做好计划开始，下面是英语学习计划，英文版还有翻译哦，希望大家会喜欢。
Plan for English Learning
I’m a middle school student. I love English, but it’s hard for me. Now I have a good plan to learn English。
I have a pronunciation problem. I can’t pronounce so well. So I plan to listen to the tape and read after it. I can’t read English passages quickly and can’t write a passage clearly. Now I plan to read more and practice writing often. As for listening, sometimes I can’t understand what others are saying. So I plan to improve myself by listening to the radio and TV. Grammar is the most difficult for me. I have no idea of it, but I think my English teacher can help me with it。
With this English-learning plan, I’m hoping for great progress。
英语学习计划
我是一名中学生。我喜欢英语，但是对我来说却很难。现在我有一个很好的英语学习计划。
我的发音有点问题。我发音不好。所以我打算听磁带并跟读。我不能快速地阅读英语文章，也不能清清楚楚地写文章。现在我计划看多些书，经常练习写作。至于听力，有时候我无法理解其他人在说什么。所以我打算通过听收音机和电视来提高我自己。对我来说语法是最难的。我都不知道怎么办，不过我觉得我的英语老师能够帮助我。
有了这个英语学习计划，我希望能取得很大的进步。
篇14：道歉信英文版
dear frank:
i am terribly sorry to tell you that i have lost the valuable book you were so kind to lend me last week. i read it everyday and intended to finish it next month. last night when i came to my room, it was nowhere to be found. i will try to recover it as soon as possible. if i fail to find it, i will get a new book for you.
but i am afraid it can never take the place of the old one. old books are like old friends. once lost, they can never be replaced. they are connected with cherished associations which the new ones can never have. and for this irrecoverable loss, i am to blame. i was so careless with my things. this is a warning to me to be more careful in the future.
yours truly,
tom
篇15：英文版导游词
Penglai pavilion is located in penglai north face danya mountain, with the yellow crane tower, yueyang tower, one of the four famous towers tengwang pavilion said. Penglai pavilion ancient building group covers an area of 32800 square meters, composed by MiTuo temple, the dragon palace, the queen of heaven, penglai pavilion, cliffs, Lv Zudian six parts, covers an area of 1.89 square kilometers. Here is to watch "penglai ten scene" in the "XianGe volley", "fishing song liang fishing" the landscape of the two best view. The ancient building group of pavilions distribution appropriate, temple garden hand in photograph reflect, due to the potential set, coordinate the spectacular. Penglai pavilion below the fine structure, modelling strange xian, that is where the myth ensemble; On the east side, Lv Zudian, qing shines on floor and mission hills pavilion, etc.; West wing for shelter (commonly known as empress temple), the queen of heaven palace, pavilions, the summer and the dragon palace. These pavilions strewn at random have send, penglai pavilion and one integrated mass, generally referred to as the "penglai pavilion".
Penglai Sir, there is a penglai shuicheng. City built south along the danya precipice, as one of the extant ancient naval base in China, also known as Japanese city, originally the song dynasty border water village "diao fish village site. Ming hongwu nine years (AD 1376), building the wall according to the mountain, sea water, ship to anchor, practicing navy division.
篇16：大学毕业感言英文版参考
流年似水，佳期如梦。蓦然回首间，四年的大学生活已渐入尾声。激情燃烧的岁月里，我们风雨同舟，甘苦与共。这一路走来，鲜花与掌声同在，失望与泪水共存。有成功的喜极而泣，也有失败的黯然神伤，有把握言欢，放舟江湖、笑傲风月的洒脱，也有马失前蹄，折戟沉沙、铩羽而归的失落。军训场上，我们英姿飒爽，豪情满怀，用绿色的军装和古铜的肤色收获醉人的深秋;篮球场上，我们身姿矫健，步履轻盈，用挥洒的汗水和飞扬的激情划出生命的弧线;教室里，我们用年轻的歌喉唱响青春的旋律;讲台上，我们用满腔的热情体验初为人师的喜悦。
岁月改变的不仅仅是我们的容颜，还有我们那颗曾经年轻的心。每每想到此情此景，心中难免惆怅，可能成长的代价就是我们失去纯真的微笑，而多了一份离别的伤感。大四、毕业、工作、离别或许无可奈何的顺其自然，才是我们现在的真实。
人生只似风前絮，欢也零星，悲也零星，都作连江点点萍。陋室蓬窗，秉烛夜读为的是玉堂金马的荣耀。青山依旧，几度夕阳，当岁月的风尘侵袭我们纯洁心灵的时候，才从我们心底发出光阴倏尔，福祸无常的感叹。曾经，我们艳羡古人“拂长剑、寄白云，舞秋月、俏江风”的潇洒不羁;钦佩他们“宁可抱香枝上老，不随黄叶舞西风”的高风亮节，希望自己能“不畏风霜向晚欺，独开众卉已凋时”。曾经，我们相信真正的友情是淡淡的茗香，越品越醇，无论在热烈的炎夏，还是在宁静的暮秋，它都在友人的心田，如云蒸霞蔚、香山红叶处的清风来的恬静而舒缓。无情的现实却使我们互相成为过客，互相成为喧嚣一时而又漠然而去的过客。我们付出着，索取着，热闹了一场终究还是一无所有，只是青春挥霍一空，友情日渐荒芜。
魂断梦牵的岁月，留在记忆里永不褪色，多少甜蜜和苦涩，变成多少悲欢离合……青春似火，岁月如歌。无论我们有多少眷恋，有多少不舍，都唤不回逝去的时光。但我们无须失落，无须感伤，心是成长的力量，年轻是飞翔的天堂，我们依然可以一路高歌，策马奔腾，让六月的骄阳永远见证我们的无悔青春。
篇17：沈阳故宫导游词英文版
我们此次游览的景点是世界文化遗产、国家4A级景区、国家重点文物保护单位——沈阳故宫。首先呢，我们一齐来看一下沈阳故宫的平面图。
沈阳故宫始建于公元1625年。先后经过三次大规模建设，构成了东、中、西三路格局。然后东路建立于清太祖努尔哈赤时期，主要建筑是大政殿和十王庭;中路建于清太宗皇太极时期，主要的建筑是大清门、崇政殿、凤凰楼、清宁宫;西路呢，建于清乾隆年间，主要建筑是戏台、嘉荫堂、文溯阁和仰熙斋，它因存放《四库全书》而闻名。那么作为我国现存最完好的两座古代帝王宫殿之一呢，沈阳故宫与北京故宫遥相呼应，却又有着截然不一样的建筑风格。此刻呢我们就来领略一下昔日皇宫的风采。
首先我们看到的是中路建筑的大清门，它俗称午门，也就是沈阳故宫的正门。是当时文武群臣候朝的地方，也是清太宗皇太极理解群臣谢恩之处。那么这座门为什么叫做大清门呢?正统的说法是清朝的国号为清，皇宫的正门就是国门，所以称为大清门。还有一个传说，这座木门呢在建成之后呢并没有名称，只是叫做大门。之后，皇太极改国号为大清，听说北京明朝皇宫的宫门叫大明门，然后于是为了体现针锋相对，就将此门命名为大清门。
我们穿过大清门，此刻正面的建筑就是崇政殿。崇政殿原名“正殿”，俗称金銮殿。崇德元年定名为崇政殿。它是皇太极日常处理军政要务、接见外国使臣和边疆少数民族代表的地方。
我们能够看到崇政殿为五间九檩硬山式建筑，殿顶铺黄琉璃瓦，镶绿剪边，那么请各位游客注意的是殿顶的琉璃瓦，有去过北京故宫的朋友必须会清楚地记得北京故宫的琉璃瓦是黄色的，接下来是而沈阳的琉璃瓦是黄色镶绿剪边。那么这是沈阳故宫与北京故宫的重要差别之一。
我们走上月台。那么在月台两侧分别有用于计时的日晷，和用于存放标准计量单位的嘉量亭。我们看到在月台上呢还设有四口大缸，那么大家明白它们是做什么用的吗?那我告诉大家吧，他叫做“吉祥缸”古代称它是“门海”，是皇宫中重要的防火设施，象征缸中水多似海，能够镇火灾。
我们走上须弥座。抬头看上方的牌匾是用满文和汉文书写的“崇政殿”。请游客看左边的满文，我们有个形象的比喻“中间一根棍，两边都是刺，加上圈和点，就是满文字儿”。那么沈阳故宫的牌匾都是满文在左，汉文在右。而北京故宫的牌匾都是汉文在左，满文在右。那么这是沈阳故宫与北京故宫的差别之二。
我们抬头看崇政殿内上方悬挂的“正大光明”匾额，是由顺治皇帝手谕的。下方呢是皇帝的宝座，据说宝座上绘制雕刻有8条金龙，再加上坐在宝座上的真龙天子，正好是中国古代最大的阳数九条龙。此刻崇政殿呢，我们就游览到那里。
眼前的雄伟建筑呢，就是凤凰楼。它建在3。8米高的青砖台基上，为三层歇山式建筑。它原名翔凤楼，是皇太极休息、宴会和读书之所。我们看到正门上方悬挂的“紫气东来”横匾呢，然后是由乾隆皇帝手谕的。意思是大清朝国运强盛的福气是从东方的盛京传来的。那么凤凰楼不仅仅是当时后宫的正门，又是当时盛京城的最高建筑，所以有“凤楼晓日”之称，并被列为盛京八景之一。传说呀当年站在凤凰楼上就能够看到抚顺城呢。
穿过凤凰楼呢我们来到了一处院落，此处呢就是皇太极的后宫所在。我们正面的是皇太极的中宫“清宁宫”。它原名正宫，是沈阳故宫中最具满族住宅特色的建筑。然后我们能够看到它的门呢开在靠东的一侧。形如口袋，所以称为“口袋房”。东一间呢是皇太极和孝端文皇后博尔济吉特氏的寝宫，又称暖阁。寝宫分为南北两室，各有火炕又称龙床。1643年，皇太极就在那里‘端坐无疾而终’，终年52岁，后葬于昭陵。那么在东侧第二间的窗下呢，设有两口大锅，它是用来干什么的呢?我来解释一下，这两口锅是用来祭祀的。满族人信奉萨满教。人们将热酒灌进猪的耳朵，如果猪耳朵有晃动即表示神灵已经接收该祭品。如果不动，则表示神灵不满意，则本次祭祀活动不能在进行下去了。然后是那么猪由于受到刺激就会摇头，满族人认为此时的猪已经通神，成为连接天地的媒介。于是呢就将猪宰杀后洗干净，切成大块，放入北侧的两口大锅里清水煮熟，那煮熟的肉呢就饿放入木槽中供奉给神灵享用，然后再分给参加祭祀的人们，称为“吃福肉”，满族人相信吃了福肉，福气就会降临到每个人的身上。
那么我们此刻来到西一侧的房间，西侧呢三间通连，北、西、南三面搭成相连的环炕，称为“万字炕”，那里既是皇帝举行内宫便宴之处，也是满族巫人萨满为皇帝和国家祈神的地方。
清宁宫与汉族建筑不一样的地方还在于它的烟囱建在屋后，而且是从地面向上垒起的。一会我们在绕道后面看这个烟囱。清宁宫的这种“口袋房，万字炕，烟囱建在地面上”的建筑特点具有满族特有的民族风格。
我们出了清宁宫呢，大家看到的这其他四座寝宫分别是：关雎宫、麟趾宫、衍庆宫、永福宫。我们下方逐一参观。
关雎宫是皇太极一生中最宠爱的宸妃——海兰珠的寝宫。海兰珠是中宫皇后的亲侄女，永福宫庄妃的亲姐姐。海兰珠嫁皇太极时已经26岁，但皇太极却对海兰珠有着很深的感情。海兰珠由于亲生的八皇子早逝，终日郁郁寡欢，在崇德六年病逝。在他死后两年，皇太极也去世了，据说皇太极的早逝与两年前宸妃的病逝有着密切的关系。
这是衍庆宫，是皇太极淑妃的寝宫，其女，被皇太极嫁给多尔衮为妻
这是麟趾宫，是皇太极贵妃娜木钟的寝宫，其子博果尔曾在皇太极死后成为福临皇位的最大竞争者。后成为朝中重臣。
我们最之后看看皇太极后妃中地位最低的永福宫。永福宫是庄妃博尔济吉特氏的宫室。若论及对清政权的影响，庄妃的作用远远超过了其她四位后妃，被后人评价为清朝历史上最有作为的后妃。庄妃也是中宫皇后的亲侄女，关雎宫海兰珠的亲妹妹。庄妃以其卓越的政治才能，辅佐了三位皇帝成就大清的基业。康熙二十六年，庄妃病逝，享年75岁。成为清朝后宫中寿禄最长的女人。
大家看，在庭院的西南角立着的红色木杆称为索伦杆，接下来木杆顶端有锡斗。满族人称它为“神杆”。它是用来喂养乌鸦的。那么游客们是不是会疑问，为什么满族要祭祀乌鸦呢?其实这于一个关于乌鸦的传说有关。满族的先祖有一次在被仇家追杀时，曾绝望的躺在地上，这时恰巧一群乌鸦落在他的身上。仇家经过此地，认为乌鸦是不会在有活人的地方停留的，就这样满族的祖先得救了。之后满族人为报答乌鸦救祖先一命的恩德，开始供奉乌鸦，祭祀的时候把猪的内脏放到锡斗里来供养乌鸦。
此刻呢，我们看到的就是在清宁宫后的这根烟囱，也是当年沈阳城内唯一的一根烟囱。寓意“一统江山”。大家数一下烟囱有多少层?然后是对一共有十一层，我告诉大家在十一层上方还有三块砖。那么这怎样讲哪?问大家一个小问题：清朝有多少位皇帝，又有多少位是寿终正寝的?……对清朝一共有12为皇帝。其中11位寿终正寝。末代皇帝溥仪只做了三年的皇帝。正好和这十一层零三块砖“一统江山”吻合。
好了，朋友们沈阳故宫我就为大家介绍到那里，期望我的讲解能给大家留下深刻的印象。此刻大家能够自由活动30分钟，30分钟之后，我们在正门集合。
篇18：每日开心一笑早安朋友圈寄语
1、不放弃就有成功的机会。早安！
2、除了时间，什么也不属于我。早安！
3、即便岁岁不见，愿你生生安好。早安！
4、不是每句对不起都能换句没关系。早安！
5、诚信是做人之母，务实乃成功之道。早安！
6、改变文化很难很难，但也不是不可能。早安！
7、推动你的事业，不要让你的事业推动你。早安！
8、如果每走一步都要数着，你的旅程就长了。早安！
9、你是谁并不重要，重要的是你和谁在一起。早安！
10、你不能因为自己是刘翔，就看不起哪些加入齐官健身的。早安！
11、冷漠的人，谢谢你们曾经看轻我，让我不低头，更精彩的活。早安！
12、真正的幸福只有当你真实地认识到人生的价值时，才能体会到。早安！
13、孩子，你学会了珍惜别人的给予，老师为你的进步而由衷地高兴。早安！
14、一箪食、一瓢饮，在陋巷，人不堪忧，回也不改其乐，贤哉回也。早安！
15、把希望建筑在意欲和心愿上面的人们，二十次中有十九次都会失望。早安！
16、生命如流水，只有在他的急流与奔向前去的时候，才美丽，才有意义。早安！
17、别人不会在意你的一切，只有自己成就自己，才能在别人面前抬得起头。早安！
18、提问可以将你引向谦虚的学习和理性的分析，也可以将你引向傲慢的批判。早安！
19、黑色的天空。散发着诡异的气息。空气中弥漫着压抑的感觉。那感觉让人窒息。早安！
20、大成功者，非疯，即颠。你的激情能达到那种程度，离你的成功就不会很远了。早安！
21、学习如春起之苗，不见其增，日有所长；辍学似磨刀之石，不见其减，时有所亏。早安！
22、木桶最短一截决定其容量，铁链最弱一环决定其强度，人缺点决定其是否成功。早安！
23、字典里最重要的三个词，就是意志工作等待。我将要在这三块基石上建立我成功的金字塔。早安！
24、所谓光辉岁月，并非是你闪耀的日子，而是当无人问津时，你是否有勇气对自己梦想的坚持。早安！
25、有理想的生活，即充满了公共利益，因而抱有高尚目的的生活，便是世界上美，最有趣的生活。早安！
篇19：有关于的慰问信英文版
Dear Bob,
I avery sorry to learn that your beautiful house suffered severe fire which was caused by firecrackers.
I really hope that all of you have naged to escape without injury and froany property loss.
Isure you st have been very ch down-hearted to experience this unfortunate accident. I offer deep syathy here. Please infor without any hesitation if you need help.
I aexpecting to your safety.
Sincerely yours,
Blair
篇20：会议通知英文版
The Conference Notice
The Graduate Students Education Conference will be held on March 23-25, 20xx in Guilin University of Electronic Technology. Everyone t begin to register and report for duty on March 23 night, Friday. Activities on March 24, Saturday, include Keynote Speaker make a speech, theses economic exchanges and dinner.
It will be theses economic exchanges all day on March 25, Sunday, and we shall put the conference to an end at night. The Graduate school of Guilin University of Electronic Technology will host this special and significative conference and looking forward to the participants come to Guilin University of Electronic Technology to attend the conference.