First Drawdown. (a) The obligation of the Lender to permit the first Drawdown is subject to fulfillment, as determined solely by the Lender, of the conditions precedent that on or before five (5) Banking Days (or such shorter time period as the Lender may otherwise agree) prior to the date of such Drawdown the Lender shall have received in form and substance satisfactory to it the following documents: (i) this Agreement, duly executed and delivered by the Borrower and the Lender; (ii) a Notice of Drawdown as specified in Section 2.03; (iii) a duly executed certificate in the form of Exhibit B hereto and dated as of the date of the making of the Drawdown; (iv) the Guarantee, duly executed and delivered by the Guarantor; (v) the amended Factory Mortgage Agreement duly executed and delivered by the Borrower (as mortgagor) and the Lender (as mortgagee) which has the effect of increasing the maximum secured amount to be secured by the Factory Mortgage thereunder to Four Hundred Eighty Million Dollars (US$480,000,000); (vi) a copy of the real estate registry showing that the amendment registration of the mortgage under the First Priority Factory Mortgage Agreement pursuant to the amended First Priority Factory Mortgage Agreement has been completed; (vii) in relation to the Borrower: i. a copy of each of the Articles of Incorporation and Korean commercial registry extracts of the Borrower; ii. a copy of a resolution of the Board of Directors of the Borrower approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement; iii. a copy of a seal certificate of the representative director of the Borrower; iv. a copy of power of attorney issued by the representative director of the Borrower, if applicable; and v. the Original Financial Statements of the Borrower, if applicable; (viii) in relation to the Guarantor: i. a copy of the articles of incorporation of the Guarantor (or equivalent constituent document); ii. a copy of the by-laws of the Guarantor; iii. a copy of a good standing certificate of the Guarantor issued by the Secretary of the State of Delaware issued as of a recent date; iv. a copy of a resolution of the Board of Directors of the Guarantor approving the terms of, and the transactions contemplated by, the Guarantee and resolving that it execute the Guarantee; v. a copy of power of attorney issued by the president of the Guarantor, if applicable; and
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First Drawdown. (a) The obligation of the Lender to permit the first Drawdown is subject to fulfillment, as determined solely by the Lender, of the conditions precedent that on or before five (5) Banking Days (or such shorter time period as the Lender may otherwise agree) prior to the date of such Drawdown the Lender shall have received in form and substance satisfactory to it the following documents:
(i) this Agreement, duly executed and delivered by the Borrower and the Lender;
(ii) a Notice of Drawdown as specified in Section 2.03;
(iii) a duly executed certificate in the form of Exhibit B hereto and dated as of the date of the making of the Drawdown;
(iv) the Guarantee, duly executed and delivered by the Guarantor;
(v) the amended Factory Mortgage Agreement duly executed and delivered by the Borrower (as mortgagor) and the Lender (as mortgagee) which has the effect of increasing the maximum secured amount to be secured by the Factory Mortgage thereunder to Four Hundred Eighty Million Dollars (US$480,000,000);
(vi) a copy of the real estate registry showing that the amendment registration of the mortgage under the First Priority Factory Mortgage Agreement pursuant to the amended First Priority Factory Mortgage Agreement has been completed;
(vii) in relation to the Borrower:
i. a copy of each of the Articles of Incorporation and Korean commercial registry extracts of the Borrower;
(ii. ) a copy of a resolution of the Board of Directors of the Borrower approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;
(iii. ) a copy of a seal certificate of the representative director of the Borrower;
(iv. ) a copy of power of attorney issued by the representative director of the Borrower, if applicable; and;
v. (v) a duly executed certificate in the form of Exhibit B hereto and dated as of the date of the making of the Drawdown;
(vi) a Notice of Drawdown as specified in Section 2.02;
(vii) a Factory Mortgage Agreement by and between the Borrower (as mortgagor) and the Lender as (mortgagee) as dated June 28, 2012;
(viii) the legal opinions of ▇▇▇ & ▇▇▇▇▇, the Korean counsel to the Lender as to matters of Korean law in form and substance satisfactory to the Lender;
(ix) a copy of any other Authorisation or other document, opinion or assurance, if applicable, which the Lender reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of this Agreement;
(x) the Original Financial Statements of the Borrower, if applicable;
(viiixi) in relation evidence that the costs and expenses then due from the Borrower pursuant to the Guarantor:
i. a copy of the articles of incorporation of the Guarantor (Section 3.04 have been paid or equivalent constituent document);
ii. a copy of the by-laws of the Guarantor;
iii. a copy of a good standing certificate of the Guarantor issued will be paid by the Secretary of the State of Delaware issued as of a recent date; iv. a copy of a resolution of the Board of Directors of the Guarantor approving the terms of, and the transactions contemplated by, the Guarantee and resolving that it execute the Guarantee;
v. a copy of power of attorney issued by the president of the Guarantordue date for payment thereof, if applicable; and
(xii) such other documents as the Lender may reasonably request.
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First Drawdown. (a) The obligation of the Lender to permit the first Drawdown is subject to fulfillment, as determined solely by the Lender, of the conditions precedent that on or before five (5) Banking Days (or such shorter time period as the Lender may otherwise agree) prior to the date of such Drawdown the Lender shall have received in form and substance satisfactory to it the following documents:
(i) this Agreement, duly executed and delivered by the Borrower and the Lender;
(ii) a Notice of Drawdown as specified in Section 2.03;
(iii) a duly executed certificate in the form of Exhibit B hereto and dated as of the date of the making of the Drawdown;
(iv) the Guarantee, duly executed and delivered by the Guarantor;
(v) the amended Factory Mortgage Agreement duly executed and delivered by the Borrower (as mortgagor) and the Lender (as mortgagee) which has the effect of increasing the maximum secured amount to be secured by the Factory Mortgage thereunder to Four Hundred Eighty Million Dollars (US$480,000,000);
(vi) a copy of the real estate registry showing that the amendment registration of the mortgage under the First Priority Factory Mortgage Agreement pursuant to the amended First Priority Factory Mortgage Agreement has been completed;
(vii) in relation to the Borrower:
i. a copy of each of the Articles of Incorporation and Korean commercial registry extracts of the Borrower;
(ii. ) a copy of a resolution of the Board of Directors of the Borrower approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;
(iii. ) a copy of a seal certificate of the representative director of the Borrower;
(iv. ) a copy of power of attorney issued by the representative director of the Borrower, if applicable; and;
v. (v) a duly executed certificate in the form of Exhibit B hereto and dated as of the date of the making of the Drawdown;
(vi) a Notice of Drawdown as specified in Section 2.02;
(vii) the Factory Mortgage Agreement by and between the Borrower (as mortgagor) and the Lender (as mortgagee) dated July 2, 2012 as amended after the date hereof;
(viii) the legal opinions of ▇▇▇ & ▇▇▇▇▇, the Korean counsel to the Lender as to matters of Korean law in form and substance satisfactory to the Lender;
(ix) a copy of any other Authorisation or other document, opinion or assurance, if applicable, which the Lender reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of this Agreement;
(x) the Original Financial Statements of the Borrower, if applicable
(xi) evidence that the costs and expenses then due from the Borrower pursuant to Section 3.04 have been paid or will be paid by the due date for payment thereof, if applicable;
(viiixii) in relation to the Guarantor:
i. a copy original of the articles of incorporation notice and acknowledgement from the insurer in respect of the Guarantor (or equivalent constituent document);
ii. a copy pledge of the by-laws of the Guarantor;
iii. a copy of a good standing certificate of the Guarantor issued by the Secretary of the State of Delaware issued as of a recent date; iv. a copy of a resolution of the Board of Directors of the Guarantor approving the terms of, and the transactions contemplated by, the Guarantee and resolving that it execute the Guarantee;
v. a copy of power of attorney issued by the president of the Guarantor, if applicableinsurance pursuant to Section 8.13; and
(xiii) such other documents as the Lender may reasonably request.
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