Common use of Conditions of drawdown Clause in Contracts

Conditions of drawdown. The obligations of the Lenders to make the Facility available to Borrower are subject to the conditions that: (a) Agent shall have received, before the Notice of Drawdown is given or at such later time as Agent may agree, all of the documents and evidence specified in Schedule II in form and substance satisfactory to Agent and in such number of copies or counterparts as Agent may require. Copies required to be certified shall be certified in a manner satisfactory to Agent by a duly authorized officer of Borrower or other party concerned; (b) Agent shall have received not later than 12:00 noon (Hong Kong time) on the third (3rd) Banking Day before the date on which the Drawdown is proposed to be made (or such later time as Agent may agree) a duly completed and signed Notice of Drawdown; (c) no Event of Default or prospective Event of Default shall have occurred (or would occur as a result of the Drawdown being made) and all representations and warranties made by Borrower in or in connection with this Agreement or Guarantor in or in connection with the Guaranty shall be true and correct as at the date of the making of the Drawdown with reference to the facts and circumstances then subsisting; (d) since the date of this Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the business or financial condition of Borrower or Guarantor the effect of which, in the reasonable opinion of Agent, is material and adverse; (e) since the date of this Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the social, economic, foreign exchange or political conditions of Cayman Islands or Korea or the international money, capital or syndicated loan markets the effect of which, in the reasonable opinion of Agent, is material and adverse; and (f) not later than 11:00 a.m. (Hong Kong time) on the date on which the Drawdown is proposed to be made, Agent shall have received and found satisfactory such additional information, legal opinions and documents relating or relevant to this Agreement as Agent may reasonably require as a result of circumstances arising or becoming known to Agent since the date of this Agreement.

Conditions of drawdown. (a) The obligations of the Lenders Bank to make the Facility available to Borrower are initial Advance hereunder is, at the option of the Bank, subject to the fulfillment (as determined solely by the Bank) of the following conditions prior to the Drawdown: (i) the Bank having received evidence satisfactory to it of good standing of the Borrower under the laws of the State of Delaware together with an up-to-date copy of its Articles of Incorporation and Bylaws (if any) (certified to be true copies and then currently in full force and effect by an appropriate officer of the Borrower); (ii) the Bank having received (1) a reasonable number of copies (certified to be true copies and then currently in full force and effect by an appropriate officer of the Borrower) of such evidence (in the form of a resolution, by-law, or otherwise) as is valid under the laws of the State of Delaware to verify the authority of the Borrower to make the borrowing on the terms and conditions of this Agreement and the authority of the Borrower to execute and deliver this Agreement and (2) a power of attorney, resolution or other evidence of the authority of the person named therein to sign this Agreement and any other document required to be given by the Borrower pursuant to this Agreement on behalf of the Borrower legally to bind the Borrower; (iii) the Bank having received specimen signature, certified by an appropriate officer of the Borrower, of the person referred to in (ii)(2) above; (iv) the Bank having received copies (certified to be true copies and then currently in full force and effect by an appropriate officer of the Borrower) of all governmental approvals, authorizations, consents and licenses necessary, if any, in connection with the execution or performance by the Borrower of this Agreement or in connection with the payment or remittance by the Borrower of any amounts pursuant hereto or thereto; The obligation of the Bank to make any Advance hereunder is subject to the further condition that: (a) Agent shall have received, before the Notice of Drawdown is given or at such later time as Agent may agree, all of the documents and evidence specified in Schedule II in form and substance satisfactory to Agent and in such number of copies or counterparts as Agent may require. Copies required to be certified shall be certified in a manner satisfactory to Agent by a duly authorized officer of Borrower or other party concerned; (b) Agent shall have received not later than 12:00 noon (Hong Kong time) on the third (3rd) Banking Day before the date on which the Drawdown is proposed to be made (or such later time as Agent may agree) a duly completed and signed Notice of Drawdown; (ci) no Event of Default (and no event which with the giving of notice, lapse of time or prospective both would constitute an Event of Default shall have Default) has occurred (or would occur as a result of the Drawdown being made) and all representations and warranties made by Borrower in or in connection with this Agreement or Guarantor in or in connection with the Guaranty shall be true and correct is continuing as at the date time of request for and the time of the making of the Drawdown with reference to the facts and circumstances then subsisting;relevant Drawdown, (dii) since all of the date representations and warranties given by the Borrower herein are true and correct in all respects as if made as at the time of this Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting request for and the business or financial condition time of Borrower or Guarantor the effect making of which, in the reasonable opinion of Agent, is material and adverse; (e) since the date of this Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the social, economic, foreign exchange or political conditions of Cayman Islands or Korea or the international money, capital or syndicated loan markets the effect of which, in the reasonable opinion of Agent, is material and adverserelevant Drawdown; and (fiii) not later than 11:00 a.m. (Hong Kong time) on all the date on which covenants of the Drawdown is proposed to be made, Agent shall Borrower contained herein have received been fully complied with at the time of request for and found satisfactory such additional information, legal opinions and documents relating or the time of the making of the relevant to this Agreement as Agent may reasonably require as a result of circumstances arising or becoming known to Agent since the date of this AgreementDrawdown.