Common use of Conditions Precedent to Drawdown Clause in Contracts

Conditions Precedent to Drawdown. The obligation of the Lender to make a Loan (including the initial Loan to be disbursed within one Business Day after the Closing Date) is subject to the satisfaction of the following conditions: (A) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Lender has received a written Borrowing Request in accordance with the requirements hereof and the requested Loan is made in accordance with the Rolling Forecast in effect at such time; (B) the representations of the Borrower set forth in the Loan Documents are true and correct in all material respects on and as of the date of such Loan is made (or, in the case of any such representation expressly stated to have been made as of a specific date, as of such specific date); (C) no Default has occurred and is continuing or would result from the making of such Loan or from the application of proceeds thereof; (D) no Disruption Event is continuing; (E) no Change of Control has occurred; (F) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Indebtedness under the NQ Facility and the Hercules Facility has been repaid in full, the commitments (if any) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered to the Lender documentation in form and substance satisfactory to the Lender evidencing such repayment, termination and release); and (G) the Lender has not reasonably determined in good faith that it is unlawful under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, for the Lender to make, maintain or fund the Loans, and no Governmental Authority has imposed material restrictions on the authority of the Lender to make, maintain or fund the Loans. Each Drawdown Notice by the Borrower and the making of each Loan is deemed to constitute a representation by the Borrower on and as of the date of the applicable Loan as to the matters specified in Sections 4.2(B) and 4.2(C).

Conditions Precedent to Drawdown. The obligation of the Lender to make a Loan (including the initial Loan to be disbursed made within one five Business Day Days after the Closing Date) is subject to the satisfaction of the following conditions: (A) other than with respect to the initial Loan to be disbursed made within one five Business Day Days after the Closing Date, the Lender has received a written Borrowing Request in accordance with the requirements hereof and the requested Loan is made in accordance with the Rolling Forecast in effect at such timeAnnual Budget; (B) the representations of the Borrower set forth in the Loan Documents are true and correct in all material respects on and as of the date of such Loan is made (or, in the case of any such representation expressly stated to have been made as of a specific date, as of such specific date); (C) no Default has occurred and is continuing or would result from the making of such Loan or from the application of proceeds thereof;. (D) no Disruption Event is continuing; (E) no Change of Control has occurred; (F) other than with respect to the initial Loan to be disbursed made within one five Business Day Days after the Closing Date, the Indebtedness under the NQ Facility and the Hercules Facility Loan Agreement has been repaid in full, the commitments (if any) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered to the Lender documentation in form and substance satisfactory to the Lender evidencing such repayment, termination and release); and (G) the Lender has not reasonably determined in good faith that it is unlawful under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, for the Lender to make, maintain or fund the Loans, and no Governmental Authority has imposed material restrictions on the authority of the Lender to make, maintain or fund the Loans. Each Drawdown Notice by the Borrower and the making of each Loan is deemed to constitute a representation by the Borrower on and as of the date of the applicable Loan as to the matters specified in Sections 4.2(B) and 4.2(C).

Conditions Precedent to Drawdown. The obligation obligations of the Lender to make a fund the Loan (including the initial Loan to be disbursed within one Business Day after the Closing Date) is subject to the satisfaction or waiver on or before the Closing Date of the following conditionsconditions precedent: (Aa) other than with respect to the initial Loan to be disbursed within one Business Day after Lender shall have received, on or before the Closing Date, approval of the Lender has received a written Borrowing Request in accordance with Lender’s requisite investment authorities (other than the requirements hereof and the requested Loan is made in accordance with the Rolling Forecast in effect at such timeNYSE Approval); (Bb) the representations Lender shall have received on or before the Closing Date (in sufficient number as the Lender shall require) in form and substance satisfactory to it in its absolute discretion, the following, duly executed by each party thereto: (i) this Agreement; (ii) a certificate of a senior officer of the Borrower set forth in the Loan Documents are true and correct in all material respects on and as of the date of such Loan is made stating that (orA) since December 31, in the case of any such representation expressly stated 2012, no event has occurred which has had or could reasonably be expected to have been a Material Adverse Effect; (B) all representations and warranties made by the Borrower in this Agreement and the Other Agreements are true, correct and complete as of a specific date, as of such specific date); if made on the Closing Date; and (C) no Default has occurred and is continuing, in each case after giving effect to the advance of the Loan; and (iii) the Lender’s customary agreements and all documents, instruments, financial statements, consents, evidences of corporate authority, certificates, insurance certificates, opinions of legal counsel and such other writings and agreements to confirm and effectuate the lending transactions and the matters referred to herein as may be required by the Lender and its counsel, all duly executed and/or delivered by the Borrower or such other Person as may be required in the circumstances; (c) since December 31, 2012, no event shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect as determined by the Lender in its sole discretion. No material adverse change in the Lender’s understanding of the facts and information presented to it by the Borrower or others on the Borrower’s behalf has occurred and no material litigation or claims (in the sole judgment of the Lender) with respect to any aspect of the Borrower's business or Property shall have occurred, or shall be pending or threatened, that could or would affect the ability of the Borrower to perform their respective obligations under this Agreement and the Other Agreements contemplated hereby; (d) the Lender shall have received payment in full of all reasonable fees and expenses payable to it by the Borrower on or before the Closing Date and the Borrower shall have paid all reasonable fees and expenses of counsel to the Lender, and all reasonable fees and expenses of local counsel (to the extent invoiced); (e) all material legislative, regulatory, governmental, and other third party approvals, notices, consents and permits including those necessary to grant and perform this Agreement and the Other Agreements and carry on the Borrower’s business shall have been given and obtained by the Borrower; (f) all registrations and filings in respect of this Agreement and the Other Agreements shall have been made in all jurisdictions as the Lender and its counsel shall reasonably determine to be necessary or appropriate (at the expense of the Borrower), it being understood and agreed that the Lender shall be entitled to make (at the expense of the Borrower) all such further registrations and filings in respect of this Agreement and the Other Agreements, after the Closing Date, and until all Liabilities have been paid and performed in full, as the Lender shall reasonably consider necessary or appropriate in its discretion; (g) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain the Lender from providing the Loan, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that the Lender refrain from providing the Loan; (h) the Lender shall have received certificates of insurance with respect to the property and liability insurance policies of the Borrower and in form and substance reasonably satisfactory to the Lender; (i) the Lender, acting reasonably, shall be satisfied with the results of all searches and enquires conducted in respect of the Borrower and its Property as the Lender’s counsel may reasonably require, and such estoppel letters (to confirm the amounts secured by any existing encumbrances and the collateral covered thereby) shall be received by the Lender as may be required by the Lender in its discretion, acting reasonably; (j) the Lender shall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to the Borrower and its Property, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, with respect to the Borrower, in regard to past and ongoing compliance with laws (including Environmental Laws), union and labour relations and pension matters, and the Lender shall be satisfied in its discretion that the Borrower is adequately capitalized, the fair, saleable value of its Property exceeds its liabilities at the Closing Date, and that the Borrower has sufficient working capital to pay its debts as they become due (after giving effect to the making of this Loan), and the Lender shall have received such documentation it considers necessary or appropriate in its discretion in regard to the foregoing matters, including, without limitation, compliance with Environmental Laws; (k) the Lender shall be satisfied that no Default shall have occurred on or be continuing or would result from the making of such Loan or from the application of proceeds thereofLoan; (Dl) no Disruption Event is continuing; (E) no Change material changes in the business and affairs of Control has occurred; (F) other than with respect the Borrower including any material changes in governmental regulations or policies affecting any party to the initial Loan this Agreement shall have occurred prior to be disbursed within one Business Day after the Closing Date, the Indebtedness under the NQ Facility and the Hercules Facility has been repaid in full, the commitments ; and (if anym) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has shall have executed or caused to be executed and delivered to the Lender documentation in form and substance satisfactory to all documents which the Lender evidencing such repayment, termination and release); and (G) determines in its absolute discretion are necessary to consummate the Lender has not reasonably determined in good faith that it is unlawful under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, for the Lender to make, maintain or fund the Loans, and no Governmental Authority has imposed material restrictions on the authority of the Lender to make, maintain or fund the Loans. Each Drawdown Notice by the Borrower and the making of each Loan is deemed to constitute a representation by the Borrower on and as of the date of the applicable Loan as to the matters specified in Sections 4.2(B) and 4.2(C)transactions contemplated hereby.

Conditions Precedent to Drawdown. The obligation of the Lender to make a available any part of the Loan (including the initial Loan to be disbursed within one Business Day after the Closing Date) is subject to the satisfaction fulfillment, as determined solely by the Lender, of the following conditionsconditions precedent four (4) Business Days prior to the date of initial drawdown (except as otherwise indicated below) and the continued fulfillment of such conditions on the date of each succeeding drawdown: (A) other than with respect The Lender shall have received, in form and substance satisfactory to the initial Loan to be disbursed within one Business Day after the Closing Dateit, the Lender has received following: i) a written Borrowing Request in accordance blank promissory note (the "Promissory Note") duly executed and delivered by the Borrower and guaranteed by the Guarantor together with the requirements hereof and power of attorney authorizing the requested Loan is made in accordance with Lender to complete the Rolling Forecast in effect at such timePromissory Note; (Bii) the representations Memorandum and Articles of Association (or equivalent documents), as amended to date of the borrower; iii) the Certificate of Incorporation concerning the Borrower, as amended to date; iv) a copy, certified a true copy by a duly authorized officer, of minutes of the Board of Directors of the Borrower set forth in authorizing the Loan Documents are true execution and correct in all material respects on performance of this Agreement and as the Promissory Note, including the incurring of the date debt obligations hereunder, upon the terms of such Loan is made this Agreement and authorizing the person(s) who signed, or will sign, the Agreement, the Promissory Note, and all other documents to be executed pursuant hereto on the Borrower's behalf to do so; v) a certificate of the Secretary or the Director of the Borrower setting out the names and signatures of the persons authorized to sign, on behalf of the Borrower, the Agreement and all documents to be delivered by it pursuant hereto; vi) the Certificate of Incorporation concerning the Guarantor, as amended to date; vii) the executed Guarantee, a duly authenticated copy of the minutes of the Board of Directors' meeting of the Guarantor at which the resolutions authorizing the execution, delivery and performance of the Guarantee and authorizing the persons(s) who have or will execute the Guarantee to do so were validly adopted; viii) the seal certificate of the representative director of the Guarantor together with the representative director's certificate certifying the genuineness of the seal impressions of each member of the Guarantor's Board of Directors participating at the Board of Directors' meeting referred to in (orvii) above and of the person(s) authorized to execute the Guarantee on the Guarantor's behalf; ix) copies, certified by a duly authorized officer of the Borrower to be true copies and then to be currently in the case full force and effect, of any such representation expressly stated to have been made as governmental consents or approvals necessary in connection with the execution or performance of a specific datethe terms of this Agreement, as of such specific date)the Promissory Note, or the Guarantee; (Cx) no Default has occurred the notice of Drawdown as specified in Section 1(C); and xi) such other documents as shall be requested by, and is continuing or would result from the making of such Loan or from the application of proceeds thereof; (D) no Disruption Event is continuing; (E) no Change of Control has occurred; (F) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Indebtedness under the NQ Facility and the Hercules Facility has been repaid in full, the commitments (if any) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered to the Lender documentation in form and substance satisfactory to the Lender evidencing such repayment, termination and release); andLender. (GB) the Lender has not reasonably determined in good faith that it is unlawful under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, for the Lender to make, maintain or fund the Loans, and no Governmental Authority has imposed material restrictions on the authority The obligation of the Lender to makeadvance the Loan is also subject to the condition that no Event of Default and no event which with the passage of time or the giving of notice, maintain or fund the Loans. Each Drawdown Notice by the Borrower both, would become an Event of Default shall have occurred and be continuing, and the making of each Loan is deemed to constitute a representation by the Borrower representations and warranties made herein shall have remained and then be true and correct as if also made on and as of the date of the applicable Loan as relevant drawdown and all legal matters in connection with the Agreement shall be satisfactory to the matters specified in Sections 4.2(B) and 4.2(C)Lender.

Conditions Precedent to Drawdown. The obligation It is a condition precedent to each advance hereunder that, at the time of the Lender to make a Loan (including the initial Loan to such advance, all representations and warranties hereunder must be disbursed within one Business Day after the Closing Date) is subject to the satisfaction of the following conditions: (A) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Lender has received a written Borrowing Request in accordance with the requirements hereof and the requested Loan is made in accordance with the Rolling Forecast in effect at such time; (B) the representations of the Borrower set forth in the Loan Documents are true and correct in all material respects as if made on such date, and there must be no Default or Event of Default. In addition, no Facilities will be available until the following conditions precedent have been satisfied, unless waived by Lender: (a) a Drawdown Notice, in form and substance as attached as Schedule “A” hereto, certifying, among other things: (i) the amount of the Project Costs incurred in respect of the Project to date (on a line by line basis consistent with the Project Budget); (ii) the amount of work completed since the last draw is consistent with the Project Plan and the estimated cost to complete the Project is consistent with the Project Budget; (iii) the amount of holdbacks and that all accounts payable in connection with the Project have been paid and are up to date; (iv) there has been no default under any Material Project Document, agreement, contract, permit, license, certificate, insurance policy or any other similar approval or agreement that could reasonably be expected to result in a Material Adverse Change; (v) all funds requested will be for Project Costs and are for payment of actual work completed and supported by bona fide invoices; (vi) all regulatory and government consents, permits and licenses necessary for the continuing construction are in full force and effect; (vii) all normal course reporting requirements described herein will have been delivered; and (viii) such other information accompanied by supporting documents or material, as the Lender may reasonably request, prior to any such advance, the Lender and the Project Consultant will be entitled to take all reasonable steps to confirm the contents of the items described in subsection (i) to (viii) above; (b) upon the request of the Lender or the Project Consultant, provide copies of all accounts payable listings and invoices relating to Hard Costs and Soft Costs; (c) the Lender will have received the Project Consultant’s certification as to the following (which such certification may be supported by certificates of the architect or engineer retained in connection with the Project where required): (i) the requested draw is in compliance with the cost to complete calculations in respect of the Project; (ii) the requested draw and the amounts contemplated therein represent work completed on the Project and the Project Costs which have been incurred since the prior draw (if any); (iii) the Project Costs incurred in respect of the Project to date (on a line by line basis) are consistent with the Project Budget; (iv) the amount of work completed since the last draw and estimate of the cost to complete the Project; (v) the amount of applicable Builders’ Lien fund holdback; (vi) adherence to the Construction Schedule to date; (vii) all construction work completed to date is substantially in accordance with the Project Plans and applicable laws, and the supporting certificates confirm that the quality of the workmanship and materials to dates is satisfactory; (viii) all required permits have been obtained and are being maintained; (ix) receipt of clear certificates from the Workplace Safety and Insurance Board; (x) confirmation that, in its opinion, the conditions set out herein with respect to entitlement to a draw for payment of Project Costs has been satisfied; and (xi) such other matters as Lender may ask the Project Consultant to review; (d) copies of any new Material Project Document which has been entered into, with the prior consent of the Lender since the previous drawdown; (e) satisfactory searches with respect to the Project and Security, confirming no liens or encumbrances exist, other than Permitted Encumbrances; (f) payment of any outstanding fees to Lender; (g) evidence satisfactory to the Lender that there has been no Material Adverse Change; and (h) evidence satisfactory to the Lender that all cash available to the Borrower as a result of the Subordinate Debt, equity or such other sources approved by Lender (“Total Subordinate Debt”), has been utilized to advance the Project in accordance with the Project Plan and such cumulative amount of Total Subordinate Debt exceeds $18,000,000, it being acknowledged that as of the date hereof, $7,000,000 of such Loan is made (or, Total Subordinate Debt has previously been utilized by Borrower in the case of any such representation expressly stated to have been made as of a specific dateProject, as of such specific date); (C) no Default has occurred and is continuing or would result from the making of such Loan or from the application of proceeds thereof; (D) no Disruption Event is continuing; (E) no Change of Control has occurred; (F) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Datecollectively, the Indebtedness under the NQ Facility and the Hercules Facility has been repaid in full, the commitments (if any) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered “Conditions Precedent to the Lender documentation in form and substance satisfactory to the Lender evidencing such repayment, termination and release); and (G) the Lender has not reasonably determined in good faith that it is unlawful under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, for the Lender to make, maintain or fund the Loans, and no Governmental Authority has imposed material restrictions on the authority of the Lender to make, maintain or fund the Loans. Each Drawdown Notice by the Borrower and the making of each Loan is deemed to constitute a representation by the Borrower on and as of the date of the applicable Loan as to the matters specified in Sections 4.2(B) and 4.2(CDrawdown”).

Conditions Precedent to Drawdown. The obligation of the Lender to make a available any part of the Loan (including the initial Loan to be disbursed within one Business Day after the Closing Date) is subject to the satisfaction fulfillment, as determined solely by the Lender and its counsel, of the following conditionsconditions precedent ( ) Business Days prior to the date of initial Drawdown (except as otherwise indicated below) and the continued fulfillment of such conditions on the date of each subsequent Drawdown: (A) other than with respect The Lender shall have received, in form and substance satisfactory to the initial Loan to be disbursed within one Business Day after the Closing Dateit and its counsel, the Lender has received following: (i) a written Borrowing Request Promissory Note in accordance with the requirements hereof and form of Exhibit B hereto in the requested Loan is made in accordance with amount of the Rolling Forecast in effect at such timeCommitment; (Bii) a Drawdown Certificate in the form of Exhibit C hereto in the amount of the particular Drawdown; (iii) the representations Articles of Incorporation and Regulations (or equivalent documents), as amended to date, of the Borrower; (iv) the Borrower's Commercial Registry extracts as amended to date; (v) a duly authenticated copy of the Minutes of the Board of Directors meeting of the Borrower set forth in authorizing the Loan Documents are true execution and correct in all material respects on performance of this Agreement, and as the Promissory Note, including the incurring of the date debt obligations hereunder, upon the terms of such Loan is made (orthis Agreement, in and authorizing the case of any such representation expressly stated person(s) who signed, or will sign, the Agreement, the Promissory Note and all other documents to have been made as of a specific date, as of such specific date)be executed pursuant hereto on the Borrower's behalf to do so; (Cvi) no Default has occurred Specimen signatures of the person(s) authorized to sign this Agreement, the Promissory Note and is continuing or would result from the making of such Loan or from the application of proceeds thereofall other documents hereunder; (Dvii) no Disruption Event is continuing; (E) no Change the favorable written legal opinion of Control has occurred; (F) other than with respect the counsel to the initial Loan to be disbursed within one Business Day after the Closing DateBorrower, the Indebtedness under the NQ Facility and the Hercules Facility has been repaid in full, the commitments (if any) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered to the Lender documentation in form and substance satisfactory to the Lender evidencing such repayment, termination and release)its counsel; and (Gviii) such other documents as shall be requested by, and in form and substance satisfactory to the Lender has not reasonably determined in good faith that it is unlawful under applicable lawand its counsel. (B) The Lender shall have received on or prior to the initial Drawdown, the Promissory Note, duly executed and no Governmental Authority has asserted that it is unlawful under applicable lawdelivered by the Borrower outside of , for evidencing the Borrower's obligation to repay the Loan to the Lender. (C) The Lender to makeshall have received copies, maintain or fund the Loans, and no Governmental Authority has imposed material restrictions on the authority certified by a Director of the Borrower to be true copies and then to be currently in full force and effect, of the texts and true and correct English-language translations of any governmental consents or approvals necessary in connection the execution or performance of the terms of this Agreement and the promissory Note, including Without limitation approval of the Minister of Finance of and a remittance license regarding Dollar payments here under. (D) The Lender shall have received a letter from the agent for service of process appointed by the Borrower irrevocably accepting such appointment. (E) The Lender shall have timely received the written notice of the Borrower in the form attached hereto as Exhibit A. (F) The Lender shall have received on or prior to makethe date of each Drawdown, maintain or fund the Loans. Each a Drawdown Notice Certificate signed by the Borrower and the making of each Loan is deemed to constitute a representation by the Borrower on and dated as of the date of Drawdown in the applicable form attached hereto as Exhibit A. (G) Such other documents as the Lender may reasonably request. (H) The obligation of the Lender to advance the Loan as is also subject to the condition that no Event of Default and no event which with the passage of time or the giving of notice, or both, would become an Event of Default shall have occurred and be continuing, and the representations and warranties made herein shall have remained and then be true and correct as if also made on the date of the relevant Drawdown and all legal matters specified in Sections 4.2(B) connection with the Agreement shall be satisfactory to the Lender and 4.2(C)its counsel.

Conditions Precedent to Drawdown. The obligation of the Lender Lenders to make a Loan (including the initial Loan to be disbursed within one Business Day after the Closing Date) Advance hereunder is subject to to, and conditional upon, the prior satisfaction of each of the following conditionsconditions precedent: (Aa) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Lender has The Agent shall have received a written Borrowing Drawdown Request within the time prescribed for the delivery thereof in accordance with the requirements hereof and the requested Loan is made in accordance with the Rolling Forecast in effect at such time;Section 7.01. (Bb) the representations of the Borrower set forth No Material Adverse Effect shall have occurred since December 31, 2017. (c) The Agent shall have received, in each case duly executed and delivered by the Loan Documents are true Parties party thereto and correct in all material respects on and as of the date of such Loan is made (or, in the case of any such representation expressly stated to have been made as of a specific date, as of such specific date); (C) no Default has occurred and is continuing or would result from the making of such Loan or from the application of proceeds thereof; (D) no Disruption Event is continuing; (E) no Change of Control has occurred; (F) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Indebtedness under the NQ Facility and the Hercules Facility has been repaid in full, the commitments (if any) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered to the Lender documentation in form and substance satisfactory to the Lender evidencing such repayment, termination and release)Agent: (i) this Agreement; and (Gii) all other Loan Documents. (d) Except in respect of consents and approvals set out in the Lender has not reasonably determined Post-Closing Undertaking or insured over pursuant to a title insurance policy, all governmental, regulatory, shareholder and third party consents and approvals necessary or desirable in good faith that it is unlawful under applicable lawconnection with the entering into of this Agreement and transactions contemplated hereby, and no Governmental Authority has asserted the continuing operations of the Loan Parties and their Subsidiaries and the transaction contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that it would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) Except in respect of Property which is unlawful under applicable lawthe subject matter of a title insurance policy issued to the Agent in a form acceptable to the Agent, acting reasonably, the Agent shall have received results of recent searches in each of the jurisdictions where the Loan Parties and the assets of the Loan Parties that are subject to the Encumbrances granted in favour of the Agent are located, and such searches confirm the first-ranking priority of the Encumbrances in favour of the Agent for the Lender benefit of the Lenders and reveal no Encumbrances on any of the assets of the Loan Parties, except for Permitted Encumbrances. (f) In respect of all prior Encumbrances over the assets of the Loan Parties which are Permitted Encumbrances and which create a security interest in favour of a Person other than the Agent (for and on behalf of itself and on behalf of the Lenders), the Agent and the Lenders shall have received all subordination, waiver or no-interest letters reasonably required by the Agent in form and substance satisfactory to makethe Agent. (g) The Agent and the Lenders shall have received landlord estoppels, maintain consents and waivers in form and substance satisfactory to the Agent acting reasonably from each landlord of the Loan Parties (except where there is no obligation on such landlord to deliver such document or fund where such landlord has refused to deliver such document despite the Loanscommercially reasonable efforts of the Loan Parties) and PINs for all leases and a copy of every applicable private license, sublease, lease and no Governmental Authority has imposed material restrictions other form of occupancy agreement. (h) The Agent and the Lenders shall have received payment for all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel, but in all cases subject to the limitations described in Section 16.1), on or before the Closing Date. All such amounts will be paid with proceeds of the Drawdown on the authority of Closing Date and will be reflected in the Lender to make, maintain or fund the Loans. Each Drawdown Notice funding instructions given by the Borrower to the Agent on or before the Closing Date. (i) The Agent shall have received, in form and the making substance satisfactory to it, a certificate of each Loan Party, certified by an officer of such Loan Party, dated the Closing Date, including: (i) true and complete copies of such Loan Party’s organizational documents, and all amendments thereto; (ii) true and complete copies of all of such Loan Party’s memorandum and articles of association, by-laws, operating agreements and partnership agreements, as applicable, in effect on the date on which the resolutions referred to below were adopted; (iii) resolutions of the board of directors and shareholder (if such shareholder resolutions are required under the constating documents or by-laws of such Loan Party) of such Loan Party authorizing the execution, delivery and performance of such Loan Party’s obligations under each Loan Document to which it is deemed or is to constitute be a representation party and the transactions contemplated by this Agreement, including, but not limited to, the pledge of shares of any Subsidiaries of the Borrower held by any Loan Party to the Agent and any subsequent disposition thereof by the Borrower on Agent in accordance with the terms of any Security Document; (iv) incumbency of the officers of each Loan Party authorized to sign each Loan Document to which it is or is to be a party and other documents to be delivered hereunder and thereunder, including each such officer’s name, titles and specimen signature; (v) a true, complete and current record of all registered holders of the shares or securities issued by the Loan Party, and the number and class of shares or security held by each such holder; and (vi) such other matters as the Agent or its counsel may reasonably require. (j) The Agent shall have received certificates of compliance, status or the equivalent for each Loan Party from its jurisdiction of formation, dated as of the date Closing Date. (k) The Agent shall have received the following legal opinions addressed to the Agent, the Lenders and their legal counsel: (i) the legal opinion of Xxxxxxx Xxxxx LLP, counsel to the Borrower and its Subsidiaries covering matters of Ontario law; (ii) the legal opinion of counsel to the Loan Parties in each of Alberta, Canada, New Brunswick, Canada, Colorado, USA, Nevada, USA, Arizona, USA, Delaware, USA, Mexico and of such other special or local counsel as may be required by the Agent; and (iii) title opinions and/or title insurance, as the Agent may require, in respect of the applicable Loan as Gold Bar Asset, and the Operating Mines in Canada and the United States of America. Each such legal opinion shall cover such other matters incident to the matters specified transactions contemplated by this Agreement as the Agent and its counsel may require. (l) The Agent shall have received: (i) the certificates representing the Equity Interests pledged to the Lenders pursuant to the Security Documents, together with a share transfer power of attorney for each such certificate executed in Sections 4.2(Bblank by a duly authorized officer of the pledgor thereof; and (ii) each promissory note (if any) pledged to the Lenders pursuant to the Security Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. (m) The Agent shall have received satisfactory evidence that all registrations, filings, recordings and 4.2(Cnotices necessary or desirable (as determined by the Agent and its own counsel, acting reasonably) in connection with the Security Documents have been properly made, filed or completed, including all such registrations, filings, recordings and notices required to create a perfected first priority security interest in favour of the Lenders in the collateral described therein prior and superior in right to any other Person (other than with respect to Permitted Encumbrances). (n) The Borrower shall have delivered to the Agent certificates of insurance acceptable to the Agent showing the Agent’s interest as loss payee and additional insured on all insurance policies that insure the assets secured by the Security Documents in form, scope and substance satisfactory to the Agent and otherwise in compliance with the terms of Section 8.11 and Section 9.04 of this Agreement. (o) The Lenders shall have completed and be satisfied with the results of their financial, business and legal due diligence relating to the Loan Parties, the Commitments and their respective businesses. (p) The Agent shall have received copies of recent environmental assessments in possession of a Loan Party and title opinions with respect to the real properties, surface rights and mining properties of the Borrower and its Subsidiaries specified by the Agent being, for avoidance of doubt, with respect to the Gold Bar Asset, the Operating Mines and the Los Azules Property. (q) The Agent shall have a received a list of all existing Permits required to continue development and operation of the Mining Assets. (r) The Agent shall have received such additional evidence, information, documents, instruments, waivers or undertakings as the Agent may reasonably require to conclude the transactions contemplated by this Agreement.

Conditions Precedent to Drawdown. The obligation of the Lender to make a the advance of the Loan (including the initial Loan to shall be disbursed within one Business Day after the Closing Date) is subject to the satisfaction of the following conditionsconditions precedent on or before the Drawdown Date or on the date specified below: (Aa) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Lender has shall have received a written Borrowing Request Notice of Drawdown in respect of the Drawdown in accordance with the requirements hereof and the requested Loan is made in accordance with the Rolling Forecast in effect at such timeSection 2.3; (b) on the Drawdown Date, (A) each of the representations and warranties in Section 3.1 of the Arrangement Agreement shall be true and correct as though made on or as of such date, and (B) each of the representations and warranties in Section 5.1 hereof shall be true and correct as though made on or as of such date provided that in clauses (d), (i), (f), (g), (h), (k), (1), (m) and (p) thereof, the reference to “Material Adverse Effect” shall be deemed to be a reference to “Transaction Material Adverse Effect” for the purposes hereof, and a senior officer of the Borrower set forth in shall have certified to the Loan Documents are true and correct in all material respects on and as of the date of such Loan is made (or, in the case of any such representation expressly stated to have been made as of a specific date, as of such specific date)same; (Cc) on the Drawdown Date, no Default has or Event of Default shall have occurred and is be continuing and no Default or would Event of Default shall occur as a result from of the making of such Loan or from the application of proceeds thereofDrawdown; (D) no Disruption Event is continuing; (E) no Change of Control has occurred; (F) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Indebtedness under the NQ Facility and the Hercules Facility has been repaid in full, the commitments (if any) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered to the Lender documentation in form and substance satisfactory to the Lender evidencing such repayment, termination and release); and (Gd) the Lender has not reasonably determined in good faith that it is unlawful under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, for the Lender to make, maintain or fund the Loans, and no Governmental Authority has imposed material restrictions on the authority shall have received a detailed calculation of the Lender to make, maintain or fund the Loans. Each Drawdown Notice by the Borrower and the making of each Loan is deemed to constitute a representation by the Borrower on and Maximum Borrowing Amount as of the date of the applicable Loan as Drawdown Date, a certificate of the treasurer or assistant treasurer (where applicable) of the Borrower certifying (i) the same, and (ii) that the amount of the Advance, together with all other funds transmitted by the Borrower to the matters specified Trustee on April 1, 2009 for repayment of the amounts due under the 2009 Notes on their maturity are sufficient to satisfy all obligations payable under the 2009 Notes on such date; (e) there shall not have occurred any event, change or circumstance since the date of the Arrangement Agreement, that has had, or could reasonably be expected to have, a Transaction Material Adverse Effect, and a senior officer of the Borrower shall have certified to the same; (f) the Lender shall be satisfied, acting reasonably, with any subordination terms required by the lenders under EDC Facility; (g) there shall not have occurred any default or event of default that is continuing (or an event which would result in Sections 4.2(Ba right of termination, cancellation or acceleration of any obligation) under any of the Arrangement Agreement (except as a result, directly or indirectly, of any breach of the terms of the Arrangement Agreement by the Purchaser), the Credit Agreements or the Public Indentures or any other Material Financial Indebtedness, both before and 4.2(Cafter giving effect to the proposed Drawdown, and a senior officer of the Borrower shall have certified to the same; (h) the Lender shall have received a confirmation (in the form of the certification referred to below) from the Borrower (i) of the aggregate amount of undrawn commitments under the Credit Agreements as of the date hereof are available to be drawn to repay the 2009 Notes upon their maturity and (ii) that all conditions precedent to the borrowing of such funds have been satisfied in full as of such date, and in each case a senior officer of the Borrower shall have certified to the same; (i) the maturity date of the Huntsman Preferred Stock Obligations shall have been extended to at least June 30, 2010 for an amount of not less than U.S. [****]; and (j) the TD Credit Agreement shall be fully drawn (to the extent permitted by the negative pledge contained in the Public Indentures provided that least U.S .$300,000,000 of outstandings under the TD Credit Agreement are permitted by the Public Indentures) but excluding the swing line contained in the TD Credit Agreement and subject to a 5% variance on Cdn. Dollar borrowings to allow for currency fluctuations and (ii) the Other TD Credit Agreements shall be fully drawn (subject to a 5% variance on Cdn. Dollar borrowings to allow for currency fluctuations).

Conditions Precedent to Drawdown. The obligation Borrower’s Drawdown of the Lender to make a Loan (including the initial Loan to be disbursed within one Business Day after the Closing Date) Facility under this Agreement is subject to the satisfaction conditions precedent that, at least three Business Days (at 6:00 pm) prior to the requested date for such Drawdown, the Agent shall have received all of the following conditions: (A) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Lender has received a written Borrowing Request in accordance with the requirements hereof and the requested Loan is made in accordance with the Rolling Forecast in effect at such time; (B) the representations of the Borrower set forth in the Loan Documents are true and correct in all material respects on and as of the date of such Loan is made (or, in the case of any such representation expressly stated to have been made as of a specific date, as of such specific date); (C) no Default has occurred and is continuing or would result from the making of such Loan or from the application of proceeds thereof; (D) no Disruption Event is continuing; (E) no Change of Control has occurred; (F) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Indebtedness under the NQ Facility and the Hercules Facility has been repaid in full, the commitments (if any) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered to the Lender documentation documents in form and substance satisfactory to the Lender Agent (in this regard, photocopies presented must have been certified by the document provider as true, accurate and complete copies): 6.1.1. Evidence, including, without limitation, resolutions and minutes of board of directors' meetings, that the Borrower/Guarantor has completed all necessary internal corporate acts and is duly authorized to enter into, deliver and perform the this Agreement, the Note, the Note Authorization and other related documents, as well as evidence that the person(s) signing this Agreement, the Note, the Note Authorization and other related documents on behalf of the Borrower/Guarantor have been duly authorized by the Borrower/ Guarantor; 6.1.2. Copies of the corporate documents of the Borrower and the Guarantor, including the effective Articles of Incorporation, company registration card (including roster of directors and supervisors), procedures for extending loans and procedures for endorsement and guarantee; 6.1.3. Copy of the Joint Share Exchange Agreement entered into by and between the Guarantor and SPIL (including the supplemental agreement thereto); 6.1.4. With respect to the ASE-SPIL Joint Share Exchange, 6.1.4.a. Evidence that all necessary merger approvals (or evidence that such merger is not prohibited) by competent authorities of the ROC, the United States, Korea, German and mainland China have been obtained in accordance with applicable laws (such evidencing documents shall be issued by the Borrower in format and content acceptable to the Agent, and be accompanied by written confirmation/certification of the aforesaid issues made by the lawyer engaged by the Borrower for the ASE-SPIL Joint Share Exchange), and 6.1.4.b. Evidence that all conditions precedent to the Share Exchange have been satisfied, or with respect to any unsatisfied condition that is waived by relevant party, evidence that such repayment, termination waiver does not have any adverse impact on the share exchange transaction. 6.1.5. Evidence that the Borrower/Guarantor has opened the deposit account required under this Facility in the form indicated by the Agent (“Account”); (a) Evidence that the Borrower has obtained all necessary funds to support the ASE-SPIL Joint Share Exchange (including details of sources and releaseuses of funds necessary for conducting the ASE-SPIL Joint Share Exchange other than the funds available under this Facility (“Self-raised Funds”)); and (Gb) Evidence that the Lender has not reasonably determined Self-raised Funds paid in good faith that it is unlawful cash have been deposited in the Account opened by the Borrower/Guarantor in the bank designated by the Agent in full before 3:00 pm on the Business Day immediately preceding the Drawdown Date (the Agent will transfer such funds, together with the funds extended under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, this Facility to the payment account designated by the stock transfer agent of SPIL (i.e. the CTBC Bank) for the Lender to make, maintain or fund ASE-SPIL Joint Share Exchange); 6.1.7. The Note and the Loans, and no Governmental Authority has imposed material restrictions on the authority of the Lender to make, maintain or fund the Loans. Each Drawdown Notice Note Authorization jointly signed by the Borrower and the making of each Loan is deemed to constitute a representation Guarantor in accordance with this Agreement; 6.1.8. A positive legal opinion issued by the legal counsel retained by the Banks in connection with this Facility; 6.1.9. The Drawdown Request submitted by the Borrower on and as of in accordance with this Agreement; and 6.1.10. Other documents or evidence reasonably required by the date of the applicable Loan as to the matters specified in Sections 4.2(B) and 4.2(C)Agent.

Conditions Precedent to Drawdown. The obligation obligations of the Lender to make a fund the Loan (including the initial Loan to be disbursed within one Business Day after the Closing Date) is subject to the satisfaction or waiver on or before the Closing Date of the following conditionsconditions precedent: (a) The Lender shall have received on or before the Closing Date (in sufficient number as the Lender shall require), and shall continue to hold, in form and substance satisfactory to it in its absolute discretion, the following, duly executed by each party thereto: (i) this Agreement; (ii) certified copies of the articles of incorporation of each Obligor, its borrowing by-laws and resolutions of its board of directors authorizing the execution, delivery and performance of (as the case may be) this Agreement and the Other Agreements to which it is a party; (iii) a certificate of a senior officer of the Borrower stating that (A) since August 31, 2004, no event has occurred which has had or could reasonably be expected to have a Material Adverse Effect; (B) all representations and warranties made by the Borrower and the other than with respect to Obligors in this Agreement and the initial Loan to be disbursed within one Business Day after Other Agreements are true, correct and complete as if made on the Closing Date, the Lender has received a written Borrowing Request in accordance with the requirements hereof ; (C) all covenants and the requested Loan is made in accordance with the Rolling Forecast in effect at such time; (B) the representations other obligations of the Borrower set forth in this Agreement and the Loan Documents are true and correct in all material respects on and as of Other Agreements required to be complied with by the date of such Loan is made (or, in the case of any such representation expressly stated to Closing Date have been made as of a specific datecomplied with in full, as of such specific date); including, without limitation, compliance with financial covenants; and (CD) no Default has occurred and is continuing or would result from continuing, in each case after giving effect to the advance of the Loan; (iv) a general security agreement creating a security interest in all present and after-acquired property of the Obligors in favour of the Lender; (v) the Inter-Shareholder Agreement to be made between the Company, the Lender, General Electric Investment Private Placement Partners II, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxx; (vi) an assignment of all life insurance policies held by the Borrower on the lives of Xxxx Xxxxxx and Xxxxx Xxxxxx; (vii) the favourable opinions of the Obligors' counsel, addressed to the Lender and its counsel, such opinions to speak to such matters as the status and formation of the Obligors and qualification to carry on business in each jurisdiction where each does so, the due authorization, execution, delivery and enforceability of this Agreement and all Other Agreements, the making of such Loan all filings and recordings necessary or from appropriate in all jurisdictions in respect of the application of proceeds thereof;security interests and hypothecs granted to the Lender; and (Dviii) no Disruption Event is continuing;the Lender's customary agreements and all documents, instruments, financial statements, consents, evidences of corporate authority, certificates, insurance certificates, opinions of legal counsel and such other writings and agreements to confirm and effectuate the lending transactions and the matters referred to herein as may be required by the Lender and their counsel, all duly executed and/or delivered by the Obligors or such other Person as may be required in the circumstances. (Eb) no Change Completion by the Lender of Control has occurred;their review of, and satisfaction on its part, in its sole discretion, with: (Fi) other than the financial statements of the Borrower (including predecessor entities of the Borrower) and management prepared interim financial statements as at August 31, 2004; and (ii) Borrower prepared profit and loss and cash flow projections on a month-by-month basis for the first year after the Closing Date and on an annual basis for the second and third years after the Closing Date. (c) Since August 31, 2004 no event shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect as determined by the Lender in its sole discretion. No material adverse change in the Lender's understanding of the facts and information presented to it by the Borrower or others on the Borrower's behalf has occurred and no material litigation or claims (in the sole judgment of the Lender) with respect to any aspect of the initial Loan Obligors' business or Property shall have occurred, or shall be pending or threatened, that could or would affect the ability of the Obligors to perform their respective obligations under this Agreement and the Other Agreements contemplated hereby. (d) Evidence satisfactory to the Lender of the Borrower's debt and share capital reflecting the completion of the capital restructuring plans previously communicated to the Lender by the Borrower. (e) The Lender shall have received payment in full of all reasonable fees and expenses payable to it by the Borrower on or before the Closing Date and the Borrower shall have paid all reasonable fees and expenses of counsel to the Lender, and all reasonable fees and expenses of local counsel. (f) The Lender shall have reviewed and shall be satisfied, acting reasonably, with the terms of the agreements and arrangements relating to the Subordinated Loans. (g) All necessary legislative, regulatory, governmental, and other third party approvals, notices, consents and permits including those necessary to grant and perform this Agreement and the Other Agreements and carry on the Borrower's business shall have been given and obtained by the Borrower, such approvals, notices, consents and permits not to contain any terms or conditions which the Lender, in its sole discretion, consider to be disbursed within one Business Day materially adverse to the Borrower, and evidence thereof shall have been furnished to the Lender. (h) All registrations and filings in respect of this Agreement and the Other Agreements shall have been made in all jurisdictions as the Lender and their counsel shall reasonably determine to be necessary or appropriate (at the expense of the Borrower), it being understood and agreed that the Lender shall be entitled to make (at the expense of the Borrower) all such further registrations and filings in respect of this Agreement and the Other Agreements, after the Closing Date, the Indebtedness under the NQ Facility and the Hercules Facility has until all Liabilities have been repaid paid and performed in full, the commitments (if any) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered to as the Lender documentation shall reasonably consider necessary or appropriate in form and substance satisfactory to the Lender evidencing such repayment, termination and release); and (G) the Lender has not reasonably determined in good faith that it is unlawful under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, for the Lender to make, maintain or fund the Loans, and no Governmental Authority has imposed material restrictions on the authority of the Lender to make, maintain or fund the Loans. Each Drawdown Notice by the Borrower and the making of each Loan is deemed to constitute a representation by the Borrower on and as of the date of the applicable Loan as to the matters specified in Sections 4.2(B) and 4.2(C)its discretion.

Conditions Precedent to Drawdown. The Lenders’ obligation of to provide Advances under the Lender to make a Loan (including the initial Loan to Credit Facilities will be disbursed within one Business Day after the Closing Date) is subject to the satisfaction of following conditions precedent being met, unless waived in writing by the following conditionsLenders: (Aa) other than with respect to the initial Loan Borrower will have complied, or caused to be disbursed within one Business Day after complied, with the Closing Datedeliveries required under Section 2.1; (b) the appropriate Notice of Borrowing, the Lender has received a written Borrowing Request Notice of Rollover or Notice of Conversion will have been delivered in accordance with the requirements hereof and the requested Loan is made notice provisions provided in accordance with the Rolling Forecast in effect at such timeSection 5.2; (Bc) the representations no Event of the Borrower set forth in the Loan Documents are true Default will have occurred and correct in all material respects on and as of the date of such Loan is made be continuing; (or, d) in the case of any such representation expressly stated to have been made as Advances by way of a specific dateDrawdown, as of such specific date); (C) no Default has or Borrowing Base Shortfall will have occurred and is continuing or would result from the making of such Loan or from the application of proceeds thereof; (D) no Disruption Event is be continuing; (Ee) no Change the Security, in form acceptable to the Agent, on behalf of Control has occurredthe Lenders, will be executed and delivered by the Borrower and its Material Subsidiaries, as applicable; (Ff) other than with respect to the initial Loan to Acquisition shall be disbursed within one Business Day after the Closing Date, the Indebtedness under the NQ Facility completed on terms and the Hercules Facility has been repaid in full, the commitments (if any) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered to the Lender documentation in form and substance conditions satisfactory to the Lender evidencing such repaymentAgent, termination on behalf of the Lenders; (g) satisfactory review of the Borrower’s pro-forma balance sheet, giving effect to the Acquisition, together with a Compliance Certificate providing evidence the Borrower’s Debt to EBITDA Ratio is less than 3.5:1; (h) no material adverse change to the property and release)financial performance of the Borrower and Alanx; (i) the shareholders’ equity of the Borrower shall, upon completion of the Acquisition, not be less than Cdn. $22,000,000; (j) the Borrower shall have obtained all necessary government and other third party consents necessary to effect the Transaction; (k) payment of all fees and expenses payable to CIBC and the Lenders under the credit documents; and (G1) such other documents as the Lender has not Agent may reasonably determined in good faith that it is unlawful under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, for the Lender to make, maintain or fund the Loans, and no Governmental Authority has imposed material restrictions request on the authority behalf of the Lender to make, maintain or fund the Loans. Each Drawdown Notice by the Borrower and the making of each Loan is deemed to constitute a representation by the Borrower on and as of the date of the applicable Loan as to the matters specified in Sections 4.2(B) and 4.2(C)Lenders.

Conditions Precedent to Drawdown. The obligation Borrower may drawdown the Loan in the amount specified in Article 2 when it has delivered the following documents and done the following things before the drawdown, and at the time of drawdown it is not in default specified in Article 13 hereof. If a copy of the Lender to make a Loan (including document is provided, it must be certified as true copy with date by the initial Loan to be disbursed within one Business Day after the Closing Date) is subject to the satisfaction of the following conditions: (A) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Lender has received a written Borrowing Request in accordance with the requirements hereof and the requested Loan is made in accordance with the Rolling Forecast in effect at such time; (B) the representations authorized director of the Borrower set forth in stamped with the Loan Documents are true Borrower’s seal: 3.1 The Borrower shall deliver an affidavit issued by the Partnerships and correct in all material respects Companies Registrar, Ministry of Commerce, showing that the Borrower has been registered as a limited company, list of directors and persons authorized to sign on behalf of the Borrower. 3.2 The Borrower shall deliver its memorandum of association, articles of association, and list of shareholders current as of the date of this Agreement and which are certified as correct by the Partnerships and Companies Registrar. 3.3 The Borrower shall deliver minutes of board of directors meeting approving the borrowing under the conditions specified herein. Where any person is authorized to sign this Agreement, the statement of such Loan is made (or, authorization must be specified in such minutes of the case board of any such representation expressly stated directors meeting. 3.4 The Borrower shall deliver specimen signatures of the persons authorized to have been made as sign this Agreement and notices of a specific datedrawdown, as well as notices and certifications, on behalf of such specific date);the Borrower. (C) no Default has occurred 3.5 The Borrower shall complete the juristic acts and is continuing or would result from the making of such Loan or from the application of proceeds thereof; (D) no Disruption Event is continuing; (E) no Change of Control has occurred; (F) other than with respect security matters specified in this Agreement according to the initial Loan Bank’s regulations in all respects and to be disbursed within one Business Day after deliver the Closing Date, documents according to the Indebtedness under the NQ Facility and the Hercules Facility has been repaid Bank’s regulations in full, except where otherwise provided herein. 3.6 The Borrower shall present the commitments agreement for purchase and sale of land, the construction agreements for the buildings and systems and provide a copy thereof to the Bank. 3.7 The Borrower shall deliver the blue-prints of the factory buildings for the Bank to appraise their value, and shall appoint an independent engineer approved by the Bank to review the feasibility of the investment with regard to the system facilities. If the value appraised by the Bank is lower than the projected cost, the Borrower agrees that the Bank may reduce the amount of the Loan in the same proportion. 3.8 The Borrower shall increase its registered capital by the amount of no less than Baht 200,000,000.00 (if anyBaht two hundred million only) in respect thereof have been terminated so that the total registered capital shall become Baht 400,000,000.00 (Baht four hundred million only), and all guarantees shares shall be fully paid-up before the first drawdown. The Borrow shall furnish the Bank with a copy of a shareholders list made after the full payment for the registered capital. 3.9 The Borrower shall open a current account with the Bank, Simummaung-Rangsit Branch, hereinafter referred to as “Debt Service Reserve Account”, as a reserve for payments of the Loan’s principal and security therefor have been released (interest, in an amount equal to the interest and principal liabilities for the subsequent three months, and when it becomes due the Borrower has delivered consents to the Lender documentation in form and substance satisfactory Bank to deduct the Lender evidencing such repayment, termination and release); and (G) the Lender has not reasonably determined in good faith that it is unlawful under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, Debt Service Reserve Account for the Lender to make, maintain or fund payment forthwith. 3.10 The Borrower shall provide the Loans, drawdown schedule by 3-month interval basis (“Drawdown Schedule”) and notify the Bank no Governmental Authority has imposed material restrictions on less than five Business Days in advance before the authority of the Lender to make, maintain or fund the Loans. Each Drawdown Notice by the Borrower and the making first drawdown of each Loan is deemed to constitute a representation by the Borrower on and as of the date of the applicable Loan as to the matters specified in Sections 4.2(B) and 4.2(C)3-month interval.

Conditions Precedent to Drawdown. The Lenders’ obligation of the Lender to make a Loan (including the initial Loan to provide Advances will be disbursed within one Business Day after the Closing Date) is subject to the satisfaction of the following conditionsconditions precedent being met: (Aa) on the initial Advance hereunder, the Borrower will have complied, or caused to be complied, with the deliveries required under Section 2.1; (b) except in the case of an overdraft Drawdown under the Operating Facility, the appropriate Notice of Borrowing, Notice of Rollover or Notice of Conversion will have been delivered in accordance with the notice provisions provided in Section 5.2; (c) no Default or Event of Default will have occurred and be continuing; (d) subject to Section 12.2, each of the representations and warranties set out in Article 12 will be true and correct with the same effect as if such representations and warranties had been made on the date of such Advance (other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Lender has received a written Borrowing Request in accordance with the requirements hereof Rollovers and the requested Loan is made in accordance with the Rolling Forecast in effect at such timeConversions); (Be) the representations of the Borrower set forth in the Loan Documents are true and correct in all material respects on and as of the date of such Loan is made (or, in the case of any such representation expressly stated to have been made as Advances by way of a specific dateDrawdown, as no Borrowing Base Shortfall will have occurred and be continuing and after giving effect to the proposed Drawdown, the Aggregate Principal Amount of such specific date)the Borrowing Base Facilities shall not exceed the Borrowing Base then in effect; (Cf) no Default has occurred and is continuing or would result from the making of such Loan or from the application of proceeds thereof; (D) no Disruption Event is continuing; (E) no Change of Control has occurred; (F) other than notice with respect to the initial Loan a Hostile Acquisition, if required to be disbursed within one Business Day after the Closing Dategiven pursuant to Section 6.2, the Indebtedness under the NQ Facility and the Hercules Facility has been repaid in full, the commitments (if any) in respect thereof will have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered to the Lender documentation in form and substance satisfactory to the Lender evidencing such repayment, termination and release); and (G) the Lender has not reasonably determined in good faith that it is unlawful under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, for the Lender to make, maintain or fund the Loans, and no Governmental Authority has imposed material restrictions on the authority of the Lender to make, maintain or fund the Loans. Each Drawdown Notice provided by the Borrower and the other provisions of Section 6.2, if applicable, will have been complied with; and (g) other than in the case of an Advance of a Letter of Credit, after giving effect to such Advance and the application of the proceeds thereof (which application, for greater certainty, may not be contemporaneous with making of each Loan is deemed to constitute such Advance, but will occur within a representation by reasonable period of time following the Borrower on making of such Advance and as of in any event no longer than 3 Banking Days after the date making of the applicable Loan as Advance), the Borrower would not have any Excess Cash. The conditions set forth in this Section 6.1 are inserted for the sole benefit of the Lenders and the Agent and may be waived with the approval of all of the Lenders in whole or in part (with or without terms or conditions) without prejudicing the right of the Lenders or the Agent at any time to the matters specified assert such waived conditions in Sections 4.2(B) and 4.2(C)respect of any subsequent Advance.