Other documents and evidence 1. A copy of a certificate of the Borrower (affixed with the Borrower’s registered corporate seal (법인인감 in Korean)):
(a) confirming that the obligations of the parties to the Securities Purchase Agreement to effect the Acquisition have, or will on or prior to the Acquisition Closing Date, become unconditional (other than payment of the purchase price thereunder and obligations and conditions that by their terms are to be satisfied on the Acquisition Closing Date);
(b) confirming that the terms of the Securities Purchase Agreement have not been amended or waived in a manner which would be materially adverse to the interests of the Lender under the Finance Documents (taken as a whole) (other than any amendment or waiver made with the prior consent of the Lender);
(c) confirming that it has or will have sufficient funds, together with the proceeds of the Loan, to pay the Acquisition Price in full;
(d) providing a list of all Material Subsidiaries of the Borrower as at the date of this Agreement;
(e) confirming that the KEXIM Facility Agreement or any agreement or document in connection with the KEXIM Facility Agreement do not contain terms in respect of the provisions of Security Interests, maturity date, events of default and mandatory prepayments (in each case, howsoever described) more favourable than the terms provided to the Lender pursuant to the Finance Documents; and
(f) certifying that each copy document provided under section D of Schedule 1 is true, correct, complete and, as relevant, in full force and effect.
2. A copy of the Securities Purchase Agreement.
3. A copy of the Borrower’s Original Financial Statements.
4. Evidence that all fees and expenses then due and payable from the Borrower under this Agreement have been or will be paid by the Utilisation Date.
5. Evidence that the agent under the Finance Documents for service of process in England and Wales has accepted its appointment. From: SK Ecoplant Co., Ltd. as Borrower To: [BNP Paribas] as Original Lender Dated: [ ] Dear Sirs dated 12 December 2021 (the Agreement)
1. We refer to the Agreement. This is a Request.
2. Interest Periods defined in the Agreement shall have the same meaning in this Request unless given a different meaning in this Request.
3. We wish to borrow the Loan on the following terms: Utilisation Date: [ ] Amount: USD [ ]
4. The proceeds of this Loan should be credited to the following account of the [Xxxxxxxx]: Account Name: [ ] Account Number: [ ] Account Bank: [ ] Other required information: [ ]
5. The proceeds of this Loan will be used to finance the Acquisition Price.
6. This Request is irrevocable.
7. We confirm that each condition specified in clause 3.2 (Further conditions precedent) of the Agreement is satisfied or will be satisfied on the Utilisation Date.
8. We undertake to supply you with such additional information and documentation in our possession, and such clarification – to our knowledge, as you advise us is reasonably necessary in connection with the K-SURE Insurance Policy and we agree we will not hold you responsible for any delay in meeting this request for the Loan occasioned by you making such request for information.
9. This Request is governed by and construed in accordance with English law. Yours faithfully …………………………………… Authorised signatory for SK Ecoplant Co., Ltd. To: [LENDER] as Lender From: SK Ecoplant Co., Ltd. as Borrower Date: [ ]
1. We refer to the Agreement. This is a Compliance Certificate.
2. We confirm that [no Default is continuing]/[the following Default[s] [is/are] continuing and the following steps are being taken to remedy [it/them]: [ ].
3. We confirm that:
(a) Our Gearing Ratio is [●]:1;
(b) [Our Interest Cover Ratio is [●]:1]; and
(c) [Our Shareholder Equity is [●].] A detailed calculation of the above mentioned ratios is attached hereto.
4. The current Material Subsidiaries are:
(a) [●];
(b) [●]; and
(c) [●].
