16. REPRESENTATIONS声明 The Borrower makes the representations and warranties set out in this Clause 16(Representations) to the Lender on the date of this Agreement. 借款人在本协议签订之日对贷款行做出第16条（声明）中列明的声明和保证。 16.116. REPRESENTATIONS声明
The Borrower makes the representations and warranties set out in this Clause 16(Representations) to the Lender on the date of this Agreement.
(a) It is a company duly incorporated and validly existing under the law of its jurisdiction of incorporation.
(b) It has the power to own its assets and carry on its business as it is being conducted.
16.2 Binding Obligations约束性义务
The obligations expressed to be assumed by it in this Agreement are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid, binding and enforceable obligations.
16.3 Non-Conflict with Other Obligations与其他义务无冲突
The entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with:
(a) any law or regulation applicable to it; 任何适用法律或法规;
(b) its or any of its Subsidiaries' constitutional documents; or
(c) any agreement or instrument binding upon it or any of its assets.
16.4 Power and Authority权力与权限
It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement.
16.5 Governmental Authorizations政府授权书
All governmental Authorizations and actions of any kind necessary to authorise the execution and performance of this Agreement or required for the validity and enforceability against the Borrower of this Agreement have been duly obtained or performed and are valid and subsisting in full force and effect.
16.6 Commercial Acts商业行为
The Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and the Borrower’s performance of its obligations hereunder constitutes private and commercial acts rather than governmental or public acts.
16.7 Validity and Admissibility in evidence证据的有效性及可采用性
All Authorizations required or desirable: 所有必须及必要授权：
(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement; and
(b) to make this Agreement admissible in evidence in its jurisdiction of incorporation,
have been obtained or effected and are in full force and effect.
16.8 Governing Law And Enforcement适用法律与执行
(a) The choice of Korean law the governing law of this Agreement will be recognised and enforced in its jurisdiction of incorporation.
(b) Any judgment obtained in Korea in relation to this Agreement will be recognised and enforced in its jurisdiction of incorporation.
16.9 No Filing or Stamp Taxes无备案或印花税
Under the laws of its jurisdiction of incorporation it is not necessary that this Agreement be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Agreement or the transactions contemplated by this Agreement.
16.10 No Default无违约事件
(a) No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.
(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect
16.11 No Misleading Information无误导性信息
All information provided by the Borrower to the Lender before the date of this Agreement:
(a) were true in all material respects as of the date thereof;所有重大方面及日期均为真实的；
(b) did not omit any information which, if disclosed, might materially and adversely affect the decision of a person considering whether to enter into this Agreement; and
(c) as at the date of this Agreement, nothing has occurred since such information was provided to the Lender which renders the information contained in it untrue or misleading in any material respect and which, if disclosed, might materially and adversely affect the decision of a person considering whether to enter into this Agreement.
16.12 Financial Statements财务报表
(a) Its financial statements were prepared in accordance with GAAP or K-IFRS consistently applied unless expressly disclosed to the Lender in writing to the contrary before the date of this Agreement.
(b) Its financial statements fairly represent its financial condition and operations (consolidated in the case of the Borrower) during the relevant financial year unless expressly disclosed to the Lender in writing to the contrary before the date of this Agreement.
(c) There has been no material adverse change in its business or financial condition since the latest date of such financial statements.
16.13 Pari Passu Ranking债务同等地位
Its payment obligations under this Agreement rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
16.14 No Proceedings Pending or Threatened无尚未了结或具有威胁的诉讼案件
No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it.
The representations and warranties in this Clause 16 (Represantations) shall be continuing representations and warranties and shall be deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period.
17. INFORMATION UNDERTAKINGS信息承诺
The undertakings in this Clause 17(Information Undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under this Agreement or any Commitment is in force.
17.1 Financial statements财务报表
The Borrower shall supply to the Lender in sufficient copies:
(a) as soon as the same become available, but in any event within one hundred fifty (150) days after the end of each of its financial years its audited consolidated financial statements for that financial year.
(b) as soon as the same become available, but in any event within one hundred fifty (150) days after the end of each half of each of its financial years its consolidated financial statements for that financial half year.
17.2 Requirements as to Financial Statements财务报表的要求
(a) Each set of financial statements delivered by the Borrower pursuant to Clause 17.1 shall be certified by a director of the relevant company as fairly representing its financial condition as at the date as at which those financial statements were drawn up.
(b) The Borrower shall procure that each set of financial statements delivered pursuant to Clause 17.1 (Financial statements) is prepared using GAAP or K-IFRS.
17.3 Information: Miscellaneous信息：其它事项
(a) The Borrower shall supply to the Lender in sufficient copies:
(i) all documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;
(ii) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower and which might, if adversely determined, have a Material Adverse Effect; and
(iii) promptly, such further information regarding the financial condition, business and operations of the Borrower as the Lender may reasonably request.
(b) All relevant documents and information shall be provided in English or translated into English accordingly.
17.4 Notification of default违约通知
(a) The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
(b) Promptly upon a request by the Lender, the Borrower shall supply to the Lender a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).
17.5 "Know your customer" Checks “了解客户”检查
(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
(ii) any change in the status of the Borrower after the date of this Agreement; or
(iii) a proposed assignment or transfer by the Lender of any of its rights and obligations under this Agreement to a party that is not the Lender prior to such assignment or transfer,
obliges the Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in this Agreement. 迫使贷款行（或，上述第（iii）条描述的任何潜在的新贷款行）在必要信息缺失的情况下遵守“了解客户”或类似鉴定程序，借款人应贷款行之要求，应立即提供或获取贷款行（自身，或代表上述第（iii）条描述的任何潜在的新贷款行）合理要求的此类文件或其它证据，以便贷款行或上述第（iii）条描述的任何潜在的新贷款行根据本协议项下拟进行的交易及所有适用法律法规进行“了解客户”或其它类似检查程序，并对该检查满意。
18. FINANCIAL COVENANTS财务契约
The Borrower covenants and agrees that, until all amounts owing under this Agreement have been paid in full, it shall perform the following obligation:
18.1 Amendment of The Terms And Conditions of The Loan. 修订贷款条款和条件
The Lender may amend the terms and conditions of the loan, including interest, by written notice to the Borrower if the credit rating of the Guarantor is downgraded or upgraded to a considerable extent or the Borrower fails to perform or comply with any provision of this Agreement related to the security for the Loan.
19. GENERAL UNDERTAKINGS一般承诺
The undertakings in this Clause 19(General Undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under this Agreement or any Commitment is in force.
19.1 Undertaking of the Borrower借款人的承诺
The Borrower shall perform all of its obligations under this Agreement independently of any claims which it may now or hereafter have against the Contractor. The Borrower hereby agrees to forgo the utilisation of such claims as the basis of any counterclaim against, or deduction or set-off from, the payment of the indebtedness of the Borrower under this Agreement.
19.2 Corporate Existence企业的存续
The Borrower shall preserve and maintain in full force and effect its corporate existence under the applicable laws and use its reasonable efforts, in the ordinary course, to preserve its business organisation.
The Borrower shall promptly: 借款人应及时：
(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and
(b) supply certified copies to the Lender of, 向贷款行提供证明材料副本，
any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under this Agreement and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of this Agreement.
19.4 Compliance with Laws遵守法律
The Borrower shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under this Agreement.
19.5 Negative Pledge负抵押条款
(a) The Borrower shall not create or permit to subsist any Security over any of its assets.
(b) The Borrower shall not: 借款人不得：
(i) merge, amalgamate, de-merge, divide or consolidate with or into any other person; and
(ii) liquidate, wind-up, dissolve, spin-off, divide, sell, lease, assign, transfer or otherwise dispose of, in one transaction or a series of transactions, any material part of its business, assets or property, whether now owned or hereafter acquired.
(a) The Borrower shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) made in the ordinary course of trading of the disposing entity;
(ii) of assets in exchange for other assets comparable or superior as to type, value and quality; or其它用于兑换在类型、价值及质量上可以相媲美或更优越的资产；或
19.7 Change of Business业务变更
The Borrower shall procure that no substantial change is made to the general nature of the business of the Borrower from that carried on at the date of this Agreement.
The Borrower shall maintain insurances on its property, with financially sound and reputable insurers, to the extent and against the risks customary for companies in similar business.
19.9 Consultation and Visit协商与考察
The Borrower shall, from time to time, at the request of the Lender, consult with the Lender with respect to the implementation and administration of this Agreement and the Mortgage Agreement. The Borrower shall, at the reasonable request of the Lender, enables representatives of the Lender to visit any part of its premises for purposes related to this Agreement.
20. EVENTS OF DEFAULT违约事件
Each of the events or circumstances set out in this Clause 20(Events of Default) is an Event of Default (save for Clause 20.15 (Acceleration)).
The Borrower fails to pay on the due date any amount payable pursuant to this Agreement at the place and in the currency in which it is expressed to be payable.
20.2 Financial Covenants金融契约
Any requirement of Clause 18 (Financial covenants) is not satisfied.
20.3 Other Obligations其他义务
The Borrower does not comply with any provision of this Agreement (other than those referred to in Clause 20.1, and such failure remains unremedied for a period of thirty (30) days after written notice thereof has been given to the Borrower by the Lender.
Any representation or statement made or deemed to be made by the Borrower or the Guarantor in this Agreement, the Guarantee, or any other document delivered by or on behalf of the Borrower or the Guarantor under or in connection with this Agreement is or proves to have been incorrect or misleading in any material respect when made or deemed to be made provided, however, that such
misrepresentation, if capable of being cured, shall not have been corrected to the satisfaction of the Lender for a period of thirty (30) days after written notice thereof has been given to the Borrower or the Guarantor by the Lender requiring to cure such incorrectness.
20.5 Merger and Consolidation兼并与合并
The Borrower or the Guarantor voluntarily or involuntarily merges or consolidates with any other entity, which may reasonably be considered by the Lender to materially and adversely affect the ability of the Borrower or the Guarantor to perform all or any of its obligations under this Agreement.
20.6 Cross default连带违约
(a) Any Financial Indebtedness of the Borrower or the Guarantor is not paid when due nor within any originally applicable grace period.
(b) Any Financial Indebtedness of the Borrower or the Guarantor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
(c) Any commitment for any Financial Indebtedness of the Borrower or the Guarantor is cancelled or suspended by a creditor of the Borrower or the Guarantor as a result of an event of default (however described).
(d) Any creditor of the Borrower or the Guarantor becomes entitled to declare any Financial Indebtedness of the Borrower or the Guarantor due and payable prior to its specified maturity as a result of an event of default (however described).
(e) No Event of Default will occur under this Clause 20.6 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than One Hundred Thousand U.S. Dollars (US$100,000) (or its equivalent in any other currency or currencies).
(a) The Borrower or the Guarantor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling
any of its indebtedness.
(b) The value of the assets of the Borrower is less than its liabilities (taking into account contingent and prospective liabilities).
(c) A moratorium is declared in respect of any indebtedness of the Borrower or the Guarantor.
20.8 Insolvency Proceedings破产程序
Any corporate action, legal proceedings or other procedure or step is taken in relation to:
(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower or the Guarantor ;
(b) a composition, compromise, assignment or arrangement with any creditor of the Borrower or the Guarantor ;
(c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Borrower, the Guarantor or any of its assets; or委任清算人、接管人、行政接管人、管理人、义务经理人或其他涉及借款人、担保人或其任何资产的类似管理人员；或
(d) enforcement of any Security over any assets of the Borrower or the Guarantor ,
or any analogous procedure or step is taken in any jurisdiction.
This Clause 20.8 shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within thirty (30) days of commencement.
20.9 Creditors' Process债权人流程
Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Borrower.
It is or becomes unlawful for the Borrower to perform any of its obligations under this Agreement.借款人履行其在本协议项下的义务为非法行为或成为非法行为。
The Borrower or the Guarantor repudiates this Agreement or evidences an intention to repudiate this Agreement.
The Guarantee is disaffirmed or questioned as to its validity or enforceability by the Guarantor or ceases for any reason to be valid and in full force and effect.
20.13 Government Authorisation政府授权
Any governmental authorisation necessary for the performance of any obligation of the Borrower under this Agreement or the Guarantor fails to become or remain valid and subsisting in full force and effect.
20.14 Material Adverse Change重大不利变化
Any other event occurs or any other circumstance arises which, in the reasonable judgment of the Lender, is likely materially and adversely to affect the ability of the Borrower or the Guarantor to perform all or any of their respective obligations under this Agreement or the Guarantee.
On and at any time after the occurrence of an Event of Default which is continuing, the Lender may, at its option and by written notice, to the Borrower:
(a) suspend further Utilisation until such Event of Default is cured;
(b) cancel the Commitment whereupon they shall immediately be cancelled; and/or
(c) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under this Agreement be immediately due and payable, whereupon they shall become immediately due and payable.
21. PAYMENT MECHANICS付款方式
21.1 Payments to the Lender支付给贷款行的款项
(a) All payment to be made by the Borrower under this Agreement shall be made in immediately available funds to the account of the Lender with the Deutsche Bank Trust Company Americas, 60 Wall Street, Mail Suite NYC 60-0501, New York, N.Y. 10004, U.S.A. (Account NO.: 04-029-695), or such other account as the Lender may designate to the Borrower in writing not less than Three (3) days prior to the due date for any payment hereunder.
借款人在本协议项下做出的任何付款均应以即用资金的形式在本协议项下任何付款到期日至少提前（3）天付至贷款行在德意志信孚银行（Deutsche Bank Trust Company Americas）开立的帐户（帐号：04-029-695），该银行位于美国纽约市邮政大楼第NYC 60-0501号华尔街60号，邮编：N.Y. 10004（60 Wall Street, Mail Suite NYC 60-0501, New York, N.Y. 10004, U.S.A.）或贷款行通过书面形式向借款人指定的其它帐户。
(b) All sums payable by the Borrower under this Agreement shall be paid in full, without set-off or counterclaim or any restriction or condition, and free and clear of any tax or other deduction or withholding of any nature.
(c) If the Borrower or any other person is required by any law or regulation to make any deduction or withholding (on account of tax or otherwise) from any payment under this Agreement, the Borrower shall, together with such payment, pay such additional amount as will ensure that the
Lender receives the full amount which it would have received if no such deduction or withholding had been required.
21.2 Partial Payments部分付款
(a) If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under this Agreement, the Lender shall have the right to apply that payment towards principal, interest or other sums owing hereunder as the Lender considers appropriate. The obligations of the Borrower under this Agreement in the following order:
(i) first, in or towards payment of any unpaid fees, costs and expenses of the Borrower under this Agreement;
(ii) secondly, in or towards payment of any accrued interest due but unpaid under this Agreement; 第二，扣除借款人在本协议项下的任何未付到期应计利息;
(iii) thirdly, in or towards payment of any principal due but unpaid under this Agreement; and
(iv) fourthly, in or towards payment of any other sum due but unpaid under this Agreement.
(b) The Lender may, at its option, vary the order set out in paragraphs (a)(ii) to (iv) above.
(c) Paragraphs (a) and (b) above will override any appropriation made by the Borrower.
21.3 No Set-off by the Borrower借款人无权抵消
All payments to be made by the Borrower under this Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
21.4 Business Days工作日
(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
21.5 Currency of Account记帐货币
(a) Subject to paragraphs (b) and (c) below, U.S. Dollar is the currency of account and payment for any sum due from the Borrower under this Agreement.
(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(c) Any amount expressed to be payable in a currency other than U.S. Dollar shall be paid in that other currency.
The Lender may set off any matured obligation due from the Borrower under this Agreement against any matured obligation owed by the Lender to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
23.1 Communications in Writing书面通信
Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter.
The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Agreement shall be as follows (or such other address or number as either Party notify the other by not less than three (3) Business Days' notice):
Any communication or document made or delivered by one Party to the other Party under or in connection with this Agreement will only be effective:
(a) if delivered by hand, upon delivery; 交付时由专人交付;
(b) if by way of letter, when it has been left at the relevant address or the ten (10) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; or如果通过信件形式，当该信件抵达相关地址或已用注明所述地址的信封封装并投入邮箱的十（10）个工作日后；或
(c) if by way of fax, when received in legible form when dispatched with a simultaneous confirmation of transmission, provided that, if such day is not a Banking Day in the place to which it is sent, such notice, demand or other communication shall be deemed delivered on the next following Banking Day at such place.
23.4 Notification of Address And Fax number地址和传真号通知
In changing its own address or fax number, each Party shall notify the other Party.
23.5 English Language英语
(a) Any notice given under or in connection with this Agreement must be in English.
(b) All other documents provided under or in connection with this Agreement must be:
(i) in English; or用英文书写；或
(ii) if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.
24. CALCULATIONS AND CERTIFICATES计算与证书
The Lender shall, in accordance with its usual practice, maintain a set of accounts recording the Utilisations, the repayments of the Loan, the computation and payment of interest and the payment of other amounts due hereunder. In any litigation or arbitration proceedings arising out of or in connection with this Agreement, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.
24.2 Certificates and Determinations证明和决定
Any certification or determination by the Lender of a rate or amount under this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
24.3 Day Count Convention天数“公约”
Any interest, commission or fee accruing under this Agreement will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.
25. CHANGES TO PARTIES各缔约方的变更
25.1 Assignments and Transfers by the Lender贷款行分配与转让
The Lender may, at its option and by written notice, assign or transfer all or any portion of the Loan and its rights and benefits under this Agreement to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets.
25.2 Assignments and Transfer by the Borrower借款人分配与转让
The Borrower may not assign or transfer any of its obligations under this Agreement without the prior written consent of the Lender.
26. PARTIAL INVALIDITY部分失效
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
27. REMEDIES AND WAIVERS补偿措施及弃权
No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or
remedies provided by law.
28. WAIVER OF IMMUNITY放弃豁免权
The Borrower irrevocably waives, to the fullest extent permitted by applicable law, all immunity to which it or its property may be or become entitled, whether on the basis of sovereignty or otherwise, from jurisdiction, attachment or execution in any action or proceeding arising out of or relating to this Agreement. 在适用法律允许的最大范围内，借款人不可撤销地放弃所有财产的豁免权，无论是根据主权或管辖权、附件或因本协议引起或与本协议有关的任何行动或程序的执行。
29. AMENDMENTS AND WAIVERS修订与弃权
(a) Any term of this Agreement may be amended or waived only with the consent of the Lender.
(b) Any Amendment of this Agreement shall be in writing and shall be signed by duly authorized representatives of both Parties hereto.
30. ENTIRE AGREEMENT完整协议
This Agreement constitutes the entire obligation of the Parties hereto and supersedes any prior expressing of intent or understanding with respect to this transaction.
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.本协议可以任意数量的副本形式执行，且如果副本上的签名是本协议的复印件，则该副本与本协议具有同等效力。
32. GOVERNING LAW适用法律
This Agreement shall be governed by and construed in accordance with the laws of Korea.
(a) The Seoul District Court in Seoul has exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement) (a "Dispute").
(b) The Parties agree that the Seoul District Court in Seoul is the most appropriate and convenient court to settle Disputes and accordingly no Party will argue to the contrary.
(c) This Clause 33.1 is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.
33.2 Service of Process服务过程
Without prejudice to any other mode of service allowed under any relevant law, the Borrower:
(a) irrevocably appoints XXX Co., Ltd., as its agent for service of process in relation to any proceedings before the Seoul District Court in Seoul in connection with this Agreement; and
不可撤销地委任XXX有限公司（XXX Co., Ltd.）作为其代理在首尔区法院办理与本协议有关的任何法律程序;以及
(b) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.
The following free text 以下无正文