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°ü¸®ÀÎ ÆíÁö(Custodian Letter)

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TZ-SHR-936631
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2018.10.06
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6 page / 34.5 KB
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 °ü¸®ÀÎ ÆíÁö(Custodian Letter) #1 °ü¸®ÀÎ ÆíÁö(Custodian Letter) #2 °ü¸®ÀÎ ÆíÁö(Custodian Letter) #3
 °ü¸®ÀÎ ÆíÁö(Custodian Letter) #4 °ü¸®ÀÎ ÆíÁö(Custodian Letter) #5 °ü¸®ÀÎ ÆíÁö(Custodian Letter) #6

1Á¶ Custodian Services

2Á¶ Directions

3Á¶ Fees

4Á¶ General

5Á¶ Amendment and Termination of Agreement

6Á¶ Governing Law

custodian letter  [letterhead of ddd bank]  [aaa],  ,  [address]  [bbb]  ,  [address]  
[ccc].
,  [address]  dear sirs:  
this letter (custodian letter) sets out the terms upon which we have agreed to hold, as custodian (custodian) for each of [aaa] ([aaa]) and [bbb] ([bbb]), certain documents (as defined below) delivered or to be delivered by:
(a) ccc co., ltd.(the company) pursuant to a collateral security agreement dated [] between the company and [aaa] ([aaa] collateral security agreement);
(b) the company pursuant to a collateral security agreement dated [] between the company and [bbb] ([bbb] collateral security agreement); and

(c) the company pursuant to a share pledge agreement dated [] between the [aaa] [] co. , ltd

, [aaa] [] co. , ltd

, and [aaa] [] co. , ltd

, as pledgor and [bbb] as pledgee (share pledge agreement).
unless otherwise defined herein, the terms used herein have the respective meanings as defined in the [aaa] collateral security agreement, the [bbb] collateral security agreement and the share pledge agreement.
1.custodian services
1.1 it is understood and agreed that our responsibility as the custodian for the safekeeping of or dealing with the documents pursuant to the terms of this custodian letter shall be limited to the exercising of the same degree of care as to our own property of a similar kind under our own custody.
1.2 all documents shall be held by us in the name of [bbb] and [aaa] (to the extent required by any applicable law).
1.3 the documents to be held by us (the documents) are:
i.the documents evidencing mortgage and/or a factory mortgage, as the case may be, on any of the project buildings and the project site;
ii.in the event the company has not granted such security interest as referred in subsection i above, a promissory note which amount is korean won [] (£Ü []) payable to [bbb] and [aaa], properly executed by the company;
iii.the share certificates of the company in the aggregate face amount as indicated in the share pledge agreement; and
iv.any other documents from time to time delivered to our address set out above by either [aaa] or [bbb] (or by [aaa] and [bbb] jointly) with instructions to hold the same pursuant to the terms of this custodian letter.
1.4 we are hereby expressly empowered to keep the documents, in our principal office.
2.directions
2.1 all directions, orders, requests, instructions and objections (collectively communications) given to us hereunder shall be in writing via facsimile and signed by an authorized officer, person or the representative of [bbb] [and aaa, respectively].[bbb] [and aaa] shall from time to time furnish us with a certificate signed by and two directors or the secretary or [bbb] [and aaa] stating the name(s) of the authorized officer(s) of [bbb] [and aaa] and of any other person(s) or representative(s) so authorized to act on behalf of [bbb] [and aaa] at the time specified in such certificate, together with specimen signatures of all such officers, persons or representatives and we shall be entitled to rely upon the identification of such persons as specified in such certificate as the persons entitled to act on behalf of [bbb] [and aaa] for the purpose of this custodian letter until a later certificate respecting the same is delivered to us.
2.2 we shall act in accordance with communications given in accordance with section 2.1 and shall, in acting in accordance with such communications that we shall have accepted in good faith as being proper communications, be fully protected and absolved form any and all liabilities howsoever arising.
2.3 [bbb] [and aaa] agrees to deliver to us the names of the authorized signatories of [bbb] [and aaa] and to keep us informed as to any changes in the authorized signatories.any restrictions or limitations on the powers and authority of any authorized signatory shall be communicated to us in writing and signed by any two directors or the secretary of [bbb] [and aaa, respectively].
2.4 all communications required or permitted hereunder shall be validly given if transmitted by facsimile as follows:
(a) in the case of the custodian:  [ddd bank]  attention : []  telephone : []  facsimile : []  (b) in the case of [bbb]:  [bbb]  attention : []  telephone : []  facsimile : []     (ÀÌÇÏ »ý·«)