Common use of Drawdown Clause in Contracts

Drawdown. (a) Each Advance shall be made on notice given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the proposed Drawdown Date by the Borrower to the Lender; provided, however, that such notice with respect to the Tranche A Advance shall be made within one day after the execution of the underwriting agreement for the IPO. Each such notice of drawdown (a “Notice of Drawdown”) shall be in writing, in substantially the form of Exhibit A hereto, specifying therein (i) the requested Drawdown Date, which shall be a Business Day during the Commitment Period, (ii) the relevant Tranche and the aggregate principal amount of the Advance thereof requested on such Drawdown Date, (iii) the duration of the initial Interest Period applicable to such Advance, and (iv) the recipients (including payment instructions) of the proceeds of such Advance. Upon fulfillment of the applicable conditions set forth in Article III, the Lender will make such funds available to, or for the account of, the Borrower according to the payment instructions set forth in the Notice of Drawdown. Each Advance shall be $5,000,000 ($1,000,000 in the case of Tranche B) or an integral multiple of $1,000,000 in excess thereof. Anything in this subsection (a) above to the contrary notwithstanding, there may not be outstanding more than ten (10) separate Advances at any time. (b) Each Notice of Drawdown shall be irrevocable and binding on the Borrower. The Borrower shall indemnify the Lender against any loss, cost or expense incurred by the Lender as a result of any failure to fulfill on or before the Drawdown Date specified in any Notice of Drawdown the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund the Advance to be made by the Lender on such Drawdown Date when such Advance, as a result of such failure, is not made on such date.

Drawdown. 3.2.1. Subject to the Borrower having fully complied with or performed the conditions precedent to Drawdown as set out in this Agreement, the Borrower may, at any time, with at least three Business Day prior written notice to the Agent by 10:00 AM (Taipei time) in the form of EXHIBIT I hereto (“Drawdown Request”), request a Drawdown of the Loans in accordance with the terms and conditions set out in this Agreement. Each Bank shall, upon such request and to the extent of its respective Commitment, make such Loans to the Borrower in accordance with its Commitment Ratio; provided, that its obligation to make such Loans is subject to the condition that none of the following circumstances shall have occurred prior to such request for drawdown: (a) Each Advance shall such Drawdown will cause the total Loan outstanding hereunder to exceed the total available Commitment; (b) the Drawdown will cause the Loan outstanding with respect to any Bank hereunder to exceed its then available Commitment or to exceed its Commitment Ratio; (c) the Drawdown Date will be made on notice given not later than 11:00 A.M. the Commitment Termination Date; or (New York City timed) on the third Business Day prior to Drawdown otherwise does not comply with the proposed Drawdown Date by terms and conditions of this Agreement. 3.2.2. Provided that the Borrower to the Lender; provided, however, that such notice conditions described above have been met with respect to the Tranche A Advance requested Drawdown, the Agent shall be made within one day after immediately accept the execution Drawdown Request on behalf of the underwriting agreement for the IPOBanks. Each such notice of drawdown (a “Notice of Drawdown”) shall be in writingDrawdown Request, in substantially once accepted by the form of Exhibit A heretoAgent, specifying therein (i) the requested Drawdown Date, which shall be a Business Day during the Commitment Period, (ii) the relevant Tranche and the aggregate principal amount of the Advance thereof requested on such Drawdown Date, (iii) the duration of the initial Interest Period applicable to such Advance, and (iv) the recipients (including payment instructions) of the proceeds of such Advance. Upon fulfillment of the applicable conditions set forth in Article III, the Lender will make such funds available to, or for the account of, the Borrower according to the payment instructions set forth in the Notice of Drawdown. Each Advance shall be $5,000,000 ($1,000,000 in the case of Tranche B) or an integral multiple of $1,000,000 in excess thereof. Anything in this subsection (a) above to the contrary notwithstanding, there may not be outstanding more than ten (10) separate Advances at any time. (b) Each Notice of Drawdown shall be irrevocable and binding on the Borrower. The Following the acceptance of such Drawdown Request, if the Borrower is unable to satisfy the conditions precedent to drawdown as specified in Section VI hereof, resulting in the Banks unable to advance in whole or in part the requested Drawdown, the Borrower shall, at the demand of the Agent, reimburse the Banks for all reasonable and necessary expenses and direct losses (the Banks making such claims shall provide evidence therefor) in connection therewith. 3.2.3. Upon its receipt by fax of a Drawdown Request from the Borrower, the Agent shall notify each Bank in writing (in form of Exhibit II hereto), stating the date on which each Bank is to make available its Loan and the amount to be advanced by each Bank in accordance with its respective Commitment Ratio. Each Bank shall, pursuant to such notice and this Agreement, make available such Loans in immediately available funds not later than 12:00 noon (Taipei time) on the Drawdown Date as specified in the Drawdown Request and to the account designated by the Agent. Unless notified prior to the Drawdown Date, the Agent may assume that each Bank is capable of advancing payment pursuant to this Agreement and, on the basis of such assumption, may (but is not obligated to) timely make available the funds to the Borrower, unless the Agent has received a written notice from any of the Banks prior to the Drawdown Date stating that such Bank is unable to make such Advance. Notwithstanding the above, the Agent is under no obligation to make available or advance any sum to the Borrower on behalf of the Banks unless and until the Agent actually receives the funds made available by the Banks pursuant to this Agreement. If the Agent makes available to the Borrower the funds required under the Agreement to be advanced by any Bank, and such Bank shall fail to actually make available to the Agent such funds, the Borrower shall at any time, upon the Agent’s demand, refund such funds to the Agent together with interest thereon, calculated at the Agent’s actual cost of funding, as of that date, for the period from the Drawdown Date to the date of the Agent’s actual receipt of the refunds thereof (the Agent shall issue to the Borrower a receipt for any such interest payment). 3.2.4. Failure by any Bank to make available its Advance pursuant to this Agreement shall not relieve other Banks of their obligations to make Advances pursuant to this Agreement and shall not relieve the Borrower of its obligations under this Agreement. The Banks or the Agent shall not be liable for the failure of any other Bank to make the required Advances. Any Bank which fails to make such Advances shall reimburse and indemnify the Lender Borrower for and against (a) any loss, and all interest paid to the Agent as provided for in the above and (b) any loss or additional funding cost or expense incurred by the Lender as a result of any failure Borrower arising therefrom (subject to fulfill on relevant supporting documents or before the Drawdown Date specified in any Notice of Drawdown the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired evidence presented by the Lender Borrower to fund the Advance to be made by the Lender on such Drawdown Date when such Advance, as a result of such failure, is not made on such datesubstantiate its claim).

Drawdown. (a) Each Advance Subject to compliance with the terms and conditions of this Agreement and Schedules, the Facilities may be drawn by the Borrower during the Availability Period in one or more tranches (“Drawdown”). (b) Unless the Bank otherwise agrees, the right of the Borrower to make drawals from the Facilities shall cease on the expiry of the Availability Period. (c) The aforesaid drawals shall be made on notice given not later than 11:00 A.M. utilised by the Borrower exclusively for the Purpose. (New York City timed) on In the third Business Day prior to the proposed Drawdown Date event any monies are remaining due and payable by the Borrower to the Lender; providedBank, whether under this Agreement and/or the other Transaction Documents or otherwise, the Bank may, at its sole discretion, reduce the availability of the amounts of the Overall Limits and / or adjust such monies against the respective Available Limits and all such adjustments shall be treated as drawals by the Borrower. (e) The Borrower shall at all times confine the drawals out of the relevant Facilities within the respective Drawing Power. Provided, however, that the Bank may at the specific request of the Borrower and at its sole and absolute discretion, allow drawals beyond such notice with respect Drawing Power including ad hoc / temporary facilities and/or temporary overdraft facilities for such period as may be permitted by the Bank. Provided, further, the grant of such excess drawings to the Tranche A Advance Borrower shall be made within one day after liable to be suspended/ discontinued/ revoked by the execution of the underwriting agreement for the IPO. Each such Bank without any notice of drawdown (a “Notice of Drawdown”) shall be in writing, in substantially the form of Exhibit A hereto, specifying therein (i) the requested Drawdown Date, which shall be a Business Day during the Commitment Period, (ii) the relevant Tranche and the aggregate principal amount of the Advance thereof requested on such Drawdown Date, (iii) the duration of the initial Interest Period applicable to such Advance, and (iv) the recipients (including payment instructions) of the proceeds of such Advance. Upon fulfillment of the applicable conditions set forth in Article III, the Lender will make such funds available to, or for the account of, the Borrower according to the payment instructions set forth in the Notice of Drawdown. Each Advance shall be $5,000,000 ($1,000,000 in the case of Tranche B) or an integral multiple of $1,000,000 in excess thereof. Anything in this subsection (a) above to the contrary notwithstanding, there may not be outstanding more than ten (10) separate Advances at any time. (b) Each Notice of Drawdown shall be irrevocable and binding on the Borrower. The Borrower shall indemnify the Lender against any loss, cost or expense incurred repay/regularize all such excess drawings on demand unless otherwise specified by the Lender as Bank. Till repayment of such excess drawings, the excess drawn amounts shall carry interest at the rate of Revised Applicable Rate of Interest, unless a result of any failure to fulfill on or before the Drawdown Date specified in any Notice of Drawdown the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired higher rate has been stipulated by the Lender Bank. All the provisions of this Agreement and the other Transaction Documents and Security created, if any, pursuant to fund the Advance this Agreement will extend to be made by the Lender on cover such Drawdown Date when such Advance, as a result of such failure, is not made on such dateexcess drawings.

Drawdown. (a) Each Advance shall be made on notice given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the proposed Drawdown Date by the Borrower to the Lender; provided, however, that such notice with respect to the Tranche A Advance shall be made within one day after the execution of the underwriting agreement for the IPO. Each such notice of drawdown (a “Notice of Drawdown”) shall be in writing, in substantially the form of Exhibit A hereto, specifying therein (i) the requested Drawdown Date, which shall be a Business Day during the Commitment Period, (ii) the relevant Tranche and the aggregate principal amount of the Advance thereof requested on such Drawdown Date, (iii) the duration of the initial Interest Period applicable to such Advance, and (iv) the recipients (including payment instructions) of the proceeds of such Advance. Upon fulfillment of the applicable conditions set forth in Article III, the Lender will make such funds available to, or for the account of, the Borrower according to the payment instructions set forth in the Notice of Drawdown. Each Advance shall be $5,000,000 ($1,000,000 in the case of Tranche B) or an integral multiple of $1,000,000 in excess thereof. Anything in this subsection (a) above to the contrary notwithstanding, there may not be outstanding more than ten twenty (1020) separate Advances at any time. (b) Each Notice of Drawdown shall be irrevocable and binding on the Borrower. The Borrower shall indemnify the Lender against any loss, cost or expense incurred by the Lender as a result of any failure to fulfill on or before the Drawdown Date specified in any Notice of Drawdown the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund the Advance to be made by the Lender on such Drawdown Date when such Advance, as a result of such failure, is not made on such date.

Drawdown. 3.2.1. Subject to the Borrower having fully complied with or performed the conditions precedent to Drawdown as set out in this Agreement, the Borrower may, at any time, with at least two (2) Business Days’ prior written notice to the Agent in the form of Exhibit I hereto ("Drawdown Request"), request a Drawdown in accordance with the terms and conditions hereunder. Each Bank shall, upon such request and to the extent of its respective Commitment, make such Loan to the Borrower in accordance with its Commitment Ratio; provided, that its obligation to make such Loan is subject to the condition that none of the following circumstances shall have occurred prior to such request for Drawdown: (a) Each Advance shall such Drawdown will cause the total Loans outstanding hereunder to exceed the total available Commitments; (b) the Drawdown will cause the Loan outstanding with respect to any Bank hereunder to exceed its then available Commitment or to exceed its Commitment Ratio; (c) the Drawdown Date will be made on notice given not later than 11:00 A.M. the Commitment Termination Date; or (New York City timed) on the third Business Day prior to Drawdown otherwise does not comply with the proposed Drawdown Date by terms and conditions of this Agreement. 3.2.2. Provided that the Borrower to the Lender; provided, however, that such notice conditions described above have been met with respect to the Tranche A Advance requested Drawdown, the Agent shall be made within one day after immediately accept the execution Drawdown Request on behalf of the underwriting agreement for Banks. The Drawdown Request, once accepted by the IPO. Each such notice of drawdown (a “Notice of Drawdown”) shall be in writingAgent, in substantially the form of Exhibit A hereto, specifying therein (i) the requested Drawdown Date, which shall be a Business Day during the Commitment Period, (ii) the relevant Tranche and the aggregate principal amount of the Advance thereof requested on such Drawdown Date, (iii) the duration of the initial Interest Period applicable to such Advance, and (iv) the recipients (including payment instructions) of the proceeds of such Advance. Upon fulfillment of the applicable conditions set forth in Article III, the Lender will make such funds available to, or for the account of, the Borrower according to the payment instructions set forth in the Notice of Drawdown. Each Advance shall be $5,000,000 ($1,000,000 in the case of Tranche B) or an integral multiple of $1,000,000 in excess thereof. Anything in this subsection (a) above to the contrary notwithstanding, there may not be outstanding more than ten (10) separate Advances at any time. (b) Each Notice of Drawdown shall be irrevocable and binding on the Borrower and the Banks. Following the acceptance of such Drawdown Request, if the Borrower is unable to maintain or satisfy the conditions precedent to Drawdown as specified in Article 6 hereof, resulting in the Banks unable to advance in whole or in part the requested Drawdown, the Borrower shall, at the demand of the Agent, reimburse the Banks for all reasonable and necessary expenses and direct losses (the Banks making such claims shall provide relevant calculation description, proofs or receipts) in connection therewith. 3.2.3. Upon its receipt by fax of a Drawdown Request from the Borrower, the Agent shall notify each Bank in writing (in form of Exhibit I-B hereto) before 12:00 noon Taipei time on the succeeding Business Day, stating the date on which each Bank is to make available its Loan and the amount to be advanced by each Bank in accordance with its respective Commitment Ratio. The Borrower shall indemnify the Lender against any lossEach Bank shall, cost or expense incurred by the Lender as a result of any failure pursuant to fulfill such notice and this Agreement, make available such Loan in immediately available funds not later than 11:00 a.m. Taipei time on or before the Drawdown Date as specified in the Drawdown Request to the Agent or to the account designated by the Agent by wire transfer. Unless notified by any Notice Bank prior to the Drawdown Date that such Bank is unable to make the Loan, the Agent may assume that each Bank is capable of Drawdown advancing payment pursuant to this Agreement and, on the applicable conditions set forth in Article IIIbasis of such assumption, includingmay (but is not obligated to) timely make available the funds to the Borrower. Notwithstanding the above, without limitation, the Agent is under no obligation to make available or advance any loss, cost or expense incurred by reason sum to the Borrower on behalf of the liquidation or reemployment of deposits or other Banks unless and until the Agent actually receives the funds acquired made available by the Lender Banks pursuant to fund this Agreement. If the Advance Agent makes available to the Borrower the funds required under the Agreement to be made advanced by any Bank, but such Bank fails to actually make available to the Lender Agent such funds, the Borrower shall at any time, upon the Agent’s demand, refund such funds to the Agent together with interest thereon, which shall be calculated based on the floating overnight rates the Agent bears for obtaining such funds on a daily basis for the period from the Drawdown Date when to the date the Agent actually receives the refunds (the Agent shall provide the Borrower with receipts or proofs of any such Advance, as a result of such failure, is not made on such dateinterest payment).

Drawdown. Notwithstanding that the conditions precedent listed in Clause 4 (Conditions of Utilisation) have been fulfilled, the Lender shall: (a) Each review (and the Borrower acknowledges that the Lender has the right to carry out such review and shall do all acts and things reasonably necessary to assist such review) each Debt Asset and each of the Securities proposed to be the subject of an Advance under the Facility (which review shall, for the avoidance of doubt and without limitation, include an analysis of the nature and credit profile of all the Assets financed under the Facility (if any) at the date of such review) and conduct its own due diligence investigation (if any) of such Debt Assets and Securities as the Lender reasonably determines to be appropriate; (b) make a determination that any Advance under the Facility and in respect of any such Assets which the Borrower proposes as Eligible Assets shall or as the case may be, shall not be made on notice given not later than 11:00 A.M. (New York City time) on entered into, and the third Business Day Lender shall notify the Sponsor and the Borrower in writing prior to the proposed Drawdown Utilisation Date as to its determination pursuant to this paragraph (b), such determination to be made in the Lender's sole and absolute but good faith discretion, for any reason and for no reason; (c) if, with respect to any Asset, the Lender elects not to make an Advance in respect of such Asset, it shall respond to any Utilisation Request delivered to it by the Borrower to within the Lender; providedtime frames specified in this Clause, however, that such notice with respect to notifying the Tranche A Advance shall be made within one day after the execution Borrower of the underwriting agreement for the IPO. Each such notice of drawdown (a “Notice of Drawdown”) shall be in writing, in substantially the form of Exhibit A hereto, specifying therein (i) the requested Drawdown Date, which shall be a Business Day during the Commitment Period, (ii) the relevant Tranche its election and the aggregate principal amount Lender shall notify the Borrower of any such election as soon as reasonably practicable and in any event by no later than the Advance thereof requested on such Drawdown Date, (iii) the duration of the initial Interest Period applicable to such Advance, and (iv) the recipients (including payment instructions) of the proceeds of such Advance. Upon fulfillment last day of the applicable conditions set forth in Article IIInotice period for such Utilisation Request under Clause 5.1 (Delivery of Utilisation Requests); and (d) upon completion of its review, the Lender will make shall in its sole but good faith discretion determine whether to purchase such funds available toAssets, and consistent with this Agreement, specify the terms for such proposed Advance, including the applicable currency, Interest Period, Advance Rate or for the account ofAdvance, the Borrower according to Market Value, the payment instructions set forth in Utilisation Date and the Notice final form of Drawdown. Each Utilisation Request for such Asset and its related Advance shall be $5,000,000 ($1,000,000 in the case of Tranche B) or an integral multiple of $1,000,000 in excess thereof. Anything in this subsection (a) above to the contrary notwithstanding, there may not be outstanding more than ten (10) separate Advances at any time. (b) Each Notice of Drawdown shall be irrevocable and binding on the Borrower. The Borrower shall indemnify the Lender against any loss, cost or expense incurred signed by the Lender as a result of any failure to fulfill on or before the Drawdown Date specified in any Notice of Drawdown the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund the Advance to be made by the Lender on such Drawdown Date when such Advance, as a result of such failure, is not made on such dateLender.

Drawdown. 5.1 Subject to the terms and conditions of this Agreement, the Borrower may from time to time draw Advances under Sub-Facility A provided that: (a) Each the Lender shall have received a duly completed and executed Drawdown Notice relating to each proposed Advance shall be made on notice given not later than 11:00 A.M. (New York City time) 10.00 am on the third second Business Day prior to before the proposed Drawdown Date by of such Advance; (b) the Lender shall have received, not later than the relevant Drawdown Notice, notice from the Borrower to the Lender; provided, however, that such notice with respect to the Tranche A Advance shall be made within one day after the execution giving reasonable details of the underwriting agreement purpose for which the IPO. Each such notice of drawdown Advance will be used; (a “Notice of Drawdown”c) shall be in writing, in substantially the form of Exhibit A hereto, specifying therein (i) the requested each proposed Drawdown Date, which Date shall be a Business Day during the Commitment Period, ; (iid) the relevant Tranche and the aggregate principal amount of the Advance thereof requested on such Drawdown Date, (iii) the duration of the initial Interest Period applicable to such Advance, and (iv) the recipients (including payment instructions) of the proceeds of such Advance. Upon fulfillment of the applicable conditions set forth in Article III, the Lender will make such funds available to, or for the account of, the Borrower according to the payment instructions set forth in the Notice of Drawdown. Each each Advance shall be $5,000,000 ($1,000,000 in the case minimum amount of Tranche B) or US$100,000 and shall be an integral multiple of $1,000,000 in excess thereof. Anything in this subsection US$10,000; (ae) above to the contrary notwithstanding, there may not be outstanding more than ten one Advance under Sub-Facility A shall be made in any period of 5 Business Days; and (10f) separate the aggregate of all Advances at any timeunder Sub-Facility A shall not exceed the Sub-Facility A Amount. (b) 5.2 Each Drawdown Notice of Drawdown shall be irrevocable and binding the Borrower shall be obliged to borrow accordingly. 5.3 Subject as otherwise provided in this Agreement, each Advance under Sub-Facility A shall be made available on the Borrower. The Borrower shall indemnify the Lender against any loss, cost or expense incurred Drawdown Date therefor by the Lender as a result crediting the amount of any failure such Advance to fulfill on or before the Drawdown Date specified in any Notice of Drawdown the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason such bank account of the liquidation or reemployment of deposits or other funds acquired by Borrower as it shall specify to the Lender to fund for this purpose in the Advance to be made by the Lender on such relevant Drawdown Date when such Advance, as a result of such failure, is not made on such dateNotice.