Common use of Drawdown Clause in Contracts

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) 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 later than the Commitment Termination Date; or (d) the Drawdown otherwise does not comply with the terms and conditions of this Agreement. 3.2.2. Provided that the conditions described above have been met with respect to the requested Drawdown, the Agent shall immediately accept the Drawdown Request on behalf of the Banks. Each Drawdown Request, once accepted by the Agent, shall be irrevocable and binding on the Borrower. 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 Borrower for and against (a) any and all interest paid to the Agent as provided for in the above and (b) any loss or additional funding cost incurred by the Borrower arising therefrom (subject to relevant supporting documents or evidence presented by the Borrower to substantiate its claim).

Drawdown. 3.2.1. Subject to (a) Each Advance shall be made on notice given not later than 11:00 A.M. (New York City time) on 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 third Business Day prior written notice to the Agent proposed Drawdown Date 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 Borrower to the extent of its respective Commitment, make such Loans to the Borrower in accordance with its Commitment RatioLender; provided, however, 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) 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 later than the Commitment Termination Date; or (d) the Drawdown otherwise does not comply with the terms and conditions of this Agreement. 3.2.2. Provided that the conditions described above have been met 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 DrawdownDrawdown 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 Agent shall immediately accept Lender will make such funds available to, or for the Drawdown Request on behalf account of, the Borrower according to the payment instructions set forth in the Notice of the BanksDrawdown. 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 Request, once accepted by the Agent, shall be irrevocable and binding on the Borrower. Following The Borrower shall indemnify the acceptance Lender against any loss, cost or expense incurred by the Lender as a result of such Drawdown Request, if the Borrower is unable any failure to satisfy the conditions precedent to drawdown as specified in Section VI hereof, resulting in the Banks unable to advance in whole fulfill on 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 before the Drawdown Date as specified in any Notice of Drawdown the Drawdown Request and to applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the account designated liquidation or reemployment of deposits or other funds acquired by the Agent. Unless notified prior Lender to fund the Advance to be made by the Lender on such Drawdown DateDate when such Advance, the Agent may assume that each Bank is capable of advancing payment pursuant to this Agreement and, on the basis as a result of such assumptionfailure, 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 made on 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 Borrower for and against (a) any and all interest paid to the Agent as provided for in the above and (b) any loss or additional funding cost incurred by the Borrower arising therefrom (subject to relevant supporting documents or evidence presented by the Borrower to substantiate its claim).

Drawdown. 3.2.1. 5.1 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) 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 later than the Commitment Termination Date; or (d) the Drawdown otherwise does not comply with the terms and conditions of this Agreement, the Borrower may from time to time draw Advances under Sub-Facility A provided that: (a) the Lender shall have received a duly completed and executed Drawdown Notice relating to each proposed Advance not later than 10.00 am on the second Business Day before the proposed Drawdown Date of such Advance; (b) the Lender shall have received, not later than the relevant Drawdown Notice, notice from the Borrower giving reasonable details of the purpose for which the Advance will be used; (c) each proposed Drawdown Date shall be a Business Day during the Commitment Period; (d) each Advance shall be in the minimum amount of US$100,000 and shall be an integral multiple of US$10,000; (e) not more than one Advance under Sub-Facility A shall be made in any period of 5 Business Days; and (f) the aggregate of all Advances under Sub-Facility A shall not exceed the Sub-Facility A Amount. 3.2.2. Provided that the conditions described above have been met with respect to the requested Drawdown, the Agent shall immediately accept the Drawdown Request on behalf of the Banks. 5.2 Each Drawdown Request, once accepted by the Agent, Notice shall be irrevocable and binding on the Borrower. Following the acceptance of such Drawdown Request, if the Borrower is unable shall be obliged 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 therewithborrow accordingly. 3.2.3. Upon its receipt by fax of a Drawdown Request from the Borrower, the Agent shall notify each Bank 5.3 Subject as otherwise provided 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 each Advance under Sub-Facility A shall be made available such Loans in immediately available funds not later than 12:00 noon (Taipei time) on the Drawdown Date therefor by the Lender crediting the amount of such Advance to such bank account of the Borrower as specified it shall specify to the Lender for this purpose in the relevant 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)Notice. 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 Borrower for and against (a) any and all interest paid to the Agent as provided for in the above and (b) any loss or additional funding cost incurred by the Borrower arising therefrom (subject to relevant supporting documents or evidence presented by the Borrower to substantiate its claim).

Drawdown. 3.2.1. Subject to the Borrower having fully complied with or performed Notwithstanding that the conditions precedent to Drawdown as set out listed in this AgreementClause 4 (Conditions of Utilisation) have been fulfilled, the Lender shall: (a) review (and the Borrower may, at any time, with at least three Business Day prior written notice acknowledges that the Lender has the right to the Agent by 10:00 AM (Taipei timecarry out such review and shall do all acts and things reasonably necessary to assist such review) in the form of EXHIBIT I hereto (“Drawdown Request”), request a Drawdown each Debt Asset and each of the Loans in accordance with Securities proposed to be the terms and conditions set out in this Agreement. Each Bank subject of an Advance under the Facility (which review shall, upon 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 request 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 extent Facility and in respect of its respective Commitmentany such Assets which the Borrower proposes as Eligible Assets shall or as the case may be, make such Loans to shall not be entered into, and the Lender shall notify the Sponsor and the Borrower in accordance with its Commitment Ratio; provided, that its obligation to make such Loans is subject writing prior to the condition that none of the following circumstances shall have occurred prior proposed Utilisation Date as to such request for drawdown: (a) such Drawdown will cause the total Loan outstanding hereunder its determination pursuant to exceed the total available Commitment; 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) the Drawdown will cause the Loan outstanding if, with respect to any Bank hereunder to exceed its then available Commitment or to exceed its Commitment Ratio; (c) the Drawdown Date will be later than the Commitment Termination Date; or (d) the Drawdown otherwise does not comply with the terms and conditions of this Agreement. 3.2.2. Provided that the conditions described above have been met with respect to the requested DrawdownAsset, the Agent Lender elects not to make an Advance in respect of such Asset, it shall immediately accept the Drawdown respond to any Utilisation Request on behalf of the Banks. Each Drawdown Request, once accepted delivered to it by the Agent, shall be irrevocable and binding on Borrower within the Borrower. Following the acceptance of such Drawdown Request, if the Borrower is unable to satisfy the conditions precedent to drawdown as time frames specified in Section VI hereofthis Clause, 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 notifying the Borrower of its obligations election and the Lender shall notify the Borrower of any such election as soon as reasonably practicable and in any event by no later than the last day of the applicable notice period for such Utilisation Request under Clause 5.1 (Delivery of Utilisation Requests); and (d) upon completion of its review, the Lender shall in its sole but good faith discretion determine whether to purchase such Assets, and consistent with this Agreement. The Banks , specify the terms for such proposed Advance, including the applicable currency, Interest Period, Advance Rate or Advance, the Agent shall not be liable Market Value, the Utilisation Date and the final form of Utilisation Request for the failure of any other Bank to make the required Advances. Any Bank which fails to make such Advances shall reimburse Asset and indemnify the Borrower for and against (a) any and all interest paid to the Agent as provided for in the above and (b) any loss or additional funding cost incurred its related Advance signed by the Borrower arising therefrom (subject to relevant supporting documents or evidence presented by the Borrower to substantiate its claim)Lender.

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) such Drawdown will cause the total Loan outstanding hereunder Subject 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 later than the Commitment Termination Date; or (d) the Drawdown otherwise does not comply compliance with the terms and conditions of this AgreementAgreement and Schedules, the Facilities may be drawn by the Borrower during the Availability Period in one or more tranches (“Drawdown”). 3.2.2. Provided that (b) Unless the conditions described above have been met with respect 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 utilised by the Borrower exclusively for the Purpose. (d) In the event any monies are remaining due and payable by the Borrower to the requested DrawdownBank, whether under this Agreement and/or the other Transaction Documents or otherwise, the Agent shall immediately accept Bank may, at its sole discretion, reduce the Drawdown Request on behalf availability of the Banks. Each Drawdown Request, once accepted 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 AgentBorrower. (e) The Borrower shall at all times confine the drawals out of the relevant Facilities within the respective Drawing Power. Provided, however, the Bank may at the specific request of the Borrower and at its sole and absolute discretion, allow drawals beyond such 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 Borrower shall be irrevocable and binding on liable to be suspended/ discontinued/ revoked by the Bank without any notice to the Borrower. Following The Borrower shall repay/regularize all such excess drawings on demand unless otherwise specified by the acceptance Bank. Till repayment of such Drawdown Requestexcess drawings, the excess drawn amounts shall carry interest at the rate of Revised Applicable Rate of Interest, unless a higher rate has been stipulated by the Bank. All the provisions of this Agreement and the other Transaction Documents and Security created, if the Borrower is unable to satisfy the conditions precedent to drawdown as specified in Section VI hereofany, 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 will extend to cover 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)excess drawings. 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 Borrower for and against (a) any and all interest paid to the Agent as provided for in the above and (b) any loss or additional funding cost incurred by the Borrower arising therefrom (subject to relevant supporting documents or evidence presented by the Borrower to substantiate its claim).

Drawdown. 3.2.1. Subject (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 having fully complied with to the Lender. 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 performed for the conditions precedent to Drawdown as set out in this Agreementaccount of, the Borrower mayaccording 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 twenty (20) separate Advances 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) such Drawdown will cause the total Loan outstanding hereunder to exceed the total available Commitment; . (b) the Each Notice of 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 later than the Commitment Termination Date; or (d) the Drawdown otherwise does not comply with the terms and conditions of this Agreement. 3.2.2. Provided that the conditions described above have been met with respect to the requested Drawdown, the Agent shall immediately accept the Drawdown Request on behalf of the Banks. Each Drawdown Request, once accepted by the Agent, shall be irrevocable and binding on the Borrower. Following The Borrower shall indemnify the acceptance Lender against any loss, cost or expense incurred by the Lender as a result of such Drawdown Request, if the Borrower is unable any failure to satisfy the conditions precedent to drawdown as specified in Section VI hereof, resulting in the Banks unable to advance in whole fulfill on 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 before the Drawdown Date as specified in any Notice of Drawdown the Drawdown Request and to applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the account designated liquidation or reemployment of deposits or other funds acquired by the Agent. Unless notified prior Lender to fund the Advance to be made by the Lender on such Drawdown DateDate when such Advance, the Agent may assume that each Bank is capable of advancing payment pursuant to this Agreement and, on the basis as a result of such assumptionfailure, 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 made on 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 Borrower for and against (a) any and all interest paid to the Agent as provided for in the above and (b) any loss or additional funding cost incurred by the Borrower arising therefrom (subject to relevant supporting documents or evidence presented by the Borrower to substantiate its claim).