Common use of Initial Drawdown Clause in Contracts

Initial Drawdown. The Borrower’s initial Drawdown of the Facility under this Agreement is subject to the conditions precedent that, at least three Business Days (at 10:00 am) prior to the requested date for such Drawdown, the Agent shall have received all of the following documents in form and substance satisfactory to the Agent (in this regard, photocopies presented must have been certified by the document provider as true, accurate and complete copies): (1) Evidence, including, without limitation, resolutions and minutes of board of directors’ meetings, that the Borrower has completed all necessary internal corporate acts and is duly authorized to enter into, deliver and perform the Acquisition Contract, this Agreement and other related documents, as well as evidence that the person(s) signing this Agreement and other related documents on behalf of the Borrower have been duly authorized by the Borrower; (2) Copies of the corporate documents of the Borrower, including the Articles of Incorporation, business license, company registration card (including roster of directors and supervisors), and I.D of the Chairman of the Borrower; (3) The Note and Note Authorization issued by the Borrower in accordance with this Agreement; (4) A copy of the Acquisition Contract; (5) Evidence that ASE Test has been duly authorized by its shareholders and board of directors to enter into the Acquisition Contract and to proceed with the Acquisition; (6) The applications submitted by the Borrower to the competent authority of Singapore law in respect of the Acquisition in accordance with applicable Singapore; (7) Copies of the various government approvals, reportings and/or filings required for the Acquisition, including: (a) Copies of the ROC Investment Commission approval letter in respect of the Borrower’s investment in ASE Test and the Acquisition; (b) Approval of the Singapore competent authority (court) in respect of the Borrower’s and ASE Test’s effecting the Acquisition in accordance with the Acquisition Contract and applicable Singapore laws; and (c) Evidence that the Borrower and ASE Test have submitted all such reports and filings to the Securities and Exchange Commission of the United Stated (the “SEC”) as required under applicable U.S. laws and have obtained the consent of the SEC; (8) Evidence that the Borrower does have sufficient funds (including the Loans to be extended under this Facility) to effect the entire payments of the Acquisition; (9) All third party consents (if any) in respect of the Acquisition have been obtained; (10) Evidence that all conditions for closing of the Acquisition, except for the Borrower’s payments, have been met; (11) Favorable written legal opinions of the Banks’ counsel on ROC law related matters under this Facility; and (12) Such other documents or evidences as may be reasonably required by the Agent in advance.

Initial Drawdown. The Borrower’s initial Drawdown of the Facility under this Agreement is subject to the conditions precedent that, at least three Business Days (at 10:00 am) prior to the requested date for such Drawdown, the Agent shall have received all of the following documents in form and substance satisfactory to the Agent (in this regard, photocopies presented must have been certified by the document provider as true, accurate and complete copies): (1) Evidence, including, without limitation, resolutions and minutes of board of directors’ ' meetings, that the Borrower has completed all necessary internal corporate acts and is duly authorized to enter into, deliver and perform the Acquisition Contract, this Agreement and other related documents, as well as evidence that the person(s) signing this Agreement and other related documents on behalf of the Borrower have been duly authorized by the Borrower; (2) Copies of the corporate documents of the Borrower, including the Articles of Incorporation, business license, company registration card (including roster of directors and supervisors), and I.D of the Chairman of the Borrower; (3) The Note and Note Authorization issued by the Borrower in accordance with this Agreement; (4) A copy of the Acquisition Contract; (5) Evidence that ASE Test has been duly authorized by its shareholders and board of directors to enter into the Acquisition Contract and to proceed with the Acquisition; (6) The applications submitted by the Borrower to the competent authority of Singapore law in respect of the Acquisition in accordance with applicable Singapore; (7) Copies of the various government approvals, reportings and/or filings required for the Acquisition, including: (a) Copies of the ROC Investment Commission approval letter in respect of the Borrower’s investment in ASE Test and the Acquisition; (b) Approval of the Singapore competent authority (court) in respect of the Borrower’s and ASE Test’s effecting the Acquisition in accordance with the Acquisition Contract and applicable Singapore laws; and (c) Evidence that the Borrower and ASE Test have submitted all such reports and filings to the Securities and Exchange Commission of the United Stated (the “SEC”) as required under applicable U.S. laws and have obtained the consent of the SEC; (8) Evidence that the Borrower does have sufficient funds (including the Loans to be extended under this Facility) to effect the entire payments of the Acquisition; (9) All third party consents (if any) in respect of the Acquisition have been obtained; (10) Evidence that all conditions for closing of the Acquisition, except for the Borrower’s payments, have been met; (11) Favorable written legal opinions of the Banks’ ' counsel on ROC law related matters under this Facility; and (12) Such other documents or evidences as may be reasonably required by the Agent in advance.