12. Survival. The respective indemnities, rights of contribution, representations,
warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery
of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.
13. Certain Defined Terms. For purposes of this Agreement, (i) except where otherwise expressly provided, the term
affiliate has the meaning set forth in Rule 405 under the Securities Act; (ii) the term business day means any day other than a day on which banks are permitted or required to be closed in New York City;
and (iii) the term subsidiary has the meaning set forth in Rule 405 under the Securities Act.
(a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the
Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.
(b) Notices. Except for any communication under Section 4(l), all notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives at:
Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong
2 Queens Road Central
Facsimile: +852 2978 0440
Attention: Credit Capital
J.P. Morgan Securities LLC
New York, New York 10179
Facsimile: +1 212 834 6081
Attention: Investment Grade Finance
Syndicate Desk 3rd floor
with a copy to:
J.P. Morgan Securities (Asia Pacific) Limited
28/F, Chater House
8 Connaught Road Central
|Facsimile: +852 2877 0736|
Attention: Head of Debt Syndicate
|The Hongkong and Shanghai Banking Corporation Limited|
Level 17, HSBC Main Building
Queens Road Central
|Facsimile: +852 3409 2755|
|Attention: Transaction Management|