Common use of Rights and Authority Clause in Contracts

Rights and Authority. The Facility Agent may: (1) Perform its duties and obligations defined in this Agreement through its directors, officers, staff or agents. (2) When it deems necessary, hire lawyers, accountants, or other experts/professionals to provide advices and consultation needed and pay for the service. Meanwhile, the Facility Agent may trust and take actions following the aforementioned professional advice. (3) Unless and until the Facility Agent has received directions from the Majority Lenders, the Facility Agent may not exercise any rights or authority or make any decisions. Prior to obtaining compensation to the Facility Agent’s satisfaction or any security assuring that the costs and expenses (including but not limited to attorneys’ fees and disbursements) incurred can be repaid, the Facility Agent bears no responsibility or obligation to take any legal proceedings as instructed by the Majority Lenders. However, the Facility Agent may take procedures to secure the legitimacy of compulsory enforcement in a manner as it does when dealing with its own affairs of similar nature. (4) The Facility Agent bears no responsibility or obligation in taking actions which it considers may violate relevant laws or are likely to have the Facility Agent be liable for compensation to a third party. However, the Facility Agent may take any actions which it considers necessary according to laws. (5) The Facility Agent may presume that there is no occurrence of any Event of Default unless it has received notice from the Lenders or the Borrower. The Facility Agent may further presume that none of the Parties to the Agreement breaches the obligations under this Agreement or any Security Documents. The Facility Agent bears no obligation to verify if the Borrower has any Event of Default. Table of Contents (6) The Facility Agent may consider the Lenders which originally offer the Facility Amount as entitled to receive the repayment, unless the Facility Agent has received written instructions from the relevant Lenders. (7) The Facility Agent may accept the documents required under the Agreement from the Lenders and the Borrower without verifying the content or any other relevant matters. The Facility Agent, when performing the duties designated under this Agreement, may trust the signatures and the contents of the received documents as valid and accurate. Meanwhile, the Facility Agent may trust the contact information and account details provided by the Lenders before the execution of the Agreement (and the subsequent revisions informed in written notices) as accurate for communication with and remittances to the Lenders. (8) The Facility Agent may deal with matters relevant to the Facility Amount of the Syndicated Loan on a pro rata basis in accordance with the relevant percentage stated in the Agreement. In cases where the actual calculation does not completely fit the percentage defined herein, the Facility Agent may make reasonable judgment on the allocation, and such decision shall be accepted by each Lender without any objection. (9) The Facility Agent may communicate the relevant matters under the Agreement via fax or e-mail and may trust the contents of the fax or e-mail received as authentic and accurate, unless otherwise provided in the Agreement. The Facility Agent bears no responsibility for consequences caused by interruptions or delays of and the flaws or mistakes incurred during transmission or reception of the communication (by phone, fax, email or courier), excluding circumstances where the consequences are caused due to the intentional or gross negligent acts of the Facility Agent. With regard to the matters communicated, upon the Borrower’s request as it deemed necessary, the Facility Agent shall provide the originals of the relevant documents related to the communication for the Borrower’s reference. Table of Contents

Rights and Authority. The Facility Agent may: (1) Perform its duties and obligations defined in this Agreement through its directors, officers, staff or agents. (2) When it deems necessary, hire lawyers, accountants, or other experts/professionals to provide advices and consultation needed and pay for the service. Meanwhile, the Facility Agent may trust and take actions following the aforementioned professional advice. (3) Unless and until the Facility Agent has received directions from the Majority Lenders, the Facility Agent may not exercise any rights or authority or make any decisions. Prior to obtaining compensation to the Facility Agent’s satisfaction or any security assuring that the costs and expenses (including but not limited to attorneys’ fees and disbursements) incurred can be repaid, the Facility Agent bears no responsibility or obligation to take any legal proceedings as instructed by the Majority Lenders. However, the Facility Agent may take procedures to secure the legitimacy of compulsory enforcement in a manner as it does when dealing with its own affairs of similar nature. (4) The Facility Agent bears no responsibility or obligation in taking actions which it considers may violate relevant laws or are likely to have the Facility Agent be liable for compensation to a third party. However, the Facility Agent may take any actions which it considers necessary according to laws. (5) The Facility Agent may presume that there is no occurrence of any Event of Default unless it has received notice from the Lenders or the Borrower. The Facility Agent may further presume that none of the Parties to the Agreement breaches the obligations under this Agreement or any Security Documents. The Facility Agent bears no obligation to verify if the Borrower has any Event of Default. Table of Contents. (6) The Facility Agent may consider the Lenders which originally offer the Facility Amount as entitled to receive the repayment, unless the Facility Agent has received written instructions from the relevant Lenders. (7) The Facility Agent may accept the documents required under the Agreement from the Lenders and the Borrower without verifying the content or any other relevant matters. The Facility Agent, when performing the duties designated under this Agreement, may trust the signatures and the contents of the received documents as valid and accurate. Meanwhile, the Facility Agent may trust the contact information and account details provided by the Lenders before the execution of the Agreement (and the subsequent revisions informed in written notices) as accurate for communication with and remittances to the Lenders. (8) The Facility Agent may deal with matters relevant to the Facility Amount of the Syndicated Loan on a pro rata basis in accordance with the relevant percentage stated in the Agreement. In cases where the actual calculation does not completely fit the percentage defined herein, the Facility Agent may make reasonable judgment on the allocation, and such decision shall be accepted by each Lender without any objection. (9) The Facility Agent may communicate the relevant matters under the Agreement via fax or e-mail and may trust the contents of the fax or e-mail received as authentic and accurate, unless otherwise provided in the Agreement. The Facility Agent bears no responsibility for consequences caused by interruptions or delays of and the flaws or mistakes incurred during transmission or reception of the communication (by phone, fax, email or courier), excluding circumstances where the consequences are caused due to the intentional or gross negligent acts of the Facility Agent. With regard to the matters communicated, upon the Borrower’s request as it deemed necessary, the Facility Agent shall provide the originals of the relevant documents related to the communication for the Borrower’s reference. Table of Contents.

Rights and Authority. The Facility Agent may: (1) Perform its perform the obligations and duties and obligations defined of the Facility Agent provided in this Agreement through its directors, officers, staff or agents. (2) When when it deems necessary, hire mandate lawyers, accountants, accountants or other experts/experts or professionals to provide advices professional advice and consultation needed services required and pay for the service. Meanwhiletheir remunerations, the Facility Agent and may trust rely on and take actions following based on the aforementioned professional adviceadvice of the abovementioned professionals. (3) Unless not exercise any rights, authority and until the Facility Agent has received directions make any decision before receiving instructions from the Majority Lenders, Banks. Before obtaining the Facility Agent may not exercise any rights or authority or make any decisions. Prior to obtaining compensation to the Facility Agent’s its satisfaction or any security assuring ensuring that the costs amounts, fees and expenses (including but not limited to including, without limitation, attorneys’ ' fees and disbursements) incurred can be repaid, the Facility Agent bears no responsibility or obligation is not required to take any legal proceedings as instructed by the Majority Lenders. HoweverBanks. (4) refuse to take actions which it considers that such actions may violate relevant laws and regulations or are likely to make the Facility Agent liable for the compensation to a third party; however, the Facility Agent may take procedures to secure the legitimacy of compulsory enforcement in a manner as it does when dealing with its own affairs of similar nature. (4) The Facility Agent bears no responsibility or obligation in taking actions which it considers may violate relevant laws or are likely to have the Facility Agent be liable for compensation to a third party. However, the Facility Agent may directly take any actions action which it considers necessary according to lawsin accordance with laws and regulations. (5) The Facility Agent may presume before the receipt of any written notice from the Lenders or the Co-Borrowers, assume that there is no occurrence of any Event of Default unless and that each party to this Agreement does not violate any obligation which it has received notice from the Lenders or the Borrower. The Facility Agent may further presume that none of the Parties to the Agreement breaches the obligations under assumes in accordance with this Agreement or any Security Documents. The Facility Agent bears no obligation is not obligated to verify if the Borrower has any Event of Default. Table Default of Contentsthe Co-Borrowers. (6) The Facility Agent may consider deem the Lenders which Lender who originally offer offered the Facility Amount as Commitment entitled to receive the repayment, unless the Facility Agent has otherwise received written other instructions in writing from the relevant LendersLender. (7) The for each document delivered to the Facility Agent may accept by each Lender and Co-Borrowers in accordance with the documents required under the Agreement from the Lenders and the Borrower without terms of this Agreement, in addition to verifying the seal specimen (or the specimen of any authorized signatory) by the Facility Agent with due care of the same degree in managing its own affairs, the Facility Agent is not required to verify the content of each document or any other relevant matters. The Facility Agent, when When performing the duties designated each relevant matter under this Agreement, the Facility Agent may trust rely on the signatures and the contents of the received documents as valid valid, true and accurate. MeanwhileWhen communicating with or making remittance to each Lender, the Facility Agent may trust rely on the contact information and account details for remittance provided by the Lenders Lender before the execution of the this Agreement (and the subsequent revisions informed in by written notices) as accurate for communication with and remittances to the Lendersaccurate. (8) The Facility Agent may deal with matters relevant to In handling the Facility Amount of the Syndicated Loan and each relevant matter, the Facility Agent shall make the distribution on a pro pro-rata basis in accordance with the relevant percentage stated as provided under this Agreement. However, in the Agreement. In cases where event that the actual calculation does distribution cannot completely fit the percentage defined hereinbe made perfectly on a pro-rata basis, the Facility Agent may make the distribution on its reasonable judgment on the allocationdiscretion, and such decision shall be accepted by each Lender without may not have any objectionobjection thereto. (9) The Facility Agent may communicate conduct the relevant communication of matters under the relating to this Agreement via fax by facsimile or e-mail email and may trust rely on the contents of the fax or e-mail received facsimile documents as authentic and accurate, unless otherwise provided in the this Agreement. The Facility Agent bears no does not bear any responsibility for consequences caused by interruptions or delays of and the flaws or mistakes incurred during transmission or reception receipt of the communication (by phone, faxfacsimile, email or courier), excluding circumstances where or defects or failures occurred during the transmission or receipt of communication or consequences resulting therefrom, unless those are caused due to the intentional by willful misconduct or gross negligent acts negligence of the Facility Agent. With regard to communication matters, in the matters communicated, upon event that the Borrower’s Co-Borrowers submit any request as it deemed they deem necessary, the Facility Agent shall provide the originals of the relevant documents related to the communication for the Borrower’s Co-Borrowers' reference. Table of Contents.