Exhibit No.

INTERPRETATION

1.

SECTION 2 THE FACILITIES

2.

The Facilities

3.

Purpose

4.

Conditions of Utilisation

UTILISATION

5.

Utilisation

REPAYMENT, PREPAYMENT AND CANCELLATION

6.

Repayment

7.

Illegality, voluntary prepayment and cancellation

8.

Mandatory prepayment and cancellation

9.

Restrictions

COSTS OF UTILISATION

10.

Interest

11.

Interest Periods

12.

Changes to the calculation of interest

13.

Fees

ADDITIONAL PAYMENT OBLIGATIONS

14.

Tax gross-up and indemnities

15.

Increased costs

16.

Other indemnities

17.

Mitigation by the lenders

18.

Costs and expenses

GUARANTEE

19.

Guarantee and indemnity

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20.

Representations

21.

Information undertakings

22.

Financial covenants

23.

General undertakings

24.

Events of Default

CHANGES TO PARTIES

25.

Changes to the Lenders

26.

Debt Purchase Transactions

27.

Changes to the Obligors

THE FINANCE PARTIES

28.

Role of the Facility Agent, the Mandated Lead Arranger and others

29.

Conduct of business by the Finance Parties

30.

Sharing among the Finance Parties

ADMINISTRATION

31.

Payment mechanics

32.

Set-off

33.

Notices

34.

Calculations and certificates

35.

Partial invalidity

36.

Remedies and waivers

37.

Amendments and waivers

38.

Confidentiality

39.

Counterparts

GOVERNING LAW AND ENFORCEMENT

40.

Governing law

41.

Enforcement

Schedule 1

The Original Lenders

Schedule 2

Conditions Precedent

Part I

Part II

Conditions precedent required to be delivered by an Additional Guarantor

Part III

Conditions Subsequent required to be delivered in respect of Additional Transaction Security

Schedule 3

Request and Notices

Part I

Utilisation Request

Part II

Selection Notice

Schedule 4

White List

Schedule 5

Form of Transfer Certificate

Schedule 6

Form of Assignment Agreement

Schedule 7

Form of Accession Deed

Schedule 8

Form of Compliance Certificate

Schedule 9

LMA Form of Confidentiality Undertaking

Schedule 10

Timetables

Schedule 11

Form of Increase Confirmation

Schedule 12

Forms of Notifiable Debt Purchase Transaction Notice

Part I

Form of Notice on Entering into Notifiable Debt Purchase Transaction

Part II

Schedule 13

Group Structure Chart

Schedule 14

Hedging Principles

Schedule 15

Form of Incremental Facility Increase Confirmation

RISE EDUCATION CAYMAN I LTD (formerly known as Bain Capital Rise Education Cayman Limited), an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 278734 and registered office at Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Borrower”);

RISE EDUCATION INTERNATIONAL LIMITED (formerly known as Bain Capital Rise Education (HK) Limited), a company incorporated under the laws of Hong Kong with registration number 1929660 and registered office at Suite 1126, 11th Floor, Ocean Centre, Harbour City, 5 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong (“Rise HK”);

EDGE FRANCHISING CO. LIMITED, a company incorporated under the laws of Hong Kong with registration number 2349854 and registered office at 22/F, The Zoroastrian Building, 101 Leighton Road, Causeway Bay, Hong Kong (“Edge Franchising”);

EDGE ONLINE CO. LIMITED, a company incorporated under the laws of Hong Kong with registration number 2349729 and registered office at 22/F, The Zoroastrian Building, 101 Leighton Road, Causeway Bay, Hong Kong (“Edge Online” and together with Rise HK and Edge Franchising, the “HK Guarantors”);

RISE IP (CAYMAN) LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 279695 and registered office at Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Cayman Guarantor”, and together with the HK Guarantors, the “Original Offshore Guarantors”);

CTBC BANK CO., LTD. as mandated lead arranger (the “Mandated Lead Arranger”);

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as lenders (the “Original Lenders”);

CTBC BANK CO., LTD., as agent of the other Finance Parties (the “Facility Agent”); and

CTBC BANK CO., LTD., as security trustee for the Secured Parties (the “Security Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency;

the Mandated Lead Arranger; or

any other bank or financial institution approved by the Facility Agent.

New Shareholder Injections;

amounts received by Group Members from persons that are not Group Members by way of indemnity, compensation or otherwise (in each case, in the nature of insurance, condemnation proceeds or similar payments) and not required to be applied on prepayment of any Facility; and

(only for the purposes of paragraph (d)(iv) of the definition of “Permitted Acquisition”) proceeds of Permitted Financial Indebtedness (incurred by any Group Member from any person that is not a Group Member) and any Incremental Facility.

the Executive Order, the U.S. Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the U.S. Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act of 2001, all as amended from time to time, and any economic or financial sanctions or trade embargo laws, regulations or executive orders administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Departments of State or Commerce or any other U.S. government authority;

the Prevention of Terrorism Act 2005 of the United Kingdom, any economic or financial sanction implemented or effective in the United Kingdom under the United Nations Act 1946 or the Emergency Laws (Re-enactments and Repeals) Act 1964 or the Anti-Terrorism, Crime and Security Act 2001 or under the Treaty establishing the European Community; and

any similar laws, regulations and/or trade, economic or financial sanctions, embargoes, laws, regulations or restrictive measures enacted, issued, administered and/or enforced by the PRC, the United Kingdom, the European Union (or any member state thereof), the United Nations, the United States, Singapore, Hong Kong and/or the respective governmental institutions and agencies of the foregoing, including the Sanctions Authorities.

an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration; or

in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Authority intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

in relation to Facility A, the period from and including the date of this Agreement to and including the date falling two Months after the date of this Agreement;

in relation to Facility B, the period from and including the date of this Agreement to and including the date falling one Month before the Termination Date; or

in relation to any Incremental Facility, the period from and including the date of the Incremental Facility Notice (with respect to such Incremental Facility) to and including the last day of the “Availability Period” (in respect of such Incremental Facility) specified in such Incremental Facility Notice in accordance with Clause 2.5 (Incremental Facilities).

the aggregate amount of its participation in any outstanding Loan under that Facility (for such purpose and in the case of Facility A and an Incremental Facility only, taking into account the principal amount of each Loan under that Facility when it is made and disregarding any subsequent reduction in such principal amount); and

(in relation to any proposed Utilisation under that Facility) its participation in any Loan(s) (other than the Loan that is the subject of such proposed Utilisation) that are due to be made under that Facility on or before the proposed Utilisation Date,

the interest (excluding any portion thereof attributable to the Margin) which a Lender should have received for the period from the date of such receipt or recovery of all or any part of its participation in a Loan or an Unpaid Sum to the last day of the current Interest Period in respect of that Loan or that Unpaid Sum, had the principal amount of that Lender’s participation in that Loan or that Unpaid Sum received or recovered been paid on the last day of that Interest Period;

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount of that Lender’s participation in that Loan or that Unpaid Sum received or recovered by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following such receipt or recovery and ending on the last day of the current Interest Period for that Loan or that Unpaid Sum.

for the purpose of determining LIBOR, a day (other than a Saturday or Sunday) on which banks are open for transaction of domestic and foreign exchange business in London;

for the purpose of payment of amounts under the Finance Documents, a day (other than a Saturday or Sunday) on which banks are open for the transaction of domestic and foreign exchange business in New York; and

for all purposes, a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong, Taipei and the PRC.

that cash is repayable within 30 days after the relevant date of calculation;

repayment of that cash is not contingent on the prior discharge of any other Financial Indebtedness of any Group Member or of any other person whatsoever or on the satisfaction of any other condition outside the control of the Group Members;

there is no Security or Quasi-Security over that cash except for (i) any Permitted Security falling under any of paragraphs (a), (b), (c), (d), (j) and (k) of the definition of Permitted Security or (ii) any other Permitted Security securing any Permitted Financial Indebtedness constituting part of the Borrowings of the Group; and

that cash is denominated in US dollars, RMB, or other freely transferable and freely convertible currency and (except as mentioned in paragraphs (a) and/or (c) above) immediately available to the applicable Group Member (or, in the case of any term deposit, available at the expiry of the applicable term of such deposit or at any time subject to any loss of interest upon breaking the applicable term of such deposit),

deposits, certificates of deposit or bankers’ acceptances, in each case, maturing within one year after the date of such determination and made with or issued by an Acceptable Bank;

securities and other investments in marketable debt obligations issued by or guaranteed by the government of the United States of America, the United Kingdom, Hong Kong, Japan or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the date of such determination and not convertible or exchangeable to any other security;

commercial paper not convertible or exchangeable to any other security:

for which a recognised trading market exists;

issued by an issuer incorporated in the United States of America, the United Kingdom or any Participating Member State;

which matures within one year after the date of such determination; and

which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, or, if no rating is available in respect of that commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited, (ii) invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above and (iii) can be turned into cash on not more than 90 days’ notice; or

any other investment approved by the Majority Lenders (acting reasonably),

at any time:

the Sponsor does not or ceases to beneficially own, directly or indirectly, at least 25 per cent. of the voting share capital in the Borrower; or

any person or persons acting in concert beneficially own or acquire, directly or indirectly, (A) an aggregate percentage of issued shares (of any class) in the Borrower that is equal to or greater than the aggregate percentage of issued shares (of such class) in the Borrower beneficially owned, directly or indirectly, by the Sponsor or (B) an aggregate percentage of voting interests in the Borrower that is equal to or greater than the aggregate percentage of voting interests in the Borrower beneficially owned, directly or indirectly, by the Sponsor;

at any time, the Parent:

does not or ceases to directly beneficially own 100% of the Equity Interests in the Borrower;

does not or ceases to directly beneficially own 100% of the voting interests in the Borrower; or

does not or ceases to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise), to directly appoint all of the directors or other equivalent officers of the Borrower;

at any time, the Borrower:

does not or ceases to directly beneficially own 100% of the Equity Interests in each of Rise HK and the Cayman Guarantor;

does not or ceases to directly beneficially own 100% of the voting interests in each of Rise HK and the Cayman Guarantor; or

does not or ceases to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise), to directly appoint all of the directors or other equivalent officers of each of Rise HK and the Cayman Guarantor;

at any time, Rise HK:

does not or ceases to directly beneficially own 100% of the Equity Interests in the WFOE Guarantor;

does not or ceases to directly beneficially own 100% of the voting interests in the WFOE Guarantor; or

does not or ceases to have the power (whether by way of ownership of equity interests, proxy, contract, agency or otherwise), to directly appoint all of the directors or other equivalent officers of the WFOE Guarantor; or

at any time, the VIE Nominees, in the aggregate:

do not or cease to directly beneficially own 100% of the Equity Interests in the VIE Entity;

do not or cease to directly beneficially own 100% of the voting interests in the VIE Entity; or

do not or cease to have the power (whether by way of ownership of equity interests, proxy, contract, agency or otherwise), to directly appoint all of the directors or other equivalent officers of the VIE Entity,

the Sponsor, any Transaction Obligor or any Group Member or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from the Sponsor, any Transaction Obligor or any Group Member or any of its advisers,

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 38 (Confidentiality); or

is identified in writing at the time of delivery as non-confidential by the Sponsor, any Transaction Obligor or any Group Member or any of its advisers; or

is known by that Finance Party before the date such information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with any Transaction Obligor or the Group and which, in either case, has not been obtained by that Finance Party pursuant to or in connection with that Finance Party’s evaluation of the Finance Documents and as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality with respect to such information.

a Competitor;

an investor or equity holder in a Competitor which (in each case) has Control over such Competitor; or

an adviser to any such person referred to in paragraphs (a) or (b) above,

dealing in shares in or securities of a Competitor, where the relevant teams and employees of that Lender engaged in such dealings operate on the public side of an Information Barrier;

becoming an investor or equity holder in a Competitor as a consequence of a debt-for-equity swap in, or enforcement of security over shares of, that Competitor; provided that the relevant teams and employees of that Lender involved in such transactions are separated from any teams or employees of that Lender working in relation to the Group and the Finance Documents (and related transactions) by way of an Information Barrier;

engaging in any merger and acquisition or other advisory activity in relation to or on behalf of a Competitor, provided that the relevant teams and employees of that Lender involved in such advisory activity are separated from any teams or employees of that Lender working in relation to the Group and the Finance Documents (and related transactions) by way of an Information Barrier; or

being an investor or equity holder in a Competitor through a separately managed private equity investment fund owned or managed by that Lender, provided that the relevant teams and employees of that Lender involved in such private equity fund are separated from any teams or employees of that Lender working in relation to the Group and the Finance Documents (and related transactions) by way of an Information Barrier.

held in Taipei or any other jurisdiction reasonably satisfactory to the Facility Agent by the Borrower with the Facility Agent (or an Affiliate thereof specified by the Facility Agent);

identified in writing (including in a Transaction Security Document) between (i) the Borrower and (ii) the Facility Agent or the Security Agent as a “Cure Amount Account”; and

(subject to Legal Reservations) subject to fixed Security in favour of the Security Agent which Security is in form and substance satisfactory to the Facility Agent and Security Agent,

purchases or acquires by way of assignment or transfer any rights and/or obligations in respect of;

enters into any sub-participation in respect of; or

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

which has failed to make its participation in a Loan available (or has notified the Facility Agent or the Borrower (which has notified the Facility Agent) that it will not make its participation in a Loan available) by the Utilisation Date for that Loan in accordance with Clause 5.4 (Lenders’ participation);

which has otherwise rescinded or repudiated a Finance Document; or

with respect to which an Insolvency Event has occurred and is continuing,

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

that Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

held in Hong Kong with The Hongkong and Shanghai Banking Corporation by an Offshore Group Member that is a Relevant Obligor;

existing as at the date of this Agreement and identified in writing between (i) the Borrower and (ii) the Facility Agent or the Security Agent as a “Designated Proceeds Account (HSBC)”; and

(subject to the Legal Reservations) subject to fixed Security in favour of the Security Agent which Security is in form and substance satisfactory to the Facility Agent and Security Agent,

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with any Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other, Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

declaring, making or paying any dividend, charge, fee or other distribution of any kind (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of any Equity Interest of such person (or any class of any Equity Interest of such person);

repaying, returning or distributing any dividend or share premium or other reserve;

paying or allowing any Transaction Obligor or any Group Member to pay any management, advisory or other fee to or to the order of the Parent, any of the shareholder(s) of the Parent or any other Related Person;

redeeming, repurchasing, defeasing, retiring, repaying, returning, reducing, cancelling or terminating any of its Equity Interest (including any Recapitalisation), or making any payment (including any payment of interest on any unpaid sum relating to any such payment) whether in cash or in kind (and including any payment in any sinking fund or similar deposit) on account of any of the foregoing, or entering into any other arrangement having a similar effect, or resolving to do so; or

paying, repaying or prepaying any principal, interest or other amount on or in respect of, or redeeming, purchasing, acquiring or defeasing, any Financial Indebtedness (whether on account of principal, interest, fees or otherwise), owed actually or contingently by a Group Member to the Parent, any Subordinated Creditor (as defined in the Security Trust Agreement) or any of the shareholder(s) of the Parent.

held in Taipei or any other jurisdiction reasonably satisfactory to the Facility Agent by the Borrower with the Facility Agent (or an Affiliate thereof specified by the Facility Agent);

subject to fixed Security in favour of the Security Agent which Security is in form and substance satisfactory to the Facility Agent and the Security Agent;

identified in writing (including in a Transaction Security Document) between (i) the Borrower and (ii) the Facility Agent or the Security Agent as the “DSRA”; and

from which no withdrawals may be made by any Transaction Obligor or any Group Member except as contemplated by this Agreement,

air (including air within natural or man-made structures, whether above or below ground);

water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including land under water).

any breach, or alleged breach, of any Environmental Law; or

any accident, fire, explosion or other event of any type involving the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including any waste.

the pollution or protection of the Environment;

the conditions of the workplace;

community welfare and/or land or property rights;

occupational health and safety; or

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including any waste.

any share of any class or capital stock of or equity interest (including any partnership interest) in such person or any depositary receipt in respect of any such share, capital stock or equity interest; or

any security convertible or exchangeable (whether at the option of the holder thereof or otherwise and whether such conversion is conditional or otherwise) into any such shares, capital stock, equity interest or depositary receipt, or any depositary receipt in respect of any such security; or

any option, warrant or other right to acquire any such share, capital stock, equity interest, security or depositary receipt or security referred to in the foregoing paragraphs (a) and/or (b) above.

the US Executive Order No. 13224 on Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, which came into effect on 23 September 2001, as amended;

the US Executive Order No. 13590 of 21 November 2011 authorising the imposition of certain sanctions with respect to the provision of goods, services, technology or support for Iran’s energy and petrochemical sectors; and

any other US Executive Order issued and in effect in connection with restrictions on the export of goods or economic or trade sanctions from time to time.

in relation to an Original Lender, the amount in USD set opposite its name under the heading “Facility A Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Facility A Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Lender, the amount in USD of any Facility A Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

in relation to an Original Lender, the amount in USD set opposite its name under the heading “Facility B Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Facility B Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Lender, the amount in USD of any Facility B Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

in respect of a Lender, the office or offices notified by that Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; and

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the United States Internal Revenue Service, the government of the United States of America or any governmental or taxation authority in any other jurisdiction.

the fee letter dated on or about the date of this Agreement between the Mandated Lead Arranger and the Borrower;

any agreement setting out fees payable to a Finance Party referred to in Clause 13 (Fees) or paragraph (f) of Clause 2.2 (Increase); and/or

any agreement setting out any other fees payable to a Finance Party referred to in this Agreement or under any other Finance Document.

the definition of “Material Adverse Effect”;

paragraph (a) of the definition of “Permitted Transaction”;

the definition of “Transaction Document”;

the definition of “Transaction Security Document”;

paragraph (a)(iv) of Clause 1.2 (Construction);

Clause 2.3 (Finance Parties’ rights and obligations);

Clause 2.4 (Obligors’ Agent);

Clause 19 (Guarantee and indemnity);

the definition of “Guarantees”;

Clause 24 (Events of Default) (other than Clause 24.19 (Acceleration));

Clause 32 (Set-off); and

describing the secured obligations under any Transaction Security Document.

the definition of “Secured Parties”;

paragraph (c) of the definition of “Material Adverse Effect”;

paragraph (a)(i) of Clause 1.2 (Construction);

Clause 19 (Guarantee and indemnity);

the definition of “Guarantees”;

Clause 2.3 (Finance Parties’ rights and obligations);

Clause 2.4 (Obligors’ Agent);

Clause 29 (Conduct of business by the Finance Parties); and

Clause 32 (Set-off).

moneys borrowed;

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

any note purchase facility or the issue of bonds (but not Trade Instruments), notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of Finance Leases;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution (but not, in any case, Trade Instruments) in respect of any underlying liability of an entity which is not a Group Member;

any amount raised by the issue of shares or Equity Interests which are redeemable (other than at the option of the issuer thereof) before the Termination Date or are otherwise classified as borrowings under the Accounting Principles;

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into that agreement is to raise finance or to finance the acquisition or construction of the applicable asset or service in question or (ii) that agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of such supply;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing (excluding any such transaction which is expressly excluded under another paragraph of this definition) or are otherwise classified as borrowings under the Accounting Principles; and

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above,

any Future Target (in respect of any Future Acquisition) and its Subsidiaries from time to time; and

any Future Acquisition SPV (as defined in the definition of “Permitted Acquisition”) and its Subsidiaries from time to time,

any guarantee or indemnity given by any Obligor under Clause 19 (Guarantee and indemnity);

the Guarantee (WFOE Guarantor);

the Guarantee (VIE Entity); and

any guarantee or indemnity given by any person (other than a Finance Party) in favour of the Facility Agent, the Security Agent or all of the Finance Parties (in each case in form and substance satisfactory to the Facility Agent) in respect of the obligations of the Borrower under the Finance Documents,

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for such payment;

the Facility Agent otherwise rescinds or repudiates a Finance Document;

(if the Facility Agent is also a Lender) it is a Defaulting Lender under paragraph (a), (b) or (c) of the definition of “Defaulting Lender”; or

an Insolvency Event has occurred and is continuing with respect to the Facility Agent;

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

in relation to any Incremental Facility Original Lender that is party to any Incremental Facility Increase Confirmation (relating to such Incremental Facility), the aggregate amount of “Relevant Commitment” in respect of such Incremental Facility as specified in each Incremental Facility Increase Confirmation (relating to such Incremental Facility) to which it is a party and the amount of any other Incremental Facility Commitment (in respect of such Incremental Facility) transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Lender, the amount of any Incremental Facility Commitment (in respect of such Incremental Facility) transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

information relating to the Group and the Finance Documents (and related transactions) held by that Lender is not disclosed to any person who is or who is acting on behalf of either a Competitor or an investor or equity holder in a Competitor (that has Control over such Competitor) or who is engaged in any merger and acquisition or other advisory activity in relation to or on behalf of a Competitor; and

information available to any team or employee of that Lender who is or who is acting on behalf of either a Competitor or an investor or equity holder in a Competitor (that has Control over such Competitor) or who is engaged in any merger and acquisition or other advisory activity in relation to a Competitor is not disclosed to any team or employee of that Lender acting in relation to the Group or the Finance Documents (and related transactions).

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009 or in each case, any equivalent legislation in any relevant jurisdiction;

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains such possession, or any such distress, execution, attachment, sequestration or other legal process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

causes or is subject to any event with respect to which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

the benefit of all applications and rights to use any or all of the rights and/or items referred to paragraph (a) from time to time and which may now or in the future subsist,

in relation to the Facility A Loan or a Facility B Loan, each period determined in accordance with Clause 11 (Interest Periods);

in relation to any Incremental Facility Loan under any Incremental Facility, each period determined in accordance with the Incremental Facility Notice in respect of such Incremental Facility (subject to Clause 2.5 (Incremental Facilities)); and/or

in relation to an Unpaid Sum, each period determined in accordance with Clause 10.3 (Default interest).

interest accruing on the Facility A Loan during the period of six (6) Months from such date;

interest accruing on all Facility B Loans (outstanding as at such date) during the period of six (6) Months from such date; and

(in relation to any Incremental Facility Loan under any Incremental Facility) interest reserve requirement determined in accordance with the Incremental Facility Notice in respect of such Incremental Facility (subject to Clause 2.5 (Incremental Facilities))

(in the case of a Term Loan) the amount of such Term Loan shall not be reduced or repaid at any time during such period (other than repayment of such Loan in accordance with Clause 6 (Repayment));

(in the case of a Facility B Loan) such Facility B Loan will remain outstanding throughout and will not be repaid at any time during such period (other than repayment on the Termination Date in respect of Facility B); and

the rate of interest applicable to each Loan throughout such period shall be the rate of interest applicable to such Loan as at such date of calculation.

the rate per annum that is equal to the applicable Screen Rate (for the currency of such Loan or such Unpaid Sum) for the longest period (for which that Screen Rate is available) which is less than the length of such Interest Period; and

the rate per annum that is equal to the applicable Screen Rate (for the currency of such Loan or such Unpaid Sum) for the shortest period (for which that Screen Rate is available) which exceeds the length of such Interest Period,

the principle that equitable remedies are remedies which may be granted or refused at the discretion of a court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors;

the time barring of claims under applicable limitation laws and defences of acquiescence, set-off or counterclaim (including the Limitation Acts) and the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void;

the principle that in certain circumstances security granted by way of fixed charge may be recharacterised as a floating charge or that security purported to be constituted as an assignment may be recharacterised as a charge;

the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

the principle that the creation or purported creation of security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of such contract or agreement over which security has purportedly been created;

similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

any other general principles which are set out as qualifications or reservations (howsoever described) as to matters of law of general application in the Legal Opinions.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 2.2 (Increase), paragraph (e) of Clause 2.5 (Incremental Facilities) or Clause 25 (Changes to the Lenders),

the applicable Screen Rate as of the Specified Time on the Quotation Day for the currency of such Loan or such Unpaid Sum and for a period equal in length to such Interest Period;

(if a Screen Rate is available for the currency of such Loan or such Unpaid Sum but is not available for such Interest Period (provided that a Screen Rate is available for such currency for both a period longer and a period shorter than such Interest Period)) the Interpolated Screen Rate in respect of such Loan or such Unpaid Sum and such Interest Period; or

(if (i) no Screen Rate is available for the currency of such Loan or such Unpaid Sum and (ii) no Screen Rate is available for such currency for both a period longer and a period shorter than such Interest Period) the Reference Bank Rate in respect of such Loan or such Unpaid Sum and such Interest Period,

any licence fees (whether in respect of Intellectual Property or otherwise), consultancy fees, service fees or other fees from time to time payable by any Onshore Group Member (including any VIE Group Member) to or to the order of any Group Member (that is not a VIE Group Member); and

any amount from time to time payable by any Onshore Group Member (including any VIE Group Member) to or to the order of any Group Member (that is not a VIE Group Member) under or pursuant to the Licence Documents.

the consulting service agreement dated 28 June 2019 between Rise HK and the WFOE Guarantor;

the license agreement dated 5 October 2011 between the Cayman Guarantor and the WFOE Guarantor;

the license agreement dated 28 June 2019 between the WFOE Guarantor and the VIE Entity;

the service agreement dated 28 June 2019 between the VIE Entity and the WFOE Guarantor; and

any other agreement or contract pursuant to which any Group Member (that is not a VIE Group Member) grants any licence or provides any service to any Onshore Group Member (including any VIE Group Member) or is entitled to receive any licence fee, consultancy fee, service fee or other fee or payment in connection with any such licence or service,

(for the purposes of paragraph (a) of Clause 37.2 (Required consents) in the context of a waiver in relation to a proposed Utilisation of Facility B (other than the Initial Utilisation Date) of the condition in Clause 4.2 (Further conditions precedent)), a Lender or Lenders whose Facility B Commitments aggregate more than 66²⁄₃ per cent. of the Total Facility B Commitments; and

(in any other case), a Lender or Lenders whose Commitments aggregate more than 66²⁄₃ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²⁄₃ per cent. of the Total Commitments immediately prior to that reduction).

no Event of Default is continuing;

a period of at least six (6) Months has expired since the Initial Utilisation Date;

Leverage in respect of the then Most Recent Relevant Period is within a range set out below; and

the last day of such Most Recent Relevant Period falls on a date after the Initial Utilisation Date,

Leverage

Greater than or equal to 3.00:1

Less than 3.00:1 but greater than or equal to 2.00:1

Less than 2.00:1

(in the case of the Facility A Loan) any increase or decrease in the Margin for the Facility A Loan shall take effect on the date which is the first day of the next Interest Period for the Facility A Loan after receipt by the Facility Agent of the Compliance Certificate for that Most Recent Relevant Period pursuant to Clause 21.2 (Provision and contents of Compliance Certificate);

(in the case of a Facility B Loan) any increase or decrease in the Margin shall take effect only in respect any Facility B Loan which Utilisation Date (including the Utilisation Date for any Rollover Loan made pursuant to automatic rollover) occurs after receipt by the Facility Agent of the Compliance Certificate for that Most Recent Relevant Period pursuant to Clause 21.2 (Provision and contents of Compliance Certificate);

while an Event of Default is continuing, the Margin for any Initial Facility Loan shall be the highest percentage per annum set out above for such Initial Facility Loan; and

for the purpose of determining the Margin, Leverage and Relevant Period shall be determined in accordance with Clause 22.1 (Financial definitions).

the business, assets or financial condition of the Group (taken as a whole);

the ability of the Obligors (taken as a whole) to perform their payment obligations under any Finance Document; or

subject to the applicable Legal Reservations and any Perfection Requirements (that are not overdue), the validity or the enforceability of any Finance Document (in each case, in accordance with its terms) in a manner which would be materially adverse to the interests of the relevant Finance Parties under the Finance Documents taken as a whole, provided that, in each case under this paragraph (c), if capable of remedy, the applicable event or circumstance giving rise to such material adverse effect is not remedied within 20 Business Days of an Obligor first becoming aware of such event or circumstance or being given notice of such event or circumstance by the Facility Agent.

(subject to paragraph (c) below) if such numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day in that calendar month in which that period is to end;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month in which that period is to end; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

any Distribution by any or all of the Onshore Group Members paid or made by one or more of the Onshore Group Members to or in favour of any or all of the other Transaction Obligors, the Offshore Group Members and the holders of Equity Interests in any or all of the Onshore Group Members; and

any amount paid or made available by any or all of the Onshore Group Members to or in favour of any or all of the Transaction Obligors, the Offshore Group Members and/or the holders of Equity Interests in any or all of the Onshore Group Members by way of loans, advances, cash pooling and/or other equivalent means.

the unaudited consolidated financial statements of the Listco for the Financial Quarter ended 30 September 2020;

the unaudited consolidated financial statements of the Group for the Financial Quarter ended 30 September 2020;

the unaudited combined consolidated financial statements of the WFOE Guarantor for the Financial Quarter ended 30 September 2020; and

the financial statements (if any) of any Additional Guarantor delivered pursuant to Part II of Schedule 2 (Conditions Precedent).

in relation to each of the Parent, the Borrower and the Cayman Guarantor, the Cayman Islands;

in relation to each of Rise HK, Edge Franchising and Edge Online, Hong Kong;

in relation to each of the WFOE Guarantor and the VIE Entity, the PRC;

in relation to an Additional Guarantor, the jurisdiction under whose laws that Additional Guarantor is incorporated or established as at the date on which that Additional Guarantor becomes party hereto as a Guarantor; or

in relation to any other Transaction Obligor, the jurisdiction under whose laws that Transaction Obligor is incorporated or established as at the date on which that Transaction Obligor becomes a Transaction Obligor.

enters into any sub-participation in respect of;

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of; or

enters into a credit derivative (including a credit default swap or credit linked note), total return swap in respect of,

an acquisition by a Group Member of an asset sold, leased, transferred or otherwise disposed of by another Group Member in circumstances constituting a Permitted Disposal or Permitted Transaction;

the making or purchase of any Cash Equivalent Investments;

the acquisition by a Group Member of the issued share capital of a limited liability company (including by way of formation) which has not traded prior to the date of such acquisition, provided that (i) such limited liability company becomes wholly-owned by Group Member upon such acquisition and (ii) the aggregate consideration for such acquisition shall be nominal;

an acquisition by a Group Member of (1) the issued voting share capital or other applicable ownership interests of a person (incorporated with limited liability) following which more than 50% of the aggregate voting share capital or other applicable ownership interests in such person is or are beneficially owned by such Group Member or (2) more than 50% of the beneficial ownership of any business or undertaking carried on as a going concern (such person referred to in (1) or such business or undertaking referred to in (2) being the “Future Acquisition Target”), in each case subject to the following conditions:

no Event of Default is continuing or would occur as a result of such acquisition, as at the closing date of such acquisition;

the Future Acquisition Target and its Subsidiaries (if any) (taken as a whole):

is engaged in a business the general nature of which is substantially the same as or complementary to that carried on by the Group or a material part of the Group; and

was not a Group Member and was not owned by a Group Member prior to such acquisition;

(in the case of (2) above) such acquisition is made by a Group Member that is set up (pursuant to paragraph (c)) specifically for the purpose of such acquisition and does not have any assets (other than such interest in the Future Acquisition Target to be acquired) (a “Future Acquisition SPV”);

the earnings before Tax, depreciation and amortisation of such Future Acquisition Target (calculated on the same basis as EBITDA (applying mutatis mutandis, as if any reference in the definition of EBITDA and/or any related definition to (A) the Borrower were a reference to such Future Acquisition Target or (B) the Group were a reference to such Future Acquisition Target and its Subsidiaries (if any)), and (in the case of a Future Acquisition Target that is a business or undertaking) as if such Future Acquisition Target constituted a separate legal entity)) (the “Target EBITDA” in respect of such Future Acquisition Target) for the 12-month period immediately prior to such acquisition are positive, or, if such Target EBITDA in respect of such Future Acquisition Target is negative, (X) it is not negative by more than U.S.$3,000,000 (or its equivalent) or (Y) such acquisition is entirely funded from Acceptable Funding Sources that have not been applied towards other purposes (except for being injected or made available to the applicable Group Member) and the directors of the Borrower are of the reasonable opinion that the Target EBITDA in respect of such Future Acquisition Target will, within the 18-month period following such acquisition, be positive;

the Borrower would have remained in compliance with its obligations under Clause 22.2 (Financial condition) if the requirements thereunder were re-calculated on a pro forma basis for the Most Recent Relevant Period ending immediately prior to the closing date of such acquisition and, for the purposes of such re-calculation, consolidating the financial statements of such Future Acquisition Target (consolidated if it has Subsidiaries and (in the case where such Future Acquisition Target is a business or undertaking) prepared as if such Future Acquisition Target constituted a separate legal entity) with the consolidated financial statements of the Group for such Most Recent Relevant Period on a pro forma basis and as if (A) the Total Purchase Price in respect of such acquisition had been paid and incurred and such acquisition had been consummated at the start of that Most Recent Relevant Period and (B) (if that Most Recent Relevant Period ends prior to the First Test Date) the financial covenants under Clause 22.2 (Financial condition) applicable to that Most Recent Relevant Period were the financial covenants under Clause 22.2 (Financial condition) applicable to the First Test Date;

if the Total Purchase Price of that acquisition (except to the extent funded from Acceptable Funding Sources (that do not, for the avoidance of doubt, include any proceeds of any Permitted Financial Indebtedness or any Incremental Facility)) is greater than an amount equal to 30 per cent. of EBITDA of the Group (excluding, for the avoidance of doubt, the Target EBITDA in respect of such Future Acquisition Target and Relevant Synergies) for the Most Recent Relevant Period ending immediately prior to the closing date of such acquisition, (A) formal due diligence reports (on a non-reliance basis) in respect of such acquisition and/or such Future Acquisition Target (and/or its Subsidiaries) and (B) copies of board papers (if any) of any Group Member prepared in connection with such acquisition are delivered to the Facility Agent (provided that, irrespective of the Total Purchase Price of that acquisition, if any formal due diligence report is actually prepared in respect of that acquisition, copies of such due diligence report (on a non-reliance basis) shall be delivered to the Facility Agent);

if such Future Acquisition Target or Future Acquisition SPV is incorporated or established outside the PRC, either (A) such Future Acquisition Target or Future Acquisition SPV and each of its Subsidiaries which are incorporated or established outside the PRC shall become party to this Agreement as an Additional Guarantor in accordance with Clause 27.2 (Additional Guarantors) or (B) the Group Member making such acquisition (in the case of (1) above) or each of the holder(s) and beneficial owner(s) of Equity Interest in such Future Acquisition SPV (in the case of (2) above) is the Cayman Guarantor or a HK Guarantor or a Subsidiary of the Cayman Guarantor or a HK Guarantor;

if such Future Acquisition Target or Future Acquisition SPV is incorporated or established in the PRC, the Group Member making such acquisition (in the case of (1) above) or each of the holder(s) and beneficial owner(s) of Equity Interest in such Future Acquisition SPV (in the case of (2) above) is the Cayman Guarantor or a HK Guarantor or a Subsidiary of the Cayman Guarantor or a HK Guarantor;

(unless (i) the Group Member making such acquisition (in the case of (1) above) or each of the holder(s) and beneficial owner(s) of Equity Interest in such Future Acquisition SPV (in the case of (2) above) is the Cayman Guarantor or a HK Guarantor or a Subsidiary of the Cayman Guarantor or a HK Guarantor and (ii) no Additional Guarantor Notice is or will be given in respect of such Future Acquisition Target or any of its Subsidiaries) less than 50% of the assets of such Future Acquisition Target and its Subsidiaries (if any, on a consolidated basis) comprise minority interests in any other entity or asset; and

the Borrower shall deliver to the Facility Agent not later than 15 Business Days after the closing date of that acquisition a certificate signed by a director of the Borrower in form and substance satisfactory to the Facility Agent confirming or demonstrating (with calculations giving reasonable detail) that each of the conditions set out in paragraphs (d)(iv) and (d)(v) have been met and to which is attached a copy of the latest audited accounts of such Future Acquisition Target or, if such accounts are not available, evidence (in the form of financial due diligence report or similar materials prepared by independent third parties on a non-reliance basis) demonstrating the amounts relating to such Future Acquisition Target and/or its Subsidiaries used in the computations under paragraphs (d)(iv) and (d)(v) (in the case where such Future Acquisition Target is a business or undertaking, as if such Future Acquisition Target had constituted a separate legal entity);

an acquisition by the Parent of ordinary shares in the Borrower pursuant to a Permitted Share Issue by the Borrower;

an acquisition by a Group Member of Equity Interests in a Group Member (other than the Borrower) pursuant to a Permitted Share Issue by such latter-mentioned Group Member;

an acquisition by the WFOE Guarantor of Equity Interests in the VIE Entity pursuant to the terms of the VIE Contracts; and/or

an acquisition with the prior consent of the Majority Lenders.

of assets by any Group Member in its ordinary course of day-to-day business;

of assets (other than any Equity Interests, businesses, Real Property, Intellectual Property, any right under any VIE Contract or any interest in any of the foregoing) by any Group Member in exchange for other assets comparable or superior as to type, value or quality;

of surplus, obsolete or redundant assets (other than any Equity Interests, businesses or undertakings, Real Property, Intellectual Property, any right under any VIE Contract or any interest in any of the foregoing) by any Group Member for cash;

of cash not otherwise prohibited under the Finance Documents;

of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

constituted by the making of any Permitted Loan or Permitted Distribution or arising as the result of any Permitted Security;

that is made with the prior consent of the Majority Lenders;

of Equity Interests in the VIE Entity to the WFOE Guarantor pursuant to the terms of the VIE Contracts;

of any asset by a Group Member (the “Disposing Company”) to another Group Member (the “Acquiring Company”), provided that:

if the Disposing Company had given Transaction Security over that asset, the Acquiring Company gives equivalent Transaction Security over that asset;

(A) if the Disposing Company is not a Future Target Group Member, the Acquiring Company is not a Future Target Group Member and (B) if the Disposing Company is a Future Target Group Member, the Acquiring Company is a Future Target Group Member;

if the Disposing Company is not a VIE Group Member, the Acquiring Company is not a VIE Group Member; and

the Ownership Percentage in respect of the Acquiring Company is not less than the Ownership Percentage in respect of the Disposing Company;

constituted by (i) any licence of Intellectual Property in the ordinary course of day-to-day business, (ii) any licence of Intellectual Property by (A) a Group Member (that is not a VIE Group Member) in favour of the WFOE Guarantor or a VIE Group Member pursuant to any VIE Contract or (B) a VIE Group Member in favour of another VIE Group Member pursuant to any VIE Contract or (iii) termination of any licence of Intellectual Property no longer required for the Group’s business;

constituted by a disposal of assets by an Onshore Group Member pursuant to a sale and leaseback or similar arrangement to facilitate a Finance Lease (in respect of such assets) of such Onshore Group Member permitted under paragraph (d) of the definition of “Permitted Financial Indebtedness” where such assets disposed of are leased or acquired by an Onshore Group Member pursuant to such Finance Lease;

of assets which are seized or nationalised or any disposal of any asset made to comply with an order of any Governmental Authority or any applicable law or regulation, provided that, in each case, such seizure, nationalisation or disposal would not constitute or give rise to any event or circumstance set out in Clause 24.8 (Creditors’ process) and/or Clause 24.14 (Expropriation);

constituted by any close out or other disposal of an interest in any hedging transaction effected (if applicable), in each case, in compliance with the Security Trust Agreement; and/or

of assets by any Onshore Group Member (that is not permitted by any of paragraphs (a) to (m) above, and that does not constitute any sale, lease, licence, transfer or other disposal (i) by a Group Member (that is not a Future Target Group Member) to a Future Target Group Member or (ii) by a Future Target Group Member to a Group Member that is not a Future Target Group Member) for cash where the higher of the market value and consideration (net of applicable costs and Taxes) receivable in respect of such sale, lease, licence, transfer or other disposal (when aggregated with the higher (in each case) of the market value and consideration (net of applicable costs and Taxes) receivable for any and all other sales, leases, licences, transfers and/or other disposals by any or all Onshore Group Members made on or after the date of this Agreement and not falling within any of paragraphs (a) to (m) above) does not exceed U.S.$8,000,000 (or its equivalent),

any Equity Interest in any Transaction Obligor or any Group Member (other than a Future Target Group Member) or any Intellectual Property (except, in the case of Intellectual Property, for any disposal falling within paragraph (j));

any rights in respect of, or any amount standing to the credit of the DSRA (excluding any application of any such amount in accordance with the provisions of the Finance Documents); or

any right to receive any Onshore Distributions or any Licence and Consultancy Fees or any right or claim under, or the proceeds of any right or claim under, any VIE Contract.

by a Group Member (other than the Borrower and the VIE Entity) to the holders of equity interests in such Group Member in cash, provided that the amount of any such Distribution to any such holder (that is not a Group Member that is wholly-owned directly or indirectly by the Borrower) does not exceed such holder’s proportionate share of such equity interests in the Group Member making such Distribution;

by the Parent to its shareholders, provided that such Distribution is not in breach of the Security Trust Agreement;

by a VIE Group Member in favour of another Group Member (that is not a VIE Group Member and that is not a Future Target Group Member) pursuant to the terms of the applicable VIE Contracts;

by a Group Member to any Holding Company of any Group Member for (i) the payment of any administrative costs and office expenses, directors remuneration and fees, professional fees or regulatory costs (in each case relating to any Group Member or any such Holding Company) or (ii) the payment of any Taxes incurred and payable by such Group Member or such Holding Company, provided that (in each case) the aggregate amount of any and all Distributions made or to be made by any or all Group Members pursuant to this paragraph (d) shall not exceed U.S.$800,000 (or its equivalent) in aggregate in any Financial Year of the Borrower;

in cash by the Borrower to the Parent or a Holding Company of the Parent from distributable profits of the Borrower after the expiry of 12 months after the Initial Utilisation Date, and subject to the conditions that (i) no Event of Default is continuing at the time of declaration of such Distribution or would result from that Distribution being made, (ii) the aggregate amount of such Distributions in any Financial Year (“Relevant Financial Year”) shall not exceed the amount equal to (A) the Consolidated After-Tax Net Income for the Financial Year immediately prior to such Relevant Financial Year less (B) a percentage of the Consolidated After-Tax Net Income for that immediately prior Financial Year (as set out in the table below beside the Leverage for the Relevant Period ending on the last day of such immediately prior Financial Year) (the amount under (B) being the “Required Prepayment Amount”) and (iii) such Required Prepayment Amount has been applied towards voluntary prepayment of the Loans in accordance with Clause 7.3 (Voluntary prepayment) during such Relevant Financial Year and no later than the time of such Distribution:

Leverage

Equal to or less than 2.0:1

Greater than 2.0:1 but equal to or less than 3.0:1

Greater than 3.0:1

constituted by the payment in cash by any Group Member (or a Holding Company of a Group Member) to the Sponsor of a management fee per annum plus any Indirect Tax thereon (if applicable) plus reasonable expenses incurred by the Sponsor in connection with the Group (collectively “Management Fees”) not exceeding US$1,000,000 (or its equivalent) in aggregate in any Financial Year; and/or

with the prior written consent of the Majority Lenders.

any Financial Indebtedness:

arising under any of the Finance Documents (as defined in the Existing Facilities Agreement), provided that such Financial Indebtedness is discharged in full on or prior to the Initial Utilisation Date;

arising under any Finance Document or a Parent Loan; or

constituting New Shareholder Injections,

any Financial Indebtedness:

arising under a Permitted Loan (excluding paragraph (b) of the definition of “Permitted Loan”);

arising under a Permitted Guarantee (excluding paragraph (e) of the definition of “Permitted Guarantee”); or

constituted by any Permitted Hedging Transaction;

any Financial Indebtedness of any person that becomes a Group Member pursuant to a Future Acquisition, which Financial Indebtedness is incurred under arrangements in existence at the date of such Permitted Acquisition, but not incurred or increased (other than pursuant to the accrual of interest) or having its maturity date extended in contemplation of, or since, that Permitted Acquisition, and outstanding only for a period of not more than three months following the date of such Permitted Acquisition, unless such Financial Indebtedness is permitted to remain outstanding pursuant to another paragraph of this definition;

any Indebtedness for Borrowed Money of any Onshore Group Member (owing to a person that is not a Group Member) under finance or capital leases by such Onshore Group Member of vehicles, plant, equipment or computers, and any renewals and/or replacements thereof (each in the form of a finance or capital lease) by such Onshore Group Member, provided that the aggregate outstanding capital value and/or amount of any and all such leases (including any renewals and/or replacements thereof) by Onshore Group Members does not exceed U.S.$1,600,000 (or its equivalent in other currencies) at any time;

any Indebtedness for Borrowed Money of any Group Member (other than the Borrower) (i) constituting any earn out or deferred consideration payable by such Group Member to the seller in respect of a Permitted Acquisition by such Group Member (where payment of such earn out or deferred consideration is based on performance of the applicable business (the subject of such Permitted Acquisition)) so long as such earn out or such deferred consideration is permitted (and included in the calculation of the Total Purchase Price in respect of such Permitted Acquisition) pursuant to, and such Permitted Acquisition falls within, paragraph (d) of the definition of “Permitted Acquisition” or (ii) arising in connection with any other deferred consideration in connection with any Permitted Acquisition by such Group Member, provided that such deferral is not made or entered into for the purpose of raising Financial Indebtedness and such deferral is for less than 120 days;

any Indebtedness for Borrowed Money of any Onshore Group Member (owing to a person that is not a Group Member), provided that the aggregate outstanding principal amount of such Indebtedness for Borrowed Money when aggregated with the aggregate outstanding principal amount of any and all other Indebtedness for Borrowed Money of any or all Onshore Group Members (other than any permitted under any of paragraphs (a) to (e) above), (i) does not exceed U.S.$8,000,000 (or its equivalent in other currencies) at any time and (ii) the Borrower would have remained in compliance with its obligations under Clause 22.2 (Financial condition) if the requirements thereunder were re-calculated on a pro forma basis for the Most Recent Relevant Period (as at the incurrence of such Indebtedness for Borrowed Money) taking into account the incurrence of such Indebtedness for Borrowed Money (as if (A) such Indebtedness for Borrowed Money were incurred as at the commencement of and remained outstanding throughout such Most Recent Relevant Period and (B) (if that Most Recent Relevant Period ends prior to the First Test Date) the financial covenants under Clause 22.2 (Financial condition) applicable to that Most Recent Relevant Period were the financial covenants under Clause 22.2 (Financial condition) applicable to the First Test Date); and/or

any Financial Indebtedness incurred with the prior written consent of the Majority Lender.

any guarantee arising under:

any of the Finance Documents; or

any of the Finance Documents (as defined in the Existing Facilities Agreement) provided that all of the Financial Indebtedness thereunder is discharged in full on or prior to the Initial Utilisation Date;

any guarantee by any Group Member constituted by any performance or similar bond guaranteeing the performance by such Group Member (or counter-indemnifying any financial institution which has guaranteed such performance by such Group Member) under any contract entered into by such Group Member in the ordinary course of day-to-day business and not relating to Financial Indebtedness, provided that the maximum aggregate liabilities (actual or contingent) of any and all Group Members under any or all such guarantees and counter-indemnities do not at any time exceed U.S.$1,600,000 (or its equivalent in other currencies);

the endorsement of negotiable instruments by any Onshore Group Member in the ordinary course of its day-to-day business;

a guarantee by any Onshore Group Member (the “Guarantor Company”) in respect of obligations or Financial Indebtedness (which obligations or Financial Indebtedness are permitted to subsist pursuant to the terms of this Agreement) of an Onshore Group Member (the “Guaranteed Company”) (including any performance or similar bond given by the Guarantor Company guaranteeing performance by the Guaranteed Company under any contract), but provided that the maximum aggregate liabilities (actual or contingent) of the Guarantor Company under such guarantee, when aggregated with the maximum aggregate liabilities (actual or contingent) of any and all Group Members under any or all other guarantees falling within this paragraph (d), do not exceed U.S.$8,000,000 (or its equivalent in other currencies) at any time;

any guarantee constituted by Permitted Financial Indebtedness (other than paragraph (b)(ii) of the definition of “Permitted Financial Indebtedness”);

any guarantee granted with the prior written consent or approval of the Majority Lenders;

any customary indemnity given by a Group Member in favour of the applicable hedging counterparty in respect of a Permitted Hedging Transaction entered into by such Group Member;

any indemnity (not constituting Financial Indebtedness) given by a Group Member (other than the Borrower) in the ordinary course of the documentation of an acquisition or disposal transaction by such Group Member which is a Permitted Acquisition or Permitted Disposal which indemnity is in a customary form and subject to customary limitations;

customary indemnities (not constituting Financial Indebtedness) given by a Group Member in favour of directors and officers of such Group Member in their capacity as such and in connection with the performance of their duties to the Group;

customary indemnities (not constituting Financial Indebtedness) to (i) professional advisers and consultants under their standard terms of business or (ii) other service providers subject to customary limitations;

a guarantee by a Group Member of another Group Member (that is incorporated in the same jurisdiction or Tax resident in the same jurisdiction as such first-mentioned Group Member) mandatorily arising under Tax or corporate legislation and not as a result of any default or omission by any Group Member;

customary indemnities (not constituting Financial Indebtedness) given by a Group Member in mandate, engagement and commitment letters entered into in respect of Permitted Financial Indebtedness to be incurred by such Group Member;

any guarantee granted by any person that becomes a Group Member (pursuant to a Permitted Acquisition) after the Initial Utilisation Date, where that guarantee:

is granted prior to the date of that Permitted Acquisition;

is not granted, and the aggregate liability thereunder is not increased, and its maturity or expiry date (if any) is not extended, in contemplation of, or since, that Permitted Acquisition; and

is released within three months of the date of that Permitted Acquisition (unless such guarantee is permitted to subsist pursuant to another paragraph of this definition); or

any customary indemnities given by a Group Member in favour of its landlords pursuant to the terms of the applicable lease of Real Property entered into by such Group Member on arm’s length terms and in the ordinary course of business and not relating to Financial Indebtedness;

any guarantee or indemnity given by any Group Member in favour of another Group Member pursuant to any VIE Contract; and/or

any guarantee granted with the prior written consent or approval of the Majority Lenders,

contemplated by the Hedging Principles;

entered into in the ordinary course of business of a Group Member (other than the Borrower) for the purpose of hedging anticipated exposures of such Group Member and not for speculative purposes; and/or

approved by the Majority Lenders.

any trade credit extended by a Group Member to its customers, and any advance payment by a Group Member (for goods and services supplied to it) to its suppliers, (in each case) on normal commercial terms and in the ordinary course of its day-to-day business;

any loan constituted by the making available of Financial Indebtedness by a Group Member to a Group Member, which Financial Indebtedness constitutes Permitted Financial Indebtedness (excluding any Financial Indebtedness falling within paragraph (b)(i) of the definition of “Permitted Financial Indebtedness”);

a loan or credit by a Group Member (the “Creditor Company”) to another Group Member (the “Debtor Company”), but provided that (i) (if the Creditor Company is a Relevant Obligor) the Debtor Company shall be a Relevant Obligor, (ii) (if the Creditor Company is not a Future Target Group Member) the Debtor Company is not a Future Target Group Member, (iii) (if the Creditor Company is an Onshore Group Member) the Debtor Company is an Onshore Group Member and (iv) the aggregate outstanding principal amount of such loan or credit, when aggregated with the outstanding principal amount of any and all such other loans and credits by any or all Group Members falling within this paragraph (c), does not exceed U.S.$8,000,000 (or its equivalent in other currencies) at any time;

any Parent Loan;

a loan made by the Borrower to the Parent to the extent that the amount so lent would have been a Permitted Distribution if distributed by way of dividend, provided that the making of such loan shall be deemed to constitute a dividend by the Borrower to the Parent for the purposes of Clause 23.16 (Dividends and share redemption) and the definition of “Permitted Distribution”;

any loan made by the Parent to its shareholders, provided that such Distribution is not in breach of the Security Trust Agreement;

any loan or credit constituted by any deferred consideration payable by a purchaser in respect of any Permitted Disposal by a Group Member to such purchaser made on arm’s length terms;

any loan or credit constituted by the VIE Nominees Loan(s) or any Permitted Transaction;

any loan made by a Group Member to an employee or director of a Group Member, provided that (i) the amount of that loan when aggregated with the amount of all other loans by any or all of Group Members under this paragraph (i) does not exceed U.S.$800,000 (or its equivalent in other currencies) at any time and (ii) no such loan may be made by a Group Member (that is not a Future Target Group Member) to any employee or director of a Future Target Group Member (but this shall not prevent any loan to any employee or director of a Future Target Group Member that is also an employee or a director of a Group Member that is not a Future Target Group Member);

a loan or credit owing by a Group Member (the “Group Cash Debtor”) to another Group Member (the “Group Cash Creditor”) constituted by cash pooling arrangements entered into between such Group Members, provided that:

(A) if the Group Cash Creditor is not a Future Target Group Member, the Group Cash Debtor is not a Future Target Group Member and (B) if the Group Cash Creditor is a Future Target Group Member, the Group Cash Debtor is a Future Target Group Member;

if the Group Cash Creditor is not a VIE Group Member, the Group Cash Debtor is not a VIE Group Member; and

the Ownership Percentage in respect of the Group Cash Debtor is not less than the Ownership Percentage in respect of the Group Cash Creditor;

a loan or credit made by a Group Member to any of its franchisees, provided that the amount of that loan when aggregated with the amount of all other loans by any or all of Group Members under this paragraph (l) does not exceed U.S.$8,000,000 (or its equivalent) at any time; and/or

any loan which is approved by the Majority Lenders.

(i) any Transaction Security, (ii) any Existing Security (other than the Existing PRC Security) provided that such Existing Security is released by no later than the Initial Utilisation Date, and (iii) any Existing PRC Security provided that such Existing PRC Security is released by no later than the Initial Utilisation Date and de-registered with the applicable governmental authority of PRC by no later than the time specified in Clause 23.29 (Conditions subsequent);

any lien arising by operation of law and in the ordinary course of day-to-day business and not as a result of any default or omission by any Transaction Obligor or any Group Member;

any netting or set-off arrangement entered into by any Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of Group Members but only so long as:

such arrangement does not permit credit balances or rights of:

any Future Target Group Member to be netted or set off against debit balances or liabilities of any Group Member (that is not a Future Target Group Member);

any Group Member (that is not a VIE Group Member) to be netted or set off against debit balances or liabilities of any VIE Group Member; or

any Group Member to be netted or set off against debit balances or liabilities of any other Group Member the Ownership Percentage in relation to which is less than the Ownership Percentage in relation to such first-mentioned Group Member; and

such arrangement does not give rise to other Security or Quasi-Security over the assets of:

any Group Member (that is not a Future Target Group Member) in support of liabilities of any Future Target Group Member;

any Group Member (that is not a VIE Group Member) in support of liabilities of any VIE Group Member; or

any Group Member in support of liabilities of any other Group Member the Ownership Percentage in relation to which is less than the Ownership Percentage in relation to such first-mentioned Group Member;

any payment or close out netting or set-off arrangement pursuant to any Permitted Hedging Transaction entered into by a Group Member, provided that the requirements under paragraphs (c)(i) and (c)(ii) are complied with mutatis mutandis in respect of such netting or set-off arrangement and such arrangement does not include any Security or Quasi-Security under a credit support arrangement;

any Security or Quasi-Security over or affecting any asset acquired by a Group Member (from a person that is not a Group Member) after the Initial Utilisation Date if:

such Security or Quasi-Security was subsisting as at the time of such acquisition and was not created in contemplation of the acquisition of that asset by a Group Member;

the principal amount secured by such Security or Quasi-Security has not been increased (other than by reason of capitalised interest) in contemplation of or since such acquisition of that asset by a Group Member; and

such Security or Quasi-Security is removed or discharged within three months of the date of such acquisition of such asset;

any Security or Quasi-Security over or affecting any asset of any person which becomes a Group Member after the Initial Utilisation Date, where such Security or Quasi-Security is created prior to the date on which that person becomes a Group Member and:

such Security or Quasi-Security was not created in contemplation of such person’s becoming a Group Member;

the principal amount secured by such Security or Quasi-Security has not increased (other than by reason of capitalised interest) in contemplation of or since that person’s becoming a Group Member; and

such Security or Quasi-Security is removed or discharged within three months of that person’s becoming a Group Member;

any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Member in the ordinary course of business and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Group Member;

any Security or Quasi-Security arising (as a consequence of any finance or capital lease of an Onshore Group Member permitted pursuant to paragraph (d) of the definition of “Permitted Financial Indebtedness”) over the assets to which such lease relate;

any Security or Quasi-Security constituted by rental deposits made by any Group Member and arising in the ordinary course of its day-to-day business in respect of any property leased or licensed by such Group Member on arm’s length terms (and not in connection with the incurrence of any Financial Indebtedness);

any Security or Quasi-Security constituted by any deposit or pledge of cash by any Group Member in the ordinary course of day-to-day business and on arm’s length basis (and not in connection with the incurrence of any Financial Indebtedness) to secure the performance of bids, trade contracts, performance bonds and other obligations of a similar nature incurred by such Group Member;

any Security or Quasi-Security over bank accounts (other than any bank account that is, or is expressed to be, subject to Transaction Security) arising by operation of law or granted as part of the standard terms and conditions of the applicable bank or financial institution (with which such bank account is held); or

any Security granted with the prior written consent or approval of the Majority Lenders,

Equity Interests by the Parent (paid for in full in cash upon issue and which by their terms are not redeemable), provided that such issue does not lead to a Change of Control;

ordinary shares by the Borrower to the Parent (paid for in full in cash upon issue and which by their terms are not redeemable) (including by way of New Shareholder Injections), provided that all of such shares become subject to Transaction Security upon the issuance thereof and such issue does not lead to a Change of Control;

Equity Interests by a Group Member (other than the Borrower and the VIE Entity) (the “Investee”) to any other Group Member (the “Investor”), provided that:

(if any existing Equity Interests of the Investee are the subject of any Transaction Security) all of such newly-issued Equity Interests also become subject to Transaction Security on the same terms;

(A) if the Investor is a Group Member that is not a Future Target Group Member, the Investee is a Group Member that is not a Future Target Group Member and (B) if the Investor is a Future Target Group Member, the Investee is a Future Target Group Member;

(A) if the Investor is a VIE Group Member, the Investee is a VIE Group Member (that is not the VIE Entity) and (B) if the Investor is not a VIE Group Member, the Investee is not a VIE Group Member; and

the Ownership Percentage of the Investee is not less than the Ownership Percentage of the Investor;

(upon any substitution of an existing VIE Nominee by a new VIE Nominee pursuant to a VIE Nominee Transfer) shares by the VIE Entity to such new VIE Nominee, provided that (i) such shares so issued are fully paid-up and (ii) the shares in the VIE Entity that are held or owned by such existing VIE Nominee are cancelled in connection with such issuance; and

Equity Interests issued with the prior written consent of the Majority Lenders.

any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;

any VIE Nominee Transfer;

any payment of cash by a Group Member in favour of a Group Member (that is not a VIE Group Member) pursuant to any VIE Contract;

an amalgamation, demerger, merger, consolidation or corporate reconstruction (in each case) on a solvent basis of a Group Member (other than the Borrower), provided that:

all of the business and assets of that Group Member remain solely held and beneficially owned by and are distributed to other Group Members;

none of such business or assets are held or beneficially owned by, or distributed to, any Group Member the Ownership Percentage of which is less than the Ownership Percentage (immediately prior to such amalgamation, demerger, merger, consolidation or corporate reconstruction) of such first-mentioned Group Member;

(if such first-mentioned Group Member is not a VIE Group Member) none of its business or assets are or become held or beneficially owned by, or distributed to, any VIE Group Member;

(A) all of the assets that are subject to any Transaction Security prior to such amalgamation, demerger, merger, consolidation or corporate reconstruction shall continue to be subject to equivalent Transaction Security after such amalgamation, demerger, merger, consolidation or corporate reconstruction and (B) if any Equity Interests in any Group Member (that is involved in such amalgamation, demerger, merger, consolidation or corporate reconstruction) are subject to Transaction Security prior to such amalgamation, demerger, merger, consolidation or corporate reconstruction, the Equity Interests in each surviving or resulting entity shall be subject to equivalent Transaction Security with effect from such amalgamation, demerger, merger, consolidation or corporate reconstruction;

if any Group Member involved in such amalgamation, demerger, merger, consolidation or corporate reconstruction is a Transaction Obligor, (A) each surviving or resulting entity shall be a Transaction Obligor (which shall be a Relevant Obligor if such Group Member is a Relevant Obligor prior to such amalgamation, demerger, merger, consolidation or corporate reconstruction) and (B) all of its obligations under the Transaction Documents shall continue to be legal, valid, binding upon and enforceable against each such surviving or resulting entity with effect from such amalgamation, demerger, merger, consolidation or corporate reconstruction; and

such amalgamation, demerger, merger, consolidation or corporate reconstruction does not involve any person that is not a Group Member and does not involve the amalgamation, merger or consolidation (or similar arrangement) between a Future Target Group Member and any person that is not a Future Target Group Member, and (A) none of the business or assets of any Future Target Group Member may be or become held or beneficially owned by, or distributed to, any Group Member (that is not a Future Target Group Member) as a result of or in connection with such amalgamation, demerger, merger, consolidation or corporate reconstruction and (B) none of the business or assets of any Group Member (that is not a Future Target Group Member) may be or become held or beneficially owned by, or distributed to, any Future Target Group Member as a result of or in connection with such amalgamation, demerger, merger, consolidation or corporate reconstruction;

any transaction (other than (i) any sale, lease, licence, lending, transfer or other disposal, (ii) the granting or creation of Security or the granting, incurring or permitting to subsist of Financial Indebtedness or guarantee and (iii) any acquisition of any Equity Interest or business or undertaking) conducted in the ordinary course of trading on arm’s length terms;

the solvent liquidation of any Group Member (which is not a Transaction Obligor) so long as and all any payments or assets distributed as a result of such liquidation are distributed to other Group Members that are the holders of Equity Interests in such first-mentioned Group Member pro rata according to their respective Equity Interests in such first-mentioned Group Member, and are not distributed, paid or transferred to any person that is not a Group Member, and such liquidation would not reasonably be expected to have a Material Adverse Effect; and/or

any other transaction entered into with the prior written consent of the Majority Lenders.

held in Taipei or any other jurisdiction reasonably satisfactory to the Facility Agent by an Offshore Group Member (that is a Relevant Obligor) with the Facility Agent (or an Affiliate thereof specified by the Facility Agent);

identified in writing (including in a Transaction Security Document) between (i) the Borrower and (ii) the Facility Agent or the Security Agent as a “Proceeds Account”; and

(subject to Legal Reservations) subject to fixed Security in favour of the Security Agent which Security is in form and substance satisfactory to the Facility Agent and Security Agent,

in relation to any period for which an interest rate is to be determined for any amount denominated in any currency, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market for such currency, in which case the Quotation Day for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days); and

in relation to any Interest Period the duration of which is selected by the Facility Agent pursuant to Clause 10.3 (Default interest), such date as may be reasonably determined by the Facility Agent.

any freehold, leasehold or immovable property; and

any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.

(i) any Sponsor Affiliate, any Related Fund relating to any of the foregoing, or (ii) any VIE Nominee, any Family Member or any Affiliate of any of the foregoing;

any holder or beneficial owner of any Equity Interest of any Group Member, the Parent, or any Affiliate of any such holder or beneficial owner; or

any Joint Venture in which any person referred to in paragraph (a) or (b) above or any Group Member is a member or is party,

(in respect of any Transaction Obligor) its Original Jurisdiction and (in respect of any Group Member that is not a Transaction Obligor) its jurisdiction of incorporation or establishment;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated; and

any jurisdiction where it conducts its business.

(in respect of Facility A) each of the dates falling 12, 24, 36, 48 and 60 Months after the Initial Utilisation Date; or

(in respect of any Incremental Facility) a date for scheduled repayment of such Incremental Facility as set out in the Incremental Facility Notice relating to such Incremental Facility (subject to Clause 2.5 (Incremental Facilities)).

in relation to Facility A, any instalment for the repayment of the Facility A Loan on any Repayment Date (in respect of Facility A) as determined in accordance with Clause 6.1 (Repayment of the Facility A Loan); or

in relation to any Incremental Facility, any instalment for the repayment of Incremental Facility Loan(s) under such Incremental Facility on any Repayment Date (in respect of such Incremental Term Facility) as determined in accordance with the Incremental Facility Notice relating to such Incremental Facility (subject to Clause 2.5 (Incremental Facilities)).

listed on, or owned or controlled (directly or indirectly) by a person listed on, or acting on behalf of a person listed on, any Sanctions List;

operating in, located in, resident in, organised or incorporated under the laws of, or owned or controlled (directly or indirectly) by, or acting on behalf of, a person operating in, located in, resident in, organised or incorporated under the laws of any Sanctioned Jurisdiction; or

otherwise a target of Sanctions or owned or controlled (directly or indirectly) by or acting on behalf of a target of Sanctions.

made or to be made on the same day that a maturing Facility B Loan is due to be repaid;

the aggregate amount of which is equal to or less than the amount of that maturing Facility B Loan; and

made or to be made to the Borrower for the purpose of refinancing that maturing Facility B Loan (as specified in the Utilisation Request(s) delivered (or deemed delivered) for such first-mentioned Facility B Loan(s).

the Utilisation Request for such Facility B Loan (an “original Facility B Loan”) specifies that such original Facility B Loan shall be subject to automatic rollover and the number of such automatic rollovers;

the number of automatic rollovers will result in such automatic rollover to apply for a period of no less than six Months (such period (including the Interest Period for such original Facility B Loan) being the “Automatic Rollover Period”),

a Rollover Loan (in the amount equal to, and with an Interest Period of the same duration as, such original Facility B Loan) shall be deemed to have been requested by the Borrower (provided that, for an Interest Period which would extend beyond the Termination Date in respect of Facility B, such Interest Period shall end on such Termination Date); and

a Utilisation Request to such effect shall be deemed to have been delivered by the Borrower by the Specified Time in accordance with the terms of this Agreement,

the Circular on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment (国家外汇管理局关于进一步简化和改进直接投资外汇管理政策的通知 ) (Hui Fa [2015] No. 13), issued by SAFE on 13 February 2015 and amended by SAFE on 30 December 2019, which amendment became effective on 30 December 2019, and any implementation, successor rule or regulation which is effective from time to time relating thereto under PRC law;

SAFE Circular 37; and

the Notice of the State Administration of Foreign Exchange on Issues concerning the Foreign Exchange Administration of Domestic Individuals’ Participation in Equity Incentive Plans of Overseas Listed Companies (国家外汇管理局关于境内个人参与境外上市公司股权激励计划外汇管理有关问题的通知 ) (Hui Fa [2012] No. 7) issued by SAFE on 15 February 2012, effective from 15 February 2012, and any implementation, successor rule or regulation which is effective from time to time relating thereto under PRC law.

the European Union (or any member state thereof);

the United Kingdom;

the United Nations;

the U.S.;

Hong Kong;

the PRC;

Singapore; and/or

any jurisdiction where any Transaction Obligor or any Group Member conducts business or is incorporated and/or any Relevant Jurisdiction of any Transaction Obligor,

any such trust, fund or other entity (which is not itself a Group Member, any Transaction Obligor or the Sponsor) which has been established for at least six months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by the Sponsor or any of its Affiliates which have been established for the primary or main purpose of investing in the share capital of and/or equity interests in companies and/or entities; or

any banking arm, branch or Affiliate of the Sponsor which (i) has the Authorisation to engage in financial services and businesses (including lending and investment banking), (ii) is separated by information barriers from the Sponsor (and any team or part of the Sponsor that is engaged in or involved in relation to any Finance Document or any transactions contemplated thereby) and (iii) (in the case of an Affiliate of the Sponsor) is not itself a Group Member or any Transaction Obligor,

which is controlled, directly or indirectly, by the first mentioned company, corporation or entity;

more than half the issued share capital, registered capital or equity interest of which is beneficially owned, directly or indirectly by the first mentioned company, corporation or entity; or

which is a Subsidiary of another Subsidiary of the first mentioned company, corporation or entity,

in respect of each Initial Facility, the date which is 60 Months after the Initial Utilisation Date;

in respect any Incremental Facility, the date set out in the Incremental Facility Notice in respect of such Incremental Facility (subject to Clause 2.5 (Incremental Facilities)).

each Relevant Obligor;

each person (that is not a Secured Party) that gives or purports to give any guarantee or indemnity pursuant to a Guarantee; and

each person (that is not a Secured Party) that grants or purports to grant any Security pursuant to a Transaction Security Document,

the Share Charge (Borrower);

the Share Charge (Cayman Guarantor);

the Share Charge (HK Guarantors);

the Debenture;

each Account Pledge Agreement;

the Equity Pledge (WFOE Guarantor); and

any other document entered into by any person creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Relevant Obligors under any of the Finance Documents.

the proposed “Transfer Date” specified in the relevant Assignment Agreement or Transfer Certificate relating to such assignment or transfer; and

the date on which the Facility Agent executes such Assignment Agreement or Transfer Certificate.

Zhang Peng (张鹏);

Sun Yi Ding (孙一丁); and

(following the occurrence of a VIE Nominee Transfer) any other individual appointed as a “VIE Nominee” by the Sponsor or the Borrower after the date of this Agreement with written notice to the Facility Agent and to whom all of the equity interests in the VIE Entity held by an existing VIE Nominee is transferred,

the RMB1,600,000 loan granted by the WFOE Guarantor to Zhang Peng (张鹏) pursuant to a loan agreement dated November 11, 2016 between the WFOE Guarantor as lender and Zhang Peng (张鹏) as borrower;

the RMB400,000 loan granted by the WFOE Guarantor to Sun Yi Ding (孙一丁) pursuant to a loan agreement dated June 8, 2017 between the WFOE Guarantor as lender and Sun Yi Ding (孙一丁) as borrower; and

(following the occurrence of a VIE Nominee Transfer in favour of a VIE Nominee appointed by the Sponsor or the Borrower after the date of this Agreement) such other loan granted by the WFOE to such VIE Nominee in connection with such VIE Nominee Transfer and in compliance with the VIE Nominee Transfer Conditions,

such VIE Nominee Transferor transfers all of the equity interests in the VIE Entity that are held by it to such VIE Nominee Transferee;

together with such transfer:

such VIE Nominee Transferee, the VIE Entity, the WFOE Guarantor and each other VIE Nominee enter into VIE Structure Documents that have the effect of substituting such VIE Nominee Transferor with such VIE Nominee Transferee but are otherwise on substantially the same terms as the VIE Structure Documents that are in existence immediately prior to such transfer (and the obligations of such VIE Nominee Transferor under the VIE Structure Documents shall terminate or be discharged upon such transfer);

the WFOE Guarantor makes a loan to such VIE Nominee Transferee, provided that (A) the amount of such loan to such VIE Nominee Transferee is equal to the amount of such VIE Nominee Loan owing by such VIE Nominee Transferor (except for any increase to the extent that the amount of such increase is solely for the purpose of and is entirely applied towards the payment of any relevant PRC tax payable in respect of such VIE Nominee Transfer and other ancillary fees and costs payable to any Governmental Agency in the PRC in respect of such VIE Nominee Transfer (such increase upon a VIE Nominee Transfer being a “VIE Nominee Transfer Loan Increase”)) and such VIE Nominee Loan owing by such VIE Nominee Transferor is reduced, repaid or discharged in the same amount and (B) no cash is paid or required to be paid by any Group Member in respect of the consideration for such transfer or the making of such loan (except for (1) payment of the amount of any such VIE Nominee Transfer Loan Increase and (2) any payment in respect of the making of such loan to such VIE Nominee Transferee, to the extent that such payment is funded from the repayment of the VIE Nominee Loan made to such VIE Nominee Transferor); and

(without prejudice to paragraph (b)(i)) such VIE Nominee Transferee pledges all of the equity interests in the VIE Entity transferred to it in favour of the WFOE Guarantor, and that such pledge is recorded in the register of shareholders of the VIE Entity and is (within 30 Business Days of such transfer) duly registered with applicable Governmental Agency or Governmental Agencies in the PRC; and

none of the VIE Structure Documents is discharged, terminated or ceases to be in effect as the result of such transfer, except to the extent that they are replaced by substantially equivalent VIE Structure Documents as contemplated by paragraph (b)(i).

the business co-operation agreement dated 8 June 2017 between, among others, the WFOE Guarantor, the VIE Entity and the VIE Nominees;

the loan agreement dated 11 November 2016 between the WFOE Guarantor as lender and Zhang Peng (张鹏)as borrower;

the loan agreement dated 8 June 2017 between the WFOE Guarantor as lender and Sun Yi Ding (孙一丁) as borrower;

the VIE Entity Equity Pledge;

the proxy agreement dated 8 June 2017 between the WFOE Guarantor, the VIE Nominees and the VIE Entity;

the call-option agreement dated 8 June 2017 between the WFOE Guarantor, the VIE Nominees and the VIE Entity in respect of equity interests in the VIE Entity; and

any other arrangement, instrument or agreement that constitutes, or forms part of, any contractual arrangements enabling a Group Member (that is not a VIE Group Member) to exercise Control over a VIE Group Member or consolidate the financial condition or results of operation of any VIE Group Member for the purposes of the consolidated financial statements of the Group or any Group Member (that is not a VIE Group Member) (including such other arrangement, instrument or agreement resulting from a VIE Nominee Transfer after the date of this Agreement),

any material provision of a VIE Contract (or any material arrangements or transactions contemplated by the VIE Contracts or any part thereof) (i) is or becomes or (ii) is expressly declared by any Government Agency or any court to be, illegal, invalid, non-binding or unenforceable, or any VIE Contract is not or ceases to be in full force and effect, or any security expressed to be granted by or pursuant to the VIE Entity Equity Pledge is not or ceases to be valid and effective (it being acknowledged that any person to which equity interests in the VIE Entity are to be transferred upon enforcement of the VIE Entity Equity Pledge (including the identity and qualifications of such person) shall be required to comply with applicable requirements under the laws of the PRC in order for such transfer to be effective) or does not or ceases to have the priority that it is expressed to have;

any party to a VIE Contract shall have failed to comply with any material provision of or perform any of its material obligations under any VIE Contract to which it is a party and (if such failure is capable of being remedied) such failure is not remedied within 20 Business Days;

any party to any VIE Contract repudiates or purports in writing to repudiate any VIE Contract;

any VIE Contract is terminated, rescinded, superseded or cancelled or any party to any VIE Contract purports in writing to terminate, rescind, supersede or cancel any VIE Contract;

any VIE Contract expires (except where such VIE Contract is (i) simultaneously renewed on substantially the same terms on or prior to the expiry of such VIE Contract or (ii) (in the case of a Licence Document only) renewed within 30 days of such expiry on substantially the same terms);

any transfer of any equity interest in the VIE Entity occurs (except for any transfer in favour of the WFOE Guarantor) and such transfer does not constitute a VIE Nominee Transfer or the VIE Nominee Transfer Conditions are not satisfied with respect to such transfer;

the WFOE Guarantor does not, or ceases to have Control over the VIE Group (taken as a whole); or

(i) any of the VIE Nominees dies, is of unsound mind, or becomes mentally incapacitated or unable to manage his affairs or (ii) any Event of Default under Clause 24.6 (Insolvency) or 24.7 (Insolvency proceedings) occurs with respect to any VIE Nominee (as if any reference therein to any Transaction Obligor or any Group Member were a reference to such VIE Nominee), unless (in each case) such VIE Nominee is replaced by another individual nominated by the Sponsor or the Borrower as a VIE Nominee and a VIE Nominee Transfer (in respect of all of the equity interests held by such first-mentioned VIE Nominee to such individual) has been validly made in compliance with the VIE Nominee Transfer Conditions no later than 60 days after the occurrence of (i) or (ii) (as the case may be).

the sum of the products of (i) the number of years from such date of determination to the date of each successive scheduled principal repayment or redemption of such Financial Indebtedness and (ii) the amount of such scheduled principal repayment or redemption; by

the sum of all such scheduled principal repayments or redemptions falling after the date of such date of determination.

Construction

Unless a contrary indication appears, a reference in this Agreement to:

the Facility Agent, any Mandated Lead Arranger, any Finance Party, any Hedge Counterparty, any Lender, any Obligor, any Relevant Obligor, any Transaction Obligor, any Party, any Secured Party, the Security Agent or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

a document in the “agreed form” is a document which is previously agreed in writing (including via email) by or on behalf of the Borrower and the Facility Agent;

“assets” includes present and future properties, revenues and rights of every description;

a “certified copy” means a copy certified by a director of the Borrower as being true, accurate and complete copy of the original;

a Finance Document or a Transaction Document or any other agreement or instrument is a reference to that Finance Document, Transaction Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Finance Document, Transaction Document or other agreement or instrument;

a “group of Lenders” includes all the Lenders (and/or any group of less than all of the Lenders);

“guarantee” means (other than in Clause 19 (Guarantee and indemnity) or any Guarantee) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

“including” (or similar expressions) means including without limitation;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, Joint Venture, consortium, partnership or other entity (whether or not having separate legal personality);

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, with which compliance is customary) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

one person is “acting in concert” with another person in relation to any Equity Interests in any entity if, whether pursuant to any agreement or understanding, formal or informal or otherwise, such persons actively co-operate to obtain, maintain, consolidate or exercise Control over that entity or control of the voting rights attaching to Equity Interests in that entity to a greater extent than would be possible by reason of each such person’s individual holding of Equity Interests in such entity alone;

any Utilisation Request includes a Utilisation Request deemed delivered under the definition of “Rollover Loan”;

a provision of law is a reference to that provision as amended or re-enacted;

a time of day is a reference to Taipei time.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Default or an Event of Default is “continuing” if it has not been waived or remedied. In addition, if a Default (including an Event of Default) occurs for a failure to deliver a required certificate, notice or other similar document in connection with another Default (such other Default being an “Initial Default”) then at the time such Initial Default is remedied or waived, such Default (including an Event of Default) for a failure to report or deliver a required certificate, notice or other similar document in connection with the Initial Default will also be cured without any further action, save in circumstances where the matters contemplated by the foregoing have given rise to an Acceleration Event.

In the event that any amount or transaction satisfies the criteria of more than one of the baskets or exceptions set out in Clause 23 (General undertakings), the Borrower may classify and may from time to time reclassify that amount or transaction to a particular basket or exception set out in Clause 23 (General undertakings) (and, for the avoidance of doubt, an amount or transaction may be at the option of the Borrower be split between different baskets or exceptions set out in Clause 23 (General undertakings) in each case, without double counting.

If, as shown by the most recent Compliance Certificate delivered with the Quarterly Financial Statements, Semi-Annual Financial Statements or Annual Financial Statements, any Group Member makes any Future Acquisition and on the last day of the Relevant Period in which completion of that Relevant Acquisition occurs, such Future Acquisition results in Adjusted EBITDA for such Relevant Period (calculated without giving effect to paragraph (b)(i)(C) of Clause 22.3 (Financial testing) or any Relevant Synergies) (“Adjusted Non-Synergy EBITDA” for such Relevant Period) exceeding EBITDA for such Relevant Period (the percentage by which (i) the amount by which Adjusted Non-Synergy EBITDA for such Relevant Period exceeds EBITDA for such Relevant Period solely as a result of that Future Acquisition bears to (ii) the EBITDA for such Relevant Period being the “Relevant Increase”), each of the Relevant Baskets shall be permanently increased by the same percentage as such Relevant Increase, provided that for such purposes, “Relevant Baskets” means each of the threshold amounts set forth in paragraph (n) of the definition of “Permitted Disposal”, paragraphs (d) and (f) of the definition of “Permitted Financial Indebtedness”, paragraphs (b) and (d) of the definition of “Permitted Guarantee” and paragraphs (c) and (i) of the definition of “Permitted Loan”.

The “equivalent” in any currency (the “first currency”) of any amount in another currency (the “second currency”) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the Facility Agent’s spot rate of exchange (or, if no such spot rate of exchange is available, such prevailing rate of exchange selected by the Facility Agent, acting reasonably) for the purchase of the first currency with the second currency at or about 11:00 a.m. on a particular day (or at or about such time and on such date as the Facility Agent may from time to time reasonably determine to be appropriate in the circumstances), provided that for purposes of any calculation under this Agreement requiring the conversion of RMB amounts into U.S.$, such conversion will be made at the officially published PBOC exchange rate (if any) for purchasing U.S.$.

Currency symbols and definitions

Any reference in this Agreement to “US$”, “U.S.$”, “USD” and “U.S. dollars” is to the lawful currency of the United States of America.

Any reference in this Agreement to “RMB” is to the lawful currency of the PRC.

Currency fluctuations

For the purpose of determining compliance with any basket amount, thresholds and other exceptions to the representations and warranties in Clause 20 (Representations), undertakings in Clause 23 (General undertakings) and Events of Default in Clause 24 (Events of Default) that are determined by reference to amounts in U.S. dollars, the equivalent amount in U.S. dollars shall be calculated as at the date on which the applicable Transaction Obligor or Group Member incurs, commits to or makes the applicable Financial Indebtedness, acquisition, disposal, investment or other action.

No breach of any representation and warranty in Clause 20 (Representations), general undertaking under Clause 23 (General undertakings) or Events of Default under Clause 24 (Events of Default) (other than an Event of Default under Clause 24.2 (Financial covenants)) shall arise merely as a result of a subsequent change in the U.S. dollar equivalent of any relevant amount due to fluctuation in exchange rates.

This Clause 1.4 shall not apply to Clause 22 (Financial covenants) and Clause 23.27 (DSRA).

Third party rights

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement.

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Security Trust Agreement

Change of Control Disapplication

Notwithstanding anything to the contrary in this Agreement or in any other Finance Document, if the Sponsor Change of Control Release Condition (as defined in paragraph (b) below) is satisfied, the occurrence of any Change of Control falling within paragraph (a) of the definition of “Change of Control” shall cease to give rise to any requirement for prepayment pursuant to Clause 8.1 (Exit), provided that if, at any time after such disapplication, the Sponsor Change of Control Release Condition is no longer satisfied, the requirement for prepayment pursuant to Clause 8.1 (Exit) arising from the occurrence of any Change of Control falling within paragraph (a) of the definition of “Change of Control” shall re-apply with immediate effect.

For the purposes of this Clause 1.7, the “Sponsor Change of Control Release Condition” means Leverage for the Relevant Period ending on the most recent Quarter Date for which a Compliance Certificate has been or is required to be delivered is less than 2.00:1.

THE FACILITIES

The Facilities

a USD term loan facility in an aggregate amount equal to the Total Facility A Commitments; and

a USD revolving credit facility in an aggregate amount equal to the Total Facility B Commitments.

Increase

The Borrower may by giving prior notice to the Facility Agent by no later than the date falling five Business Days after the effective date of a cancellation of:

the Available Commitment of a Defaulting Lender in respect of any Facility in accordance with Clause 7.5 (Right of cancellation in relation to a Defaulting Lender); or

the Commitment of a Lender in respect of any Facility in accordance with:

Clause 7.1 (Illegality); or

paragraph (a) of Clause 7.4 (Right of cancellation and repayment in relation to a single Lender),

such increased Commitments under such Facility will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Borrower (each of which shall not be a Sponsor Affiliate, a Transaction Obligor or a Group Member and which satisfies the criteria applicable to a New Lender set out in Clause 25.1 (Assignments and transfers by the Lenders)) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of such increased Commitments which it is to assume (the “Assumed Commitment” of such Increase Lender), as if it had been an Original Lender (for the avoidance of doubt, the aggregate Assumed Commitments of all of the Increase Lenders shall not exceed such Cancelled Commitment);

each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as that Obligor and that Increase Lender would have assumed and/or acquired had that Increase Lender been an Original Lender (with such Assumed Commitment so assumed by it, in addition to any other Commitment in respect of any Facility which that Increase Lender may otherwise have in accordance with this Agreement);

each Increase Lender which is not already party hereto as a Lender shall become a Party as a “Lender” (with such Assumed Commitment so assumed by it, in addition to any other Commitment in respect of any Facility which that Increase Lender may otherwise have in accordance with this Agreement), and any Increase Lender and each of the other Finance Parties and the Hedge Counterparties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties and Hedge Counterparties would have assumed and/or acquired had that Increase Lender been an Original Lender;

the Commitments of the other Lenders (in respect of any or all of the Facilities) shall continue in full force and effect; and

any such increase in the Commitments under such first-mentioned Facility shall take effect on the later of (A) the date specified by the Borrower in the notice referred to above and (B) the date on which the conditions set out in paragraph (b) below are satisfied in respect of such increase.

An increase in the Commitments under any Facility pursuant to paragraph (a) will only be effective on:

the execution by the Facility Agent of an Increase Confirmation from each Increase Lender in respect of such increase (setting out the Assumed Commitment in respect of such Facility which such Increase Lender is assuming in accordance with paragraph (a)) provided that the requirements set out in paragraph (ii)(B) below have been satisfied in the case of an Increase Lender which is not a Lender immediately prior to such increase; and

in relation to an Increase Lender which is not a Lender immediately prior to such increase:

that Increase Lender entering into the documentation required for it to accede as a party to the Security Trust Agreement as a “Senior Lender” (as defined in the Security Trust Agreement); and

the Facility Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of such Assumed Commitment by that Increase Lender. The Facility Agent shall promptly notify the Borrower and that Increase Lender upon being so satisfied.

Each Increase Lender, by executing an Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with any Finance Document on or prior to the date on which the increase in Commitments (to which such Increase Confirmation relates) becomes effective.

The Borrower shall promptly on written demand pay the Facility Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees, subject to any agreed cap) incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2.

An Increase Lender shall (or the Borrower shall on its behalf), on the date upon which such increase takes effect, pay to the Facility Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 25.3 (Assignment or transfer fee) if such increase was a transfer to such Increase Lender pursuant to Clause 25.5 (Procedure for transfer) and if such Increase Lender was a New Lender.

The Borrower may pay to an Increase Lender a fee in the amount and at the times agreed between the Borrower and such Increase Lender in a Fee Letter.

Clause 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

an “Existing Lender” were references to each of the Lenders immediately prior to any increase in Commitment(s) in respect of any Facility or the assumption of any Assumed Commitment by that Increase Lender;

the “New Lender” were references to that “Increase Lender”; and

a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Finance Parties’ rights and obligations

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Transaction Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c). Any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of any Loan or any other amount owed by a Transaction Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf), is a debt owing to that Finance Party by that Transaction Obligor.

Subject to paragraph (d) below, a Finance Party may, except as specifically provided in the Finance Documents (excluding the Hedging Agreements), separately enforce its rights under or in connection with the Finance Documents and, except as specifically provided in the Finance Documents (excluding the Hedging Agreements), shall be entitled to separately enforce its rights under the Finance Documents against each of the Transaction Obligors to recover any amount that is due and payable to it under any Finance Document (or to recover its share of any amount that is due and payable under any Finance Document) without the consent of any other Party; and nothing shall prejudice the rights of a Finance Party from separately enforcing its rights in relation to any debt arising under any Finance Document owing to it (or its share of any debt arising under a Finance Document), which debt is due and payable.

In connection with any Transaction Security being granted, or being expressed to be granted, over assets in Taiwan from time to time (the “Taiwanese Transaction Security”), the Parties hereby agree that each of the Finance Parties shall be deemed a creditor jointly and severally with each other with respect to their rights and claims hereunder and the other Finance Documents against the Transaction Obligors pursuant to Article 283 of the R.O.C. Civil Code and shall be entitled to pursue all such claims against the Transaction Obligors and that the security interests with respect to the Taiwanese Transaction Security shall be created in favour of the Security Agent in its capacity as a joint and several creditor and for the joint and several benefit of the Finance Parties; provided, however, that, each Finance Party agrees not to claim or enforce such rights (insofar as they relate to the Taiwanese Transaction Security) unilaterally but shall appoint the Security Agent to exercise and enforce the Finance Parties’ rights arising out of the Finance Documents (insofar as they relate to the Taiwanese Transaction Security) and share among themselves any risks and benefits in relation thereto as provided under this Agreement and the Security Trust Agreement and none of the Finance Parties shall take any action (insofar as it relates to the Taiwanese Transaction Security) requiring authorisation of the Majority Lenders, the Majority Senior Creditors (as defined in the Security Trust Agreement) or any group of Senior Creditors (as defined in the Security Trust Agreement) except in accordance with such authorisation.

Obligors’ Agent

Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and the Hedge Counterparties and to give all notices, consents, and instructions, to agree, accept and execute on its behalf any Accession Deed or any other Finance Document, to make such agreements and to effect all amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case, without further reference to or the consent of that Obligor; and

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower,

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Incremental Facilities

The Borrower may at any time after the Initial Utilisation Date notify the Facility Agent by delivery of a written notice (an “Incremental Facility Notice”) that it wishes to establish a new term loan facility in US dollars (being an “Incremental Facility”), whereupon the Facility Agent shall promptly deliver a copy of such Incremental Facility Notice to each of the Lenders.

Any Incremental Facility (the subject of any Incremental Facility Notice) shall be established upon the countersignature by the Facility Agent of such Incremental Facility Notice delivered by the Borrower to the Facility Agent pursuant to paragraph (a), provided that:

the requirements under this Clause 2.5 with respect to such Incremental Facility are satisfied and the Borrower shall have certified in such Incremental Facility Notice that all of such requirements are satisfied with respect to such Incremental Facility including reasonable particulars thereof (including computations demonstrating satisfaction of the requirements under paragraph (d)(i));

the Borrower shall have, together with the delivery of such Incremental Facility Notice, delivered to the Facility Agent Incremental Facility Increase Confirmations (with respect to such Incremental Facility) executed by one or more persons (each of whom satisfies the criteria applicable to New Lenders set out in Clause 25.1 (Assignments and transfers by the Lenders) and is not a Transaction Obligor, a Group Member, any Affiliate of any of the foregoing or any Sponsor Affiliate) (each such person being an “Incremental Facility Original Lender” in respect of such Incremental Facility) selected by the Borrower, pursuant to which Incremental Facility Increase Confirmations each such Incremental Facility Original Lender agrees to assume an Incremental Facility Commitment in respect of such Incremental Facility as set out in such Incremental Facility Increase Confirmation to which it is a party;

the aggregate Incremental Facility Commitments (in respect of such Incremental Facility) specified in any and all such Incremental Facility Increase Confirmations must not exceed the aggregate Incremental Facility Commitments (in respect of such Incremental Facility) specified in such Incremental Facility Notice;

such Incremental Facility Notice (in respect of such Incremental Facility) specifies:

the aggregate Incremental Facility Commitments in respect of such Incremental Facility;

the Availability Period with respect to such Incremental Facility;

the pricing terms with respect to such Incremental Facility;

the repayment terms with respect to such Incremental Facility; and

any other administrative requirements with respect to such Incremental Facility (including with respect to any Utilisation thereunder);

no Incremental Facility Notice may be delivered and no Incremental Facility may be established at any time prior to the later of (A) the time when the Initial Utilisation Date has occurred and (B) the time when all of the requirements under Clause 22.2 (Financial condition) have been tested at least once after the date of this Agreement; and

no Event of Default is continuing or would arise after giving effect to such Incremental Facility.

No consent of any Lender is required to establish an Incremental Facility (other than, for the avoidance of doubt, any Lender which is to assume or provide any Incremental Facility Commitment in respect of such Incremental Facility), provided that the requirements of this Clause 2.5 are complied with in respect of such Incremental Facility.

Each Incremental Facility shall comply with the following requirements (unless otherwise agreed by all of the Lenders):

the aggregate principal amount of such Incremental Facility, when aggregated with the aggregate principal amount of any and all other Incremental Facilities established or incurred since the date of this Agreement (or to be simultaneously established or incurred) by the Borrower, shall be the maximum amount of additional Total Net Debt that can be incurred by the Group (as at the establishment of such first-mentioned Incremental Facility) without the Leverage for the Most Recent Relevant Period (as at the establishment of such first-mentioned Incremental Facility, calculated on a pro forma basis giving effect to (A) the incurrence by the Borrower of such first-mentioned Incremental Facility and any and all other Incremental Facilities established or incurred since the last day of such Most Recent Relevant Period (or to be simultaneously established or incurred together with such first-mentioned Incremental Facility) (collectively “Other Incremental Facilities”) and (B) the application of the proceeds of such first-mentioned Incremental Facility and Other Incremental Facilities, but without giving effect to any increase in Cash and Cash Equivalent Investments of Group Members resulting from the proceeds of any such Incremental Facility or Other Incremental Facilities), exceeding 3.50 to 1. For the purposes of such pro forma calculation in respect of such first-mentioned Incremental Facility:

it shall be assumed that such first-mentioned Incremental Facility and each such Other Incremental Facility are fully utilised and remain outstanding as at the end of such Most Recent Relevant Period; and

such calculations shall be made without giving effect to any reduction in the amount of such first-mentioned Incremental Facility or any such Other Incremental Facility through repayment, prepayment or otherwise; and

such Incremental Facility:

shall be granted exclusively for the purposes specified in paragraph (c) of Clause 3.1 (Purpose);

shall rank equal in priority in right of payment with the Initial Facilities and shall rank equal or junior in right of security with the Initial Facilities or be unsecured, provided that in the event of any Incremental Facility that is to rank junior in right of security to the Initial Facilities or that is unsecured, such Incremental Facility may not be established (and no Incremental Facility Notice may be delivered in respect thereof) unless amendments to this Agreement, the Security Trust Agreement and other Finance Documents (each in form and substance satisfactory to the Facility Agent, acting on the instructions of the Lenders) shall have been entered into to reflect such Incremental Facility and related intercreditor arrangements with the Initial Facilities;

shall not mature earlier than the Termination Date in respect of the Initial Facilities and shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of Facility A as at the date of establishment of such Incremental Facility;

is denominated in US dollars;

is incurred by the Borrower only; and

shall not have the benefit of any guarantee by any person other than a Relevant Guarantor (the extent of whose guarantee in respect of the Initial Facilities is not less than the extent of whose guarantee in respect of such Incremental Facility) and shall not have the benefit of any security (other than Transaction Security), except where the benefit of such guarantee and security is extended rateably to all of the Secured Parties (including the Lenders in respect of the Initial Facilities) on a pari passu basis;

there shall not be any other mandatory prepayment, redemption, purchase, defeasance or discharge, or sinking fund (or similar obligation) in respect of such Incremental Facility, other than (1) scheduled repayments in accordance with paragraph (d)(ii)(C) and (2) mandatory prepayments on the same terms and conditions as those applicable to the Initial Facilities under this Agreement;

subject to the foregoing, the amortisation schedule applicable to such Incremental Facility and the All-In Yield applicable to such Incremental Facility shall be determined by the Borrower and the applicable Incremental Facility Original Lenders with respect to such Incremental Facility and shall be set forth in the Incremental Facility Notice relating to such Incremental Facility; provided that with respect to any Incremental Facility established or incurred within twelve (12) months after the date of this Agreement, the All-In Yield applicable to such Incremental Facility shall not be greater than the applicable All-In Yield with respect to Facility A pursuant to the terms of this Agreement (as amended from time to time) plus 0.50 per cent. per annum, unless the interest rate with respect to Facility A is increased so as to cause the then All-In Yield applicable to Facility A under this Agreement to equal the All-In Yield applicable to such Incremental Facility minus 0.50 per cent. per annum (and, in such case, such increase in interest rate with respect to Facility A shall also apply to Facility B);

the administrative requirements with respect to such Incremental Facility (including with respect to any Utilisation thereunder) shall be agreed between the Facility Agent, the Borrower and the Incremental Facility Original Lenders in respect of such Incremental Facility (each acting reasonably) and set out in the Incremental Facility Notice in respect of such Incremental Facility;

except as otherwise expressly provided under paragraphs (d)(i) to (v), the terms and conditions of such Incremental Facility shall be the substantially same as those applicable to the Initial Facilities (unless otherwise agreed to by all of the Lenders); and

the Borrower may not deliver an Incremental Facility Notice in respect of any Incremental Facility, if as a result of the proposed establishment of such Incremental Facility, more than two (2) Incremental Facilities would have been established since the date of this Agreement.

Provided that the requirements of this Clause 2.5 are complied with respect to an Incremental Facility, an Incremental Facility Original Lender with respect to such Incremental Facility shall become party hereto as a “Lender” with an Incremental Facility Commitment in respect of such Incremental Facility specified in the Incremental Facility Increase Confirmation to which it is a party, upon (but only upon):

the execution by the Facility Agent of such Incremental Facility Increase Confirmation; and

in relation to an Incremental Facility Original Lender which is not already a Lender immediately prior to the delivery of such Incremental Facility Increase Confirmation:

that Incremental Facility Original Lender entering into the documentation required for it to accede to the Security Trust Agreement as a “Senior Lender” (as defined in the Security Trust Agreement); and

the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of such Incremental Facility Commitment by that Incremental Facility Original Lender (which is not already a Lender immediately prior to the delivery of such Incremental Facility Increase Confirmation), the completion of which the Facility Agent shall promptly notify the Borrower and that Incremental Facility Original Lender.

The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Incremental Facility Notice delivered to the Facility Agent by the Borrower with respect to any Incremental Facility or a duly completed Incremental Facility Increase Confirmation delivered to the Facility Agent by any Incremental Facility Original Lender with respect to any Incremental Facility, (in each case) appearing on its face to comply with the terms of this Agreement and delivered in accordance with this Agreement, execute that Incremental Facility Notice or (as the case may be) Incremental Facility Increase Confirmation, provided that:

(in the case of an Incremental Facility Notice) no Lender shall have notified the Facility Agent within ten Business Days of such Incremental Facility Notice that such Incremental Facility (the subject of such Incremental Facility Notice) does not comply with the provisions of this Clause 2.5, specifying the reasons therefor (in which case the Facility Agent shall promptly notify the Borrower); and

in the case of an Incremental Facility Increase Confirmation with respect to any Incremental Facility:

the Incremental Facility Notice with respect to such Incremental Facility is simultaneously duly delivered to the Facility Agent and is countersigned by the Facility Agent in accordance with this Clause 2.5; and

the Facility Agent shall have satisfactorily completed all “know your customer” and other similar checks referred to in paragraph (e)(ii)(B) with respect to such Incremental Facility Original Lender (if it is not already a Lender immediately prior to the delivery of such Incremental Facility Increase Confirmation).

Each Incremental Facility Original Lender in respect of an Incremental Facility, by executing any Incremental Facility Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with any Finance Document on or prior to the date on which such Incremental Facility Original Lender assumes any Incremental Facility Commitment (in respect of such Incremental Facility) as specified in such Incremental Facility Increase Confirmation.

Clause 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.5 in relation to each Incremental Facility Original Lender (with respect to any Incremental Facility) as if references in that Clause to:

an “Existing Lender” were references to each of the Lenders immediately prior to the establishment of such Incremental Facility;

the “New Lender” were references to that “Incremental Facility Original Lender”; and

a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

For the avoidance of doubt, each Incremental Facility established pursuant to this Clause 2.5 shall constitute a separate Facility.

The Facility Agent may (without the consent of any other Finance Party) for and on behalf of the Finance Parties, together with the Borrower, effect such amendments to this Agreement and the other Finance Documents as may be necessary or appropriate, in the reasonable opinion of the Facility Agent and the Borrower, to give effect to the provisions of this Clause 2.5 (each such amendment being an “Incremental Amendment”).

In connection with the establishment of any Incremental Facility and/or any amendment referred to in paragraph (j), each Obligor shall (and shall procure that each Transaction Obligor shall), if requested by the Facility Agent or the Security Agent (acting reasonably), execute and deliver customary reaffirmation agreements and/or such amendments to the Transaction Security Documents as may be reasonably requested by the Facility Agent or the Security Agent in order to ensure that the Transaction Security continues in full force and effect and extends to secure such Incremental Facility on the basis contemplated in this Clause 2.5.

PURPOSE

Purpose

The Borrower shall apply all amounts borrowed by it under Facility A towards repayment of amounts owing by it under or in connection with the Existing Facilities.

The Borrower shall apply all amounts borrowed by it under Facility B towards:

payment of all fees, costs, expenses and registration taxes in relation to the Facilities;

funding the DSRA with the required DSRA Minimum Balance; and

general corporate purposes of the Group, including, but not limited to, Capital Expenditure and Permitted Acquisitions.

The Borrower shall apply all amounts borrowed by it under an Incremental Facility towards financing:

Permitted Acquisitions (falling within paragraph (d) of the definition of “Permitted Acquisition”);

costs and expenses incurred with respect of any such Permitted Acquisition within 12 months of such Permitted Acquisition;

refinancing Financial Indebtedness of any Future Target acquired by any Group Member pursuant to any such Permitted Acquisition; and

Capital Expenditure or working capital requirements of any Future Target acquired by a Group Member pursuant to any such Permitted Acquisition.

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Loan if on or before the date on which the first Utilisation Request is delivered, the Facility Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting reasonably). The Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

Other than to the extent that the Mandated Lead Arranger notifies the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Further conditions precedent

on the date of the Utilisation Request (in respect of such Loan) and on the proposed Utilisation Date (in respect of such Loan):

(in the case of a Rollover Loan) no Material Event of Default is continuing or would result from such proposed Loan or (in the case of any other Loan) no Default is continuing or would result from the proposed Loan; and

all the representations and warranties to be repeated by any or all of the Transaction Obligors under any or all of the Finance Documents on the date of any Utilisation Request or any Utilisation Date are true in all material respects (whether before or after giving effect to such proposed Loan); and

on or prior to the date occurring one Business Day prior to the proposed Utilisation Date, the Facility Agent has received evidence satisfactory to it that the aggregate amount standing to the credit of the DSRA is (or, in respect of any Utilisation proposed to be made on the Initial Utilisation Date, will on the Initial Utilisation Date be) not less than the DSRA Minimum Balance (calculated as of the proposed Utilisation Date).

Maximum number of Utilisations

Facility A may only be utilised in a single Facility A Loan.

The Borrower may not deliver a Utilisation Request in respect of Facility B if as a result of the proposed Utilisation, more than 15 Facility B Loans would be outstanding.

Each Incremental Facility may be utilised in a single or (with the consent of the Facility Agent) more than one Incremental Facility Loan(s) thereunder. The Facility Agent shall be entitled to give such consent under this paragraph (c) without any need to seek instructions or consent from any Lender.

The Borrower may not request that a Loan be divided.

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

The Utilisation Request for a Loan under a Facility is irrevocable and will not be regarded as having been duly completed unless:

it identifies the Facility under which such Loan is to be made;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;