Common use of Underwriting commitments Clause in Contracts

Underwriting commitments. 2.1 Each Original Underwriter agrees to underwrite the Term Facility in the amounts set out opposite its name below (an Underwriting Proportion). Ping An Bank Co., Ltd., Shanghai Branch (平安银行股份有限公司上海分行) 715,000,000 Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行) 385,000,000 2.2 Notwithstanding any other provision in the Commitment Documents, the Original Credit Parties acknowledge and agree: (a) you may mandate and appoint one or more other banks or financial institutions incorporated in the PRC (excluding their branches outside of the PRC or their offshore banking center) to join us as an arranger (an Additional Arranger, together with the Original Arrangers, the Arrangers) and/or underwriter (an Additional Underwriter, together with the Original Underwriters, the Underwriters, and each Additional Arranger and each Additional Underwriter, an Additional Credit Party, and together with the Original Credit Parties, the Credit Parties) in respect of the Term Facility on the same terms contained within the Commitment Documents (other than with respect to the amount of our and any Additional Credit Party’s commitments in respect of the Term Facility, which may be different) and with the same economics (on a pro rata basis) as the Original Credit Parties and such that the underwriting proportions of the Original Underwriters in respect of the Term Facility are reduced by the aggregate applicable underwriting proportions assumed by the Additional Credit Party in respect of the Term Facility, provided that: (i) no more than two Additional Arrangers and two Additional Underwriters may be appointed; (ii) the final aggregate underwriting proportions of all Additional Underwriters shall not exceed 20% of the total amount of the Term Facility; (iii) no Additional Credit Party shall receive economics greater than any of the Original Credit Parties; (iv) the underwriting proportion assumed by the Additional Underwriters will reduce each Original Underwriter’s Underwriting Proportion on a pro rata basis; and (v) no Additional Credit Party shall be awarded the same title as that of any Original Credit Party or a more favourable title; and (b) the Original Credit Parties will enter into any amendments to the then current form of the Commitment Documents or Facilities Agreement or any new Commitment Documents or Facilities Agreement and/or any other appropriate documentation to amend or replace the Commitment Documents, the Facilities Agreement, and any other Finance Documents (as defined in the Facilities Agreement) to reflect any changes required to reflect the accession of each Additional Credit Party and joining each Additional Credit Party as a party to the relevant Commitment Document, the Facilities Agreement and/or other Finance Document. 2.3 The obligations of each Credit Party are several and a failure by a Credit Party to perform its obligations under any of the Commitment Documents shall not affect the obligations of any other Credit Party. No Credit Party is responsible for the obligations of another Credit Party.

Underwriting commitments. 2.1 Each The Original Underwriter agrees to underwrite and fund the Term Facility in the amounts set out opposite its name below (an Underwriting Proportion). Ping An Bank Co., Ltd., Shanghai Branch (平安银行股份有限公司上海分行) 715,000,000 Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行) 385,000,000. 2.2 Notwithstanding any other provision in the Commitment Documents, the Original Credit Parties acknowledge and agreeagree that no later than the date of the Facility Agreement: (a) you may mandate and appoint one or more other banks or financial institutions incorporated in the PRC (excluding their branches outside of the PRC or their offshore banking center) to join us as an arranger (each, an Additional Arranger, together with the Original ArrangersArranger, the Arrangers) and/or underwriter (an Additional Underwriter, together with the Original UnderwritersUnderwriter, the Underwriters, and each Additional Arranger and each Additional Underwriter, an Additional Credit Party, and together with the Original Credit Parties, the Credit Parties) in respect of the Term Facility on the same terms contained within the Commitment Documents (other than with respect to the amount of our and any Additional Credit Party’s commitments in respect of the Term Facility, which may be different) and with the same economics (on a pro rata basis) as the Original Credit Parties and with no more favourable titles and such that the underwriting proportions of the Original Underwriters Underwriter in respect of the Term Facility are reduced by the aggregate applicable underwriting proportions assumed by the Additional Credit Party in respect of the Term such Facility, provided that: (i) no more than two three Additional Arrangers and two three Additional Underwriters may be appointed; (ii) the final aggregate underwriting proportions of all Additional Underwriters Credit Parties shall not exceed 20662⁄3 % of the total amount of the Term Facility;; and (iii) no Additional Credit Party shall receive economics greater than any of the Original Credit Parties; Parties (iv) the proportionate to their respective underwriting proportion assumed by the Additional Underwriters will reduce each Original Underwriter’s Underwriting Proportion on a pro rata basis; and (v) no Additional Credit Party shall be awarded the same title as that of any Original Credit Party or a more favourable title; proportions), and (b) the Original Credit Parties and you will enter into any amendments to the then current form of the Commitment Documents or Facilities Facility Agreement or any new Commitment Documents or Facilities Facility Agreement and/or any other appropriate documentation as may be mutually agreed (each acting reasonably) to amend or replace the Commitment Documents, the Facilities Facility Agreement, and any other Finance Documents (as defined in the Facilities Facility Agreement) to reflect any changes reasonably required to reflect the accession of each Additional Credit Party and joining each Additional Credit Party as a party to the relevant Commitment Document, the Facilities Facility Agreement and/or other Finance Document. 2.3 The obligations of each Credit Party are several and a failure by a Credit Party to perform its obligations under any of the Commitment Documents shall not affect the obligations of any other Credit Party. No Credit Party is responsible for the obligations of another Credit Party.

Underwriting commitments. 2.1 Each The Original Underwriter agrees to underwrite each of the Term Facility Facilities in the amounts set out opposite its name below (an Underwriting Proportion). Ping An Bank Co., Ltd., Shanghai Branch (平安银行股份有限公司上海分行) 715,000,000 Shanghai Pudong Development Bank Co., Ltd., Ltd. Shanghai Branch (上海浦东发展银行股份有限公司上海分行Branch) 385,000,000US$2,000,000,000 US$500,000,000 US$1,000,000,000 Total US$2,000,000,000 US$500,000,000 US$1,000,000,000 2.2 Notwithstanding any other provision in the Commitment Documents, the Original Credit Parties acknowledge and agree:agree that no later than the date falling 30 Business Days from the Acceptance Date (as defined below) (as such date may be extended from time to time with the prior written consent of the Original Credit Parties, acting reasonably and with such consent not to be unreasonably withheld or delayed): (a) you may mandate and appoint one or more other banks or financial institutions incorporated in the PRC (excluding their branches outside of the PRC or their offshore banking center) to join us as an arranger (an Additional Arranger, together with the Original ArrangersArranger, the Arrangers) and/or underwriter (an Additional Underwriter, together with the Original UnderwritersUnderwriter, the Underwriters, and each Additional Arranger and each Additional Underwriter, an Additional Credit Party, and together with the Original Credit Parties, the Credit Parties) in respect of the Term Facility Facilities on the same terms contained within the Commitment Documents (other than with respect to the amount of our and any Additional Credit Party’s commitments in respect of the Term FacilityFacilities, which may be different) and with the same economics (on a pro rata basis) as the Original Credit Parties and with no more favourable titles and such that the underwriting proportions Underwriting Proportions of the Original Underwriters Underwriter in respect of the Term each relevant Facility are reduced by the aggregate applicable underwriting proportions assumed by the Additional Credit Party in respect of the Term such Facility, provided that: (i) no more than two three Additional Arrangers and two three Additional Underwriters may be appointed; (ii) the final aggregate underwriting proportions of all Additional Underwriters shall not exceed 2060% of the total amount of the Term FacilityFacilities; (iii) the final Underwriting Proportion of the Original Underwriter in respect of each of the Facilities shall be more than the underwriting proportions of any Additional Underwriter individually in respect of the same Facility; and (iv) no Additional Credit Party shall receive economics greater than any of the Original Credit Parties; (iv) the underwriting proportion assumed by the Additional Underwriters will reduce each Original Underwriter’s Underwriting Proportion on a pro rata basis; and (v) no Additional Credit Party shall be awarded the same title as that of any Original Credit Party or a more favourable titleParty; and (b) the Original Credit Parties will enter into any amendments to the then current form of the Commitment Documents or Facilities Agreement or any new Commitment Documents or Facilities Agreement and/or any other appropriate documentation to amend or replace the Commitment Documents, the Facilities Agreement, and any other Finance Documents (as defined in the Facilities Agreement) to reflect any changes required to reflect the accession of each Additional Credit Party and joining each Additional Credit Party as a party to the relevant Commitment Document, the Facilities Agreement and/or other Finance Document. 2.3 The obligations of each Credit Party are several and a failure by a Credit Party to perform its obligations under any of the Commitment Documents shall not affect the obligations of any other Credit Party. No Credit Party is responsible for the obligations of another Credit Party.

Underwriting commitments. 2.1 Each The Original Underwriter agrees to underwrite and fund the Term Facility in the amounts set out opposite its name below (an Underwriting Proportion). Ping An Bank Co., Ltd., Shanghai Branch (平安银行股份有限公司上海分行) 715,000,000 Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行) 385,000,000. 2.2 Notwithstanding any other provision in the Commitment Documents, the Original Credit Parties acknowledge and agree:agree that no later than the date falling 20 Business Days from the date of your countersignature of this letter (as such date may be extended from time to time with the prior written consent of the Credit Parties, acting reasonably and with such consent not to be unreasonably withheld or delayed): (a) you may mandate and appoint one or more other banks or financial institutions incorporated in the PRC (excluding their branches outside of the PRC or their offshore banking center) to join us as an arranger (each an Additional Arranger, together with the Original ArrangersArranger, the Arrangers) and/or underwriter (an the Additional Underwriter, together with the Original UnderwritersUnderwriter, the Underwriters, and each the Additional Arranger and each the Additional Underwriter, an Additional Credit Party, and together with the Original Credit Parties, the Credit Parties) in respect of the Term Facility on the same terms contained within the Commitment Documents (other than with respect to the amount of our and any Additional Credit Party’s commitments in respect of the Term Facility, which may be different) and with the same economics (on a pro rata basis) as the Original Credit Parties and with no more favourable titles (with all fees being split pro rata to the respective Underwriters’ commitments under their respective adjusted underwriting proportions) and such that the underwriting proportions of the Original Underwriters Underwriter in respect of the Term Facility are reduced pro rata to their respective applicable underwriting proportion by the aggregate applicable underwriting proportions assumed by the Additional Credit Party in respect of the Term such Facility, provided that: (i) no more than two three Additional Arrangers and two three Additional Underwriters may be appointed; (ii) the final aggregate underwriting proportions of all the Additional Underwriters Credit Parties shall not exceed 20662⁄3 % of the total amount of the Term FacilityFacility and provided that, the Original Underwriter shall always hold the single largest underwriting proportion; (iii) no Additional Credit Party shall receive economics greater than any of the Original Credit Parties;Parties (proportionate to their respective underwriting proportions); and (iv) the underwriting proportion assumed by the Additional Underwriters Underwriter will reduce each the Original Underwriter’s Underwriting Proportion on a pro rata basis; and (v) no Additional Credit Party shall be awarded the same title as that of any Original Credit Party or a more favourable title; , and (b) the Original Credit Parties and you will enter into any amendments to the then current form of the Commitment Documents or Facilities Facility Agreement or any new Commitment Documents or Facilities Facility Agreement and/or any other appropriate documentation as may be mutually agreed (each acting reasonably) to amend or replace the Commitment Documents, the Facilities Facility Agreement, and any other Finance Documents (as defined in the Facilities Facility Agreement) to reflect any changes reasonably required to reflect the accession of each Additional Credit Party and joining each Additional Credit Party as a party to the relevant Commitment Document, the Facilities Facility Agreement and/or other Finance Document. 2.3 The obligations of each Credit Party are several and a failure by a Credit Party to perform its obligations under any of the Commitment Documents shall not affect the obligations of any other Credit Party. No Credit Party is responsible for the obligations of another Credit Party.