SENIOR FACILITIES AGREEMENT Dated 27 MARCH 2019 FOR

Exhibit 4.25

EXECUTION VERSION

SENIOR FACILITIES AGREEMENT

Dated 27 MARCH 2019

FOR

ONESMART INTERNATIONAL EDUCATION GROUP LIMITED
精銳國際教育集團有限公司

as Borrower

ONESMART EDU INC.

ONESMART EDU (HK) LIMITED 精銳教育集團(香港)有限公司

as Original Offshore Guarantors

CHINA MINSHENG BANKING CORP., LTD. HONG KONG BRANCH

INDUSTRIAL BANK CO., LTD. HONG KONG BRANCH

UBS AG HONG KONG BRANCH

as Mandated Lead Arrangers and Bookrunners

AGRICULTURAL BANK OF CHINA, SEOUL BRANCH

as Mandated Lead Arranger

SIEMENS BANK GMBH SINGAPORE BRANCH

SPD SILICON VALLEY BANK CO., LTD.

as Lead Arrangers

with

UBS AG, SINGAPORE BRANCH

acting as Facility Agent

and

UBS AG, SINGAPORE BRANCH

acting as Security Agent

UP TO US$139,000,000 TERM FACILITY

and

UP TO US$61,000,000 GREENSHOE FACILITY

CONTENTS

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THIS AGREEMENT is dated 27 March 2019 and made between:

(1)                                 ONESMART INTERNATIONAL EDUCATION GROUP LIMITED 精銳國際教育集團有限公司 (previously known as One Smart Education Group Limited), an exempted company incorporated with limited liability under the laws of the Cayman Islands with company number 320611 and registered office at ▇▇▇▇▇▇ Corporate Services Limited, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇ the shares of which are listed on the New York Stock Exchange (Stock Code: ▇▇▇.▇▇)) (the “Borrower”);

(2)                                 ONESMART EDU INC. (previously known as Great Edu Inc.), a business company incorporated with limited liability under the laws of the British Virgin Islands with company number 1916296 and registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the “BVI Guarantor”);

(3)                                 ONESMART EDU (HK) LIMITED 精銳教育集團(香港)有限公司 (previously known as Great Edu (HK) Limited), a company incorporated under the laws of Hong Kong with registration number 2401253 and registered office at ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Queen’s Road Central, Hong Kong (the “HK Guarantor”, and together with the BVI Guarantor, the “Original Offshore Guarantors”);

(4)                                 CHINA MINSHENG BANKING CORP., LTD. HONG KONG BRANCH, INDUSTRIAL BANK CO., LTD. HONG KONG BRANCH and UBS AG HONG KONG BRANCH as mandated lead arrangers and bookrunners (whether acting individually or together the “Mandated Lead Arranger and Bookrunner”);

(5)                                 AGRICULTURAL BANK OF CHINA, SEOUL BRANCH as mandated lead arranger (the “Mandated Lead Arranger”);

(6)                                 SIEMENS BANK GMBH SINGAPORE BRANCH and SPD SILICON VALLEY BANK CO., LTD. as lead arrangers (whether acting individually or together the “Lead Arranger”);

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

(8)                                 UBS AG, SINGAPORE BRANCH as account bank (the “Account Bank”);

(9)                                 UBS AG, SINGAPORE BRANCH as agent of the Finance Parties (other than itself) (the “Facility Agent”); and

(10)                          UBS AG, SINGAPORE BRANCH as security agent and trustee for the Secured Parties (the “Security Agent”).

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IT IS AGREED as follows:

SECTION 1
INTERPRETATION

1.                                      DEFINITIONS AND INTERPRETATION

1.1                               Definitions

In this Agreement:

“Accession Deed” means a document substantially in the form set out in Schedule 10 (Form of Accession Deed).

“Account Control Agreement” means, in relation to an Onshore Mandatory Prepayment Account, the account control agreement made or to be made between the Onshore Group Member (in whose name the Onshore Mandatory Prepayment Account is held), the bank or financial institution (with whom such Onshore Mandatory Prepayment Account is held) and the Facility Agent, in form and substance satisfactory to the Facility Agent.

“Accounting Principles” means generally accepted accounting principles in the United States.

“Additional Guarantor” means a person which becomes a “Guarantor” in accordance with Clause 26.2 (Additional Guarantors).

“Administrative Parties” means each of the Facility Agent, the Security Agent and the Arranger (each an “Administrative Party”).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of any Holding Company of that person.

“Aggregate Total Greenshoe Facility Commitments” means, at any time, the aggregate of the Total Greenshoe Facility Commitments relating to each Greenshoe Facility.

“Alleviating After-School Burden Notice” means the “Notice on Alleviating After-School Burden on Primary and Middle School Students and Imposing Special Administration on After-School Training Institutions” promulgated by, among others, the General Office of the Ministry of Education in the PRC on 13 February 2018.

“Anti-Bribery and Corruption Laws” means the FCPA, the UK Bribery Act and all laws, rules and regulations issued, administered or enforced by the United States of America, the United Kingdom, the European Union or any of its member states, the PRC, Hong Kong or any other country or Governmental Agency, which laws, rules and/or regulations are applicable from time to time to any Obligor or any Group Member concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” means all applicable financial recordkeeping and reporting requirements and the applicable anti-money laundering statutes of

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jurisdictions where any Obligor or any Group Member conducts business and/or where any Group Member is incorporated or organised, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, which in each case are issued, administered or enforced by any Governmental Agency.

“Anti-Terrorism Laws” means the USA Patriot Act, the US Money Laundering Control Act of 1986 (18 USC sect. 1956), the US Executive Order No. 13224 on Terrorist Financing: Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, issued on 23 September 2001, as amended by Order 13268 or any similar law, rule or regulation enacted in any jurisdiction, including the United States, any member nation of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the United Nations.

“APLMA” means the Asia Pacific Loan Market Association Limited.

“Assignment Agreement” means, in relation to any assignment by any Lender of any or all of its rights under this Agreement, an assignment agreement substantially in a recommended form of the APLMA or any other form agreed between the applicable assignor, the applicable assignee and the Facility Agent.

“Arranger” means, whether acting individually or together, the Mandated Lead Arranger and Bookrunner (including, for the avoidance of doubt, the Original Mandated Lead Arranger and Bookrunner), the Mandated Lead Arranger and the Lead Arranger.

“Authorisation” means:

(a)                                 an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; and/or

(b)                                 in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency 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.

“Availability Period” means:

(a)                                 in relation to the Term Facility, the period from and including the date of this Agreement to and including the earlier of (a) the date falling three Months after the date of this Agreement and (b) the first date on which the Available Facility for the Term Facility is zero; and

(b)                                 in relation to any Greenshoe Facility, the period from and including the Greenshoe Facility Establishment Date relating to that Greenshoe Facility to and including the earlier of (a) the date falling one Month after that Greenshoe Facility Establishment Date and (b) the first date on which the Available Facility for that Greenshoe Facility is zero.

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“Available Commitment” means, in relation to a Facility and a Lender and save as otherwise provided in this Agreement, that Lender’s Commitment under that Facility minus:

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

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

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

“Base Case Model” means the financial model including profit and loss, balance sheet and cashflow projections in agreed form relating to the Group together with the written business plan in agreed form.

“Big Four” means PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche (or any local affiliate, alliance, joint venture or partnership or amalgamation of the same or their successors).

“Borrower Account Terms and Conditions” means the “Terms and Conditions for Acting as Account Bank” entered into between the Borrower and the Account Bank in connection with the Interest Reserve Account.

“Break Costs” means the amount (if any) by which:

(a)                                 the interest which a Finance Party should have received pursuant to the terms of this Agreement for the period from the date of receipt or recovery of all or any part of the principal amount of 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 Loan or had that Unpaid Sum so received or recovered been paid on the last day of that Interest Period;

exceeds:

(b)                                 the amount of interest which that Finance Party would be able to obtain by placing an amount equal to the principal amount of that Loan or equal to that Unpaid Sum so 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 that current Interest Period.

“Business Acquisition” means the acquisition of:

(a)                                 any company, shares or similar equity interests, business or undertaking; or

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(b)                                 the assets of any person which constitute all or substantially all of the assets of such person, or any division or line of business of such person; or

(c)                                  any properties or assets of a person other than in the ordinary course of trading,

and the foregoing shall include entry into, investment in or acquisition of any interest in any Joint Venture or partnership in whatever form but shall exclude acquisition of any Cash Equivalent, LTI or STI.

“Business Day” means:

(a)                                 for the purpose of determining LIBOR, a London Business Day;

(b)                                 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

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

“Cash and Cash Equivalents” have the meaning given to them under the Accounting Principles.

“Cash Pooling Accounts” means the Cash Pooling Accounts (Offshore) and the Cash Pooling Accounts (Onshore).

“Cash Pooling Accounts (Offshore)” means the account opened in the name of the Borrower with the Designated Onshore Bank Account Manager 境内资金账户管理行 and with account number *.

“Cash Pooling Accounts (Onshore)” means the account opened in the name of the Key WFOE with the Designated Onshore Bank Account Manager 境内资金账户管理行with account number *.

“CB Documents” means, in relation to any Offshore Convertible Bonds, the governing indenture and any other document evidencing their terms and conditions.

“CB Bondholders” means the holders from time to time of any Offshore Convertible Bonds.

“Change of Control” means:

(a)                                 at any time:

(i)                                     the Founder does not or ceases to directly or indirectly:

(A)                               beneficially own at least 31.09% of the Equity Interests (of each class) in the Borrower; or

(B)                               have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control, at least 75.0%

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of the votes that may be cast a general meeting of the Borrower;

(ii)                                any person or persons acting in concert hold or beneficially own, directly or indirectly, a percentage of Equity Interests (of any class) in the Borrower that is equal to or greater than the percentage of Equity Interests (of such class) in the Borrower that is beneficially owned directly or indirectly by the Founder; or

(iii)                             the Founder does not or ceases to have (A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise), to direct or cause the direction of the management and policies of the Borrower and (B) the right to nominate directors of the Borrower which directors comprise a majority of the board of directors of the Borrower and carry the majority of the voting rights capable of being exercised by directors of the Borrower;

(b)                                 at any time, the Borrower:

(i)                                   does not or ceases to directly or indirectly:

(A)                               beneficially own at least the Applicable Percentage of the Equity Interests in each Subsidiary (other than, prior to any VIE Unwind, a VIE Group Member) of the Borrower;

(B)                               does not or ceases to beneficially own at least the Applicable Percentage of the economic interests in each Subsidiary of the Borrower; or

(C)                               have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control, at least the Applicable Percentage of the votes that may be cast a general meeting of in each Subsidiary of the Borrower,

where, for the purposes of this paragraph (b)(i), the “Applicable Percentage” means:

(1)                                 (in respect of any Group Member which is not wholly-owned by the Borrower as of the date of this Agreement) the actual percentage of the direct and indirect beneficial ownership of, or the power to cast or control, the Equity Interests, the economic interests or the votes (as applicable) by the Borrower in respect of that Subsidiary as of the Date of this Agreement; and

(2)                                 (otherwise) 100%;

(ii)                                does not or ceases to have (A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise), to direct or cause the direction of the management and policies in each Subsidiary of the Borrower and (B) the right to nominate directors in each Subsidiary of the Borrower which directors comprise the entirety of the

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board of directors of that Subsidiary and carry all of the voting rights capable of being exercised by directors of that Subsidiary;

(c)                                  the Founder does not or ceases to:

(i)                                   directly beneficially own at least 28.9% of the Equity Interests in Shanghai OneSmart (or such higher percentage resulting from any transfer(s) of such Equity Interests from Shanghai Jingrui Education Technology Group);

(ii)                                directly beneficially own at least 62.0% of the Equity Interests in Shanghai Rui Si (or such higher percentage resulting from any transfer(s) of such Equity Interests from Shanghai Jingrui Education Technology Group); or

(iii)                             directly or indirectly beneficially own 100% of the Equity Interests in any VIE Group Member party to a VIE Contract (other than Shanghai OneSmart or Shanghai Rui Si);

(d)                                 Shanghai Jingrui Education Technology Group does not or ceases to directly beneficially own:

(i)                                   71.1% of the Equity Interests in Shanghai OneSmart (or such lower percentage resulting from any transfer(s) of such Equity Interests to the Founder); or

(ii)                                38.0% of the Equity Interests in Shanghai Rui Si (or such lower percentage resulting from any transfer(s) of such Equity Interests to the Founder); or

(e)                                  at any time, an Onshore Parent does not or ceases to directly or indirectly beneficially own at least the Applicable Percentage of the Equity Interests in its Subsidiary (except pursuant to a Permitted Employee Share Issuance) where, for the purposes of this paragraph (e), the “Applicable Percentage” means:

(i)                                   (in respect of any Group Member which is not wholly-owned by an Onshore Parent as of the date of this Agreement) the actual percentage of the direct and indirect beneficial ownership of the Equity Interests by the relevant Onshore Parent in respect of that Subsidiary as of the Date of this Agreement; and

(ii)                                (otherwise) 100%.

“Charged Property” means all of the assets of any or all of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Code” means the US Internal Revenue Code of 1986.

“Commitment” means a Term Facility Commitment or a Greenshoe Facility Commitment.

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“Compliance Certificate” means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate) or any other form agreed between the Facility Agent and the Borrower.

“Compliant Centre” means a study centre:

(a)                                 which meets and satisfies the Educational Licensing Requirements; or

(b)                                 which does not meet or satisfy the Educational Licensing Requirements, but applications have been duly made to the relevant Governmental Agencies to meet and satisfy such requirements and no rejection or denial has been received.

“Confidential Information” means all information relating to the Obligors, the Group Members, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a)                                 any Obligor, any Group Member or any of their respective advisers; or

(b)                                 another Finance Party, if such information was obtained by that other Finance Party directly or indirectly from any Obligor, any Group Member or any of their respective advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)                                    is or becomes public information other than as a direct or indirect result of any breach by that first-mentioned Finance Party of Clause 27 (Disclosure of Information);

(ii)                                 is identified in writing at the time of delivery as non-confidential by any Obligor, any Group Member or any of their respective advisers; or

(iii)                              is known by that first-mentioned Finance Party before the date such information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that first-mentioned Finance Party after that date, from a source which is, as far as that first-mentioned Finance Party is aware, unconnected with the any Obligor or any Group Member and which, in either case, as far as that first-mentioned Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreed between the Borrower and the Facility Agent.

“Constitutional Documents” means, in respect of any person, the certificate of incorporation, the memorandum of association and the articles of association (or, in each case, the equivalent thereof), any certificate of change of name and any other

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constitutional documents of such person, including any amendments and/or supplements thereto.

“Control” means, in relation to any person, the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or affairs of such person, whether through the ownership of voting securities, by contract or otherwise (and the term “Controlled” shall be construed accordingly).

“Debenture” means a debenture to be entered into by the Borrower, the BVI Guarantor and the HK Guarantor in favour of the Security Agent in respect of their respective assets, in form and substance satisfactory to the Security Agent.

“Default” means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Deferred Consideration” means any vendor loans or notes, earn out or other deferred or contingent payment arrangement (and for this purpose including any purchase price adjustment resulting in payables or amounts due to the vendor) in connection with a Business Acquisition.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Designated Onshore Bank Account Manager 境内资金账户管理行” means Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, Putuo Sub-branch (or any of its Affiliates).

“Disruption Event” means either or both of:

(a)                                 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 the Facilities (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

(b)                                 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:

(i)                                     from performing its payment obligations under the Finance Documents; or

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

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

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“Educational Licensing Requirements” the licensing and compliance requirements under The Law for Promoting Private Education and Alleviating After-School Burden Notice (and under any other law, regulation or notice relating to educational permits, business license or school license that may be issued or implemented from time to time) which are, in each case, applicable to the Group.

“Elected Amount” has the meaning give to it in paragraph (a)  of Clause 8.3 (Interest Reserve Account).

“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law in any jurisdiction in which any Obligor or any Group Member conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants.

“Environmental Permits” means any Authorisation and/or the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Group Member conducted on or from any of the properties owned or used by any Group Member.

“Equity-funded Acquisition” means any Business Acquisition or acquisition of any interest in any LTI by a Group Member and which is solely:

(a)                                 funded from the proceeds of an allotment or issuance of ordinary shares in the Borrower; or

(b)                                 made by way of an exchange for ordinary shares in the Borrower; or

(c)                                  funded and made by any combination of the foregoing,

provided that, for the avoidance of doubt, any acquisition made or funded with the proceeds of any Offshore Convertible Bonds (whether whole or in part) shall not be regarded as an Equity-funded Acquisition.

“Equity Interest” means, in relation to any person:

(a)                                 any shares of any class or capital stock of or equity interest in such person or any depositary receipt in respect of any such shares, capital stock or equity interest;

(b)                                 any securities 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 securities; or

(c)                                  any option, warrant or other right to acquire any such shares, capital stock, equity interest, securities or depositary receipts referred to in paragraphs (a) and/or (b).

“Equity Pledges” means:

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(a)                                 the Equity Pledge (Key WFOE), the Equity Pledge (WFOE 1), the Equity Pledge (WFOE 2) and the Equity Pledge (WFOE 3); and

(b)                                 any equity pledge in respect of Equity Interests in an entity established in the PRC in favour of the Security Agent, in form and substance satisfactory to the Security Agent.

“Equity Pledge (Key WFOE)” means an equity pledge agreement or contract to be entered into by HK Guarantor in favour of the Security Agent in respect of its Equity Interests in the Key WFOE, in form and substance satisfactory to the Security Agent.

“Equity Pledge (WFOE 1)” means an equity pledge agreement or contract to be entered into by HK Guarantor in favour of the Security Agent in respect of its Equity Interests in the WFOE 1, in form and substance satisfactory to the Security Agent.

“Equity Pledge (WFOE 2)” means an equity pledge agreement or contract to be entered into by HK Guarantor in favour of the Security Agent in respect of its Equity Interests in the WFOE 2, in form and substance satisfactory to the Security Agent.

“Equity Pledge (WFOE 3)” means an equity pledge agreement or contract to be entered into by HK Guarantor in favour of the Security Agent in respect of its Equity Interests in the WFOE 3, in form and substance satisfactory to the Security Agent.

“Event of Default” means any event or circumstance specified in Clause 23 (Events of Default).

“Existing CITIC Facility” means the facility made available under the facility agreement dated 3 January 2019 and made between Shanghai OneSmart and China CITIC Bank Corporation Limited Shanghai Branch for a total commitment of RMB68,000,000 (together with any guarantee granted in connection therewith).

“Existing CMB Facility” means the facility made available under the facility agreement dated 24 July 2018 and made between Shanghai OneSmart and China Merchants Bank Co., Ltd., Shanghai Dongfang Sub-Branch for a total commitment of RMB150,000,000 (together with any guarantee granted in connection therewith).

“Existing Onshore Facility” means the Existing CITIC Facility, the Existing CMB Facility or the Existing SPD Facility.

“Existing Onshore Financing Documents” means the facility/ies agreements, the related guarantee agreements and any other agreement or document evidencing the terms and conditions of the Existing Onshore Facilities.

“Existing SPD Facility” means the facility made available under the facility agreement dated 27 November 2017 and made between Shanghai OneSmart and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, Putuo Sub-branch for a total commitment of RMB450,000,000 (together with any guarantee granted in connection therewith).

“Existing VIE Contract” means an agreement, instrument or arrangement set out in paragraphs (a) to (j) of the definition of “VIE Contracts”.

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“Facility” means the Term Facility or any Greenshoe Facility.

“Facility Office” means the office or offices notified by a 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(s) through which it will perform its obligations under this Agreement.

“Fangda Memorandum” means the written advice by Fangda Partners in relation to, among others, the Regulations on the Implementation of the PRC Law for Promoting Private Education (中华人民共和国民办教育促进法实施条例) and the Opinions of the General Office of the State Council on Regulating the Development of Afterschool Tutoring Institutions (国务院办公厅关于规范校外培训机构发展的意见) (which is capable of being disclosed by a Finance Party on a confidential and non-reliance basis).

“FATCA” means:

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

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

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

“FATCA Application Date” means:

(a)                                 in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)                                 in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“FATCA FFI” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction.

“FCPA” means the United States Foreign Corrupt Practices ▇▇▇ ▇▇▇▇, as amended, and the rules and regulations thereunder.

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“Fee Letter” means any letter or letters referring to this Agreement or a Facility between one or more of the Administrative Parties and the Borrower setting out any of the fees referred to in Clause 2.2 (The Greenshoe Facilities) or Clause 12 (Fees).

“Final Maturity Date” means the date falling 36 Months after the Initial Utilisation Date.

“Finance Documents” means this Agreement, any Accession Deed, the Security Documents, any Account Control Agreement, the Fee Letters, any Hedging Agreement, the Intercreditor Agreement, any Utilisation Request, any Greenshoe Facility Accession Agreement, the Borrower Account Terms and Conditions and any other document(s) designated as such by the Facility Agent and the Borrower (each a “Finance Document”), provided that where the term “Finance Documents” is used it shall not include the Borrower Account Terms and Conditions for the purposes of Clause 24 (Changes to the Lenders) and Clause 36 (Amendments and Waivers), and provided further that where the term “Finance Document” is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedging Agreement shall be a Finance Document only for the purposes of:

(a)                                 the definition of “Default”;

(b)                                 the definition of “Material Adverse Effect”;

(c)                                  the definition of “Security Document”;

(d)                                 the definition of “Transaction Document”;

(e)                                  paragraph (a)(ii) of Clause 1.2 (Construction);

(f)                                   Clause 18 (Guarantee and Indemnity); and

(g)                                  Clause 23 (Events of Default) (other than Clause 23.22 (Acceleration)).

“Finance Lease” means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease.

“Finance Parties” means the Account Bank, the Facility Agent, the Security Agent, the Arranger, the Lenders and the Hedge Counterparties (each a “Finance Party”), provided that where the term “Finance Party” is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedge Counterparty shall be a Finance Party only for the purposes of:

(a)                                 the definition of “Secured Parties”;

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

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

(d)                                 Clause 15.3 (Conduct of business by the Finance Parties);

(e)                                  Clause 18 (Guarantee and Indemnity); and

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(f)                                   Clause 22.31 (Further assurance).

“Financial Indebtedness” means any indebtedness for or in respect of:

(a)                                 monies borrowed and/or any debit balance at any bank or financial institution;

(b)                                 any amount raised by acceptance under any acceptance credit facility or by any ▇▇▇▇ discounting or factoring facility or by any dematerialised equivalent of any of the foregoing;

(c)                                  any amount raised pursuant to any note payables, or any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)                                 the amount of any liability in respect of any Finance Lease;

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

(f)                                   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 termination or close-out of that Treasury Transaction, such amount) shall be taken into account);

(g)                                  any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(h)                                 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 any asset or service that is the subject of such agreement or (ii) such agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;

(i)                                     any arrangement pursuant to which an asset sold or otherwise disposed of by any person may be re-acquired by such person, any Affiliate of such person or any person acting in accordance with the directions of such person or any Affiliate of such person;

(j)                                    any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) on or before the Final Maturity Date or is otherwise classified as a borrowing under the Accounting Principles;

(k)                                 any amount raised under any other transaction (including any forward sale or purchase agreement, sale and sale back and/or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as a borrowing under the Accounting Principles; and/or

(l)                                     the amount of any liability in respect of any guarantee or indemnity or other assurance against financial loss for any of the items referred to in paragraphs ‎(a) to ‎(k) above.

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“Financial Year” means the annual accounting period of the Group ending on or about 31 August in each year.

“Founder” means Mr ▇▇▇▇▇ ▇▇, the holder of passport number * issued by the Government of the PRC.

“Founder Entities” means the Founder and Happy Edu Inc., a business company incorporated with limited liability under the laws of the British Virgin Islands with registered number 1937533 (each a “Founder Entity”).

“Governmental Agency” means any government or any governmental agency, semi-governmental regulatory or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute).

“Greenshoe Facility” means any term loan facility that may be established and made available under this Agreement as described in Clause 2.2 (The Greenshoe Facilities).

“Greenshoe Facility Accession Agreement” means a document substantially in the form set out in Schedule 11 (Form of Greenshoe Facility Accession Agreement).

“Greenshoe Facility Commitment” means:

(a)                                 in relation to an Original Greenshoe Facility Lender, the amount in USD set opposite its name under the heading “Greenshoe Facility Commitments” in the relevant Greenshoe Facility Accession Agreement and the amount of any other Greenshoe Facility Commitment relating to the relevant Greenshoe Facility transferred to it under this Agreement; and

(b)                                 in relation to a Greenshoe Facility and any other Greenshoe Facility Lender, the amount of any Greenshoe Facility Commitment relating to that Greenshoe Facility transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Greenshoe Facility Establishment Date” means, in relation to a Greenshoe Facility, the later of:

(a)                                 the proposed Greenshoe Facility Establishment Date specified in the relevant Greenshoe Facility Accession Agreement; and

(b)                                 the date on which the Facility Agent executes the relevant Greenshoe Facility Accession Agreement.

“Greenshoe Facility Lender” means, in relation to a Greenshoe Facility, any person which becomes a Lender under the Greenshoe Facility in accordance with Clause 2.2 (The Greenshoe Facilities) or Clause 24 (Changes to the Lenders), which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“Greenshoe Facility Majority Lenders” means, in relation to a Greenshoe Facility, a Lender or Lenders whose Greenshoe Facility Commitments relating to that Greenshoe Facility aggregate more than 662/3 per cent. of the Total Greenshoe Facility Commitments relating to that Greenshoe Facility (or, if those Total Greenshoe

15

Facility Commitments have been reduced to zero, aggregated more than 662/3 per cent. of those Total Greenshoe Facility Commitments immediately prior to that reduction).

“Greenshoe Facility Supplemental Security” means, in relation to a Greenshoe Facility, such documents (if any) as are determined to be reasonably necessary by the Security Agent (after consultation with the Borrower and having regard to the customary legal practice of the jurisdiction of incorporation or establishment of the Obligors) to provide the Greenshoe Facility Lenders under that Greenshoe Facility with the benefit of Security, guarantees, indemnities and other assurance against loss equivalent to the Security, guarantees, indemnities and other assurance against loss provided to the Lenders under the Term Facility pursuant to the Finance Documents (other than any lack of equivalence directly consequent to being provided later in time).

“Greenshoe Loan” means, in relation to a Greenshoe Facility and as the context requires, a loan made or to be made under that Greenshoe Facility or the principal amount outstanding for the time being of that loan.

“Greenshoe Loan Repayment Instalment” has the meaning given to that term in Clause 6.1 (Repayment of Loans).

“Group” means the Borrower and its Subsidiaries from time to time, and the VIE Group Members from time to time.

“Group Member” means any member of the Group.

“Group Structure Chart” means a group structure chart in respect of the Group in agreed form.

“Group WFOE” means any Onshore Group Member which is directly legally held (in whole or in part) by an Offshore Group Member from time to time (being as at the date of this Agreement, Key WFOE, WFOE 1, WFOE 2 and WFOE 3).

“Guarantors” means the Original Offshore Guarantors and each Additional Guarantor (each a “Guarantor”).

“Hedge Counterparty” means a person which:

(a)                                 is, at the time of its entry into a Hedging Agreement, a Lender or an Affiliate of a Lender; and

(b)                                 is or has become a Party as a “Hedge Counterparty” in accordance with Clause 24.8 (Accession of Hedge Counterparties) and a party to the Intercreditor Agreement as a Hedge Counterparty in accordance with the provisions of the Intercreditor Agreement.

“Hedging Agreement” means any master agreement, confirmation, schedule or other agreement entered into or to be entered into by the Borrower and a Hedge Counterparty for the purpose of hedging foreign exchange liabilities and/or interest rate liabilities relating to any or all of the Facilities only.

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“Holding Company” means, in relation to a company, corporation or entity, any other company, corporation or entity in respect of which it is a Subsidiary.

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.

“Information Package” means each of the Base Case Model and the Management Presentation.

“Initial Utilisation Date” means the date on which the first Loan is made under this Agreement.

“Intellectual Property” means:

(a)                                 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

(b)                                 the benefit of all applications and rights to use such assets of each Group Member (which may now or in the future subsist).

“Intercreditor Agreement” means the intercreditor agreement dated on or about the date as this Agreement and made between, among others, UBS AG, Singapore Branch as Security Agent and as senior agent, the Lenders (as Senior Lenders), the Arranger (as Senior Arrangers), the Debtors and the Intra-Group Lenders (each as defined in the Intercreditor Agreement).

“Interest Period” means:

(a)                                 in relation to a Loan, any period determined in accordance with Clause 10 (Interest Periods); and/or

(b)                                 in relation to an Unpaid Sum, any period determined in accordance with Clause 9.3 (Default interest).

“Interest Reserve Account” means the account of the Borrower:

(a)                                 held with the Account Bank with account number *; and

(b)                                 which is subject to Security in favour of the Security Agent (which Security is in form and substance satisfactory to the Security Agent),

(as the same may be re-designated, substituted or replaced from time to time).

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“Interest Reserve Account Charge” means an account charge agreement to be entered into by the Borrower in favour of the Security Agent in respect of the Interest Reserve Account, in form and substance satisfactory to the Security Agent.

“Interest Reserve Amount” means, as at any date, the aggregate amount of interest accruing on the Loans during the period of six (6) Months from such date. For the purposes of such calculation as at any date, it shall be assumed that:

(a)                                 the amount of the Loans shall not be reduced at any time during such period;

(b)                                 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; and

(c)                                  each Loan (if any) to be made on such date of calculation has been made in full.

“Interpolated Screen Rate” means, in relation to LIBOR for any Loan or any Unpaid Sum and any Interest Period relating thereto, the rate (rounded to the same number of decimal places as the two Screen Rates referred to below) for the period equal in length to such Interest Period which results from interpolating on a linear basis between:

(a)                                 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 duration of such Interest Period; and

(b)                                 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 duration of such Interest Period,

each as of the Specified Time on the Quotation Day (for the currency of such Loan or such Unpaid Sum and a period comparable to that Interest Period).

“Joint Venture” has the meaning given to such term in Clause 21.1 (Financial definitions).

“Juren Investments” means:

(a)                                 the acquisition of the minority shares in Beijing Tus-Juren Education Technology Co., Ltd. pursuant to a sale and purchase agreement dated 23 September 2018 (as originally entered into); and

(b)                                 the grant of a convertible loan by 上海精锐教育投资有限公司 to Beijing Tus-Juren Education Technology Co., Ltd. pursuant to a loan agreement dated 5 November 2018 (as originally entered into).

“Key WFOE” means Shanghai ▇▇▇▇ ▇▇▇ ▇▇▇ Information and Technology Co., Ltd. (上海精学锐信息科技有限公司), a wholly foreign-owned enterprise incorporated under the laws of the PRC, with its registered address at Floor 3 and 4, No.1 of Lane 65, ▇▇▇▇ ▇▇▇▇ Road, Free Trade Zone, Shanghai, PRC, and (as of the date of this Agreement) its legal representative being ▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

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“Lender” means:

(a)                                 a Term Facility Lender; or

(b)                                 a Greenshoe Facility Lender,

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“LIBOR” means, in relation to any Loan or Unpaid Sum and any Interest Period relating thereto, the rate per annum equal to:

(a)                                 the applicable Screen Rate; or

(b)                                 (if no Screen Rate is available for the currency of such Loan or Unpaid Sum and a period equal in length to such Interest Period) the Interpolated Screen Rate for such Loan or such Unpaid Sum and such Interest Period,

as of, in the case of paragraph (a), the Specified Time on the Quotation Day for the currency of such Loan or Unpaid Sum and for a period comparable to that Interest Period, provided that if such rate is less than zero, LIBOR for such Loan or Unpaid Sum and such Interest Period shall (without prejudice to Clause 11.1 (Market disruption)) be deemed to be zero.

“Loan” means a Term Loan or a Greenshoe Loan.

“London Business Day” means a day (other than a Saturday or Sunday) on which banks are open for transaction of domestic and foreign exchange business in London.

“LTI” has the meaning given to it in Clause 22.11 (Acquisitions (Investment)).

“Majority Lenders” means:

(a)                                 (for the purposes of paragraph (a) of Clause 36.2 (Required consents) in the context of a waiver in relation to a proposed Utilisation of a Greenshoe Facility of the condition in Clause 4.2 (Further conditions precedent)) the Greenshoe Facility Majority Lenders under that Greenshoe Facility; and

(b)                                 (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).

“Management Presentation” means the written presentation entitled “Management Presentation” dated December 2018.

“Margin” means 2.7% per annum.

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“Material Adverse Effect” means a material adverse effect on:

(a)                                 the business, operations, assets or financial conditions of:

(i)                                     any Obligor; or

(ii)                                  the Group taken as a whole; or

(iii)                               the VIE Group taken as a whole;

(b)                                 the ability of any Obligor to perform its obligations under any or all of the Finance Documents or the ability of any Group Member to perform its obligations under any or all of the Relevant Documents to which it is a party; or

(c)                                  the legality, validity or enforceability of, or the effectiveness or ranking of any Security or any subordination created or purported to be created pursuant to, any or all of the Finance Documents or any or all of the rights or remedies of any Finance Party under any or all of the Finance Documents or any or all of the rights or remedies of any person party to a Relevant Document.

“Material WFOE” means, at any time, any Group WFOE which:

(a)                                 is or becomes a VIE Counterparty;

(b)                                 has turnover (excluding intra-group items) representing five per cent. or more of the turnover of the Group, each calculated on a consolidated basis;

(c)                                  has earnings before interest, tax, depreciation and amortisation calculated on the same basis as EBITDA (as defined in Clause 21.1 (Financial definitions)) representing five per cent. or more of EBITDA (as defined in Clause 21.1 (Financial definitions)) of the Group, each calculated on a consolidated basis; or

(d)                                 has gross assets (excluding intra-group items) representing five per cent. or more of the gross assets of the Group, each calculated on a consolidated basis,

calculated (in the case of paragraphs (b) to (d) above) on quarterly basis by reference to: (w) the most recent Compliance Certificate supplied by the Borrower; (x) the latest financial statements of that Group WFOE (consolidated if it has Subsidiaries) and the latest consolidated financial statements of the Group (each in respect of the Relevant Period to which that Compliance Certificate relates); (y) (in the case of paragraphs (b) and (c) above) in respect of the Relevant Period to which that Compliance Certificate relates; and (z) (in the case of paragraph (d) above) as of the last day of the Relevant Period to which that Compliance Certificate relates.

“MOFCOM” means the Ministry of Commerce of the PRC (including its successors) and its local counterparts.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

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

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

(c)                                  if any period begins on the last Business Day of a calendar month, that period shall end on the last Business Day in the calendar month in which that period is to end.

The above rules will only apply to the last Month of any period.

“NDRC” means the National Development and Reform Commission of the PRC (including its successors) and its local counterparts.

“NDRC Circular 2044” means the Circular on Promoting the Reform of the Filing and Registration Regime for Issuance of Foreign Debt by Enterprises (《国家发展改革委关于推进企业发行外债备案登记制度管理改革的通知》发改外资[2015] 2044号) issued by the NDRC on 14 September 2015 and its implementation rules and interpretations.

“NDRC Requirements” means the filing and registration requirements under the NDRC Circular 2044.

“Non-Compliant Centre” means a study centre:

(a)                                 which does not meet or satisfy any Educational Licensing Requirement; and

(b)                                 in respect of which (x) applications have not been made to obtain all the requisite Authorisations to meet and satisfy the Educational Licensing Requirements or (y) such applications have been made but a rejection or denial has been received from any relevant Governmental Agency.

“Non-Equity funded Acquisition” means any Business Acquisition or acquisition of any interest in any LTI by a Group Member and which is not an Equity-funded Acquisition.

“Non-Group Entity” has the meaning given to it in Clause 21.1 (Financial definitions).

“NYSE” means the New York Stock Exchange and any market for listed securities operated by the New York Stock Exchange.

“Obligors” means the Borrower and the Guarantors (each an “Obligor”).

“Obligors’ Agent” means the Borrower, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.11 (Obligors’ Agent).

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“Offshore Convertible Bonds” means any convertible bonds issued by the Borrower (which are convertible solely into the ordinary shares of the Borrower):

(a)                                 where the proceeds of such issuance are applied towards:

(i)                                     the working capital purposes or the Capital Expenditure of the Group;

(ii)                                  acquisitions of companies, businesses, undertakings or assets or financial investments, in each case as permitted under Clause 22.10 (Acquisitions (Business)) and Clause 22.11 (Acquisitions (Investment)) respectively; or

(iii)                               prepayment or repayment of the Facilities or purchase, redemption, defeasance or discharge of any other Offshore Convertible Bonds;

(b)                                 which do not have the benefit of:

(i)                                     any Security from any Group Member and which are otherwise unsecured;

(ii)                                  any guarantee, indemnity or other assurance against loss by any Group Member and which are otherwise unguaranteed (other than any guarantee, indemnity or assurance from the Borrower in customary form and a personal guarantee from the Founder);

(c)                                  which require repayment or redemption in full in a single instalment on the date of its maturity, and which does not provide for any scheduled amortisation payments (however denominated, including scheduled offers to repurchase or any sinking fund provisions);

(d)                                 the stated final maturity of which falls at least 6 months after the Final Maturity Date, and such stated final maturity is not subject to any conditions that could result in such stated final maturity occurring on a date that precedes such date (ignoring for this purpose any acceleration or mandatory repayment, prepayment, redemption or repurchase);

(e)                                  the Borrower would have remained in compliance with its obligations under Clause 21 (Financial Covenants) if the covenant test was recalculated for the Relevant Period ending on the Quarter Date immediately prior to such issuance, for this purpose:

(i)                                     as if the Financial Indebtedness to be incurred in connection with such issuance had been incurred in full at the start of, and for the duration of, that Relevant Period (with interest accruing at the rate that would have applied had the Offshore Convertible Bonds been issued in full at the start of the Relevant Period); and

(ii)                                  Total Debt shall be reduced or increased (as applicable) to take into account any repayment, incurrence or assumption of Financial Indebtedness made after that Quarter Date,

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and the Borrower has delivered to the Facility Agent a certificate signed by two directors or authorised signatories of the Borrower which evidences (with calculations in reasonable detail) such compliance and such certificate shall further certify other matters and requirements set out in this definition of “Offshore Convertible Bonds”; and

(f)                                   no Event of Default is continuing or would result from the proposed issuance;

(g)                                  the early redemption right of the Borrower (if any) is limited to a tax call right, which shall be exercisable upon any requirement on the Borrower to withhold or deduct tax from payments of principal or interest to a CB Bondholder (but there shall be no right to call upon the parity value exceeding a certain percentage of the conversion price or upon any conversion, redemption, purchase or cancellation of a certain percentage of the Offshore Convertible Bonds);

(h)                                 the early redemption right of the CB Bondholders (if any) is limited to a change of control put (which definition of change of control shall be on market terms and shall be not more restrictive with respect to the Borrower than the definition of “Change of Control” hereunder); and

(i)                                     the covenants and events of default applicable to such Offshore Convertible Bonds shall be on market terms and shall be not more restrictive (taken as a whole) with respect to the Borrower and its Subsidiaries than the covenants and events of default contained in this Agreement respectively.

“Offshore Group Member” means a Group Member which is established or incorporated outside the PRC.

“Onshore Group Member” means a Group Member which is established or incorporated in the PRC.

“Onshore Indebtedness” means the outstanding amount of all Financial Indebtedness of the Onshore Group Members.

“Onshore Indebtedness Basket” means, as at any date, the amount equal to: (i) the EBITDA of the Group as certified in the Compliance Certificate most recently delivered to the Facility Agent in accordance with this Agreement multiplied by (ii) 1.5, provided that if such date falls prior to the date on which the first Compliance Certificate is delivered to the Facility Agent in accordance with this Agreement, then the EBITDA of the Group shall be that determined by the Original MLAB on the basis of the Original Financial Statements (or such other financial statements considered appropriate by it).

“Onshore Mandatory Prepayment Account” means an account:

(a)                                 held in the PRC by an Onshore Group Member with a Finance Party or its Affiliate (or, in the event that such account is unable to be opened or maintained with a Finance Party or its Affiliate, with any bank or financial institution);

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(b)                                 identified in writing between the Borrower and the Facility Agent as an “Onshore Mandatory Prepayment Account”;

(c)                                  subject to an Account Control Agreement; and

(d)                                 from which no withdrawals may be made except as contemplated by this Agreement,

(as the same may be re-designated, substituted or replaced from time to time).

“Onshore Non-Group Entity” means a Non-Group Entity established or incorporated in the PRC.

“Onshore Parents” means Shanghai OneSmart and Shanghai Rui Si (each an “Onshore Parent”).

“Original Financial Statements” means:

(a)                                 the audited consolidated financial statements of the Borrower for the Financial Year ended 31 August 2018; and

(b)                                 the unaudited consolidated management accounts of the Borrower for the financial quarter ended 30 November 2018.

“Original Greenshoe Facility Lender” means, in respect of a Greenshoe Facility, a financial institution listed as a lender in the relevant Greenshoe Facility Accession Agreement.

“Original Jurisdiction” means:

(a)                                 in relation to the BVI Guarantor, the British Virgin Islands;

(b)                                 in relation to the Borrower, the Cayman Islands;

(c)                                  in relation to the HK Guarantor, Hong Kong;

(d)                                 in relation to each of the Key WFOE, the Three WFOEs and the Onshore Parents, the PRC; or

(e)                                  in relation to any other Obligor, its jurisdiction of incorporation or organisation as at the time when such Obligor becomes an Obligor.

“Original Lender” means, as the context requires, an Original Term Facility Lender and/or an Original Greenshoe Facility Lender.

“Original Mandated Lead Arranger and Bookrunner” or “Original MLAB” means UBS AG Hong Kong Branch.

“Party” means a party to this Agreement.

“Permitted Dissolution” means any solvent liquidation or dissolution of any member of the Group (other than the Key WFOE, a Material WFOE, an Obligor or a VIE Counterparty) where:

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(a)                                 all payments and assets distributed as a result of such liquidation or dissolution are distributed to members of the Group that are holders of shares in such first-mentioned member of the Group (and not to any VIE Shareholder or any other person that is not a member of the Group); and

(b)                                 such liquidation or dissolution would not, and could not reasonably be expected to: (x) have any Material Adverse Effect; or (y) prejudice the validity or the effectiveness of, or the ability of a Group Member to maintain or operate its business under, the VIE Structure; or (z) prejudice the ability of Onshore Group Members to engage in foreign exchange activities or to remit funds to Offshore Group Members.

“Permitted Employee Share Issuance” means the issuance of shares by the Subsidiaries of Shanghai OneSmart (each an “Option Company”) pursuant to the exercise of options granted under the employee share incentive scheme adopted by Shanghai OneSmart in March 2017, provided that (i) only options may be granted under the scheme (ii) options shall be forfeited upon the termination of a grantee’s employment (iii) the aggregate of shares so issued pursuant to any and all exercises of the options shall not at any time exceed (for any and all such issuances) 30 per cent. (or such lesser percentage specified in that scheme as being the applicable maximum) of the total issued share capital of any Option Company and (iv) the shares so issued pursuant to the exercise of the options shall not carry any voting rights.

“Permitted Lender Shareholder” means a Lender or a potential Lender which:

(a)                                 deals in shares in or securities of the Borrower where the relevant teams of that Lender or that potential Lender engaged in such dealings operate on the public side of an information barrier;

(b)                                 is or becomes an investor or equity holder in the Borrower as a consequence of a debt-for-equity swap, provided that post-swap the relevant teams of that Lender or that potential Lender engaged in dealings of shares operate on the public side of an information barrier;

(c)                                  engages in any merger and acquisition or other advisory activity in relation to or on behalf of a Group Member; or

(d)                                 is or becomes an investor or equity holder in the Borrower through a separately managed investment fund or vehicle owned or managed by that Lender or that potential Lender, provided that the relevant teams of that Lender or that potential Lender involved in such private equity investment fund are separated from any teams or employees of that Lender or that potential Lender working in relation to the Group and the Finance Documents (and related transactions) by way of an information barrier.

“Permitted Reorganisation” means:

(a)                                 any Permitted Dissolution; and/or

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(b)                                 any solvent amalgamation, merger or consolidation which involves a member of the Group (other than the Borrower, the Key WFOE, a Material WFOE or a VIE Counterparty) where:

(i)                                     if any Obligor is involved in such amalgamation, merger or consolidation, that Obligor shall be the surviving entity of such amalgamation, merger or consolidation;

(ii)                                  such amalgamation, merger or consolidation does not involve any VIE Shareholder or any other person that is not a member of the Group;

(iii)                               all of the obligations expressed to be assumed by each Obligor (that is involved in such amalgamation, merger or consolidation) under the Finance Documents shall be and continue to be legal, valid, binding and enforceable as against such surviving entity after such amalgamation, merger or consolidation, and none of the obligations of any Obligor under any Finance Document, or the legality, validity, binding nature or enforceability thereof, would be adversely affected in any way by such amalgamation, merger or consolidation,

(iv)                              none of the validity, priority or effectiveness of the Transaction Security or the guarantee or indemnity granted hereunder (the “Guarantee”) (or any part thereof) will be prejudiced by such amalgamation, merger or consolidation, save to the extent that (as applicable):

(A)                               equivalent Transaction Security (that is valid and effective and has the same priority as such first-mentioned Transaction Security) has been created over the assets that were subject to such first-mentioned Transaction Security immediately prior to such amalgamation, merger or consolidation (and, without prejudice to the foregoing, to the extent that the shares of or equity in any member of the Group involved in such amalgamation, merger or consolidation are subject to Transaction Security prior to such amalgamation, merger or consolidation, the shares of or equity in the resulting or surviving entity of such amalgamation, merger or consolidation are also subject to equivalent Transaction Security with effect from such amalgamation, merger or consolidation); and

(B)                               equivalent Guarantee (that is valid and effective and has the same priority as such first-mentioned Guarantee) has been granted by the resulting or surviving entity of such amalgamation, merger or consolidation;

(v)                                 the Borrower shall have, at its own cost, procured the delivery to the Facility Agent of such legal opinions (in form and substance satisfactory to the Facility Agent, acting reasonably) issued by legal counsel acceptable to the Facility Agent (acting reasonably) confirming satisfaction of the requirements under paragraphs (iii) and (iv);

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(vi)                              such amalgamation, merger or consolidation would not, and could not reasonably be expected to: (x) have any Material Adverse Effect; or (y) prejudice the validity or the effectiveness of, or the ability of a Group Member to maintain or operate its business under, the VIE Structure; or (z) prejudice the ability of Onshore Group Members to engage in foreign exchange activities or to remit funds to Offshore Group Members; and

(vii)                           such amalgamation, merger or consolidation does not involve or result in (A) any transfer of any assets of any member of the Group to any person that is not a member of the Group, (B) any transfer of any assets of the Borrower to any person other than a Guarantor, (C) any transfer of any assets of any Guarantor to any person other than the Borrower or a Guarantor, or (D) any transfer of assets to a VIE Group Member unless the transfer is from another VIE Group Member,

provided that, in each case, no Default and Event of Default is continuing or could reasonably be expected to occur as a result of such amalgamation, merger of consolidation.

“PRC” means the People’s Republic of China (excluding for such purposes Hong Kong, Macau and Taiwan).

“PRC Business Day” means a day (other than a Saturday or Sunday) on which banks are open for transaction of domestic and foreign exchange business in Shanghai.

“PRC Counsel (Borrower)” means the legal counsel for the Borrower as to the laws of the PRC.

“PRC Counsel (Agent)” means the legal counsel for the Facility Agent as to the laws of the PRC.

“PRC VIE Structure” has the meaning given to it in Clause 23.19 (VIE events and PRC Law).

“Purchase Price” means, in relation to any Business Acquisition, the aggregate of:

(a)                                 the total consideration for that acquisition (which includes, for the avoidance of doubt, any Deferred Consideration); and

(b)                                 (where the company or the person (the “Target”) that is the subject matter of such Business Acquisition becomes a Group Member) any Financial Indebtedness or other assumed actual or contingent liability, in each case, remaining in such Target and/or its Subsidiaries at the time of such acquisition less any cash owned by such Target and/or its Subsidiaries at the time of such acquisition (based on, where the determination needs to be made prior to the time of such acquisition only, the seller’s good faith estimate based on reasonable assumptions).

“Quarter Date” means the last day in the months of February, May, August and November.

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“Quasi-Security” means has the meaning given to such term in Clause 22.4 (Negative pledge).

“Quotation Day” means:

(a)                                 in relation to any period for which an interest rate is to be determined (other than any Interest Period referred to in paragraph (b)), two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market, in which case the Quotation Day 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); or

(b)                                 in relation to any Interest Period the duration of which is selected by the Facility Agent pursuant to Clause 9.3 (Default interest), such date as may be determined by the Facility Agent (acting reasonably).

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Reference Date” the last day of the grace period (as amended, restated or updated from time to time) permitted by the municipal government of Shanghai to achieve full compliance with The Law for Promoting Private Education (as applicable to the study centres of the Group in Shanghai and which period ends, as of the date of this Agreement, on 31 December 2019).

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Documents” means the VIE Contracts, the Shareholders Agreements and the VIE Restructuring Agreement.

“Relevant Interbank Market” means the London interbank market.

“Relevant Jurisdictions” means, in relation to any Obligor or any Group Member:

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

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

(c)                                  any jurisdiction where it conducts its business or any part thereof.

“Relevant Period” means has the meaning given to such term in Clause 21.1 (Financial definitions).

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“Relevant Persons” means:

(a)                                 any Founder Entity or any Affiliate thereof; and

(b)                                 any person that directly or indirectly holds or beneficially owns any Equity Interest in any Group Member,

excluding any Group Member and any Permitted Lender Shareholder.

“Repayment Dates” means each of the dates falling 18, 24, 30 and 36 Months after the date of the Initial Utilisation Date respectively (each a “Repayment Date”).

“Repayment Instalment” means each Term Loan Repayment Instalment and each Greenshoe Loan Repayment Instalment (each as defined in Clause 6.1 (Repayment of Loans)).

“Repeating Representations” means each of the representations and warranties set out in Clause 19.1 (Status) to Clause 19.6 (Governing law and enforcement), paragraph (b) of Clause 19.10 (No default), paragraph (d) of Clause 19.11 (No misleading information), paragraphs (a) and (b) of Clause 19.12 (Financial statements), Clause 19.13 (Ranking), Clauses 19.15 (Sanctions, Anti-Bribery and Corruption Laws, Anti-Money Laundering Laws and Anti-Terrorism Laws) to 19.19 (Intellectual Property), Clause 19.21 (Relevant Documents), Clause 19.24 (No immunity), Clause 19.25 (Private and commercial acts), Clause 19.26 (Authorised Signatures) and Clause 19.27 (Compliance with SAFE Rules etc.).

“Restricted Party” means a person that is:

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

(b)                                 located in, resident in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or

(c)                                  otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities).

“SAFE” means the State Administration of Foreign Exchange of the PRC (国家外汇管理局) (including its successors), or its local branch.

“SAFE Circular 37” means the Circular on Related Issues concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Investment and Financing and in Roundtrip Investment via Special Purpose Companies (国家外汇管理局关于境内居民通过特殊目的公司境外投融资及返程投资外汇管理有关问题的通知) (Hui Fa [2014] No. 37), issued by SAFE on 4 July 2014, effective from 4 July 2014, and any implementation, successor rule or regulation which is effective from time to time relating thereto under PRC law.

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“SAFE Rules” means:

(a)                                 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, effective from 1 June 2015, and any implementation, successor rule or regulation which is effective from time to time relating thereto under PRC law;

(b)                                 SAFE Circular 37; and

(c)                                  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.

“SAMR” means the State Administration for Market Regulation of the PRC (中华人民共和国国家市场监督管理总局) (including its successors), or its local counterpart.

“Sanctions” means any trade, economic or financial sanctions, embargoes, laws, regulations or restrictive measures administered, enacted or enforced by:

(a)                                 the European Union;

(b)                                 the United Kingdom;

(c)                                  the United Nations;

(d)                                 the US;

(e)                                  Hong Kong;

(f)                                   the PRC;

(g)                                  Singapore;

(h)                                 The Switzerland; and/or

(i)                                     the respective governmental institutions and agencies of any of the foregoing, including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United States Department of State, and Her Majesty’s Treasury (“HMT”), the Monetary Authority of Singapore and the Hong Kong Monetary Authority (together the “Sanctions Authorities”).

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC and the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or

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public announcement of Sanctions designation made by, any of the Sanctions Authorities.

“Screen Rate” means, in relation to any Loan or Unpaid Sum and any period relating thereto, the London interbank offered rate administered by the ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the currency of such Loan or Unpaid Sum and such Interest Period displayed on page LIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate), or if such page or service ceases to be available, on such other page or service displaying such rate as specified by the Facility Agent after consultation with the Borrower.

“Secured Obligations” means all obligations owing or expressed to be owing to the Secured Parties or any of them by the Obligors or any of them under or pursuant to the Finance Documents or any of them whether present or future, actual or contingent (and whether incurred by any Obligor alone or jointly, and whether as principal or surety or in some other capacity) (including, for the avoidance of doubt, the Total Greenshoe Facility Commitments under each Greenshoe Facility established pursuant to clauses 2.2 (The Greenshoe Facilities) to 2.9 (Limitation of responsibility) of the Facilities Agreement).

“Secured Parties” means the Finance Parties, each Delegate and each Receiver.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Agent’s Spot Rate of Exchange” means, in relation to two given currencies, the Security Agent’s spot rate of exchange (or, if no such spot rate of exchange is quoted by the Security Agent, such other prevailing market rate of exchange selected by the Security Agent) for the purchase of the first such currency with the other such currency at or about 11:00 a.m. (Singapore time) on the applicable date of determination.

“Security Documents” means:

(a)                                 the Share Charge (BVI Guarantor);

(b)                                 the Debenture;

(c)                                  the Equity Pledge (Key WFOE);

(d)                                 the Equity Pledge (WFOE 1);

(e)                                  the Interest Reserve Account Charge; and

(f)                                   any other document (including the Equity Pledge (WFOE 2) and the Equity Pledge (WFOE 3) as and when entered into) 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 the Borrower (or any other Obligor) under any of the Finance Documents,

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(each a “Security Document”).

“Security Property” means:

(a)                                 the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that Transaction Security;

(b)                                 all obligations expressed to be undertaken by any Obligor to pay amounts in respect of any or all of the Secured Obligations to the Security Agent as trustee for the Secured Parties and secured by any Transaction Security together with all representations and warranties expressed to be given by any Obligor in favour of the Security Agent as trustee for the Secured Parties; and

(c)                                  any other amounts or assets, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties.

“Selection Notice” means a notice in substantially the form set out in Part II of Schedule 5 (Requests).

“Shanghai OneSmart” means Shanghai OneSmart Education and Training Co., Ltd. (上海精锐教育培训有限公司), a limited liability company established under the laws of the PRC with registered number *.

“Shanghai Rui Si” means Shanghai Rui Si Technology Information Consulting Co., Ltd. (上海锐思科技信息咨询有限公司), a limited liability company established under the laws of the PRC with registered number *.

“Shanghai Jingrui Education Technology Group” means 上海精锐教育科技集团有限公司 (previously known as Shanghai Xi Zhi Enterprise Management Co., Ltd. (上海熙智企业管理有限公司)), a limited company incorporated under the laws of the People’s Republic of China with the registered office located at Room 2637, ▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.

“Share Charge (BVI Guarantor)” means a share charge to be entered into by the Borrower in favour of the Security Agent in respect of shares in the BVI Guarantor, in form and substance satisfactory to the Security Agent.

“Shareholders Agreements” means:

(a)                                 the shareholders agreement dated 21 April 2017 between, among others, the Borrower, the Original Offshore Guarantors, Shanghai OneSmart, the Founder and Happy Edu Inc.; and

(b)                                 the amendment agreement to the shareholders agreement dated 11 December 2017 between, among others, the Borrower, the Original Offshore Guarantors, Shanghai OneSmart, the Founder and Happy Edu Inc.,

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provided that a reference to the “Shareholders Agreement” shall be a reference to the agreement referred to in paragraph (a) above (as amended by the agreement referred to in paragraph (b) above).

“Specified Time” means the applicable time determined in accordance with Schedule 9 (Timetables).

“Subsidiary” means in relation to any company, corporation or entity, a company, corporation or entity:

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

(b)                                 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

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

and for this purpose, a company, corporation or entity shall be treated as being controlled by another if that other company, corporation or entity is able to (A) direct its affairs and/or to control the majority of the composition of its board of directors or equivalent body or (B) exercise effective Control over it or (C) consolidate its financial condition or results of operation in accordance with the Accounting Principles for the purposes of the consolidated financial statements, whether pursuant to a VIE Structure or other contractual arrangements or otherwise.

“Syndication Date” means (in respect of a Facility) the date on which the Original MLAB confirms that the primary syndication of that Facility has been completed (and, for the avoidance of doubt, the foregoing shall include the initial sell-down or syndication in respect of a Greenshoe Facility (whether prior to, on or after its establishment)).

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Deduction” has the meaning given to such term in Clause 13.1 (Definitions).

“Term Loan” means, as the context requires, a loan made or to be made under the Term Facility or the principal amount outstanding for the time being of that loan.

“Term Facility” means the Term Facility made available under this Agreement as described in Clause 2.1 (The Term Facility).

“Term Facility Commitment” means:

(a)                                 in relation to an Original Term Facility Lender, the amount in USD set opposite its name under the heading “Term Facility Commitments” in Schedule 1 (The Original Term Facility Lenders) and the amount of any other Term Facility Commitment transferred to it under this Agreement; and

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(b)                                 in relation to any other Term Facility Lender, the amount of any Term Facility Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Term Facility Lender” means:

(a)                                 any Original Term Facility Lender; and

(b)                                 any person which becomes a Lender of the Term Facility in accordance with Clause 24 (Changes to the Lenders),

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“Term Loan Repayment Instalment” has the meaning given to that term in Clause 6.1 (Repayment of Loans).

“The Law for Promoting Private Education” means the PRC Law for Promoting Private Education (中华人民共和国民办教育促进法) and any associated regulations.

“Three WFOEs” means ▇▇▇▇ ▇, ▇▇▇▇ 2 and WFOE 3.

“Tianjin Acquisition” means the acquisition of all of the shares in Tianjin Huaying Education Co. Ltd. pursuant to a sale and purchase agreement dated 15 July 2018 (as originally entered into).

“Total Commitments” means at any time the aggregate of the Total Term Facility Commitments and the Aggregate Total Greenshoe Facility Commitments, being US$200,000,000 at the date of this Agreement.

“Total Greenshoe Facility Commitments” means, in relation to a Greenshoe Facility, the aggregate of the Greenshoe Facility Commitments relating to that Greenshoe Facility.

“Total Term Facility Commitments” means at any time the aggregate of the Term Facility Commitments (being US$139,000,000 at the date of this Agreement).

“Trading Day” means a day on which the NYSE is open for normal trading activities.

“Transaction Agents” means the Facility Agent and the Security Agent (each a “Transaction Agent”).

“Transaction Documents” means the Finance Documents and the Relevant Documents (each a “Transaction Document”).

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“Transaction Security” means the Security created or expressed to be created in favour of any or all of the Secured Parties pursuant to or under any or all of the Security Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.

“Transfer Date” means, in relation to an assignment by a Lender of any or all of its rights under this Agreement or a transfer by a Lender of any or all of its rights and obligations under this Agreement, the later of:

(a)                                 the proposed Transfer Date specified in the Assignment Agreement relating to such assignment or (as the case may be) the Transfer Certificate relating to such transfer; and

(b)                                 the date on which the Facility Agent executes the Assignment Agreement relating to such assignment or (as the case may be) the Transfer Certificate relating to such transfer.

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or to benefit from fluctuation in any rate, index, price, foreign exchange or other benchmark.

“United States”, “U.S.” or “US” means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America.

“Unpaid Sum” means any sum due and payable but unpaid by any Obligor under any or all of the Finance Documents.

“Unwaived Existing Onshore Facility” means an Existing Onshore Facility in respect of which the relevant Waiver Documents have not been executed or have been executed but have not yet become fully effective.

“US Tax Obligor” means:

(a)                                 the Borrower, if it is resident for tax purposes in the US; or

(b)                                 any Obligor some or all of whose payments under the Finance Documents are from sources within the U.S. for United States federal income tax purposes.

“Utilisation” means a utilisation of a Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the Loan (the subject of such Utilisation) is made or to be made.

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 5 (Requests).

“VIE Contracts” means:

(a)                                 the exclusive call option agreement dated 1 November 2017 between, among others, the Founder, Shanghai Jingrui Education Technology Group, the Key WFOE and Shanghai Rui Si;

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(b)                                 the exclusive technology and consulting service agreement dated 1 November 2017 between the Key WFOE and Shanghai Rui Si;

(c)                                  the equity pledge agreement dated 1 November 2017 between the Founder and Shanghai Jingrui Education Technology Group as pledgors, the Key WFOE as pledgee and Shanghai Rui Si;

(d)                                 the shareholders’ voting rights agreement dated 1 November 2017 between the Founder, Shanghai Jingrui Education Technology Group, the Key WFOE and Shanghai Rui Si;

(e)                                  the loan agreement dated 1 November 2017 between the Key WFOE, the Founder and Shanghai Jingrui Education Technology Group;

(f)                                   the exclusive call option agreement dated 24 January 2018 between the Founder, Shanghai Jingrui Education Technology Group, the Key WFOE and Shanghai OneSmart;

(g)                                  the exclusive technology and consultation service agreement dated 24 January 2018 between the Key WFOE and Shanghai OneSmart;

(h)                                 the equity pledge agreement dated 24 January 2018 between the Founder and Shanghai Jingrui Education Technology Group as pledgors, the Key WFOE as pledgee and Shanghai OneSmart;

(i)                                     the shareholders’ voting rights agreement dated 24 January 2018 between the Founder, Shanghai Jingrui Education Technology Group, the Key WFOE and Shanghai OneSmart; and

(j)                                    the loan agreement dated 24 January 2018 between the Key WFOE, the Founder and Shanghai Jingrui Education Technology Group,

together with any other agreement, instrument or arrangement that constitutes, or forms part of, any contractual arrangements enabling a Group Member to exercise Control over another entity (that is established in the PRC and in respect of which such Group Member does not, directly or indirectly, hold or own a majority of its equity interests) or consolidate the financial condition or results of operation of such entity for the purposes of the consolidated financial statements of the Group or such Group Member, and including any renewal or replacement of any of the foregoing.

“VIE Counterparty” means any party to a VIE Contract.

“VIE Group” means the Onshore Parents and their respective Subsidiaries from time to time, together with any other person incorporated under the laws of the PRC which is subject to the Control of a Group Member or whose financial condition or results of

36

operation is consolidated in the consolidated financial statements of the Group or any Group Member and its Subsidiaries from time to time (each a “VIE Group Member”).

“VIE Restructuring” means the transactions and steps expressly set out in the VIE Restructuring Agreement.

“VIE Restructuring Agreement” means:

(a)                                 the restructuring agreement (重组协议契据) dated 21 April 2017;

(b)                                 the escrow arrangement deed (监管安排协议契据) dated 21 September 2017; and

(c)                                  the amendment to the restructuring agreement (重组协议补充协议契据) dated 31 October 2017,

each between, among others, the Founder, the Borrower and the Onshore Parents.

“VIE Security” means any Security created in favour of the Key WFOE pursuant to or constituted by any VIE Contract.

“VIE Shareholders” means the Founder and Shanghai Jingrui Education Technology Group (each a “VIE Shareholder”).

“VIE Structure” means any arrangement where an entity (that is established in the PRC and in respect of which the Borrower does not, directly or indirectly, hold or own a majority of its equity interests) and/or any or all of its shareholder(s) enter into contractual arrangements with any Group Member which enable any Group Member to exercise effective Control over such first-mentioned entity or consolidate the financial condition or results of operation of such first-mentioned entity for the purposes of the consolidated financial statements of the Group or any Group Member.

“VIE Unwind” has the meaning given to that term in paragraph (e) of Clause 22.25 (Relevant Documents).

“Waiver Documents” means, in respect of an Existing Onshore Facility, any and all waiver documents relating to such Existing Onshore Facility in form and substance satisfactory to the Original MLAB.

“Waived Existing Onshore Facility” means an Existing Onshore Facility in respect of which the relevant Waiver Documents have been executed and have become and remain fully effective (or the requirements of waiver as set out in the relevant Waiver Documents, or as notified by the Original MLAB to the Borrower from time to time, have been implemented and remain effective in form and substance satisfactory to the Original MLAB).

"WFOE Group Member" means each Group WFOE and each of its Subsidiaries for the time being (but excluding any VIE Group Member).

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“WFOE 1” means Shanghai Jingerrui EducationTechnology Co, Ltd. (上海精而睿教育科技有限公司), a company incorporated under the laws of the PRC, with uniform social credit code *.

“WFOE 2” means Shanghai One Smart Information and Technology Co., Ltd (上海精锐信息科技有限公司), a company incorporated under the laws of the PRC, with uniform social credit code *.

“WFOE 3” means Shanghai One Smart Business Consulting Co., Ltd. (上海精睿商务咨询有限公司), a company incorporated under the laws of the PRC, with uniform social credit code *.

1.2                               Construction

(a)                                 Unless a contrary indication appears any reference in this Agreement to:

(i)                                     the Facility Agent, the Security Agent, the Mandated Lead Arranger and Bookrunner, the Mandated Lead Arranger, the Lead Arranger, any Administrative Party, any Finance Party, any “Hedge Counterparty”, any Secured Party, any Lender or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)                                  a Finance Document, a Security Document, a Transaction Document or any other agreement or instrument is a reference to that Finance Document, Security Document or other agreement or instrument as amended, novated, supplemented, extended and/or restated from time to time;

(iii)                               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 (direct or indirect) of Equity Interests in such entity alone;

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

(v)                                 “asset” includes present and future properties, revenues and rights of every description;

(vi)                              “disposal” includes any sale, lease, transfer, conveyance, assignment and other disposal of any asset or any interest therein (including, without limitation, any other transaction or arrangement pursuant to which the economic benefit of or beneficial interest in such asset is lost or diluted) and “dispose” shall be construed accordingly;

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(vii)                           “guarantee” (other than in Clause 18.1 (Guarantee and indemnity)) includes 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 (and “guarantor” shall be construed accordingly);

(viii)                        “including” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);

(ix)                              “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;

(x)                                 a Finance Party’s “participation” in any Loan or Unpaid Sum includes an amount (in the currency of such Loan or Unpaid Sum) representing the fraction or portion (attributable to such Finance Party by virtue of the provisions of this Agreement) of the total amount of such Loan or Unpaid Sum and such Finance Party’s rights under this Agreement and/or any other Finance Document in respect thereof;

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

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

(xiii)                        any gender shall be construed to include a reference to each other gender;

(xiv)                       a provision of law is a reference to that provision as amended or re-enacted; and

(xv)                          a time of day is a reference to Singapore time.

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

(c)                                  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.

(d)                                 A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

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(e)                                  The “equivalent” of an amount in a given currency (the “specified currency”) is a reference to the amount of any other currency which, when converted into the specified currency utilising the Facility Agent’s spot rate of exchange (or, if no such spot rate of exchange is quoted by the Facility Agent, such other prevailing market rate of exchange selected by the Facility Agent) for the purchase of the specified currency with that other currency at or about 11 a.m. (Singapore time) on the applicable date of determination, is equal to the applicable amount in the specified currency.

1.3                               Currency symbols and definitions

“US$”, “USD”, “US dollar” and “US dollars” denote lawful currency of the United States of America.

“RMB” denotes the lawful currency of the PRC.

1.4                               Calculations

(a)                                 When applying any basket amounts, monetary limits or thresholds to the undertakings and Events of Default under this Agreement, the equivalent to an amount in US dollars shall be calculated at the Security Agent’s Spot Rate of Exchange as at the date such basket amounts, monetary limits or thresholds are tested (or, where unspecified, as of at the date a Group Member incurs or makes the relevant disposal, acquisition, investment, loan, debt or guarantee or takes any other relevant action).

(b)                                 (In relation to paragraph (b)(iv)(D) of Clause 22.10 (Acquisitions (Business)) and paragraph (c)(iii)(B) of Clause 22.11 (Acquisitions (Investment)), and only then in respect of those acquisitions or loans already made or incurred in accordance with this Agreement prior to any subsequent decrease in the EBITDA of the Group) no Event of Default shall arise solely as a result of a subsequent decrease in the EBITDA of the Group to US$100,000,000 or less.

1.5                               Third party rights

(a)                                 A person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) (the “Third Parties Ordinance”) to enforce or to enjoy the benefit of any term of this Agreement, except as otherwise provided in paragraph (b) of Clause 28.10 (Exclusion of liability).

(b)                                 Notwithstanding any term of any Finance Document (including paragraph (a) above), the consent of any person who is not a Party is not required to rescind, amend, vary or waive any provision of this Agreement at any time.

1.6                               Intercreditor Agreement

This Agreement is subject to, and has the benefit of, the Intercreditor Agreement.  In the event of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall prevail.

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SECTION 2
THE FACILITIES

2.                                      THE FACILITIES

2.1                               The Term Facility

Subject to the terms of this Agreement, the Term Facility Lenders agree to make available to the Borrower a US dollar term loan facility in an aggregate amount of up to the Total Term Facility Commitments.

2.2                               The Greenshoe Facilities

Subject to the terms of this Agreement, up to two Greenshoe Facilities may be established and be made available hereunder.

2.3                               Conditions to establishment of a Greenshoe Facility

The establishment of a Greenshoe Facility will only be effected in accordance with Clause 2.4 (Establishment of a Greenshoe Facility) if:

(a)                                 on the date of the Greenshoe Facility Accession Agreement and on the Greenshoe Facility Establishment Date:

(i)                                     no Default is continuing or would result from the establishment of the proposed Greenshoe Facility; and

(ii)                                  the Repeating Representations to be made by each Obligor are true in all material respects;

(b)                                 each Greenshoe Facility Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement;

(c)                                  the Facility Agent has received in form and substance satisfactory to it:

(i)                                     such documents (if any) which are reasonably necessary or desirable (as a result of the establishment of that Greenshoe Facility) to maintain the effectiveness of the Security, guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents; and

(ii)                                  any applicable Greenshoe Facility Supplemental Security;

(d)                                 the Aggregate Total Greenshoe Facility Commitments shall not, at any time, exceed US$61,000,000; and

(e)                                  the Total Commitments shall not, at any time, exceed US$200,000,000.

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2.4                               Establishment of a Greenshoe Facility

(a)                                 If:

(i)                                     the conditions set out in Clause 2.3 (Conditions to establishment of a Greenshoe Facility) have been met;

(ii)                                  the Borrower delivers a duly completed Greenshoe Facility Accession Agreement to the Facility Agent not later than 5 Business Days prior to the proposed Greenshoe Facility Establishment Date (and which proposed Greenshoe Facility Establishment Date shall fall on or prior to the date falling 12 Months after the date of this Agreement); and

(iii)                               the Facility Agent is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the establishment of the relevant Greenshoe Facility and each proposed Greenshoe Facility Lender thereto (the “Proposed Greenshoe Facility Lenders”),

the Facility Agent shall, as soon as reasonably practicable after receipt by it of such duly completed Greenshoe Facility Accession Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Greenshoe Facility Accession Agreement.

(b)                                 On the Greenshoe Facility Establishment Date:

(i)                                     each Proposed Greenshoe Facility Lender shall assume all the obligations of a Lender corresponding to the Greenshoe Facility Commitment specified opposite its name in the Greenshoe Facility Accession Agreement as if it had been an Original Lender in respect of that Greenshoe Facility Commitment;

(ii)                                  each Proposed Greenshoe Facility Lender and the Finance Parties shall assume obligations towards one another and acquire rights against one another as that Proposed Greenshoe Facility Lender and those Finance Parties would have assumed and/or acquired had that Proposed Greenshoe Facility Lender been a Lender named as an original party to this Agreement;

(iii)                               each of the Obligors and each such Proposed Greenshoe Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and each such Proposed Greenshoe Facility Lender would have assumed and/or acquired had that Proposed Greenshoe Facility Lender been a Lender named as an original party to this Agreement;

(iv)                              the Commitments of the other Lenders shall continue in full force and effect;

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(v)                                 each Proposed Greenshoe Facility Lender party to the Greenshoe Facility Accession Agreement shall become a Party as a “Greenshoe Facility Lender” and a “Lender”; and

(vi)                              subject to the terms of this Agreement, the Greenshoe Facility Lenders make available a USD term loan facility in an aggregate amount equal to the Total Greenshoe Facility Commitments specified in that Greenshoe Facility Accession Agreement.

2.5                               Restrictions on a Greenshoe Facility

(a)                                 The Borrower may not deliver a Greenshoe Facility Accession Agreement unless the Term Facility has been utilised.

(b)                                 Up to two Greenshoe Facilities may be established and made available pursuant to this Clause 2.

(c)                                  The delivery of a Greenshoe Facility Accession Agreement by the Borrower is irrevocable.

(d)                                 The Greenshoe Facilities are available to the Borrower only and shall be on terms identical to the Term Facility (except as expressly provided in this Agreement).

(e)                                  For the avoidance of doubt, no Term Facility Lender shall be obliged to execute any Greenshoe Facility Accession Agreement as a Greenshoe Facility Lender.

2.6                               Notification of establishment

The Facility Agent shall, as soon as reasonably practicable after the establishment of a Greenshoe Facility, notify the Borrower and the Lenders of that establishment.

2.7                               Greenshoe Facility costs and expenses

(a)                                 The Borrower shall promptly on demand pay the Facility Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with the establishment of a Greenshoe Facility under this Clause 2.

(b)                                 The Borrower shall pay to the Original MLAB a fee in the amount and at the times agreed between the Borrower and the Original MLAB in a Fee Letter.

2.8                               Prior amendments binding

Each Proposed Greenshoe Facility Lender, by executing a Greenshoe Facility Accession Agreement and becoming a Party, agrees and confirms 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 this Agreement on or prior to the Greenshoe Facility Establishment Date relating to that

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Greenshoe Facility Accession Agreement and that it shall be bound by amendment or waiver.

2.9                               Limitation of responsibility

Clause 24.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2 in relation to any Greenshoe Facility Lender as if references in that Clause to:

(a)                                 an “Existing Lender” were references to all the Lenders immediately prior to the Greenshoe Facility Establishment Date;

(b)                                 the “New Lender” were references to a “Greenshoe Facility Lender”; and

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

2.10                        Finance Parties’ rights and obligations

(a)                                 The obligations of each Finance Party under the Finance Documents are several.  Failure by a Finance Party to perform its obligations under any or all of 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 any or all of the Finance Documents.

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

(c)                                  A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents. Each Finance Party shall be entitled to separately enforce its rights under the Finance Documents against each of the 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.

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2.11                        Obligors’ Agent

(a)                                 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:

(i)                                     the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including Utilisation Requests), to deliver any Greenshoe Facility Accession Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

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

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)                                 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.

3.                                      PURPOSE

3.1                               Purpose

(a)                                 (Term Facility) the Borrower shall ensure that all amounts borrowed by it under the Term Facility are applied towards:

(i)                                     the working capital purposes of the Group and/or the Capital Expenditure of the Group (but not, for the avoidance of doubt, towards (i) Distributions by the Borrower or by the Onshore Parents (except pursuant to the VIE Contracts) or (ii) loans or credits to any shareholder of the Borrower or the Onshore Parents);

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(ii)                                  funding of the Interest Reserve Account (such that the aggregate balance standing to the credit thereof is equal to the Interest Reserve Amount); and

(iii)                               financing fees, costs and other expenses relating to the Facilities.

(b)                                 (Greenshoe Facility) the Borrower shall ensure that all amounts borrowed by it under a Greenshoe Facility are applied towards:

(i)                                     (subject to any restriction on the use of proceeds specified in the relevant Greenshoe Facility Accession Agreement) the general corporate purposes of the Group (including working capital purposes and acquisitions of companies, businesses, undertakings or assets permitted to be made under this Agreement but not towards (i) Distributions by the Borrower or by the Onshore Parents (except pursuant to the VIE Contracts) or (ii) loans or credits to any shareholder of the Borrower or the Onshore Parents);

(ii)                                  funding of the Interest Reserve Account (such that the aggregate balance standing to the credit thereof is equal to the Interest Reserve Amount); and

(iii)                               financing fees, costs and other expenses relating to the Facilities.

3.2                               Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.                                      CONDITIONS OF UTILISATION

4.1                               Initial conditions precedent

(a)                                 The Borrower may not deliver a Utilisation Request in respect of the Term Facility unless the Facility Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent acting upon the instructions of:

(i)                                     (in relation to the Fee Letters) each Finance Party which is party thereto; and

(ii)                                  (otherwise) the Original MLAB,

and the Facility Agent shall notify the Borrower and the Term Facility Lenders promptly upon being so satisfied.

(b)                                 Other than to the extent that the Original MLAB 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.

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(c)                                  The Borrower may not deliver a Utilisation Request in respect of a Greenshoe Facility unless the Facility Agent has received all of the documents and other evidence listed in Schedule 3 (Conditions Precedent for a Greenshoe Facility) in form and substance satisfactory to the Facility Agent acting upon the instructions of:

(i)                                     (in relation to the Fee Letters) each Finance Party which is party thereto; and

(ii)                                  (otherwise) the Original MLAB,

and the Facility Agent shall notify the Borrower and the Greenshoe Facility Lenders under that Greenshoe Facility promptly upon being so satisfied.

(d)                                 Other than to the extent that the Original MLAB notifies the Facility Agent in writing to the contrary before the Facility Agent gives a notification described in paragraph (c) 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.

4.2                               Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Loan if:

(a)                                 on the date of the Utilisation Request (relating to such Loan) and on the proposed Utilisation Date (for such Loan):

(i)                                     no Default is continuing or would result from such proposed Loan; and

(ii)                                  the representations and/or warranties to be repeated by any or all of the Obligors under any or all of the Finance Documents upon 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

(b)                                 (in the case of a Greenshoe Loan) on the date of the Utilisation Request (relating to such Greenshoe Loan) the Borrower has delivered to the Facility Agent a certificate signed by two directors or authorised signatories of the Borrower evidencing (with calculations in reasonable detail) that the Borrower would have remained in compliance with its obligations under Clause 21 (Financial Covenants) if the covenant tests were recalculated for the Relevant Period ending on the most recent Quarter Date (and, for this purpose, assuming the incurrence in full of such Greenshoe Loan and Total Debt shall be reduced or increased (as applicable) to take into account any repayment, incurrence or assumption of Financial Indebtedness made on or before the date of the Utilisation Request but after that Quarter Date).

4.3                               Maximum number of Loans

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation:

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(a)                                 more than 1 Loan would be outstanding under the Term Facility; or

(b)                                 more than 1 Loan would be outstanding under a Greenshoe Facility.

(c)                                  No Obligor may request that a Loan be divided.

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SECTION 3
UTILISATION

5.                                      UTILISATION

5.1                               Delivery of a Utilisation Request

The Borrower may utilise a Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2                               Completion of a Utilisation Request

(a)                                 Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i)                                     the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)                                  the currency and amount of such Loan (the subject of such Utilisation Request) comply with Clause 5.3 (Currency and amount);

(iii)                               the proposed Interest Period complies with Clause 10 (Interest Periods); and

(iv)                              (subject to, in the case of a Greenshoe Facility, any restriction on the use of proceeds specified in the relevant Greenshoe Facility Accession Agreement) it specifies that all of the proceeds of the proposed Loan should be applied in compliance with Clause 3.1 (Purpose).

(b)                                 Only one Loan may be requested in each Utilisation Request.

5.3                               Currency and amount

(a)                                 The currency specified in a Utilisation Request must be US dollars.

(b)                                 The amount of the proposed Loan specified in a Utilisation Request must be an amount which does not exceed the Available Facility and which is:

(i)                                     (for the Term Facility) a minimum of US$50,000,000 and an integral multiple of US$1,000,000 or, if less, the Available Facility; and

(ii)                                  (for a Greenshoe Facility) a minimum of US$20,000,000 and an integral multiple of US$1,000,000 or, if less, the Available Facility for that Greenshoe Facility.

5.4                               Lenders’ participation

(a)                                 If the conditions set out in this Agreement have been met and subject to Clause 7.1 (Illegality) and Clause 7.5 (Exit Event), each Lender shall make its participation in each Loan available by the Utilisation Date for such Loan through its Facility Office.

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(b)                                 The amount of each Lender’s participation in each Loan under a Facility will be equal to a proportion of such Loan, such proportion being equal to the proportion borne by such Lender’s Available Commitment under that Facility to the Available Facility immediately prior to making such Loan.

(c)                                  The Facility Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time.

5.5                               Cancellation of Available Facility

(a)                                 Upon the expiry of the Availability Period for the Term Facility (being 5:00 p.m. on the last day of the Availability Period for the Term Facility):

(i)                                     the Available Commitment (if any) of each Term Facility Lender shall be immediately and automatically reduced to zero; and

(ii)                                  the Commitment of each Term Facility Lender shall be immediately and automatically reduced by the amount (if any) of the Available Commitment of such Term Facility Lender immediately before the reduction to zero of its Available Commitment in accordance with paragraph (i) above.

(b)                                 Upon the expiry of the Availability Period for a Greenshoe Facility (being 5:00 p.m. on the last day of the Availability Period for that Greenshoe Facility):

(i)                                     the Available Commitment (if any) of each Greenshoe Facility Lender under that Greenshoe Facility shall be immediately and automatically reduced to zero; and

(ii)                                  the Commitment of each Greenshoe Facility Lender under that Greenshoe Facility shall be immediately and automatically reduced by the amount (if any) of the Available Commitment of such Greenshoe Facility Lender immediately before the reduction to zero of its Available Commitment in accordance with paragraph (i) above.

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SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

6.                                      REPAYMENT

6.1                               Repayment of Loans

(a)                                 The Borrower shall repay the Term Loan in instalments by repaying on each Repayment Date an amount that reduces the aggregate outstanding Term Loan by a proportion of the aggregate outstanding Term Loan as at 5.00 p.m. on the last day of the Availability Period for the Term Facility, which proportion is set out in the table below beside such Repayment Date (each such amount being a “Term Loan Repayment Instalment”):

(b)                                 The Borrower under a Greenshoe Facility shall repay the Greenshoe Loan under that Greenshoe Facility in instalments by repaying on each Repayment Date an amount that reduces the aggregate outstanding Greenshoe Loan under that Greenshoe Facility by a proportion of the aggregate outstanding Greenshoe Loan as at 5.00 p.m. on the last day of the Availability Period for that Greenshoe Facility, which proportion is set out in the table below beside such Repayment Date (each such amount being a “Greenshoe Loan Repayment Instalment”):

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(c)                                  Without prejudice to paragraph (a) or (b), all of the Loans must be repaid in full on the Final Maturity Date.

6.2                               No re-borrowing

The Borrower may not re-borrow any part of a Facility which is repaid.

6.3                               Effect of prepayment on scheduled repayments

If any Loan(s) are prepaid in accordance with Clause 7.1 (Illegality), Clause 7.3 (Voluntary prepayment of Loans), 7.4 (Right of repayment and cancellation in relation to a single Lender) or Clause 8.1 (Debt, Disposal, Equity Issuance and Insurance Proceeds), the amount of the Term Loan Repayment Instalments and the Greenshoe Loan Repayment Instalments for each Repayment Date falling after that prepayment will be reduced pro rata by the amount of the Term Loan and the Greenshoe Loans repaid or prepaid, provided that (for the avoidance of doubt) the aggregate amount of such reduction for all such Repayment Instalments shall not exceed the amount of the prepayment(s).

7.                                      PREPAYMENT AND CANCELLATION

7.1                               Illegality

If, at any time, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or any part thereof:

(a)                                 that Lender shall promptly notify the Facility Agent upon becoming aware of that event and the Facility Agent shall promptly notify the Borrower upon the receipt of such notification from that Lender;

(b)                                 upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled and reduced to zero; and

(c)                                  the Borrower shall repay that Lender’s participation in each Loan on the last day of the Interest Period for such Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by that Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2                               Voluntary cancellation

The Borrower may, if it gives the Facility Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, reduce the Available Facility to zero or by such amount (being a minimum amount of US$10,000,000 and an integral multiple of US$5,000,000) as the Borrower may specify in such notice.  Any such reduction of the Available Facility under this Clause 7.2 shall reduce the Commitments of the Lenders rateably.

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7.3                               Voluntary prepayment of Loans

(a)                                 The Borrower may, if it gives the Facility Agent not less than 5 Business Days’ prior notice in writing, prepay the whole or any part of any Loan on the last day of any Interest Period relating to such Loan, provided that (in the case of prepayment of such Loan in part) the amount of such prepayment reduces the amount of such Loan by an amount that is (a) not less than US$10,000,000 and (b) an integral multiple of US$5,000,000.

(b)                                 For so long as any Greenshoe Loan is outstanding or any Greenshoe Facility Commitment is in force, a Loan may only be prepaid if each other Loan is:

(i)                                     prepaid at the same time; and

(ii)                                  prepaid in amounts which reduce the Term Loan and each Greenshoe Loan by the same proportion,

and, for the avoidance of doubt, a Greenshoe Loan which is due to be made shall be prepaid in accordance with this paragraph.

7.4                               Right of repayment and cancellation in relation to a single Lender

(a)                                 If:

(i)                                     any sum payable to any Lender by the Borrower is required to be increased under Clause 13.2 (Tax gross-up); or

(ii)                                  any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14 (Increased Costs),

the Borrower may, whilst the circumstance giving rise to such requirement or indemnification continues, give the Facility Agent and that Lender (A) notice of its intention to procure the repayment of that Lender’s participation in the Loans and the cancellation of the Commitment of that Lender (a “Cancellation Notice”) or (B) notice of its intention to replace that Lender in accordance with paragraph (d) below (“Replacement Notice”).

(b)                                 On receipt of a Cancellation Notice referred to in paragraph (a) above in respect of any Lender, the Commitment of that Lender shall immediately be reduced to zero.

(c)                                  On the last day of each Interest Period relating to any Loan which ends after the Borrower has given a Cancellation Notice under paragraph (a) above in respect of any Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in that Loan.

(d)                                 The Borrower may, in the circumstances set out in paragraph (a) above, on 10 Business Days’ prior notice to the Facility Agent and that Lender (in the form of a Replacement Notice), replace that Lender (a “Replaced Lender”) by requiring such Replaced Lender to (and, to the extent permitted by law, such Replaced Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a

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Lender or any other bank or financial institution selected by the Borrower (a “Replacement Lender”) which confirms its willingness to assume and does assume all the obligations of such Replaced Lender in accordance with Clause 24 (Changes to the Lenders) for a purchase price in cash payable, free and clear from any and all withholdings and deductions, at the time of such transfer equal to the sum of (and in the currency of) the (i) aggregate outstanding principal amount of such Replaced Lender’s participation in each of the outstanding Loans, (ii) all accrued interest (whether or not due) thereon, (iii) any Break Costs that would have been payable to such Replaced Lender had such Replaced Lender received payment of its participation in each of the Loans and accrued interest thereon and other sums payable under the Finance Documents from the Obligors on the date of such transfer (as if a claim for such Break Costs had been made) and (iv) all other amounts owing or payable to such Replaced Lender under the Finance Documents.

(e)                                  The replacement of a Replaced Lender and the transfer of rights and obligations of such Replaced Lender to the applicable Replacement Lender pursuant to paragraph (a) above shall be subject to the following conditions:

(i)                                     the Borrower shall have no right to replace the Account Bank or the Facility Agent or the Security Agent;

(ii)                                  none of the Finance Parties (including without limitation such Replaced Lender) shall have any obligation to find a Replacement Lender;

(iii)                               in no event shall such Replaced Lender be required to pay, account for or surrender to such Replacement Lender for any amount (including without limitation any fees) received or recovered by such Replaced Lender pursuant to the Finance Documents prior to or in respect of any time prior to such transfer;

(iv)                              such Replaced Lender shall not be obliged to make such transfer or execute any Transfer Certificate in respect of such transfer unless it is satisfied (acting reasonably) that it has completed all “know your customer” and other similar procedures that it is required to conduct in relation to such transfer to such Replacement Lender;

(v)                                 such Replaced Lender shall be paid the purchase price in respect of such transfer as set out in paragraph (a) by no later than the time of such transfer, and any and all costs and expenses incurred or to be incurred in connection with such transfer by such Replaced Lender shall be paid by the Borrower to such Replaced Lender no later than the time of such transfer;

(vi)                              such Replacement Lender is not an Obligor, a Group Member, any Relevant Person or any Affiliate of any of the foregoing;

(vii)                           such Replaced Lender shall not be required to make any such transfer to the extent that such transfer is, or would be reasonably likely to result, in breach of or non-compliance with any applicable law or

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regulation, or any rules or regulations of any applicable securities exchange; and

(viii)                        such Replaced Lender shall only be obliged to make such transfer if at the time of such transfer the circumstance giving rise to such requirement for increased payments to such Replaced Lender under Clause 13.2 (Tax gross-up) or such indemnification in favour of such Replaced Lender under Clause 13.3 (Tax indemnity) or Clause 14 (Increased Costs) (in each case as referred to in paragraph (a) above) is continuing.

7.5                               Exit Event

(a)                                 Upon the occurrence of any Exit Event:

(i)                                     the Borrower shall promptly notify the Facility Agent upon becoming aware of that event; and

(ii)                                  (irrespective of whether the Borrower has complied with paragraph (i) above):

(A)                               no Lender shall be obliged to participate in the making of any Loan; and

(B)                               the Facilities (and the Commitment of each Lender) will be immediately cancelled and all of the outstanding Loans, together with accrued interest and any Break Costs, and all other amounts accrued under the Finance Documents will become immediately due and payable.

(b)                                 “Exit Event” means:

(i)                                     any Change of Control; or

(ii)                                  any sale or disposal of all or substantially all of the business or assets of the Group, whether in a single transaction or a series of related transactions.

7.6                               Restrictions

(a)                                 Any notice of cancellation or prepayment given by any Party under this Clause 7 or under Clause 8 (Mandatory Prepayment) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)                                 Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c)                                  The Borrower may not re-borrow any part of any Facility which is prepaid.

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(d)                                 The Borrower shall not repay or prepay all or any part of the Loans or cancel or reduce all or any part of the Commitments or Available Commitments of the Lenders except at the times and in the manner expressly provided for in this Agreement.

(e)                                  If any Commitment of any Lender is cancelled or reduced under this Agreement, such Commitment so cancelled or reduced may not be subsequently reinstated.

(f)                                   If the Facility Agent receives a notice under this Clause 7 or under Clause 8 (Mandatory Prepayment) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

(g)                                  Any prepayment or repayment of a Loan or any part thereof (other than a prepayment or repayment pursuant to Clause 7.1 (Illegality) or Clause 7.4 (Right of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that Loan.

(h)                                 If all or part of any Lender’s participation in a Loan is repaid or prepaid, an amount of that Lender’s Commitment (equal to the amount of such Lender’s participation in such Loan which is so repaid or prepaid) will be deemed to be cancelled on the date of such repayment or prepayment (unless such cancellation of such Lender’s Commitment on account of such repayment or prepayment has already been made pursuant to any other provision of this Agreement).

8.                                      MANDATORY PREPAYMENT

8.1                               Debt, Disposal, Equity Issuance and Insurance Proceeds

(a)                                 For the purposes of this Clause 8.1, Clause 8.2 (Application of mandatory prepayments and cancellations) and Clause 8.3 (Interest Reserve Account):

“Debt Incurrence” means any incurrence of any Financial Indebtedness (except any Financial Indebtedness falling within paragraph (f) of the definition of “Financial Indebtedness” or paragraph (l) of the definition of “Financial Indebtedness” (to the extent relating to any Financial Indebtedness falling within paragraph (f) of the definition of “Financial Indebtedness”)) by any Group Member.

“Debt Incurrence Proceeds” means the cash proceeds of any Debt Incurrence (other than an Excluded Debt Incurrence) received or recovered by (or paid to the order of) any Group Member (including any amount received in repayment of intercompany debt) and after deducting (without double counting):

(i)                                     any reasonable expenses which are incurred by such Group Member in connection with that Debt Incurrence to persons who are not Obligors, Group Members or Relevant Persons; and

(ii)                                  any Tax incurred and required to be paid by any Group Member (that is making such Debt Incurrence) in connection with that Debt Incurrence (as reasonably determined by such Group Member on the

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basis of existing rates and taking into account any available credit, deduction or allowance).

“Disposal” means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions).

“Disposal Proceeds” means the consideration received or recovered by (or paid to the order of) any Group Member (including any amount received in repayment of intercompany debt) for any Disposal by any Group Member except for Excluded Disposal Proceeds and after deducting (without double counting):

(i)                                     any reasonable expenses which are incurred by any Group Member with respect to that Disposal to persons who are not Obligors, Group Members or Relevant Persons; and

(ii)                                  any Tax incurred and required to be paid by any Group Member (making that Disposal) in connection with that Disposal (as reasonably determined by such Group Member on the basis of existing rates and taking account of any available credit, deduction or allowance).

to the extent the aggregate amount of such consideration, when aggregated with the aggregate consideration received or received by (or paid to the order of) and or all of the Group Members in respect of any or all other Disposals by any or all of the Group Member in the same Financial Year as such first-mentioned Disposal (except for Excluded Disposal Proceeds), exceeds U.S.$5,000,000 (or its equivalent in other currencies).

“Equity Issuance” means:

(i)                                     any allotment or issuance of (or the entering into of any agreement to allot or issue) any Equity Interest in, or any equity-linked securities or products (whether convertible or exchangeable (whether at the option of the holder thereof) or otherwise and whether such conversion or exchange is conditional or otherwise) of, any Group Member;

(ii)                                  any grant to any person of any right (whether conditional or unconditional) to call for or require the allotment or issuance of any Equity Interest in, or any equity-linked securities or products (whether convertible or exchangeable (whether at the option of the holder thereof) or otherwise and whether such conversion or exchange is conditional or otherwise) of, any Group Member; or

(iii)                               a Flotation (including dual or secondary) of any person where the primary business or undertaking that is the subject-matter of such Flotation is the business or the undertaking of the Group or the VIE Group (the “Flotation Entity”).

“Equity Issuance Proceeds” means the cash proceeds of any Equity Issuance (other than an Excluded Equity Issuance) received or recovered by (or paid to

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the order of) any Group Member or the Flotation Entity and after deducting (without double counting):

(i)                                     any reasonable expenses which are incurred by such Group Member or the Flotation Entity in connection with such Equity Issuance to persons who are not Obligors, Group Members or Relevant Persons; and

(ii)                                  any Tax incurred and required to be paid by such Group Member or the Flotation Entity (that is making such Equity Issuance) in connection with such Equity Issuance (as reasonably determined by such Group Member or the Flotation Entity on the basis of existing rates and taking into account any available credit, deduction or allowance).

“Excluded Debt Incurrence” means:

(i)                                     any Debt Incurrence under any Finance Document (including, for the avoidance of doubt, under any Greenshoe Facility);

(ii)                                  any Debt Incurrence by a Group Member from another Group Member;

(iii)                               any Debt Incurrence under any Offshore Convertible Bonds; and

(iv)                              any Debt Incurrence of any Onshore Indebtedness (provided that if the Onshore Indebtedness in aggregate exceed the Onshore Indebtedness Basket, such excess shall constitute Debt Incurrence that is required to be applied towards prepayment of the Loan(s) pursuant to Clause 8.1 (Debt, Disposal, Equity Issuance and Insurance Proceeds) and Clause 8.2 (Application of mandatory prepayments and cancellations)).

“Excluded Disposal Proceeds” means any proceeds of any Disposal by any Group Member where:

(i)                                     such Disposal is made in accordance with paragraphs (b)(i), (ii), (iv), (v), (vi), (vii) and (viii) of Clause 22.5 (Disposals); or

(ii)                                  such proceeds of such Disposal are applied in the purchase of operating assets for use in the business of the Group within 6 months (or such longer period as the Majority Lenders may agree) of the receipt or recovery of such proceeds by any Group Member.

“Excluded Equity Issuance” means any Equity Issuance:

(i)                                     by a Group Member to another Group Member;

(ii)                                  by a Group Member pursuant to any Permitted Employee Share Issuance;

(iii)                               by the Borrower:

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(A)                               which constitutes any Offshore Convertible Bonds;

(B)                               in a conversion of any Offshore Convertible Bonds into the ordinary shares of the Borrower;

(C)                               where the ordinary shares in the Borrower are allotted or issued in accordance with the rules and regulations of the NYSE; or

(D)                               where any other Equity Issuance is made in accordance with the rules and regulations of the NYSE (and such issuance is expressly governed by and is the subject-matter of such rules and regulations, and other than, for the avoidance of doubt, any issuance made under or in connection with paragraph (iii) of the definition of “Equity Issuance”).

“Excluded Insurance Proceeds” means any proceeds of an insurance claim or series of related claims received or recovered by or paid to the order of any Group Member which are applied:

(i)                                     to satisfy liabilities of any Group Member towards any third party (which is not an Obligor, a Group Member or a Relevant Person) in respect of which liabilities such insurance claim was made;

(ii)                                  to cover operating losses of the Group in respect of which such insurance claim was made; or

(iii)                               in the replacement, reinstatement and/or repair of the assets of any Group Member in respect of which such insurance claim was made or otherwise in amelioration of the loss of any Group Member in respect of which such insurance claim was made,

and in each case are actually so applied as soon as reasonably practicable (but in any event within 6 months (or such longer period as the Majority Lenders may agree)) after the receipt or recovery of such proceeds by (or paid of such proceeds to the order of) any Group Member.

“Flotation” means:

(i)                                     listing or admission to trading on any stock or securities exchange or market (including any over-the counter market); or

(ii)                                  sale or issue by way of listing, flotation or public offering (or any equivalent event or circumstance),

of any shares or securities of any person in any jurisdiction or country.

“Insurance Proceeds” means the proceeds of an insurance claim or series of related claims under any insurance maintained by or for the benefit of any Group Member (except for Excluded Insurance Proceeds and after deducting any reasonable expenses in relation to that claim or those claims which are incurred by any Group Member to persons who are not Obligors, Group Members or Relevant Persons), to the extent the aggregate amount of such

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proceeds, when aggregated with the aggregate amount of proceeds of any and all other insurance claims (under any or all insurances maintained by or for the benefit of any or all of the Group Members) in the same Financial Year, exceeds U.S.$5,000,000 (or its equivalent in other currencies).

(b)                                 The Borrower shall prepay the Loan at the times and in the order of application contemplated by Clause 8.2 (Application of mandatory prepayments and cancellations) in amounts equal to 100% of (i) Debt Incurrence Proceeds (ii) any Disposal Proceeds, (iii) any Equity Issuance Proceeds and (iv) any Insurance Proceeds.

8.2                               Application of mandatory prepayments and cancellations

(a)                                 A prepayment of the Loan made under Clause 8.1 (Debt, Disposal, Equity Issuance and Insurance Proceeds) shall be applied in prepayment of the Loan(s) as contemplated in paragraphs (b) to (e) inclusive below.

(b)                                 Unless the Borrower makes an election under paragraph (d) below, the Borrower shall prepay the Loan(s), in the case of any prepayment relating to, in respect of or on account of any Debt Incurrence Proceeds, Disposal Proceeds, Equity Issuance Proceeds or Insurance Proceeds, as soon as reasonably practicable upon receipt or recovery of the same by (or payment of the same to the order of) any Group Member or a Flotation Entity (or, in the case of any Excluded Disposal Proceeds or Excluded Insurance Proceeds which cease to constitute Excluded Disposal Proceeds or, as the case may be, Excluded Insurance Proceeds, promptly upon such cessation) (the time of such receipt, recovery, payment to order or, as the case may be, cessation being the “Applicable Time”) and (without prejudice to the foregoing) such prepayment of the Loan(s) shall be made in any event within three Business Days of such Applicable Time.

(c)                                  Any prepayment of Loan(s) pursuant to Clause 8.1 (Debt, Disposal, Equity Issuance and Insurance Proceeds) shall be applied:

(i)                                     towards the Term Loan and each Greenshoe Loan on a pro rata basis; and

(ii)                                  in reducing the relevant Repayment Instalment for each Repayment Date falling after the date of prepayment in the manner contemplated by Clause 6.3 (Effect of prepayment on scheduled repayments).

(d)                                 Subject to paragraph (e) below, the Borrower may elect, by notice to the Facility Agent, that any amount required to be applied towards prepayment of any Loan under Clause 8.1 (Debt, Disposal, Equity Issuance and Insurance Proceeds) be so applied in prepayment of such Loan on the last day of the current Interest Period for such Loan, provided that (i) the amount to be so applied towards prepayment of each Loan shall be determined in accordance with paragraphs (a) to (c) above at the time when such prepayment is (without giving effect to this paragraph (d)) required to be made and (ii) such election is made prior to the time when such prepayment is (without giving effect to this paragraph (d)) required to be made. If the Borrower makes that election in

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respect of any Loan then a proportion of such Loan equal to the amount to be so applied in prepayment of such Loan will be due and payable on the last day of the current Interest Period in respect of such Loan (as at the date of such election).

(e)                                  If the Borrower has made an election under paragraph (d) above but an Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which election was made equal to the amount to be so applied in prepayment of such Loan shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).

8.3                               Interest Reserve Account

(a)                                 The Borrower shall ensure that an amount equal to the amount of Debt Incurrence Proceeds, Disposal Proceeds, Equity Issuance Proceeds or, as the case may be, Insurance Proceeds in respect of which the Borrower has made an election under paragraph (d) of Clause 8.2 (Application of mandatory prepayments and cancellations) (each an “Elected Amount”) is paid into the Interest Reserve Account as soon as reasonably practicable after receipt or recovery of the same by (or payment of the same to the order of) any Group Member (or, in the case of any Excluded Disposal Proceeds or Excluded Insurance Proceeds which cease to constitute Excluded Disposal Proceeds or Excluded Insurance Proceeds, promptly upon such cessation) and (without prejudice to the foregoing) in any event within three Business Days of the Applicable Time in respect thereof, provided that (in each case) if an Event of Default is continuing each such Elected Amount shall be applied towards mandatory prepayment of the Loan(s) immediately.

(b)                                 The determination of the Facility Agent and/or the Security Agent as to whether any amount deposited or transferred into or withdrawn or transferred from the Interest Reserve Account is so deposited, transferred or withdrawn on account of any applicable proceeds or any applicable provision of this Clause 8 or otherwise, and whether any balance standing to the credit of the Interest Reserve Account represents amounts deposited or transferred into the Interest Reserve Account on account of any applicable proceeds or as referred to or on account of any provision of this Clause 8 or otherwise shall, in the absence of manifest error, be binding on the Parties.

8.4                               Excluded proceeds

(a)                                 Where Excluded Disposal Proceeds or Excluded Insurance Proceeds include amounts which are intended to be used for a specific purpose within a specified period (as set out in the definition of “Excluded Disposal Proceeds” or “Excluded Insurance Proceeds”), the Borrower shall ensure that those amounts are used for that purpose and, if requested to do so by the Facility Agent, shall deliver a certificate to the Facility Agent at the time of such application and at the end of such period confirming the amount (if any) which has been so applied within such period provided for in such definition.

(b)                                 Any amount of Excluded Disposal Proceeds or Excluded Insurance Proceeds that is not applied within the applicable time period specified in the definition

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of “Excluded Disposal Proceeds” or “Excluded Insurance Proceeds” towards the applicable purpose(s) specified in such definition shall cease to be Excluded Disposal Proceeds or Excluded Insurance Proceeds (as the case may be) upon the expiry of such period, and shall (upon the expiry of such period) constitute Disposal Proceeds or Insurance Proceeds (as the case may be) that are required to be applied towards prepayment of the Loan(s) pursuant to Clause 8.1 (Debt, Disposal, Equity Issuance and Insurance Proceeds) and Clause 8.2 (Application of mandatory prepayments and cancellations).

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SECTION 5
COSTS OF UTILISATION

9.                                      INTEREST

9.1                               Calculation of interest

The rate of interest on each Loan at any time during an Interest Period relating thereto is the percentage rate per annum which is the aggregate of:

(a)                                 the Margin; and

(b)                                 LIBOR for such Loan and such Interest Period.

9.2                               Payment of interest

On the last day of each Interest Period relating to a Loan the Borrower shall pay accrued interest on such Loan.

9.3                               Default interest

(a)                                 If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on such overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two (2) per cent. per annum higher than the rate which would have been payable if such overdue amount had, during the period of non-payment, constituted a Loan in the currency of such overdue amount for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this Clause 9.3 on any overdue amount owing by an Obligor shall be immediately payable by that Obligor on demand by the Facility Agent.

(b)                                 If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)                                     the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)                                  the rate of interest applying to that Unpaid Sum during that first Interest Period shall be two (2) per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

(c)                                  Default interest (if unpaid) arising on any Unpaid Sum will be compounded with that Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

9.4                               Notification of rates of interest

The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

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10.                               INTEREST PERIODS

10.1                        Selection of Interest Periods

(a)                                 Subject to the provisions of this Agreement:

(i)                                     the Borrower may select an Interest Period for any Loan in the Utilisation Request relating thereto or (if such Loan has already been borrowed) in a Selection Notice;

(ii)                                  each Selection Notice in respect of an Interest Period for any Loan is irrevocable and must be delivered to the Facility Agent by the Borrower not later than three Business Days prior to the commencement of that Interest Period;

(iii)                               if the Borrower fails to deliver a Selection Notice to the Facility Agent in accordance with paragraph (a)(ii) above in relation to any Interest Period for any Loan, such Interest Period will, subject to paragraph (b), be three Months; and

(iv)                              the Borrower may (pursuant to paragraph (a)(i)) select an Interest Period for any Loan of one, three or six Months (or such other duration agreed between the Borrower and the Facility Agent (acting on the instructions of the Majority Lenders)).

(b)                                 No Interest Period for any Loan shall extend beyond the Final Maturity Date.  An Interest Period for any Loan that would otherwise extend beyond any Repayment Date (excluding any Interest Period commencing on that Repayment Date) shall end on that Repayment Date.

(c)                                  Each Interest Period for any Loan shall start on the Utilisation Date for such Loan or (in the case of any Loan which is already made) on the last day of the preceding Interest Period relating to such Loan.

10.2                        Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is no such next Business Day in that calendar month).

10.3                        Changes to Interest Periods

(a)                                 Prior to determining the interest rate for the Term Loan or a Greenshoe Loan, the Facility Agent may shorten an Interest Period for the Term Loan or any Greenshoe Loan to ensure (i) the Term Loan or the Greenshoe Loan has an Interest Period ending on the relevant Repayment Date or (ii) that an Interest Period for a Loan ends on a Syndication Date and any Interest Period which would otherwise end during the Month preceding or extend beyond the Syndication Date shall end on the Syndication Date or (iii) that an Interest Period for a Greenshoe Loan ends on the last day of an Interest Period for the Term Loan.

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(b)                                 If the Facility Agent makes any of the changes to an Interest Period referred to in this Clause 10.3, it shall promptly notify the Borrower and the Term Facility Lenders and/or the Greenshoe Facility Lenders under the relevant Greenshoe Facility (as applicable).

11.                               CHANGES TO THE CALCULATION OF INTEREST

11.1                        Market disruption

(a)                                 Subject to any alternative basis agreed and consented to as contemplated by paragraphs (a) and (b) of Clause 11.2 (Alternative basis of interest or funding), if a Market Disruption Event occurs in relation to a Loan for any Interest Period relating thereto, then the rate of interest on each Lender’s participation in that Loan at any time during that Interest Period shall be the rate per annum which is the sum of:

(i)                                     the Margin; and

(ii)                                  (subject to paragraph (b)) the percentage rate per annum notified to the Facility Agent by that Lender, as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period (or such later date as may be acceptable to the Facility Agent), as the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select (provided that if such percentage rate per annum is below zero, then such percentage rate per annum shall be deemed to be zero).

(b)                                 In relation to a Market Disruption Event (in respect of any Loan and any Interest Period relating thereto) falling within paragraph (c)(ii), if the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above in respect of such Loan and such Interest Period is less than LIBOR for such Loan and such Interest Period or if a Lender shall fail to notify the Facility Agent of any such percentage rate per annum pursuant to paragraph (a)(ii) above in respect of such Loan and such Interest Period, then the cost of that Lender of funding its participation in such Loan for such Interest Period shall be deemed, for the purposes of paragraph (a)(ii) above, to be equal to LIBOR for such Loan and such Interest Period, and such Lender shall be deemed to have notified the Facility Agent of such cost of funding pursuant to paragraph (a)(ii) above.

(c)                                  In this Agreement “Market Disruption Event” means in relation to any Loan and any Interest Period relating thereto:

(i)                                     LIBOR for such Loan and such Interest Period is zero or negative; or

(ii)                                  as at 5:00 p.m. (Singapore time) on the Business Day immediately following the Quotation Day for such Loan and such Interest Period, the Facility Agent has received notifications from a Lender or Lenders (whose aggregate participations in such Loan exceed 35 per cent. of such Loan) that the cost to it or them of funding its/their participation(s)

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in such Loan from whatever source(s) it/they may reasonably select would be in excess of LIBOR for such Loan and such Interest Period.

(d)                                 If a Market Disruption Event occurs in relation to any Loan and any Interest Period relating thereto, the Facility Agent shall promptly notify the Lenders and the Borrower thereof upon becoming aware of the same.

11.2                        Alternative basis of interest or funding

(a)                                 If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest under this Agreement.

(b)                                 Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(c)                                  For the avoidance of doubt, in the event that no substitute basis is agreed at the end of such thirty-day period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement (including without limitation Clause 11.1 (Market disruption)).

11.3                        Break Costs

(a)                                 The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or any Unpaid Sum being paid by or recovered from any Obligor on a day other than the last day of an Interest Period for that Loan or that Unpaid Sum.

(b)                                 Each Finance Party shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs in relation to any Loan or any Unpaid Sum and any Interest Period relating thereto.

12.                               FEES

12.1                        Arrangement fee

The Borrower shall pay to the Facility Agent (for the account of the Original MLAB) an arrangement fee in the amount and at the times agreed in a Fee Letter.

12.2                        Agency fee

The Borrower shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12.3                        Security Agency fee

The Borrower shall pay to the Security Agent (for its own account) a security agency fee in the amount and at times agreed in a Fee Letter.

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SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

13.                               TAX GROSS UP AND INDEMNITIES

13.1                        Definitions

(a)                                 In this Agreement:

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means an increased payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

(b)                                 Unless a contrary indication appears, in this Clause 13 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

13.2                        Tax gross-up

(a)                                 All payments to be made by an Obligor to any Finance Party under any of the Finance Documents shall be made free and clear of and without any Tax Deduction unless such Obligor is required to make a Tax Deduction, in which case the sum payable by such Obligor (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that such Finance Party receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

(b)                                 The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly.  Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable by an Obligor to that Lender.  If the Facility Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

(c)                                  If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d)                                 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making such Tax Deduction or payment shall deliver to the Facility Agent for the Finance Party entitled to the payment (to which such Tax Deduction relates) evidence reasonably satisfactory to that Finance Party that such Tax Deduction has been

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made or (as applicable) any appropriate payment has been paid to the relevant taxing authority.

13.3                        Tax indemnity

(a)                                 Without prejudice to Clause 13.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under any of the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Facility Agent, promptly indemnify each Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 13.3 shall not apply to:

(i)                                     any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is incorporated;

(ii)                                  any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located; or

(iii)                               any Tax constituted by any FATCA Deduction required to be made by a Party.

(b)                                 A Finance Party intending to make a claim under paragraph (a) shall notify the Facility Agent of the event giving rise to such claim, whereupon the Facility Agent shall notify the Borrower thereof.

(c)                                  A Finance Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the Facility Agent.

13.4                        Tax Credit

If an Obligor makes a Tax Payment in respect of a Finance Party and that Finance Party determines that:

(a)                                 a Tax Credit is attributable to that Tax Payment; and

(b)                                 that Finance Party has obtained, utilised and retained that Tax Credit,

that Finance Party shall pay an amount to that Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would

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have been in had such Tax Payment not been made or required to be made by that Obligor.

13.5                        Stamp taxes

The Borrower shall:

(a)                                 pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document; and

(b)                                 within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability which that Finance Party incurs in relation to any or all stamp duty, registration and/or other similar Taxes paid or payable in respect of any Finance Document.

13.6                        Indirect Tax

(a)                                 All amounts set out or expressed in any Finance Document to be payable by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax.  If any Indirect Tax is chargeable on any supply made by any Finance Party to any Party under or in connection with any Finance Document, that Party shall pay to such Finance Party (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of such Indirect Tax.

(b)                                 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify that Finance Party against all Indirect Tax incurred by that Finance Party in respect of such costs or expenses to the extent that such Finance Party reasonably determines that it is not entitled to credit or repayment in respect of such Indirect Tax.

13.7                        FATCA Information

(a)                                 Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i)                                     confirm to that requesting Party:

(A)                               whether it is a FATCA Exempt Party or not a FATCA Exempt Party; and

(B)                               (in the case of an Obligor only) that it is not a US Tax Obligor or FATCA FFI;

(ii)                                  supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii)                               supply to that requesting Party such forms, documentation and other information relating to its status as that requesting Party reasonably

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requests for the purposes of that requesting Party’s compliance with any other law, regulation or exchange of information regime.

(b)                                 If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party (or (in the case of an Obligor only) it is not a US Tax Obligor or FATCA FFI) and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party (or (in the case of an Obligor only) it is or has become a US Tax Obligor or FATCA FFI), that Party shall notify that other Party reasonably promptly.

(c)                                  Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)                                     any law or regulation;

(ii)                                  any fiduciary duty; or

(iii)                               any duty of confidentiality.

(d)                                 If a Party fails to confirm whether or not it is a FATCA Exempt Party (or (in the case of an Obligor only) that it is not a US Tax Obligor or FATCA FFI) or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party (and (in the case of an Obligor only) as if it is or has become a US Tax Obligor or FATCA FFI) until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e)                                  If a Lender fails to supply any form, documentation or other information in accordance with this Clause 13.7, or any form, documentation or other information provided by a Lender to the Facility Agent is or becomes materially inaccurate or incomplete, then such Lender shall indemnify the Facility Agent, within three Business Days of demand, against any cost, loss, Tax or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent (including any related interest and penalties) in acting as Facility Agent under the Finance Documents as a result of such failure.

(f)                                   If the Facility Agent provides an Obligor with sufficient information to determine its withholding obligations under FATCA, but such Obligor fails to withhold as required by FATCA, the Borrower shall indemnify the Facility Agent, within three Business Days of demand, against any cost, loss, Tax or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent (including any related interest and penalties) in acting as Facility Agent under the Finance Documents as a result of such failure.

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13.8                        FATCA Deduction

(a)                                 Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of that payment for that FATCA Deduction.

(b)                                 Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment (to which such FATCA Deduction relates) and, in addition, shall notify the Borrower and the Facility Agent and the Facility Agent shall (upon receiving such notification) notify the other Finance Parties.

14.                               INCREASED COSTS

14.1                        Increased costs

(a)                                 Subject to Clause 14.3 (Exceptions), the Borrower shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i)                                     the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation;

(ii)                                  compliance with any law or regulation made, enacted, issued or put into effect after the date of this Agreement; or

(iii)                               the implementation or application of, or compliance with, Basel III or CRD IV any law or regulation that implements or applies Basel III or CRD IV.

The terms “law” and “regulation” in this paragraph (a) shall include, without limitation, any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.

(b)                                 In this Agreement:

“Basel III” means:

(i)                                     the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

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(ii)                                  the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement — Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii)                               any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

“CRD IV” means:

(iv)                              Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(v)                                 Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

“Increased Costs” means:

(i)                                     a reduction in the rate of return from a Facility (or any part thereof) or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)                                  an additional or increased cost; or

(iii)                               a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to the undertaking, funding or performance by that Finance Party of any of its obligations under any Finance Document or any participation of that Finance Party in any Loan or Unpaid Sum.

14.2                        Increased cost claims

(a)                                 A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Facility Agent of the event giving rise to such claim, following which the Facility Agent shall promptly notify the Borrower.

(b)                                 Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs in respect of any claim made by such Finance Party under Clause 14.1 (Increased costs).

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14.3                        Exceptions

Clause 14.1 (Increased costs) does not apply to any Increased Cost to the extent such Increased Cost is:

(a)                                 attributable to a Tax Deduction that is required by law to be made by an Obligor and that is already compensated for by Clause 13.2 (Tax gross-up);

(b)                                 attributable to a FATCA Deduction required to be made by an Obligor or a Finance Party;

(c)                                  compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (a) of Clause 13.3 (Tax indemnity) applied); or

(d)                                 incurred by a Finance Party or an Affiliate of a Finance Party and is attributable to the wilful breach by such Finance Party or such Affiliate of any law or regulation.

15.                               MITIGATION BY THE LENDERS

15.1                        Mitigation

(a)                                 Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 13 (Tax Gross Up and Indemnities) or Clause 14 (Increased Costs).

(b)                                 Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2                        Limitation of liability

(a)                                 The Borrower shall indemnify each Finance Party, within three Business Days of demand, for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b)                                 A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

15.3                        Conduct of business by the Finance Parties

No provision of this Agreement will:

(a)                                 interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)                                 oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any such claim; or

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(c)                                  oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

16.                               OTHER INDEMNITIES

16.1                        Currency indemnity

(a)                                 If any sum due from any Obligor under any or all of the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)                                     making or filing a claim or proof against that Obligor; or

(ii)                                  obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, promptly (and in any event within three Business Days of demand), indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of such conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt or recovery of that Sum.

(b)                                 Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

16.2                        Other indemnities

The Borrower shall (or shall procure that an Obligor will), promptly (and in any event within three Business Days of demand), indemnify each of the Finance Parties against any cost, loss or liability incurred by that Finance Party as a result of:

(a)                                 the occurrence of any Event of Default;

(b)                                 any Information Package or any other information produced or approved by any Obligor or any Group Member being or being alleged to be misleading and/or deceptive in any respect;

(c)                                  any enquiry, investigation, subpoena (or similar order) or legal or arbitral proceedings with respect to any Obligor or any Group Member or with respect to any transactions contemplated or financed under any Finance Document (including in connection with any Unwaived Existing Onshore Facility);

(d)                                 a failure by an Obligor to pay any amount due under a Finance Document on its due date and in the currency in which such amount is due, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing among the Finance Parties);

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(e)                                  funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

(f)                                   a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or

(g)                                  the arranging or underwriting of a Facility.

16.3                        Indemnity to the Facility Agent

The Borrower shall (or shall procure that an Obligor will), promptly (and in any event within three Business Days of demand), indemnify the Facility Agent against:

(a)                                 any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

(i)                                     investigating any event which it reasonably believes is a Default;

(ii)                                  acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; and/or

(iii)                               instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and

(b)                                 any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct (as determined in a final non-appealable judgment of a court of competent jurisdiction) (or, in the case of any cost, loss or liability pursuant to Clause 30.10 (Disruption to payment systems etc.) notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent)) in acting as Facility Agent under the Finance Documents; or

(c)                                  any failure by the Borrower to comply with its obligations under Clause 17 (Costs and Expenses) or any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

17.                               COSTS AND EXPENSES

17.1                        Transaction expenses

The Borrower shall within three Business Days of demand pay each of the Administrative Parties the amount of all costs and expenses (including without limitation legal fees and travel, due diligence, printing, publicity and bank presentation costs and expenses) reasonably incurred by any or all of them (and, in the case of the Security Agent, any Receiver or Delegate) in connection with the

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negotiation, preparation, review, structuring, printing, execution, delivery, syndication and perfection of:

(a)                                 this Agreement and/or any other documents referred to in this Agreement or in a Security Document; and/or

(b)                                 any other Finance Documents executed after the date of this Agreement.

17.2                        Amendment costs

If (a) an Obligor requests an amendment, modification, waiver or consent or (b) an amendment is required pursuant to Clause 30.9 (Change of currency) or (c) any amendment or waiver is contemplated or agreed pursuant to Clause 36.5 (Replacement of Screen Rate), the Borrower shall, within three Business Days of demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by it (and, in the case of the Security Agent, any Receiver or Delegate) in responding to, evaluating, negotiating or complying with or implementing that request or requirement or actual or contemplated agreement.

17.3                        Enforcement costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under any Finance Document and/or any Transaction Security, and/or any proceedings instituted by or against any Finance Party as a consequence of taking or holding any Transaction Security.

17.4                        Security Agency expenses

The Borrower shall promptly on demand pay the Security Agent the amount of all costs and expenses (including legal fees) incurred by it in connection with the administration or release of any Transaction Security created pursuant to any Security Document.

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SECTION 7
GUARANTEE

18.                               GUARANTEE AND INDEMNITY

18.1                        Guarantee and indemnity

Each Guarantor irrevocably and unconditionally:

(a)                                 guarantees to each Finance Party punctual performance by the Borrower of all of the obligations assumed and/or expressed to be assumed by the Borrower under the Finance Documents;

(b)                                 undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c)                                  undertakes with each Finance Party that if any amount which would otherwise be claimable by such Finance Party under paragraphs (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, the Guarantor shall, as principal debtor and primary obligor, indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document.  The amount payable by the Guarantor under this indemnity under this paragraph (c) shall not exceed the amount it would have had to pay under paragraphs (a) and/or (b) above if such amount had been recoverable on the basis of a guarantee.

18.2                        Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

18.3                        Reinstatement

If for any reason (including, without limitation, as a result of insolvency, breach of fiduciary or statutory duties or any similar event) any payment to a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided, reduced or required to be restored, or any discharge, compromise or arrangement (whether in respect of the obligations of any Obligor or any security for any such obligation or otherwise) given or made wholly or partly on the basis of any payment, security or other matter is avoided, reduced or required to be restored, then:

(a)                                 the liability of each Obligor shall continue as if such payment, discharge, compromise or arrangement had not occurred; and

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(b)                                 each Finance Party shall be entitled to recover the value or amount of that payment or security from each Obligor party hereto, as if such payment, discharge, compromise or arrangement had not occurred.

18.4                        Waiver of defences

The obligations of the Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 18, including (without limitation and whether or not known to it or any Finance Party):

(a)                                 any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)                                 the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any Obligor or any other person;

(c)                                  the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)                                 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)                                  any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Finance Document or any other document or security;

(f)                                   any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;

(g)                                  any claims or set-off right that the Guarantor may have;

(h)                                 any insolvency or similar proceedings; or

(i)                                     this Agreement or any other Finance Document not being executed by or binding against any other Obligor or any other party.

18.5                        Guarantor Intent

Without prejudice to the generality of Clause 18.4 (Waiver of defences), the Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness;

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making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

18.6                        Immediate recourse

The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 18.  This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

18.7                        Appropriations

Until (i) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and (ii) no Finance Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Finance Document, each Finance Party (or any trustee or agent on its behalf) may:

(a)                                 refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

(b)                                 hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Clause 18.

18.8                        Deferral of Guarantor’s rights

Until (i) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and (ii) no Finance Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Finance Document, and unless the Facility Agent otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a)                                 to be indemnified by an Obligor;

(b)                                 to claim any contribution from any other guarantor of or provider of security for any of the obligations of any Obligor under any of the Finance Documents;

(c)                                  to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any of the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, any of the Finance Documents by any Finance Party;

(d)                                 to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has

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given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);

(e)                                  to exercise any right of set-off against any Obligor; and/or

(f)                                   to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If the Guarantor shall receive any benefit, payment or distribution in relation to any such right it shall hold that benefit, payment or distribution (or so much of it as may be necessary to enable all amounts which may be or become payable to any or all of the Finance Parties by any or all of the Obligors under or in connection with the Finance Documents to be paid in full) on trust for the Finance Parties, and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 30 (Payment Mechanics).

18.9                        Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

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SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

19.                               REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 19 to each Finance Party on the date of this Agreement.

19.1                        Status

(a)                                 It is a corporation, duly incorporated, in good standing (if applicable) and validly existing under the laws of its Original Jurisdiction.

(b)                                 Each of it and the Group Members has the power to own its assets and carry on its business as it is being conducted.

19.2                        Binding obligations

(a)                                 The obligations expressed to be assumed by it or any Group Member in each Transaction Document to which it or such Group Member is a party are, subject to any general principles of law limiting its or such Group Member’s obligations which are specifically referred to in any legal opinion delivered under this Agreement, legal, valid, binding and enforceable obligations.

(b)                                 Without affecting the generality of paragraph (a) above, each Security Document to which it is a party creates the security interests which that Security Document purports to create and such security interests are valid and effective.

19.3                        Non-conflict with other obligations

The entry into and performance by it or any Group Member of, and the transactions contemplated by, the Transaction Documents to which it or any Group Member is a party do not and will not:

(a)                                 conflict with any law or regulation applicable to it or any Group Member;

(b)                                 conflict with the Constitutional Documents of it or any Group Member;

(c)                                  (other than in connection with any Unwaived Existing Onshore Facility) conflict with any agreement or instrument binding upon it or any Group Member or any asset of it or any Group Member; or

(d)                                 (save as disclosed in writing to the Original Lenders prior to the date of this Agreement) conflict with any Unwaived Existing Onshore Facility (or the Existing Onshore Financing Documents relating thereto) or constitute circumstances entitling the lenders to accelerate or claim under any Unwaived Existing Onshore Facility (or the Existing Onshore Financing Documents relating thereto); and

(e)                                  result in the existence of or oblige it or any Group Member to create any Security over all or any of the assets of it or any Group Member (including,

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for the avoidance of doubt, pursuant to any Existing Onshore Financing Document and other than any Security constituted by the Security Documents).

19.4                        Power and authority

(a)                                 Each of it and the Group Members has the power to enter into, perform and deliver, and has taken all necessary action to authorise its or such Group Member’s entry into, performance and delivery of, the Transaction Documents to which it or such Group Member is a party and the transactions contemplated by those Transaction Documents.

(b)                                 It is acting as principal and for its own account and not as agent or trustee or in any other capacity on behalf of any other person in entering into, performing and/or entering into any Finance Document or any transaction contemplated by any Finance Document.

(c)                                  No limit on its powers be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

19.5                        Validity and admissibility in evidence

(a)                                 All Authorisations required:

(i)                                     to enable it or any Group Member lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it or such Group Member is a party;

(ii)                                  to make the Transaction Documents to which it or any Group Member is a party admissible in evidence in its or such Group Member’s Relevant Jurisdictions; and/or

(iii)                               to enable it to create the Transaction Security (if any) expressed to be created by it pursuant to any Security Document to which it is a party and to ensure that such Transaction Security has the priority and ranking it is expressed to have,

have been obtained or effected and are in full force and effect, except (in the case of a Security Document) for any filing and/or registration in respect of such Security Document that is expressly set out in such Security Document, which filing and/or registration will (subject to paragraphs (a) to (b) of Clause 22.33 (Conditions Subsequent)) be effected and completed on or prior to the earlier of (i) the time required under the Finance Documents or (ii) the time required under applicable law or regulation.

(b)                                 (Without prejudice to paragraph (c) below) all material Authorisations required for each of it and the Group Members to carry on their respective business have been obtained or effected and are in full force and effect.

(c)

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(i)                                     (if the date on which the representation and warranty set out in this paragraph (c)(i) is to be made falls on or prior to the Reference Date) the licensing and compliance requirements under The Law for Promoting Private Education and the Alleviating After-School Burden Notice (and under any other law, regulation or notice relating to educational permits, business license or school license that may be issued or implemented from time to time and which are, in each case, applicable to the Group) have been met and otherwise satisfied in all material respects; or

(ii)                                  (if the date on which the representation and warranty set out in this paragraph (c)(ii) is to be made falls after Reference Date) the aggregate turnover of the Compliant Centres is at least 87.5% of the turnover of the Group (in each case calculated by reference to the turnover generated after the immediately prior Quarter Date).

19.6                        Governing law and enforcement

(a)                                 The choice of law of each Finance Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.

(b)                                 Any judgment obtained in the jurisdiction of the governing law of any Finance Document to which it is a party in relation to such Finance Document will be recognised and enforced in its Relevant Jurisdictions (subject to, in respect of the Borrower and the BVI Guarantor, any matters which are set out as qualifications or reservations as to matters of law of general application in the legal opinions of the advisers to the Facility Agent as to the laws of the British Virgin Islands and the Cayman Islands delivered in accordance with Clause 4.1 (Initial conditions precedent)).

19.7                        Deduction of Tax

It is not required under the laws of its Relevant Jurisdictions to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

19.8                        Insolvency

No:

(a)                                 corporate action, legal proceeding or other procedure or step described in Clause 23.7 (Insolvency proceedings); or

(b)                                 creditors’ process described in Clause 23.8 (Creditors’ process),

has been taken or threatened in relation to it or any Group Member and none of the circumstances described in Clause 23.6 (Insolvency) applies to it or any Group Member.

19.9                        No filing or stamp taxes

Under the laws of its Relevant Jurisdictions, it is not necessary that any of the Finance Documents be filed, recorded or enrolled with any court or other authority in that

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jurisdiction or that any stamp, registration or similar tax be paid on or in relation to any or all of the Finance Documents or the transactions contemplated by the Finance Documents, except for:

(a)                                 any filing, recording or enrolling (or the payment of Taxes or fees payable) in relation to any Transaction Security which will be made and/or paid within the time limits specified in the relevant Security Document (and in any event by the earlier of (x) the time such filing, recording or enrolling is required to be made or (as the case may be) such Taxes or fees are required to be paid under applicable law or regulation and (y) the time required under the Finance Documents);

(b)                                 any stamp tax arising from any Finance Document being executed in, or the original of which being brought into, the Cayman Islands; and

(c)                                  filing and registration of this Agreement and the Facilities with the NDRC.

19.10                 No default

(a)                                 No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, or the performance of, any transaction contemplated by any Transaction Document.

(b)                                 No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any Group Member or to which any asset of it or any Group Member is subject which might have a Material Adverse Effect.

19.11                 No misleading information

(a)                                 All information contained in or provided by or on behalf of any Obligor or any Group Member for the purposes of any Information Package (or any part thereof) is true, complete and accurate in all material respects as at the date it was given or stated and is not misleading in any respect.

(b)                                 Any financial projections provided by or on behalf of any Obligor or any Group Member or contained in any Information Package (or any part thereof) have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c)                                  Nothing has occurred and nothing has been omitted and no information has been given or withheld that results in any information provided by or on behalf of any Obligor or any Group Member or contained in any Information Package (or any part thereof) being untrue or misleading in any material respect.

(d)                                 All information (other than any Information Package) provided by or on behalf of any Obligor or any Group Member is true, complete and accurate in all material respects as at the date it was given and is not misleading in any respect.

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19.12                 Financial statements

(a)                                 The financial statements most recently supplied to the Facility Agent (which, as at the date of this Agreement, are the Original Financial Statements) were prepared in accordance with the Accounting Principles (applicable to it) consistently applied save to the extent expressly disclosed in such financial statements.

(b)                                 The financial statements most recently supplied to the Facility Agent (which, as at the date of this Agreement, are the Original Financial Statements) give a true and fair view of (if audited) or fairly represent (if unaudited) the consolidated financial condition and operations of the person in respect of which such financial statements are delivered as at the end of and during the applicable period to which such financial statements relate, save to the extent expressly disclosed in such financial statements.

(c)                                  There has been no material adverse change in the business, operations, assets, conditions (financial or otherwise) or prospects of any Obligor, or of the Group (taken as a whole), or of the VIE Group (taken as a whole), since the date of the Original Financial Statements of 30 November 2018.

19.13                 Ranking

(a)                                 Its payment obligations under the Finance Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

(b)                                 The Transaction Security has or will have the ranking in priority which it is expressed to have in the Security Document(s) governing or evidencing such Transaction Security and is not subject to any prior ranking or pari passu ranking Security.

19.14                 No proceedings pending or threatened

(a)                                 (In the case of any Obligor) no litigation, arbitration, investigation or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened, or are pending, against it or any Group Member.

(b)                                 No judgment or order of a court, arbitral body or agency which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief) been made against it or any Group Member.

19.15                 Sanctions, Anti-Bribery and Corruption Laws, Anti-Money Laundering Laws and Anti-Terrorism Laws

(a)                                 None of any Obligor, any Group Member or any director or officer of, or (to the best knowledge of each of the Obligors and Group Members) employee, representative or Affiliate of, any Obligor or any Group Member is currently a Restricted Party.

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(b)                                 None of any Obligor, any Group Member or any director or officer of, or (to the best knowledge of each of the Obligors and Group Members) employee, representative or Affiliate of, any Obligor or any Group Member has violated or is violating any Sanctions or has engaged or is engaging in any activity or conduct which could reasonably be expected to result in any violation of any Sanctions.

(c)                                  None of any Obligor, any Group Member or any director or officer of, or (to the best knowledge of each of the Obligors and Group Members) employee, representative or Affiliate of, any Obligor or any Group Member:

(i)                                     has violated or is violating any applicable Anti-Bribery and Corruption Laws;

(ii)                                  has directly or indirectly made, offered to make, promised to make or authorised the payment or giving of, directly or indirectly, an unlawful payment or improper transfer of value within the meaning of the FCPA or any other applicable Anti-Bribery and Corruption Laws;

(iii)                               has directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political or governmental activity; made any direct or indirect unlawful payment or improper transfer of value to any public official or any person or employee from corporate funds; or has made or received directly or indirectly any bribe, rebate, payoff, kickback or other unlawful payment prohibited under any applicable Anti-Bribery and Corruption Laws; or

(iv)                              has been subject to any action, proceeding, arbitration, litigation, regulatory or criminal investigation with regard to any actual or alleged unlawful payment, improper transfer of value or violation in any way of the FCPA or any applicable Anti-Bribery and Corruption Laws.

(d)                                 None of any Obligor, any Group Member or any director or officer of, or (to the best knowledge of each of the Obligors and Group Members) employee, representative or Affiliate of, any Obligor or any Group Member:

(i)                                     has violated or is violating any applicable Anti-Money Laundering Laws or Anti-Terrorism Laws; or

(ii)                                  has engaged or is engaging in any activity or conduct which could reasonably be expected to result in any violation of any applicable Anti-Money Laundering Laws or Anti-Terrorism Laws.

(e)                                  Each Group Member has instituted and maintains systems, controls, policies and procedures designed to ensure compliance by the Group and by persons associated with the Group with all applicable Sanctions, Anti-Bribery and Corruption Laws, Anti-Money Laundering Laws and Anti-Terrorism Laws.

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19.16                 Ownership of assets

(a)                                 Subject to any Transaction Security, it is the sole legal and beneficial owner of the respective assets over which it purports to grant any Transaction Security.

(b)                                 (In the case of an Obligor) each of it and the Group Members has a good, valid and marketable title to, or valid leases or licences of, or is otherwise entitled to use, the assets necessary to carry on its business as presently conducted (in each case where failure to have such title, leases or licenses or entitlements has or could reasonably be expected to have a Material Adverse Effect).

(c)                                  The Equity Interests in any Obligor or any Group Member which are (or are required by this Agreement or any VIE Contract to be or become) subject to Transaction Security or VIE Security are (or, at the time such Transaction Security or VIE Security will be granted, will be) fully paid and not subject to any option to purchase or similar rights.

(d)                                 The Constitutional Documents of any entity the Equity Interests in which are (or are required by this Agreement or any VIE Contract to be or become) subject to Transaction Security or VIE Security do not and could not (or, at the time such Transaction Security or VIE Security will be granted, will not except as required by law) restrict or inhibit any transfer of any such Equity Interests on creation or enforcement of any Transaction Security or VIE Security.

(e)                                  There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any Equity Interest in or loan capital of any Group Member (including any option or right of pre-emption or conversion) other than the Borrower or pursuant to the Permitted Employee Share Issuance.

19.17                 No breach of laws

(a)                                 (In the case of an Obligor) neither it nor any Group Member has breached any law or regulation (including any Environmental Law) which breach has or could reasonably be expected to have a Material Adverse Effect.

(b)                                 (In the case of an Obligor) no Environmental Claim has been commenced or (to the best of its knowledge and belief) is threatened against it or any Group Member where that claim, if determined against it or that Group Member, has or could reasonably be expected to have a Material Adverse Effect.

(c)                                  (In the case of an Obligor) no labour disputes are current or, to the best of its knowledge and belief, threatened against it or any Group Member which have or could reasonably be expected to have a Material Adverse Effect.

19.18                 Taxation

(a)                                 (In the case of an Obligor) neither it nor any Group Member is materially overdue in the filing of any Tax returns.

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