DEED OF AMENDMENT AGREEMENT DATED 19 September 2017 BETWEEN RISE EDUCATION CAYMAN I LTD AS BORROWER RISE EDUCATION CAYMAN III LTD AS PARENTCO RISE IP (CAYMAN) LIMITED AS CAYMAN GUARANTOR BAIN CAPITAL RISE EDUCATION (HK) LIMITED AS HK GUARANTOR RISE...

Exhibit 10.17

DEED OF AMENDMENT AGREEMENT

DATED 19 September 0000

XXXXXXX

XXXX EDUCATION CAYMAN I LTD

AS BORROWER

RISE EDUCATION CAYMAN III LTD

AS PARENTCO

RISE IP (CAYMAN) LIMITED

AS CAYMAN GUARANTOR

XXXX CAPITAL RISE EDUCATION (HK) LIMITED

AS HK GUARANTOR

RISE (TIANJIN) EDUCATION INFORMATION CONSULTING CO., LTD.

AS WOFE GUARANTOR

BEIJING STEP AHEAD EDUCATION TECHNOLOGY DEVELOPMENT CO., LTD.

AS VIE ENTITY

XXXX CAPITAL RISE EDUCATION IV CAYMAN LIMITED

AS DISTRIBUTION ACCOUNT HOLDER

RISE EDUCATION CAYMAN LTD

AS ORIGINAL SUBORDINATED CREDITOR

CTBC BANK CO., LTD.

AS MANDATED LEAD ARRANGER

CTBC BANK CO., LTD.

AS FACILITY AGENT

CTBC BANK CO., LTD.

AS SECURITY AGENT

AND

OTHERS

RELATING TO A FACILITY AGREEMENT AND A

SECURITY TRUST AGREEMENT

DATED 14 JULY 2016

CONTENTS

Clause		Page
1.           Definitions and Interpretation			2
2.           Representations			5
3.           CP Satisfaction Date			6
4.           Amendment and Restatement			6
5.           Changes to Parties			7
6.           Continuity and Further Assurance			8
7.           Costs and Expenses			8
8.           Miscellaneous			9
Schedule 1 The Lenders			11
Schedule 2 Conditions Precedent			12
Schedule 3 Amended and Restated Facility Agreement			16
Schedule 4 Amended and Restated Security Trust Agreement			2

THIS DEED OF AGREEMENT (this “Agreement”) is dated 19 September 2017 and made between:

(1) RISE EDUCATION CAYMAN I LTD (formerly known as XXXX CAPITAL RISE EDUCATION CAYMAN LIMITED), an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 278734 and having its registered office at Xxxxxx Corporate Services Limited, P.O. Box 309, Xxxxxx House, South Church Street, Xxxxxx Town, Grand Cayman KY1-1104, Cayman Islands (the “Borrower”);

(2) RISE EDUCATION CAYMAN III LTD (formerly known as XXXX CAPITAL RISE EDUCATION III CAYMAN LIMITED), an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 279811 and having its registered office at Xxxxxx Corporate Services Limited, P.O. Box 309, Xxxxxx House, South Church Street, Xxxxxx Town, Grand Cayman KY1-1104, Cayman Islands (“ParentCo”);

(3) XXXX CAPITAL RISE EDUCATION (HK) LIMITED, a company incorporated under the laws of the Hong Kong with registration number 1929660 and registered office at 16^th – 19^th Floors, Prince’s Xxxxxxxx, 00 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (the “HK Guarantor”);

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

(5)		RISE (TIANJIN) EDUCATION INFORMATION CONSULTING CO., LTD. ( ), a company incorporated under the laws of the PRC with registered number 120116400010602 (the “WOFE Guarantor”);
(6)		BEIJING STEP AHEAD EDUCATION TECHNOLOGY DEVELOPMENT CO., LTD. ( ), a company incorporated under the laws of the PRC with registered number 91110105670561149N (the “VIE Entity”, and together with the WOFE Guarantor, the “Onshore Guarantors” and each an “Onshore Guarantor”);

(7) XXXX CAPITAL RISE EDUCATION IV CAYMAN LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 280887 and having its registered office at Xxxxxx Corporate Services Limited, P.O. Box 309, Xxxxxx House, South Church Street, Xxxxxx Town, Grand Cayman KY1-1104, Cayman Islands (the “Distribution Account Holder”);

(8) RISE EDUCATION CAYMAN LTD (formerly known as XXXX CAPITAL RISE EDUCATION II CAYMAN LIMITED), an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 279511 and having its registered office at Xxxxxx Corporate Services Limited, P.O. Box 309, Xxxxxx House, South Church Street, Xxxxxx Town, Grand Cayman KY1-1104, Cayman Islands (the “Original Subordinated Creditor”);

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

(10) THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Lenders) as Lenders (as defined in the Original Facility Agreement);

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

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

WHEREAS

(A) The Lenders made available to the Borrower the Initial Facility in an aggregate principal amount of U.S.$55,000,000 pursuant to the Original Facility Agreement.

(B) As at the date of this Agreement, (1) the principal outstanding amount of the Initial Facility Loan is U.S.$49,500,000 (the “Original Loan”), (2) the Lenders party to this Agreement constitute all of the Lenders and all of the Senior Lenders (as defined in the Original Security Trust Agreement) and (3) there is no Hedge Counterparty.

(C) The Parties agree to amend and restate the Original Facility Agreement and the Original Security Trust Agreement, in each case subject to and in accordance with the terms and conditions of this Agreement.

(D) It is intended by the Parties that this Agreement will take effect as a deed despite the fact that a Party may only execute this Agreement under hand.

NOW THIS DEED OF AGREEMENT WITNESSES as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Amended and Restated Facility Agreement” means the Original Facility Agreement, as amended and restated pursuant to this Agreement.

“Amended and Restated Security Trust Agreement” means the Original Security Trust Agreement, as amended and restated pursuant to this Agreement.

“Amendment Documents” means:

(a) this Agreement;

(b) the New Arrangement Fee Letter;

(c) the New Syndication Letter;

(d) the Distribution Account Charge;

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(e) each Security Confirmation Document; and

(f) each Guarantee Document.

“Amendment Long-stop Date” means the date falling two Months after the date of this Agreement.

“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) and any other constitutional documents, including any statutory registers (where applicable) of such person, including any amendments and/or supplements thereto.

“Distribution Account” has the meaning given to that term in the Form of Amended and Restated Facility Agreement.

“Distribution Account Charge” means the account pledge agreement in respect of the Distribution Account between the Distribution Account Holder and the Security Agent, in form and substance satisfactory to the Security Agent.

“Effective Date” has the meaning given to it in Clause 3 (CP Satisfaction Date).

“Effective Time” has the meaning given to it in Clause 3 (CP Satisfaction Date).

“Facility A” has the meaning given to that term in the Form of Amended and Restated Facility Agreement.

“Facility B” has the meaning given to that term in the Form of Amended and Restated Facility Agreement.

“Form of Amended and Restated Facility Agreement” means the form of amended and restated facility agreement as set out in Schedule 3 (Amended and Restated Facility Agreement) or, with effect from the execution thereof, the Amended and Restated Facility Agreement.

“Guarantee Documents” means:

(a) the amendment agreement to the Guarantee (WOFE Guarantor) dated on or about the date of this Agreement between the WOFE Guarantor and the Security Agent; and

(b) the guarantee dated on or about the date of this Agreement between the VIE Entity and the Security Agent.

“Guarantee Obligations” means the guarantee and indemnity obligations of each of the Guarantors contained in:

(a) (at all times prior to the Effective Time on the Effective Date) the Original Facility Agreement; and

(b) (with effect from and including the Effective Time on the Effective Date) the Amended and Restated Facility Agreement.

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“Listco” has the meaning given to that term in the Amended and Restated Facility Agreement.

“New Arrangement Fee Letter” means the fee letter dated on or about the date of this Agreement from the Mandated Lead Arranger to the Borrower.

“New Syndication Letter” means the syndication letter dated on or about the date of this Agreement from the Mandated Lead Arranger to the Borrower.

“Original Facility Agreement” means the facility agreement dated 14 July 2016 between, among others, the Borrower, the Facility Agent and the Security Agent (as amended and/or supplemented from time to time prior to the date of this Agreement).

“Original Security Trust Agreement” means the security trust agreement dated 14 July 2016 and made between, among others, the Borrower, ParentCo and the Security Agent (as amended and/or supplemented from time to time prior to the date of this Agreement).

“Party” means a party to this Agreement.

“PRC” means the People’s Republic of China (which, for the purposes of this Agreement, does not include Hong Kong, the Special Administrative Region of Macau or Taiwan).

“Relevant Transaction Obligors” means the Borrower, the Original Offshore Guarantors, the Onshore Guarantors and the Distribution Account Holder.

“Security Confirmation Documents” means the deeds of confirmation and confirmation agreements set out in paragraph 2(d) of Schedule 2 (Conditions Precedent) (each a “Security Confirmation Document”).

1.2 Incorporation of defined terms

(a) Unless otherwise defined herein or the context otherwise requires, words and expressions defined in or construed for the purposes of the Original Facility Agreement shall have the same meaning in this Agreement.

(b) Unless a contrary indication appears, the rules of construction set out in clauses 1.2 (Construction) and 1.3 (Currency symbols and definitions) of the Original Facility Agreement shall apply to this Agreement mutatis mutandis.

1.3 Clauses

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause in or a Schedule to this Agreement.

1.4 Third party rights

(a) Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.

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

1.5 Designation

In accordance with the Original Facility Agreement, each of the Borrower and the Facility Agent designates this Agreement as a Finance Document. Accordingly this Agreement constitutes a Senior Facility Finance Document (as defined in the Original Security Trust Agreement) and a Debt Document (as defined in the Original Security Trust Agreement).

1.6 Capacities

For the avoidance of doubt, for the purposes of amending and/or restating the Original Facility Agreement and the Original Security Trust Agreement pursuant to this Agreement, each Party that is a party to any of the Original Facility Agreement or the Original Security Trust Agreement is entering into this Agreement in each capacity that it has under the Original Facility Agreement and/or the Original Security Trust Agreement.

2. REPRESENTATIONS

(a) Each of the Relevant Transaction Obligors (other than the Distribution Account Holder) makes in favour of each of the Finance Parties, the representations and warranties set out in clause 20 (Representations and warranties) of the Form of Amended and Restated Facility Agreement on the date of this Agreement and on the Effective Date, in each case by reference to the facts and circumstances then existing and as if any reference therein to “this Agreement” and/or any other Finance Document (as defined in the Form of Amended and Restated Facility Agreement) included a reference to each of the Amendment Documents and as if each such Relevant Transaction Obligor were party thereto as an Obligor (as defined in the Form of Amended and Restated Facility Agreement).

(b) Each of the Original Subordinated Creditor and the Distribution Account Holder makes in favour of each of the Finance Parties the following representations and warranties on the date of this Agreement and on the Effective Date, in each case by reference to the facts and circumstances then existing:

(i) it is a limited liability corporation or company, duly incorporated and validly existing (and, if incorporated or established in the Cayman Islands, in good standing) under the laws of its jurisdiction of incorporation;

(ii) the obligations expressed to be assumed by it in this Agreement and (in the case of the making of the representation or warranty under this paragraph (ii) on the Effective Date) the Amended and Restated Security Trust Agreement are, subject to the Legal Reservations, legal, valid, binding and enforceable obligations; and

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(iii) the entry into and performance by it of, and the transactions contemplated by, this Agreement or (in the case of the making of the representation or warranty under this paragraph (iii) on the Effective Date) the Amended and Restated Security Trust Agreement does not conflict with:

(A) any applicable law or regulation;

(B) its Constitutional Documents; or

(C) any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument.

3. CP SATISFACTION DATE

(a) Upon receipt by the Facility Agent of each of the documents and other evidence listed in Schedule 2 (Conditions Precedent) (in each case, in form and substance satisfactory to the Facility Agent), provided that the time of such receipt falls on or prior to the Amendment Long-stop Date, the Facility Agent shall notify the Lenders and the Borrower of such receipt (the date on which such notification is given by the Facility Agent being the “Effective Date” and the time of such date at which such notification is given by the Facility Agent being the “Effective Time”).

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

4. AMENDMENT AND RESTATEMENT

(a) With effect from the Effective Time on the Effective Date:

(i) the Original Facility Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 3 (Amended and Restated Facility Agreement);

(ii) the Original Security Trust Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 4 (Amended and Restated Security Trust Agreement);

(iii) the Distribution Account Holder shall become party to the Amended and Restated Security Trust Agreement as an Original Debtor (as defined in the Amendment and Restated Security Trust Agreement).

(b) Each of the Amended and Restated Facility Agreement and the Amended and Restated Security Trust Agreement governs the rights and obligations of each of the parties thereto immediately with effect from the Effective Time on the Effective Date.

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(c) With effect from the Effective Time on the Effective Date, the Original Loan shall constitute a Facility A Loan (as defined in the Amended and Restated Facility Agreement) (the “Continued Facility A Loan”), and each Lender’s participation in the Original Loan (immediately prior to the Effective Time on the Effective Date) shall constitute a participation in such Continued Facility A Loan, (in each case) in accordance with paragraph (b) of clause 2.1 (The Facilities) of the Amended and Restated Facility Agreement.

5. CHANGES TO PARTIES

At all times from and including the date of this Agreement to the earlier of (A) the Effective Time on the Effective Date or (B) the Amendment Long-stop Date:

(a) no person shall accede to the Original Facility Agreement as a Hedge Counterparty or an Additional Guarantor or accede to the Original Security Trust Agreement as a Hedge Counterparty (as defined in the Original Security Trust Agreement), a Debtor (as defined in the Original Security Trust Agreement), an Intra-Group Lender (as defined in the Original Security Trust Agreement) or a Subordinated Creditor (as defined in the Original Security Trust Agreement), unless such person shall have become party to this Agreement pursuant to documentation satisfactory to the Facility Agent to ensure that such person becomes party to and bound by the terms of this Agreement as a Party and (1) (in the case of a Hedge Counterparty or a Hedge Counterparty (as defined in the Original Security Trust Agreement)) as a Finance Party or (2) (in the case of an Additional Guarantor, a Debtor (as defined in the Original Security Trust Agreement) or an Intra-Group Lender (as defined in the Original Security Trust Agreement)) as a Relevant Transaction Obligor or (3) (in the case of a Subordinated Creditor (as defined in the Original Security Trust Agreement)) as an Original Subordinated Creditor;

(b) upon any assignment or transfer by any Lender of its Commitment in respect of the Initial Facility or its participation in the Initial Facility Loan (or any part thereof) to any person (a “Lender Transferee”) (the amount of such Commitment so assigned or transferred being the “Transferred Commitment” of such Lender), the Parties agree to (upon the request of such Lender) amend this Agreement so that (i) such Lender Transferee shall become party hereto as a Lender, (ii) the “Facility A Commitment” (as defined in the Form of Amended and Restated Facility Agreement) of such Lender as stated in part I of schedule 1 (The Original Parties) to the Form of Amended and Restated Facility Agreement is reduced by the amount of such Transferred Commitment, and (iii) such Lender Transferee shall be included in part I of schedule 1 (The Original Parties) to the Form of Amended and Restated Facility Agreement with a “Facility A Commitment” (as defined in the Form of Amended and Restated Facility Agreement) equal to the amount of such Transferred Commitment (in addition to the amount of any other Facility A Commitment (as defined in the Form of Amended and Restated Facility Agreement) that such Lender Transferee is already expressed to have in the Form of Amended and Restated Facility Agreement); and

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(c) no person shall accede to the Original Facility Agreement as an Incremental Facility Original Lender in respect of any Incremental Facility and no Incremental Facility Notice may be delivered under the Original Facility Agreement.

6. CONTINUITY AND FURTHER ASSURANCE

6.1 Continuing obligations

(a) The provisions of the Original Facility Agreement and the Original Security Trust Agreement (in each case, as amended and restated pursuant to this Agreement) shall continue in full force and effect. The provisions of each other Finance Document and (without prejudice to the foregoing) any Security constituted thereby shall continue in full force and effect.

(b) For the avoidance of doubt, neither the execution and delivery of this Agreement and/or any other Amendment Document nor the amendments contemplated under this Agreement shall in any way affect the accrued rights of the Finance Parties or the Secured Parties under the Finance Documents on or prior to the Effective Date (including with respect to any representations and warranties made under the Original Facility Agreement, the Original Security Trust Agreement and/or any other Finance Document prior to the Effective Date).

6.2 Confirmation of Guarantee Obligations

Without prejudice to Clause 6.1 (Continuing obligations), each Guarantor confirms for the benefit of the Finance Parties that all of its Guarantee Obligations shall (a) remain in full force and effect notwithstanding the amendments referred to in Clause 4 (Amendment and Restatement) and (b) extend to any new or additional obligations assumed by any Relevant Transaction Obligor under the Finance Documents as a result of this Agreement and/or the other Amendment Documents (including under the Amended and Restated Facility Agreement, the Amended and Restated Security Trustee Agreement, the New Arrangement Fee Letter and the New Syndication Letter).

6.3 Further assurance

Each of the Relevant Transaction Obligors and the Original Subordinated Creditor shall, at the request of the Facility Agent or the Security Agent and at its own expense, do all such acts and things necessary to give effect to the provisions of, and the amendment and restatement of the Original Facility Agreement and the Original Security Trust Agreement effected or to be effected pursuant to, this Agreement.

7. COSTS AND EXPENSES

(a) The Borrower shall, within five Business Days of written demand (which demand must be accompanied by reasonable details and calculations of the amount demanded) pay each of the Facility Agent, the Mandated Lead Arranger and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.

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(b) In the event that the Effective Date does not occur, the Borrower shall only be liable for the Finance Parties’ legal advisors’ fees and the Finance Parties’ costs and expenses up to caps separately agreed between the Mandated Lead Arranger and the Sponsor or the Borrower. No such legal fees or costs or expenses will be paid or reimbursed by the Borrower pursuant to this paragraph (b) until the Borrower and the Mandated Lead Arranger determine (acting reasonably) that the Effective Date is reasonably unlikely to occur on or prior to the Amendment Long-stop Date.

8. MISCELLANEOUS

8.1 Governing law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

8.2 Incorporation of terms

The provisions of clause 33 (Notices), clause 35 (Partial invalidity), clause 36 (Remedies and waivers) and clause 41 (Enforcement) of the Original Facility Agreement shall apply to this Agreement mutatis mutandis as if references therein to “this Agreement” or any Finance Document were references to this Agreement and as if each of the Relevant Transaction Obligors and the Original Subordinated Creditor were party thereto as an Obligor and as if the initial email address, address and fax number (and attention details) of such Relevant Transaction Obligor or such Original Subordinated Creditor for the purpose of clause 33.2 (Addresses) of the Original Facility Agreement (applying mutatis mutandis) were those identified with its name on the signature pages of this Agreement.

8.3 Amendments and waivers

(a) Clause 37 (Amendments and waivers) of the Original Facility Agreement shall apply to this Agreement mutatis mutandis (and for the purposes of any amendment or waiver relating to this Agreement, clause 37.3 (All Lender matters) of the Original Facility Agreement shall apply mutatis mutandis as if any reference therein to “Availability Period”, “Commitment”, “Facility”, “Finance Documents”, “Margin”, “Total Commitments” and other capitalised terms shall also include a reference to such terms as defined in the Amended and Restated Facility Agreement).

(b) Notwithstanding this Agreement and the execution of this Agreement as a deed, nothing shall prejudice (a) the ability of the parties to the Amendment and Restated Facility Agreement to amend or vary the provisions thereof in accordance with the terms thereof without any requirement of any Party (that is not a party to the Amendment and Restated Facility Agreement) to execute any such amendment or variation and without any requirement for such amendment or variation to be by way of a deed or (b) the ability of the parties to the Amendment and Restated Security Trust Agreement to amend or vary the provisions thereof in accordance with the terms thereof without any requirement of any Party (that is not a party to the Amendment and Restated Security Trust Agreement) to execute any such amendment or variation.

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8.4 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the execution on such counterparts were on a single copy of this Agreement.

This Agreement has been entered into by the parties hereto and executed as a deed by each of the Borrower, ParentCo, the Cayman Guarantor, the HK Guarantor, the WOFE Guarantor, the VIE Entity, the Distribution Account Holder and the Original Subordinated Creditor is intended to be and is delivered by each of them as a deed.

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SCHEDULE 1

THE LENDERS

CTBC Bank Co., Ltd.

E. SUN Commercial Bank, Ltd.

Yuanta Commercial Bank Co., Ltd.

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SCHEDULE 2

CONDITIONS PRECEDENT

1. Relevant Transaction Obligors

(a) A copy of the Constitutional Documents of each Relevant Transaction Obligor including:

(i) (if applicable) its statutory registers (including its register of directors, its register of members and its register of mortgages and charges);

(ii) (in the case of the HK Guarantor) a copy of its current business registration certificate; and

(iii) (in relation to each of the WOFE Guarantor and the VIE Entity), a copy of its business licence and certificate of approval (if applicable),

or, other than in the case of the Distribution Account Holder, a certificate of such Relevant Transaction Obligor confirming that copies of the Constitutional Documents of such Relevant Transaction Obligor that have previously been delivered to the Facility Agent pursuant to part II of schedule 2 (Conditions precedent) to the Original Facility Agreement remain true, complete and up-to-date and that such Constitutional Documents have not been amended or supplemented and remain in full force and effect.

(b) A certificate of good standing in respect of each Relevant Transaction Obligor issued by the Registrar of Companies of the Cayman Islands (if such Relevant Transaction Obligor is incorporated in the Cayman Islands) and dated no more than four weeks before the date on which the legal opinions referred to in paragraph 5 below are issued.

(c) In respect of each Relevant Transaction Obligor, a copy of a resolution of the board of directors of such Relevant Transaction Obligor (in the case of any Relevant Transaction Obligor other than the VIE Entity) or a copy of the decision signed by all of the holders of the issued shares or equity interests in the VIE Entity (in the case of the VIE Entity), in each case:

(i) approving the terms of, and the transactions contemplated by, the Amendment Documents to which it is a party and resolving that it execute the Amendment Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Amendment Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Amendment Documents or the Amendment Documents to which it is a party.

(d) A specimen of the signature of each person authorised by any resolution referred to in paragraph (c) above.

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(e) In respect of each Relevant Transaction Obligor (other than ParentCo, the Borrower and the Distribution Account Holder), a copy of a resolution signed by all the holders of the issued shares in such Relevant Transaction Obligor (or, in the case of the WOFE Guarantor, a decision signed by all the holders of the issued shares and equity interests in the WOFE Guarantor) , approving the terms of, and the transactions contemplated by, the Amendment Documents to which such Relevant Transaction Obligor is a party.

(f) A certificate from each Relevant Transaction Obligor (signed by a director thereof) confirming that the borrowing, guaranteeing or securing, as appropriate, the Total Commitments (as defined in the Form of Amended and Restated Facility Agreement) would not cause any borrowing, guarantee, security or similar limit binding on such Relevant Transaction Obligor to be exceeded.

(g) A certificate of an authorised signatory of each Relevant Transaction Obligor certifying that each copy document relating to it (or, in the case of the Borrower, each other copy document) specified in this Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

2. Amendment Documents

(a) This Agreement duly executed by the parties thereto.

(b) The New Arrangement Fee Letter duly executed by the parties thereto.

(c) The New Syndication Letter duly executed by the parties thereto.

(d) The following deeds of confirmation or, as the case may be, confirmation agreements:

(i) a deed of confirmation between ParentCo, the Borrower and the Security Agent in respect of the Share Charge (Borrower) and the Share Charge (Cayman Guarantor), duly executed by the parties thereto;

(ii) a deed of confirmation between the Borrower and the Security Agent in respect of the Share Charge (HK Guarantor), duly executed by the parties thereto;

(iii) a deed of confirmation between the Borrower and the Security Agent in respect of the Debenture (Borrower), duly executed by the parties thereto;

(iv) a deed of confirmation between the HK Guarantor and the Security Agent in respect of the Debenture (HK Guarantor), duly executed by the parties thereto;

(v) a deed of confirmation between the Cayman Guarantor and the Security Agent in respect of the Debenture (Cayman Guarantor), duly executed by the parties thereto;

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(vi) a confirmation agreement between the HK Guarantor and the Security Agent in respect of the Equity Pledge (WOFE Guarantor), duly executed by the parties thereto;

(vii) a confirmation agreement between the Borrower and the Security Agent in respect of the Account Pledge Agreement (relating to accounts of the Borrower), duly executed by the parties thereto;

(viii) a confirmation agreement between the HK Guarantor and the Security Agent in respect of the Account Pledge Agreement (relating to accounts of the HK Guarantor), duly executed by the parties thereto; and

(ix) a confirmation agreement between the Cayman Guarantor and the Security Agent in respect of the Account Pledge Agreement (relating to accounts of the Cayman Guarantor), duly executed by the parties thereto.

(e) The Distribution Account Charge duly executed by the parties thereto.

(f) The Guarantee Documents duly executed by the parties thereto.

(g) A copy of all notices required to be sent, and acknowledgments thereto required to be delivered, under the Distribution Account Charge executed by the applicable parties as required by the Distribution Account Charge (where such notices and acknowledgments are required to be delivered on the date of execution of the Distribution Account Charge or otherwise before the Effective Date).

(h) All documents of title and deliverables required to be provided under the Distribution Account Charge upon execution of the Distribution Account Charge or otherwise prior to the Effective Date.

3. VIE Documents

A certificate of the Borrower attaching a copy of each up-to-date VIE Contract, in each case, together with all amendments and supplements thereto or a certificate of the Borrower confirming that the copy of each VIE Contract (together with any amendments and supplements thereto) that has previously been delivered to the Facility Agent pursuant to the Original Facility Agreement remains true, complete and up-to-date and that each such VIE Contract has not been further amended or supplemented and remain in full force and effect.

4. Distribution Account

Evidence that the Distribution Account has been established and designated as such.

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5. Legal opinions

The following legal opinions:

(a) a legal opinion in relation to English law from Xxxxxxxx Chance as to English law;

(b) a legal opinion in relation to the laws of Hong Kong from Xxxxxxxx Chance as to the laws of Hong Kong;

(c) a legal opinion of Xxxxxx Westwood & Riegels as to the laws of the Cayman Islands;

(d) a legal opinion of Xxx Xx Law Offices as to the laws of the PRC; and

(e) a legal opinion of Xxxxx & XxXxxxxx, Taipei as to the laws of Taiwan.

6. Other documents and evidence

(a) Evidence that the process agent referred to in the Form of Amended and Restated Facility Agreement and/or required to be appointed under any of the Transaction Security Documents (as defined in the Form of Amended and Restated Facility Agreement) and/or required to be appointed under any of the other Amendment Documents confirming it has accepted its appointment.

(b) An up-to-date Group Structure Chart.

(c) An updated financial model including profit and loss, balance sheet and cashflow projections in agreed form relating to the Group.

(d) A written agreement between the Distribution Account Holder and each other holder of Equity Interest in Listco in relation to any amount from time to time standing to the credit of the Distribution Account (including any proceeds of Facility B paid or transferred into the Distribution Account) in the agreed form.

(e) Evidence that the fees, costs and expenses then due from the Borrower pursuant to the New Arrangement Fee Letter and/or Clause 7 (Costs and Expenses) have been or will be paid on or prior to the Effective Date.

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SCHEDULE 3

AMENDED AND RESTATED FACILITY AGREEMENT

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FACILITIES AGREEMENT

dated 14 July 2016

(as amended and restated on 19 September 2017)

for

RISE EDUCATION CAYMAN I LTD

arranged by

CTBC BANK CO., LTD.

as Mandated Lead Arranger

with

CTBC BANK CO., LTD.

as Facility Agent

and

CTBC BANK CO., LTD.

as Security Agent

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CONTENTS

CLAUSE				PAGE
		SECTION 1
INTERPRETATION					2
1.		Definitions and interpretation			2
SECTION 2 THE FACILITIES					65
2.		The Facilities			65
3.		Purpose			75
4.		Conditions of Utilisation			76
		SECTION 3
UTILISATION					78
5.		Utilisation			78
		SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION					79
6.		Repayment			79
7.		Illegality, voluntary prepayment and cancellation			80
8.		Mandatory prepayment and cancellation			82
9.		Restrictions			83
		SECTION 5
COSTS OF UTILISATION					85
10.		Interest			85
11.		Interest Periods			86
12.		Changes to the calculation of interest			87
13.		Fees			89
		SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS					90
14.		Tax gross-up and indemnities			90
15.		Increased costs			93
16.		Other indemnities			95
17.		Mitigation by the lenders			98
18.		Costs and expenses			98
		XXXXXXX 0
XXXXXXXXX					000
00.		Guarantee and indemnity			100
		SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT					103
20.		Representations			103
21.		Information undertakings			110
22.		Financial covenants			116
23.		General undertakings			127
24.		Events of Default			141
		SECTION 9
CHANGES TO PARTIES					148
25.		Changes to the Lenders			148
26.		Debt Purchase Transactions			154
27.		Changes to the Obligors			159

- i -

		SECTION 10
THE FINANCE PARTIES					162
28.		Role of the Facility Agent, the Mandated Lead Arranger and others			162
29.		Conduct of business by the Finance Parties			172
30.		Sharing among the Finance Parties			172
		SECTION 11
XXXXXXXXXXXXXX					000
00.		Payment mechanics			175
32.		Set-off			181
33.		Notices			181
34.		Calculations and certificates			184
35.		Partial invalidity			184
36.		Remedies and waivers			184
37.		Amendments and waivers			185
38.		Confidentiality			191
39.		Counterparts			194
		SECTION 12
GOVERNING LAW AND ENFORCEMENT					195
40.		Governing law			195
41.		Enforcement			195

- ii -

THE SCHEDULES

SCHEDULE				PAGE
Schedule 1
		The Original Parties			197
Part I
		The Original Lenders			197
Schedule 2
		Conditions Precedent			198
Part I
					198
Part II
		Conditions precedent required to be delivered by an Additional Guarantor			199
Part III
		Conditions Subsequent required to be delivered in respect of Additional Transaction Security			201
Schedule 3
		Request and Notices			203
Part I
		Utilisation Request			203
Part II
		Selection Notice			205
Schedule 4
		White List			206
Schedule 5
		Form of Transfer Certificate			209
Schedule 6
		Form of Assignment Agreement			212
Schedule 7
		Form of Accession Deed			215
Schedule 8
		Form of Compliance Certificate			219
Schedule 9
		LMA Form of Confidentiality Undertaking			222
Schedule 10
		Timetables			227
Schedule 11
		Form of Increase Confirmation			228
Schedule 12
		Forms of Notifiable Debt Purchase Transaction Notice			231
Part I
		Form of Notice on Entering into Notifiable Debt Purchase Transaction			231
Part II
		Form of Notice on Termination of Notifiable Debt Purchase Transaction/Notifiable Debt Purchase Transaction ceasing to be with Sponsor Affiliate			232
Schedule 13
		Group Structure Chart			233
Schedule 14
		Hedging Principles			235
Schedule 15
		Form of Incremental Facility Increase Confirmation			236

- iii -

THIS AGREEMENT is dated 14 July 2016 and amended and restated on 19 September 2017 and made between:

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

2. XXXX CAPITAL RISE EDUCATION (HK) LIMITED, a company incorporated under the laws of Hong Kong with registration number 1929660 and registered office at 16^th – 19^th Floors, Prince’s Xxxxxxxx, 00 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (the “HK Guarantor”);

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

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

5. THE FINANCIAL INSTITUTIONS listed in Part I of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”);

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

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

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Acceleration Event” has the meaning given to that term in the Security Trust Agreement.

“Acceptable Bank” means:

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

- 2 -

(b) the Mandated Lead Arranger; or

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

“Acceptable Funding Sources” means:

(a) New Shareholder Injections;

(b) Flotation Proceeds received by the Group and not required to be applied in prepayment pursuant to Clause 8.1 (Exit and Flotation);

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

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

“Accession Deed” means a document substantially in the form set out in Schedule 7 (Form of Accession Deed).

“Account Pledge Agreement” means an account pledge agreement between a Relevant Obligor and the Security Agent, in form and substance satisfactory to the Security Agent.

“Accounting Principles” mean generally accepted accounting principles in the US.

“Additional Guarantor” means a person which becomes party hereto as a “Guarantor” in accordance with Clause 27 (Changes to the Obligors).

“Additional Guarantor Notice” has the meaning given to that term in Clause 27 (Changes to the Obligors).

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

“All-In Yield” means, as to any Financial Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees or otherwise, in each case, incurred in favour of or payable to any or all of the lenders or creditors (or any class of such lenders or creditors) of such Financial Indebtedness from time to time; provided that for the purposes of such calculation, any original issue discount or upfront fees in respect of any Financial Indebtedness shall be equated to interest rate by dividing the amount of such original issue discount or upfront fees by the Weighted Average Life to Maturity in respect of such Financial Indebtedness.

“Amendment and Restatement Date” means     September 2017.

“Amendment and Restatement Agreement” means the amendment and restatement agreement dated the Amendment and Restatement Date between, among others, the Borrower, the Facility Agent and the Security Agent.

“Amendment and Restatement Effective Date” has the meaning given to the term “Effective Date” in the Amendment and Restatement Agreement.

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“Annual Financial Statements” has the meaning given to that term in Clause 21 (Information undertakings).

“Anti-Money Laundering Laws” means all applicable financial recordkeeping and reporting requirements, and the applicable anti-money laundering statutes of jurisdictions where any Total Transaction Obligor or any Group Member conducts business and/or where any of the foregoing 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 Authority from time to time.

“Assignment Agreement” means, in relation to any assignment by any Lender of any or all of its rights under this Agreement, an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and the relevant assignee, provided that if that other form does not contain the undertakings set out in the form set out in Schedule 6 (Form of Assignment Agreement) it shall not be a Creditor Accession Undertaking as defined in, and for the purposes of, the Security Trust Agreement.

“Auditors” means one of the Big Four or any other auditor approved in writing by the Majority Lenders (such approval not to be unreasonably withheld or delayed).

“Authorisation” means:

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

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

“Availability Period” means:

(a) in relation to a Term Facility, the period from and including the Amendment and Restatement Date to and including the date falling two Months after the Amendment and Restatement Date; or

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

“Available Commitment” means at any time in relation to a Lender and a Facility and save as otherwise provided in this Agreement, that Lender’s Commitment in respect of 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 under that Facility when it is made and disregarding any subsequent reduction in such principal amount); and

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

- 4 -

“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 delivered or to be delivered by the Borrower to the Facility Agent pursuant to the Amendment and Restatement Agreement on or before the Amendment and Restatement Effective Date.

“Base Financial Statements” has the meaning given to that term in Clause 21.3 (Requirements as to financial statements).

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

“Borrowings” has the meaning given to that term in Clause 22.1 (Financial definitions).

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

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

exceeds:

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

“Business Day” means:

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

(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, Taipei and the PRC.

“Capital Expenditure” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Cash” means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of a Group Member with an Acceptable Bank and to which a Group Member is alone (or together with other Group Members) beneficially entitled and for so long as:

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

- 5 -

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

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

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

and shall include cash in tills and cash in transit.

“Cash Equivalent Investments” means at any time of determination:

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

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

(c) commercial paper not convertible or exchangeable to any other security:

(i) for which a recognised trading market exists;

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

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

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

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

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

(f) any other investment approved by the Majority Lenders (acting reasonably), in each case to which any Group Member is alone (or together with other Group Members) beneficially entitled at that time and which is not issued or guaranteed by any Transaction Obligor or any Group Member or subject to any Security or Quasi-Security (other than Security arising under the Transaction Security Documents).

- 6 -

“CEO”means the chief executive officer of the Group for the time being (or such person(s) undertaking such equivalent role from time to time).

“Change of Control” means:

(a) at any time prior to the occurrence of a Qualifying Flotation, the Sponsor:

(i) does not or ceases to beneficially own, directly or indirectly, at least 50.1 per cent. of the voting share capital in the Borrower; or

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

(b) at any time following the occurrence of a Qualifying Flotation:

(i) the Sponsor does not or ceases to beneficially own, directly or indirectly, more than 25 per cent. of the voting share capital in the Borrower; or

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

(c) at any time prior to a Qualifying Flotation in respect of the Borrower, the Parent:

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

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

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

(d) at any time, the Borrower:

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

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

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

- 7 -

(e) at any time the HK Guarantor:

(i) does not or ceases to directly beneficially own 100% of the Equity Interests in the WOFE Guarantor;

(ii) does not or ceases to directly beneficially own 100% of the voting interests in the WOFE Guarantor; or

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

(f) at any time the VIE Nominees, in the aggregate:

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

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

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

(in each case) subject to the VIE Structure Documents.

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

“Chief Financial Officer” means the chief financial officer (or equivalent officer, as appropriate) from time to time of the Borrower.

“Code” means the U.S. Internal Revenue Code of 1986.

“Commitment” means any Facility A Commitment, Facility B Commitment or Incremental Facility Commitment (and “Commitment” in respect of (a) Facility A means a Facility A Commitment, (b) Facility B means a Facility B Commitment, or (c) any Incremental Facility means an Incremental Facility Commitment in respect of such Incremental Facility).

“Competitor” means any person or entity (other than a Group Member) principally engaged in the business of providing English language education and training in Greater China and each Affiliate of such person or entity engaged in such activities.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) or any other form agreed between the Facility Agent and the Borrower.

- 8 -

“Confidential Information” means all information relating to the Sponsor, the Parent, any Transaction Obligor, the Group, the Finance Documents or any 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 any Facility from either:

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

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

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 Finance Party of Clause 38 (Confidentiality); or

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

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

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 9 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the Facility Agent.

“Conflicted Lender” means any Lender (which term, for the purposes of this definition shall include any Affiliate of that Lender) which is or is acting on behalf of (including in its capacity as the grantor of Voting Participation or any other agreement pursuant to which voting rights of such Lender under the Finance Documents may pass):

(a) a Competitor;

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

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

in each case whether before or after such person becomes a Lender and including where a Lender notifies the Agent that it is such (in a Transfer Certificate or otherwise) and where it has been notified as such to the Agent by the Borrower (acting reasonably and in good faith), provided that a Lender will not be deemed to be a Conflicted Lender solely by virtue of that Lender:

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

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

- 9 -

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

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

“Consolidated After-Tax Net Income” means, in respect of any period, the consolidated net income of the Group for that period after taxation.

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

“Creditor Accession Undertaking” has the meaning given to that term in the Security Trust Agreement.

“Cure Amount” has the meaning given to that term in Clause 22.4 (Equity cure).

“Cure Amount Account” has the meaning given to that term in Clause 23.28 (Cure Amount Account).

“Debenture (Borrower)” means a debenture to be entered into by the Borrower in favour of the Security Agent in respect of assets of the Borrower, in form and substance satisfactory to the Security Agent.

“Debenture (Cayman Guarantor)” means a debenture to be entered into by the Cayman Guarantor in favour of the Security Agent in respect of assets of the Cayman Guarantor, in form and substance satisfactory to the Security Agent.

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

“Debt Document” has the meaning given to that term in the Security Trust Agreement.

- 10 -

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

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

(b) enters into any sub-participation in respect of; or

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

any Commitment in respect of any Facility (or any commitment represented thereby) or any amount outstanding under any Finance Document.

“Debtor” has the meaning given to that term in the Security Trust Agreement.

“Default” means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) 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.

“Defaulting Lender” means any Lender (other than a Lender which is a Sponsor Affiliate):

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

(b) which has otherwise rescinded or repudiated a Finance Document; or

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

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made by that Lender within four Business Days of its due date; or

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

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

“Designated Proceeds Account (HSBC)” means an account:

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

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

- 11 -

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

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

“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 any Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(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.

“Distressed Investor” means a loan to own fund, vulture fund, distressed debt fund or any other entity (including a business group within a bank or financial institution) which is established for or principally invests in distressed debt (or any similar fund or entity).

“Distribution” means, in respect of a person:

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

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

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

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

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

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“Distribution Account” means an account:

(a) held in Taipei opened with the Facility Agent (or an Affiliate thereof specified by the Facility Agent) in the name of the Distribution Account Holder;

(b) existing as at the Amendment and Restatement Effective Date and identified in writing between (i) the Borrower or the Distribution Account Holder and (ii) the Facility Agent or the Security Agent as the “Distribution Account”;

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

“Distribution Account Charge” means the charge over the Distribution Account granted or to be granted by the Distribution Account Holder in favour of the Security Agent, in form and substance satisfactory to the Security Agent.

“Distribution Account Holder” means Xxxx Capital Rise Education Cayman IV Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 278734 and registered office at Xxxxxx Corporate Services Limited, P.O. Box 309, Xxxxxx House, South Church Street, Xxxxxx Town, Grand Cayman KY1-1104, Cayman Islands.

“DSRA” means a debt service reserve account:

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

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

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

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

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

“DSRA Minimum Balance” means, at any time, the Interest Reserve Amount as at such time.

“EBITDA” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

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

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

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(c) land (including land under water).

“Environmental Claim” means any claim, proceeding, formal notice or investigation by any person in respect of:

(a) any breach, or alleged breach, of any Environmental Law; or

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

“Environmental Law” means any applicable law or regulation which relates to:

(a) the pollution or protection of the Environment;

(b) the conditions of the workplace;

(c) community welfare and/or land or property rights;

(d) occupational health and safety; or

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

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

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

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

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

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

“Equity Pledge (WOFE Guarantor)” 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 WOFE Guarantor, in form and substance satisfactory to the Security Agent.

“Event of Default” means any event or circumstance specified as such in Clause 24 (Events of Default).

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“Existing Lionbridge Investments” means the loan(s) made by the WOFE Guarantor in favour of (i) Lionbridge and (ii) Tianjin Lionbridge International Logistics Company Limited (in the form of entrustment loans and made through one or more Acceptable Banks or otherwise) prior to the Amendment and Restatement Date, provided that:

(a) the aggregate outstanding amount of such loan(s) is not increased after the Amendment and Restatement Date; and

(b) the tenor of such loan(s) expires on or prior to 30 November 2017 and is not extended on or after the date of this Agreement.

“Facility” means Facility A, Facility B or an Incremental Facility (and “Facilities” shall be construed accordingly).

“Facility A” means the term loan facility made available under this Agreement as described in paragraph (a)(i) of Clause 2.1 (The Facilities).

“Facility A Commitment” means:

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

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

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

“Facility A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

“Facility B” means the term loan facility made available under this Agreement as described in paragraph (a)(ii) of Clause 2.1 (The Facilities).

“Facility B Commitment” means:

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

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

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

“Facility B Loan” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

“Facility Office” means:

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

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

“Family Member” means, in relation to any individual, such individual, his or her parents, brothers, sisters and lineal descendants, and any trust or other similar entity established for the sole benefit of or the sole beneficial owner(s) of which (directly or indirectly) are any or all of the foregoing, any of their respective lineal descendants, estate or any executor of their respective estate, and/or (in the case of any such trust or other similar entity) any trustee in bankruptcy or similar officer in respect of any such trust or such other similar entity.

“FATCA” means:

(a) sections 1471 to 1474 of the Code, any associated regulations and other official guidance;

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

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

“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.

“Fee Letter” means (as applicable):

(a) the fee letter dated on or about the Amendment and Restatement Date between the Mandated Lead Arranger and the Borrower;

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

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

“Finance Document” means this Agreement, the Amendment and Restatement Agreement, any Accession Deed, any Fee Letter, any Hedging Agreement, the Security Trust Agreement, any Incremental Amendment, the Syndication Letter, any Transaction Security Document, any Guarantee, the Guarantee (WFOE Guarantor) Amendment, any Transfer Certificate, any Increase Confirmation, any Incremental Facility Notice, any Incremental Facility Increase Confirmation and any other document designated as a “Finance Document” by the Facility Agent and the Borrower, provided that where the term “Finance Document” is used in, and construed for the purposes of, this Agreement or the Security Trust Agreement, a Hedging Agreement shall be a Finance Document only for the purposes of :

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

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

(c) the definition of “Transaction Document”;

(d) the definition of “Transaction Security Document”;

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

(f) Clause 2.3 (Finance Parties’ rights and obligations);

(g) Clause 2.4 (Obligors’ Agent);

(h) Clause 19 (Guarantee and indemnity);

(i) the definition of “Guarantees”;

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

(k) Clause 32 (Set-off); and

(l) describing the secured obligations under any Transaction Security Document.

“Finance Lease” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Finance Party” means the Facility Agent, a Mandated Lead Arranger, the Security Agent, a Lender or a Hedge Counterparty provided that where the term “Finance Party” is used in, and construed for the purposes of, this Agreement or the Security Trust Agreement, a Hedge Counterparty shall be a Finance Party only for the purposes of:

(a) the definition of “Secured Parties”;

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

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

(d) Clause 19 (Guarantee and indemnity);

(e) the definition of “Guarantees”;

(f) Clause 2.3 (Finance Parties’ rights and obligations);

(g) Clause 2.4 (Obligors’ Agent);

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

(i) Clause 32 (Set-off).

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

(a) moneys borrowed;

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

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

- 17 -

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

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

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

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

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

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

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

provided that where the amount of Financial Indebtedness is to be calculated in relation to any bank accounts of Group Members that are subject to netting, cash cooling, net balance, balance transfer or similar arrangements, only the net balance of the Financial Indebtedness in respect of such arrangements shall be taken in to account.

“Financial Half-Year” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Financial Quarter” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Financial Year” has the meaning given to that term in Clause 22.1 (Financial definitions).

“First Test Date” means 30 September 2017.

“First Utilisation Date” means the first Utilisation Date to occur in respect of Facility A or Facility B on or after the Amendment and Restatement Effective Date.

“Flotation” has the meaning given to that term in Clause 8.1 (Exit and Flotation).

“Flotation Proceeds” has the meaning given to that term in Clause 8.1 (Exit and Flotation).

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“Future Acquisition” means the acquisition by a Group Member of Equity Interest(s) in a company, corporation or entity which is not already a Group Member as at the Amendment and Restatement Effective Date and which becomes a Group Member after such acquisition, provided that such acquisition is a Permitted Acquisition falling within paragraph (e) of the definition of “Permitted Acquisition” (such company, corporation or entity being the “Future Target” in respect of such Future Acquisition).

“Future Target Group” means:

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

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

excluding any member of any Future Target Guarantor Group.

“Future Target Group Member” means any member of any Future Target Group.

“Future Target Guarantor Group” means (a) each of (i) any Future Target (in respect of any Future Acquisition) and (ii) its Subsidiaries that are incorporated or established outside the PRC that has (in each case under (i) and (ii)) become a Guarantor in accordance with Clause 27.2 (Additional Guarantors) and (b) Subsidiaries of such Future Target that are incorporated or established in the PRC.

“Governmental Authority” means any government or any governmental agency, semi-governmental or judicial entity or authority (including any stock exchange or any self-regulatory organisation established under statute).

“Greater China” means the People’s Republic of China, Hong Kong, the Special Administrative Region of Macau and Taiwan.

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

“Group Member” means any member of the Group.

“Group Structure Chart” means the group structure chart for the Group set out in Schedule 13 (Group Structure Chart).

“Guarantee (WOFE Guarantor)” means the guarantee dated 18 July 2016 between the WOFE Guarantor and the Security Agent and as amended by the Guarantee (WOFE Guarantor) Amendment.

“Guarantee (WOFE Guarantor) Amendment” means the amendment agreement to the Guarantee (WOFE Guarantor) dated on or about the Amendment and Restatement Date between the WOFE Guarantor and the Security Agent.

“Guarantee (VIE Entity)” means the guarantee dated on or about Amendment and Restatement Date between the VIE Entity and the Security Agent.

“Guarantees” means:

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

- 19 -

(b) the Guarantee (WOFE Guarantor);

(c) the Guarantee (VIE Entity); and

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

(each a “Guarantee”).

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

“Hedge Counterparty” means any entity which (a) has become a Party as a “Hedge Counterparty” in accordance with Clause 25.8 (Accession of Hedge Counterparties) and (b) is or has become, a party to the Security Trust Agreement as a “Hedge Counterparty” (as defined in the Security Trust Agreement) in accordance with the provisions of the Security Trust 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 the types of liabilities and/or risks in relation to any or all of the Facilities which complies with (1) the Hedging Principles and (2) the Security Trust Agreement.

“Hedging Principles” means the requirements set out in Schedule 14 (Hedging Principles).

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Impaired Agent” means the Facility Agent at any time when:

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

(b) the Facility Agent otherwise rescinds or repudiates a Finance Document;

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

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

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within five Business Days of its due date; or

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

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 11 (Form of Increase Confirmation) or any other form agreed between the Facility Agent and the Borrower.

“Increase Lender” has the meaning given to that term in paragraph (a)(iii) of Clause 2.2 (Increase).

“Incremental Amendment” has the meaning given to that term in Clause 2.5 (Incremental Facilities).

“Incremental Facility” has the meaning given to that term in Clause 2.5 (Incremental Facilities).

“Incremental Facility Commitment” means, in relation to any Incremental Facility:

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

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

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

“Incremental Facility Increase Confirmation” means a confirmation substantially in the form set out in Schedule 15 (Form of Incremental Facility Increase Confirmation).

“Incremental Facility Loan” means a loan made or to be made under any Incremental Facility or the principal amount outstanding for the time being of that loan, provided that any reference to any “Incremental Facility Loan” under or in respect of any Incremental Facility means a loan made or to be made under such Incremental Facility or the principal amount outstanding for the time being of that loan.

“Incremental Facility Notice” has the meaning given to that term in Clause 2.5 (Incremental Facilities).

“Incremental Facility Original Lender” has the meaning given to that term in Clause 2.5 (Incremental Facilities).

“Indebtedness for Borrowed Money” means, at any time, Financial Indebtedness other than any Financial Indebtedness falling within (a) paragraph (f) of the definition of “Financial Indebtedness” or (b) paragraph (k) of the definition of “Financial Indebtedness” (to the extent related to Financial Indebtedness falling within paragraph (f) of the definition of “Financial Indebtedness”).

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

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“Information Barrier” means, in relation to a Lender, a system of controls and monitoring (including, but not limited to, physical segregation of employees and restrictions on access to and flow of information) sufficient to ensure that:

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

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

“Initial VIE Nominee Transfer” means the transfer of all the equity interests in the VIE Entity held by Zhang Xxxx Xx
( ) to Xxxxx Xxxx ( ) after the date of this Agreement, provided that the VIE Nominee Transfer Conditions are satisfied in respect of such transfer.

“Insolvency Event” in relation to a Finance Party or an Acceptable Bank means that Finance Party or Acceptable Bank:

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

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

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

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

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

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

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

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(f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Xxx 0000 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Xxx 0000 or in each case, any equivalent legislation in any relevant jurisdiction;

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

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

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

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

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

“Intellectual Property” means all right, title and interest from time to time in and to:

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

and in each case including any related lease, licences and sub-licences of the same.

“Interest Period” means:

(a) in relation to a Term Loan, each period determined in accordance with Clause 11 (Interest Periods);

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

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

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“Interest Reserve Amount” means, as at any date, the aggregate amount of interest accruing on each Loan during the period of six (6) Months from such date (taking into account the effect of any interest rate hedging under any Hedging Agreement that is in force, provided that evidence of such interest rate hedging and the applicable rate(s) involved have been disclosed to the Facility Agent in writing). For the purposes of such calculation as at any date, it shall be assumed that:

(a) the amount of each Loan shall not be reduced at any time during such period (other than repayment of such Loan in accordance with Clause 6.1 (Repayment of the Loan)); and

(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.

“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) 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 length 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 length of such Interest Period,

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

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

“Legal Opinion” means any legal opinion delivered to the Facility Agent under the Amendment and Restatement Agreement or Clause 27 (Changes to the Obligors).

“Legal Reservations” means:

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

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

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

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

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

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

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

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

“Lender” means:

(a) any Original Lender; and

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

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

“Liabilities” has the meaning given to that term in the Security Trust Agreement.

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

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

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

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

provided that (in each case) if that rate is below zero, LIBOR for such Loan or such Unpaid Sum and such Interest Period will be deemed to be zero.

“Licence and Consultancy Fees” means:

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

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

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“Licence Documents” means:

(a) the consulting service agreement dated 1 December 2014 between the HK Guarantor and the WOFE Guarantor;

(b) the consulting service agreement dated 1 December 2014 between the HK Guarantor and the VIE Entity;

(c) the license agreement dated 5 October 2011 between the Cayman Guarantor and the WOFE Guarantor;

(d) the license agreement dated 5 October 2011 between the Cayman Guarantor and the VIE Entity;

(e) the service agreement dated 1 December 2014 between the VIE Entity and the WOFE Guarantor; and

(f) the combined service agreement dated 1 December 2014 between the WOFE Guarantor and Beijing Changping District Step Ahead Training School ( ); and

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

including (in each case and for the avoidance of doubt) any renewal thereof.

“Limitation Acts” means the Limitation Xxx 0000 and the Foreign Limitation Periods Xxx 0000.

“Lionbridge” means Lionbridge Financing Leasing (China) Co., Ltd.

“Lionbridge Investment” means any of the Existing Lionbridge Investments or any New Lionbridge Investment.

“Listco” means RISE Education Cayman Ltd, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 279511 and registered office at Xxxxxx Corporate Services Limited, P.O. Box 309, Xxxxxx House, South Church Street, Xxxxxx Town, Grand Cayman KY1-1104, Cayman Islands.

“Listco Flotation Date” means the first date on which (i) the Flotation in respect of Listco has occurred and (b) the Flotation Proceeds from issuance of shares by Listco pursuant to such Flotation are received by Listco.

“LMA” means the Loan Market Association.

“Loan” means a Term Loan or an Incremental Facility Loan (and any reference to the Loan under or in respect of a Term Facility shall be a reference to any Term Loan under or in respect of such Term Facility, and any reference to any Loan under or in respect of any Incremental Facility shall be a reference to any Incremental Facility Loan under or in respect of such Incremental Facility).

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“Majority Lenders” means, at any time:

(a) if any Loan is then outstanding, a Lender or Lenders whose participations in the Loan(s) then outstanding aggregate more than 66²/₃% of the aggregate Loans then outstanding;

(b) if no Loan is then outstanding and the Available Facility in respect of any Facility is then greater than zero, a Lender or Lenders the aggregate of whose Available Commitments (in respect of any or all of the Facilities) is more than 66²/₃% of the sum of the Available Facility in respect of each Facility; or

(c) if no Loan is then outstanding and the Available Facility in respect of each Facility is then zero:

(i) if no Loan has been made, a Lender or Lenders the aggregate of whose Available Commitments in respect of any and all of the Facilities (immediately before the time when the Available Facility in respect of each Facility became zero) was more than 66²/₃% of the sum of the Available Facility in respect of each Facility (immediately before the time when the Available Facility in respect of each Facility became zero); or

(ii) if one or more Loan(s) have been made, a Lender or Lenders the aggregate of whose participations in the Loan(s) outstanding (immediately before the time when each Loan ceased to be outstanding) was more than 66²/₃% of the aggregate Loans outstanding (immediately before the time when each Loan ceased to be outstanding).

“Margin” means:

(a) in relation to a Facility A Loan or any Unpaid Sum relating to Facility A, 3.50% per annum, provided that if:

(i) no Event of Default is continuing;

(ii) a period of at least three (3) Months has expired since the Amendment and Restatement Effective Date;

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

(iv) the last day of such Most Recent Relevant Period falls on a date after the Amendment and Restatement Effective Date,

then the Margin for each Facility A Loan will be the percentage per annum set out below in the column opposite that range:

Leverage		Margin (% per annum)
Greater than or equal to 3.75:1			3.50
Less than 3.75:1 but greater than or equal to 3.00:1			3.00
Less than 3.00:1 but greater than or equal to 2.00:1			2.50
Less than 2.00:1			2.00

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provided further that:

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

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

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

(b) in relation to the Facility B Loan or any Unpaid Sum relating to Facility B, 0.60% per annum.

“Material Adverse Effect” means a material adverse effect (after taking into account all resources, insurance, indemnity, and assurance available to the Group and the timing and likelihood of receipt and recovery of the foregoing) on:

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

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

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

“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:

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

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

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

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

“Most Recent Relevant Period” means, at any time, the most recently elapsed Relevant Period (as at such time), in respect of which the consolidated financial statements of the Group for a period ending on the last day of such Relevant Period, and the accompanying Compliance Certificate, have been delivered to the Facility Agent, provided that if such time falls prior to the time when the first set of the consolidated financial statements of the Group and the accompanying Compliance Certificate are delivered to the Facility Agent, (a) the “Most Recent Relevant Period” at such time shall be deemed to be the Relevant Period ending on 31 December 2015, (b) the consolidated financial statements of the Group for such Relevant Period shall be deemed to be the Original Financial Statements of the WOFE Guarantor (but adjusted on a pro forma basis as if each Loan was incurred in full by the WOFE Guarantor as at the commencement of that Relevant Period and remained outstanding throughout such Relevant Period and any obligations of the Borrower in respect of any Loan were obligations of the WOFE Guarantor) and (c) the Group shall be deemed to comprise the WOFE Guarantor, the VIE Entity and their respective Subsidiaries (and any reference in the definition of EBITDA or any related definition to (i) the Borrower shall be deemed to be a reference to the WOFE Guarantor or (ii) the Group shall be deemed to be a reference to the WOFE Guarantor, the VIE Entity and their respective Subsidiaries).

“Nei Bao Xxx Xxx Transaction” means any transaction involving any guarantee and/or security where (a) the provider of such guarantor or security is incorporated or organised in the PRC and (b) any debtor (including any person in respect of whose obligations or liabilities such guarantee or security is provided) or any creditor (including any person for whose benefit such guarantee or security is provided) in such transaction is incorporated or organised outside the PRC.

“Net Proceeds” means the cash proceeds received or recovered by an IPO Entity or any IPO Selling Shareholder in respect of any Flotation (or, in the case of an IPO Selling Shareholder, in respect of any sale of shares or securities in an IPO Entity in connection with any Flotation), after deducting:

(a) fees, costs and expenses incurred by any Group Member with respect to that Flotation to persons who are not Group Members (including bonus payments to management of the Group);

(b) any Tax incurred and required to be paid or reserved for by any Group Member in connection with that Flotation (or by such IPO Selling Shareholder in respect of its sale of shares in such IPO Entity in connection with that Flotation) (as reasonably determined by the relevant Group Member or IPO Selling Shareholder and taking into account any available credit or relief) or the transfer of the proceeds thereof intra-Group for the purpose of making any prepayment of any of the Facilities from such proceeds; and

(c) costs of closure, relocation, reorganisation and restructuring, and costs incurred preparing any asset for such Flotation, (in each case) reasonably incurred by Group Members in connection with such Flotation and payable to a person who is not a Group Member (and certified as such by the Borrower).

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“New Lender” has the meaning given to that term in Clause 25.1 (Assignments and transfers by the Lenders).

“New Lionbridge Investment” means any loan made by an Onshore Group Member in favour of Lionbridge (in the form of entrustment loans and made through one or more Acceptable Banks or otherwise) in any Financial Year commencing after the Amendment and Restatement Effective Date (such Financial Year being “Relevant Financial Year”), provided that:

(a) the aggregate amount of such loan (when aggregated with any and all other New Lionbridge Investment(s) made in such Relevant Financial Year) does not at any time exceed the New Lionbridge Investment Amount as at such time;

(b) after giving effect to the making of such loan, the aggregate Cash and Cash Equivalent Investments held by the Onshore Group Members is not less than 120% of the sum of (i) the amount of the Total Commitments (as at the Amendment and Restatement Effective Date) and (ii) the aggregate of Incremental Facility Commitments of the Lenders (in respect of each Incremental Facility, calculated as at the establishment of such Incremental Facility), or the equivalent thereof in any other currency or currencies;

(c) such loan is made in a Financial Year that falls after the Financial Year in which all of the Lionbridge Investment(s) previously made (excluding any Lionbridge Investment made in such Relevant Financial Year) have been repaid in full; and

(d) the tenor of such loan does not exceed 9 months and is not extended at any time.

“New Lionbridge Investment Amount” means, as at any time:

(a) if the Leverage in respect of the Most Recent Relevant Period as at such time equals or exceeds 2.00 : 1, RMB100,000,000 (or the equivalent thereof in any other currency or currencies); or

(b) if the Leverage in respect of the Most Recent Relevant Period as at such time is less than 2.00 : 1, RMB150,000,000 (or the equivalent thereof in any other currency or currencies),

provided that (in each case) if the Most Recent Relevant Period (as at such time) ends prior to the date on which the consolidated financial statements of the Group (for a period ending on the First Test Date) and the accompanying Compliance Certificate have been delivered to the Facility Agent in accordance with Clauses 21.1 (Financial statements) and 21.2 (Provision and contents of Compliance Certificate), the Leverage in respect of such Most Recent Relevant Period shall be deemed to be in excess of 2.00: 1.

“New Shareholder Injections” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Non-Consenting Lender” has the meaning given to that term in Clause 37.6 (Replacement of Lender).

“Notifiable Debt Purchase Transaction” has the meaning given to that term in paragraph (b) of Clause 26.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates).

“Obligor” means the Borrower or a Guarantor.

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“Obligors’ Agent” means the Borrower, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.4 (Obligors’ Agent).

“Offshore Group” means the Offshore Group Members.

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

“Offshore Mandatory Prepayment Account” means an interest-bearing account:

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

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

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

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

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

“Onshore Distributions” means (without duplication):

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

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

“Onshore Group” means the Onshore Group Members.

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

“Onshore Guarantors” means the WOFE Guarantor and the VIE Entity (each an “Onshore Guarantor”).

“Original Financial Statements” means:

(a) the unaudited unconsolidated financial statements of the Borrower for the Financial Year ended 31 December 2016;

(b) the audited combined consolidated financial statements of the WOFE Guarantor for the Financial Year ended 31 December 2016;

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

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“Original Jurisdiction” means:

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

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

(c) in relation to each of the WOFE Guarantor and the VIE Entity, the PRC;

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

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

“Original Agreement” this Agreement prior to the amendment and restatement thereof pursuant to the Amendment and Restatement Agreement.

“Original Loan” means the loan made under the Original Agreement prior to the Amendment and Restatement Effective Date (being the Initial Facility Loan (as defined in the Original Agreement)).

“Original Utilisation Date” means the date on which the Original Loan was made under the Original Agreement prior to the Amendment and Restatement Effective Date, being 12 September 2016.

“Ownership Percentage” means, at any time, (a) in relation to any Group Member (that is not the Borrower or a VIE Group Member), the aggregate direct and indirect equity interest (expressed as a percentage) of the Borrower in such Group Member, (b) in relation to a VIE Group Member, the VIE Economic Interest Percentage (multiplied, in the case of a VIE Group Member that is not the VIE Entity, by the aggregate direct and indirect equity interest (expressed as a percentage) of the VIE Entity in such VIE Group Member) or (c) in relation to the Borrower, 100%.

“Parent” means RISE Education Cayman III Ltd (formerly known as Xxxx Capital Rise Education III Cayman Limited), an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 279811 and registered office at Xxxxxx Corporate Services Limited, P.O. Box 309, Xxxxxx House, South Church Street, Xxxxxx Town, Grand Cayman KY1-1104, Cayman Islands.

“Parent Loan” means any loan made by the Parent to the Borrower and outstanding from the Borrower to the Parent from time to time, provided that such loan is subordinated to the Secured Obligations pursuant to the Security Trust Agreement.

“Participant” means any person to whom a Lender has assigned, transferred or disposed of all or any of its obligations, economic interest or other interest under any of the Finance Documents by way of Participation.

“Participation” means, in relation to a person, a transaction where such person:

(a) enters into any sub-participation in respect of;

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

- 32 -

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

any Commitment in respect of any Facility (or any commitment represented thereby) or any amount outstanding under any Finance Document.

“Participation Agreement” means each agreement or letter between a Lender and a Participant under which the Lender has assigned, transferred or disposed of all or any of its obligations, economic interest or other interest under any of the Finance Documents, directly or indirectly, whether by Participation or in any other way but excluding any assignment, transfer or novation of any of a Lender’s Commitment in respect of any Facility and/or rights and/or obligations under any Finance Document in accordance with Clause 25 (Changes to the Lenders).

“Party” means a party to this Agreement.

“PBOC” means the central bank of the People’s Republic of China ( ) (including its successors).

“Perfection Requirements” means the making of the appropriate registrations, filings, notifications and/or other perfection actions and steps required to be made or taken in any jurisdiction pursuant to applicable law in order to perfect the Transaction Security Documents and/or the Security created thereunder.

“Permitted Acquisition” means:

(a) any investment constituted by any Lionbridge Investments;

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

(c) the making or purchase of any Cash Equivalent Investments;

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

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

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

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

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

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

(iii) (in the case of (2) above) such acquisition is made by a Group Member that is set up (pursuant to paragraph (d)) specifically for the purpose of such acquisition and does not have any assets (other than such interest in the Future Acquisition Target to be acquired) (a “Future Acquisition SPV”) provided that the acquisition by Xxxx Capital Rise Education (HK) Limited of the business or undertaking of The Edge Learning Centres Limited (as disclosed to the Mandated Lead Arranger prior to the Amendment and Restatement Date) shall not be subject to the requirements of this paragraph (e)(iii);

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

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

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

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

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

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

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

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

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

(h) an acquisition by the WOFE Guarantor of Equity Interests in the VIE Entity pursuant to the terms of the VIE Contracts; and/or

(i) an acquisition with the prior consent of the Majority Lenders.

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal:

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

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

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

(d) of cash not otherwise prohibited under the Finance Documents;

(e) of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

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

(g) that is made with the prior consent of the Majority Lenders;

(h) of Equity Interests in the VIE Entity to the WOFE Guarantor pursuant to the terms of the VIE Contracts;

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

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

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

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

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

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

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

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

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

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

but notwithstanding any of the foregoing, none of the assets that is subject to any such sale, lease, licence, transfer or other disposal (except any sale, lease, licence, transfer or other disposal made pursuant to paragraph (i)) shall include any of the following (or any right, title or interest to or in any of the following):

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

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

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

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“Permitted Distribution” means the making of a Distribution:

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

(b) by the Borrower to the Parent in cash, provided that such Distribution is made (i) out of the proceeds of the Facility A Loan or (ii) after the Listco Flotation Date, out of the proceeds of the Facility B Loan, in each case in accordance with Clause 3.1 (Purpose);

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

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

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

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

Leverage		Percentage of Consolidated After- Tax Net Income to be applied in voluntary prepayment
Equal to or less than 2.0:1			0	%
Greater than 2.0:1 but equal to or less than 3.0:1			25	%
Greater than 3.0:1			50	%

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(g) constituted by the payment in cash by any Group Member (or a Holding Company of a Group Member) to the Sponsor of a management fee per annum plus any Indirect Tax thereon (if applicable) plus reasonable expenses incurred by the Sponsor in connection with the Group (collectively “Management Fees”) not exceeding US$1,000,000 (or its equivalent) in aggregate in any Financial Year, provided that (i) prior to the Listco Flotation Date, such accrued but unpaid Management Fees and Management Fees which would be payable in respect of any Financial Year after the Listco Flotation Date may be paid in a single advance payment not exceeding US$5,000,000 (or its equivalent) in aggregate in accordance with the existing service agreement signed between the Group and the Sponsor (the “Advance Management Fees”), (ii) if the Listco Flotation Date does not occur within 12 Months after payment of any Advance Management Fees, such Advance Management Fees shall be refunded to the Borrower (net of any Management Fees which had accrued in the period since payment of such Advance Management Fees) and (iii) if payment of any Advance Management Fees has been made, no further Management Fee shall be paid (except if the Listco Flotation Date does not occur and the refund pursuant to (ii) has been made); and/or

(h) with the prior written consent of the Majority Lenders.

“Permitted Financial Indebtedness” means:

(a) any Financial Indebtedness arising under any Finance Document, a Parent Loan or constituting New Shareholder Injections, in each case, subject to the terms of this Agreement and the Security Trust Agreement;

(b) any Financial Indebtedness:

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

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

(iii) constituted by any Permitted Hedging Transaction;

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

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

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

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

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

“Permitted Guarantee” means:

(a) any guarantee arising under any of the Finance Documents;

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

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

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

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

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

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

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

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

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

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

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

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

(i) is granted prior to the date of that Permitted Acquisition;

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

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

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

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

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

provided that (in each case) none of the guarantees or indemnities given by any Group Member and falling within any of paragraphs (a) to (p) above comprises or includes any guarantee or indemnity given by any Group Member (that is not a Future Target Group Member) in respect of any Future Target Group Member or any obligations or liabilities of any Future Target Group Member.

“Permitted Hedging Transaction” means any Treasury Transaction:

(a) contemplated by the Hedging Principles;

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

(c) approved by the Majority Lenders.

“Permitted Loan” means:

(a) any loan constituted by any Lionbridge Investments;

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

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

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

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(e) any Parent Loan;

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

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

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

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

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

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

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

(ii) if the Group Cash Creditor is not a VIE Group Member, the Group Cash Debtor is not a VIE Group Member;

(iii) the Ownership Percentage in respect of the Group Cash Debtor is not less than the Ownership Percentage in respect of the Group Cash Creditor; and

(iv) if the Group Cash Creditor is an Onshore Group Member, the Group Cash Debtor is an Onshore Group Member; and/or

(l) any loan which is approved by the Majority Lenders.

“Permitted Security” means:

(a) any Transaction Security;

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

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

(i) such arrangement does not permit credit balances or rights of:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

provided that (in each case under paragraphs (b) to (l)) none of such Security or Quasi-Security subsists over or in respect of any of the following assets (or any right, title or interest to or in any of the following): (A) any Equity Interest in any Transaction Obligor or Group Member (other than any Future Target Group Member), (B) any Intellectual Property, (C) any account that is subject to or expressed to be subject to any Transaction Security (other than any netting or set-off arrangement falling within paragraph (c), which arrangement is waived by the applicable account bank to the fullest extent permitted by law in the case of any Offshore Mandatory Prepayment Account, any Proceeds Account, the Distribution Account or the DSRA), or (D) any right to receive any Onshore Distributions or any Licence and Consulting Fees or any right or claim under, or the proceeds of any right or claim under, any VIE Contract.

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“Permitted Share Issue” means an issue of:

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

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

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

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

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

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

(iv) the Ownership Percentage of the Investee is not less than the Ownership Percentage of the Investor;

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

(e) shares or securities pursuant to a Qualifying Flotation the proceeds of which are applied in accordance with paragraph (b)(ii) of Clause 8.1 (Exit and Flotation); and

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

“Permitted Transaction” means:

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

(b) any VIE Nominee Transfer;

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

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

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

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

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

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

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

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

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

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

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

“Permitted Transferee” means, in relation to a Transfer, any bank, financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in syndicated loans but excluding any such entity which is, to the knowledge of the Existing Lender or Lender making such Transfer, a Conflicted Lender or a Distressed Investor.

“PRC” means the People’s Republic of China (which, for the purposes of this Agreement, does not include Hong Kong, the Special Administrative Region of Macau or Taiwan).

“PRC Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Beijing.

“Proceeds Account” means an interest-bearing account:

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

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

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

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

“Qualifying Flotation” has the meaning given to that term in Clause 8.1 (Exit and Flotation).

“Quarter Date” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Quasi-Security” has the meaning given to that term in Clause 23.11 (Negative pledge).

“Quotation Day” means:

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

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

“Real Property” means:

(a) any freehold, leasehold or immovable property; and

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

“Recapitalisation” means any return of capital, repayment of capital contribution or other redemption, repurchase, retirement or reduction of Equity Interests of any Onshore Group Member.

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

“Reference Bank Rate” means, in relation to any Loan or any Unpaid Sum and any Interest Period relating thereto, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by each of the Reference Banks, as the rate at which such Reference Bank could borrow funds in the London interbank market, in the currency of such Loan or such Unpaid Sum and for such Interest Period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in such currency and for such Interest Period.

“Reference Banks” means the principal London offices of HSBC Bank plc, Standard Chartered Bank and JPMorgan Chase Bank, N.A. or such other banks as may be appointed by the Facility Agent in consultation with the Borrower.

“Refinancing” has the meaning given to it in paragraph (a) of Clause 3.1 (Purpose).

“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.

“Related Persons” means:

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

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

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

provided that “Related Persons” shall not include Group Members.

“Relevant Guarantors” means the Guarantors and the Onshore Guarantors (each a “Relevant Guarantor”).

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

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“Relevant Interbank Market” means the London interbank market.

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

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

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

(c) any jurisdiction where it conducts its business.

“Relevant Period” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Repayment Date” means:

(a) (in respect of Facility A) each of the dates falling 12, 24, 36, 48 and 60 Months after the Amendment and Restatement Effective Date;

(b) (in respect of Facility B) the Termination Date (in respect of Facility B); or

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

“Repayment Instalment” means:

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

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

“Repeating Representations” means each of the representations set out in Clause 20.2 (Status) to Clause 20.7 (Governing law and enforcement), Clause 20.10 (No default), paragraph (a) of Clause 20.11 (No misleading information) (with respect to any information provided since the last time such representation or warranty was made), paragraph (c) of Clause 20.12 (Original Financial Statements), paragraph (c) of Clause 20.18 (Security, Financial Indebtedness and guarantees), Clause 20.19 (Good title to assets), Clause 20.21 (Shares) and paragraph (a) of Clause 20.24 (VIE Contracts).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“SAFE” means the State Administration of Foreign Exchange of the PRC ( ) (including its successors), or its local branch.

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“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
( ) (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.

“SAFE Rules” means:

(a) the Circular on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment ( ) (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
( ) (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.

“SAIC” means the State Administration of Industry and Commerce of the PRC ( ) (including its successors), or its local counterpart.

“Screen Rate” means, in relation to LIBOR for any Loan and any Unpaid Sum and any Interest 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 such Unpaid Sum and such Interest Period displayed on page LIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters, 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” has the meaning given to it in the Security Trust Agreement.

“Secured Parties” has the meaning given to it in the Security Trust Agreement.

“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 Confirmation Documents” has the meaning given that term in the Amendment and Restatement Agreement.

“Security Trust Agreement” means the security trust agreement dated 14 July 2016 and made between, among others, the Parent, the Borrower, the HK Guarantor, the Cayman Guarantor, the Security Agent, the Facility Agent and the Mandated Lead Arranger.

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Request and Notices).

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“Semi-Annual Financial Statements” has the meaning given to that term in Clause 21 (Information undertakings).

“Senior Facility B Discharge Date” has the meaning given to it in the Security Trust Agreement.

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

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

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

“Signing Date” means the date of this Agreement.

“Specified Time” means a time determined in accordance with Schedule 10 (Timetables).

“Sponsor” means Xxxx Capital Private Equity, LP, any funds, co-investment vehicles, limited partnerships or other similar vehicles managed or advised by Xxxx Capital Private Equity, LP, or by any of their Affiliates (but excluding, in each case, any portfolio companies or portfolio entities of any of the foregoing and any Subsidiary of any such portfolio company or portfolio entity).

“Sponsor Affiliate” means the Sponsor, any Affiliate of the Sponsor, any trust of which the Sponsor or any of its Affiliates is a trustee, any partnership of which the Sponsor or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, the Sponsor or any of its Affiliates, provided that:

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

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

shall not constitute a Sponsor Affiliate.

“Sponsor Change of Control Release Condition” has the meaning given to that term in Clause 1.8 (Change of Control Disapplication).

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“Subsequent VIE Nominee Transfer” means the transfer (other than the Initial VIE Nominee Transfer) of all the equity interest in the VIE Entity held by an existing VIE Nominee to such person appointed as a new VIE Nominee by the Sponsor (or, after the Sponsor Change of Control Release Condition is satisfied, the Borrower) after the date of this Agreement, provided that the VIE Nominee Transfer Conditions are satisfied with respect to such transfer and such new VIE Nominee complies with the “know your customer” and similar requirements of the Finance Parties.

“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 direct its affairs and/or to control the majority of the composition of its board of directors or equivalent body, provided that (without prejudice to the foregoing) each VIE Group Member shall be deemed to be a “Subsidiary” of the Borrower for the purposes of the Finance Documents.

“Syndication Date” has the meaning given to that term in the Syndication Letter.

“Syndication Letter” means the syndication letter dated on or about the Amendment and Restatement Date from the Mandated Lead Arranger to the Borrower.

“Target EBITDA” has the meaning given to that term in paragraph (e) of the definition of “Permitted Acquisition”.

“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).

“Term Facilities” means Facility A and Facility B and “Term Facility” means any one of them.

“Term Loan” means a Facility A Loan or the Facility B Loan.

“Termination Date” means:

(a) (in relation to Facility A) the date which is 60 Months after the Amendment and Restatement Effective Date; and

(b) (in relation to Facility B) the date which is the earlier of:

(i) the date falling 6 Months after the Amendment and Restatement Effective Date; and

(ii) the date falling ten (10) Business Days after the Listco Flotation Date.

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“Test Date” has the meaning given to it in Clause 22.2 (Financial condition).

“Total Commitments” means the aggregate of the Total Facility A Commitments, the Total Facility B Commitments and the Incremental Facility Commitments in respect of each Incremental Facility, being U.S.$140,000,000 at the Amendment and Restatement Effective Date.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being U.S.$110,000,000 at the Amendment and Restatement Effective Date.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being U.S.$30,000,000 at the Amendment and Restatement Effective Date.

“Total Purchase Price” means, in respect of any acquisition of any interest in any Future Acquisition Target, the consideration (including associated costs and expenses) for that acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case, remaining in such Future Acquisition Target and/or its Subsidiaries at the time of such acquisition.

“Total Transaction Obligors” means:

(a) the Transaction Obligors; and

(b) each party to the Distribution Account Charge (other than any Secured Party).

“Trade Instruments” means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any Group Member (which obligations do not constitute Financial Indebtedness) arising in the ordinary course of trading of that Group Member.

“Transaction Costs” means costs, fees, commissions and expenses payable by any Group Member (to a person that is not a Group Member) in connection with any Permitted Acquisition, Permitted Disposal, Permitted Share Issue or Permitted Transaction (other than, in each case, in the ordinary course of trading).

“Transaction Documents” means the Finance Documents and the VIE Contracts.

“Transaction Obligors” means:

(a) each Relevant Obligor;

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

(c) each person (that is not a Secured Party) that grants or purports to grant any Security pursuant to a Transaction Security Document (other than the Distribution Account Charge),

(each, a “Transaction Obligor”).

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.

“Transaction Security Documents” means:

(a) the Share Charge (Borrower);

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(b) the Share Charge (Cayman Guarantor);

(c) the Share Charge (HK Guarantor);

(d) the Debenture (Borrower);

(e) the Debenture (HK Guarantor);

(f) the Debenture (Cayman Guarantor);

(g) the Distribution Account Charge;

(h) each Account Pledge Agreement;

(i) the Equity Pledge (WOFE Guarantor);

(j) the Security Confirmation Documents; and

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

“Transfer” means a Debt Purchase Transaction entered into by a Lender as assignor or transferor or by way of Voting Participation.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.

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

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

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

“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“Unpaid Sum” means any sum due and payable but unpaid by a Total Transaction Obligor under the Finance Documents.

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

“Utilisation” means any utilisation of any 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, provided that any reference to “Utilisation Date” in respect of (a) any Facility shall be a reference to the date on which the Loan under such Facility is made or to be made or (b) any Loan shall be a reference to the date on which such Loan is made or to be made.

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“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 3 (Request and Notices).

“VIE Contracts” means the VIE Structure Documents and the Licence Documents.

“VIE Economic Interest Percentage” means the aggregate of the direct or indirect economic interest (expressed as a percentage) in the VIE Entity the benefit of which belongs to, is given or transferred to, a Group Member (that is not a VIE Group Member) pursuant to the VIE Contracts, multiplied by the Ownership Percentage in relation to such Group Member.

“VIE Entity” means Beijing Step Ahead Education Technology Development Co., Ltd. ( ), a company incorporated under the laws of the PRC with registered number 91110105670561149N.

“VIE Entity Equity Pledge” means (a) the pledge of equity interests in the VIE Entity granted by Wang Hong Zi ( ) and Zhang Xxxx Xx ( ) in favour of the WOFE Guarantor pursuant to the equity pledge agreement dated 11 October 2013 between the WOFE Guarantor as pledgee, the VIE Nominees as pledgors and the VIE Entity or (b) (upon any VIE Nominee Transfer) any pledge of equity interests in the VIE Entity granted by each of the VIE Nominees (including the VIE Nominee to which such VIE Nominee Transfer is made) in favour of the WOFE Guarantor as contemplated by the VIE Nominee Transfer Conditions.

“VIE Group Members” means the VIE Entity and its Subsidiaries from time to time (each a “VIE Group Member”).

“VIE Nominees” means:

(a) Wang Hong Zi ( );

(b) (prior to the occurrence of the Initial VIE Nominee Transfer) Zhang Xxxx Xx ( );

(c) (following the occurrence of the Initial VIE Nominee Transfer) Xxxxx Xxxx ( ); and

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

which in each case has not ceased to be the registered holder of equity interests in the VIE Entity as the result of a VIE Nominee Transfer.

“VIE Nominee (ZP) Loan” means the loan to be granted by the WOFE Guarantor to Xxxxx Xxxx ( ) following the occurrence of the Initial VIE Nominee Transfer, pursuant to a loan agreement to be entered into between the WOFE Guarantor as lender and Xxxxx Xxxx ( ) as borrower, provided that such loan is made in compliance with the VIE Nominee Transfer Conditions.

“VIE Nominees Loans” means:

(a) the RMB1,600,000 loan granted by the WOFE Guarantor to Zhang Xxxx Xx ( ) pursuant to a loan agreement dated 26 August 2013 between the WOFE Guarantor as lender and Zhang Xxxx Xx ( ) as borrower;

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(b) the RMB400,000 loan granted by the WOFE Guarantor to Wang Hong Zi ( ) pursuant to an amended and restated loan agreement dated 11 October 2013 between the WOFE Guarantor as lender and Wang Hong Zi ( ) as borrower;

(c) (following the occurrence of the Initial VIE Nominee Transfer) the VIE Nominee (ZP) Loan; and

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

(which in each case has not been discharged, terminated or ceased to be in effect as the result of a VIE Nominee Transfer), provided that (in each case) (i) the aggregate amount of any and all such loan(s) is not increased at any time after the date of this Agreement except for a VIE Nominee Transfer Loan Increase and (ii) no Group Member makes or is liable to make any payment in respect of any such loan on or after the date of this Agreement (except for (A) a VIE Nominee Transfer Loan Increase and (B) (in the case of a VIE Nominee Transfer from an existing VIE Nominee to a new VIE Nominee) any such payment in respect of the making of a VIE Nominee Loan to such new VIE Nominee upon such VIE Nominee Transfer, to the extent that such payment is funded from the repayment of the VIE Nominee Loan made to such existing VIE Nominee.

“VIE Nominee Transfer” means the Initial VIE Nominee Transfer or any Subsequent VIE Nominee Transfer.

“VIE Nominee Transfer Conditions” means, in connection with any transfer by a VIE Nominee (“VIE Nominee Transferor”) of any equity interest in the VIE Entity to any person (“VIE Nominee Transferee”):

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

(b) together with such transfer:

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

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

- 57 -

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

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

“VIE Structure Documents” means:

(a) the business co-operation agreement dated 30 September 2013 between, among others, the WOFE Guarantor, the VIE Entity and the VIE Nominees;

(b) (prior to the occurrence of the Initial VIE Nominee Transfer) the loan agreement dated 26 August 2013 between the WOFE Guarantor as lender and Zhang Xxxx Xx ( ) as borrower;

(c) (following the occurrence of the Initial VIE Nominee Transfer) the loan agreement to be entered into between the WOFE Guarantor as lender and Xxxxx Xxxx ( ) as borrower in relation to the VIE Nominee (ZP) Loan;

(d) the amended and restated loan agreement dated 11 October 2013 between the WOFE Guarantor as lender and Wang Hong Zi ( ) as borrower;

(e) the equity pledge agreement dated 11 October 2013 between the VIE Nominees as pledgors, the WOFE Guarantor as pledgee and the VIE Entity;

(f) the proxy agreement dated 11 October 2013 between the WOFE Guarantor, the VIE Nominees and the VIE Entity;

(g) the call-option agreement dated 11 October 2013 between the WOFE Guarantor, the VIE Nominees and the VIE Entity in respect of equity interests in the VIE Entity; and

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

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including (in each case and for the avoidance of doubt) any renewal or replacement thereof, which in each case has not been discharged, terminated or ceased to be in effect as the result of a VIE Nominee Transfer.

“VIE Termination Event” means each of the following events or circumstances:

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

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

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

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

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

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

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

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

“Voting Participation” means a Debt Purchase Transaction under paragraph (b) or (c) of the definition of “Debt Purchase Transaction” which involves a transfer of any voting rights, directly or indirectly, under, or in relation to, the Finance Documents (including arising as a result of being able to direct the way that another person exercises its voting rights).

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“Weighted Average Life to Maturity” means, in respect of any Financial Indebtedness, at any date of determination, the quotient obtained by dividing:

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

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

“WOFE Guarantor” means Rise (Tianjin) Education Information Consulting Co., Ltd. ( ), a company incorporated under the laws of the PRC with registered number 120116400010602.

1.2 Construction

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(h) Any reference to the date of this Agreement shall be a reference to 14 July 2016 notwithstanding any subsequent amendment and/or restatement of this Agreement (including pursuant to the Amendment and Restatement Agreement).

1.3 Currency symbols and definitions

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

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

1.4 Currency fluctuations

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

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

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

1.5 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Xxx 0000 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement.

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

1.6 Security Trust Agreement

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

1.7 Qualifying Listing Trigger

(a) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, at all times after the Listing Release Condition (as defined in paragraph (c) below) has been satisfied, the financial covenants in paragraph (b) and (c) of Clause 22.2 (Financial condition) shall, for so long as no Change of Control has occurred, be suspended and shall not apply (such suspension being “Financial Covenant Suspension”).

(b) If, at any time after the Listing Release Condition has been satisfied, a Change of Control occurs:

(i) the financial covenants in paragraph (b) and (c) of Clause 22.2 (Financial condition) shall apply (and any Financial Covenant Suspension shall terminate); and

(ii) (for the avoidance of doubt) any breach of this Agreement or any other Finance Document that would otherwise have arisen as a result of any of such financial covenants referred to in paragraph (a) above not being satisfied in respect of any Relevant Period ending during the period of such Financial Covenant Suspension shall not constitute (or result in) a breach of any term of this Agreement or any other Finance Document, a Default or an Event of Default.

(c) For the purposes of this Clause 1.7, the “Listing Release Condition” means satisfaction of each of the following conditions: (i) the Listco Flotation (which does not constitute a Change of Control) has occurred and (ii) the Leverage for the Relevant Period ending on the most recent Quarter Date for which a Compliance Certificate has been or is required to be delivered to the Facility Agent (but calculated as if the amount of Flotation Proceeds in respect of the Listco Flotation that is required to be applied towards prepayment of the Facility B Loan pursuant to paragraph (b) of Clause 8.1 (Exit and Flotation) had been so applied towards prepayment of the Facility B Loan as at the last day of such Relevant Period but otherwise without taking into account any increase in any Cash or Cash Equivalent Investments resulting from the Listco Flotation or any Flotation Proceeds in respect of the Listco Flotation) is less than 2.00:1.

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(d) For the avoidance of doubt, irrespective of whether the Sponsor Change of Control Release Condition has been satisfied, the definition of “Change of Control” shall include paragraph (b) of such definition for the purposes of this Clause 1.7.

1.8 Change of Control Disapplication

(a) Notwithstanding anything to the contrary in this Agreement or in any other Finance Document, if the Sponsor Change of Control Release Condition (as defined in paragraph (b) below) is satisfied, the occurrence of any Change of Control falling within paragraph (b) of the definition of “Change of Control” shall cease to give rise to any requirement for prepayment pursuant to paragraph (c) of Clause 8.1 (Exit and Flotation).

(b) For the purposes of this Clause 1.8, the “Sponsor Change of Control Release Condition” means satisfaction of the following conditions:

(i) the Listco Flotation (that does not constitute a Change of Control) has occurred;

(ii) a period of at least 24 Months have expired since the completion of the Listco Flotation;

(iii) the Sponsor beneficially owns and controls, directly or indirectly, at least 25 per cent. of the issued voting share capital in the Borrower;

(iv) no person or persons acting in concert beneficially own(s) or has or have acquired, directly or indirectly, (A) an aggregate percentage of issued shares (of any class) in the Borrower that is equal to or greater than the aggregate percentage of issued shares (of such class) in the Borrower beneficially owned, directly or indirectly, by the Sponsor or (B) an aggregate percentage of voting interests in the Borrower that is equal to or greater than the aggregate percentage of voting interests in the Borrower beneficially owned, directly or indirectly, by the Sponsor; and

(v) Leverage for the Relevant Period ending on the most recent Quarter Date for which a Compliance Certificate has been or is required to be delivered is less than 2.00:1.

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SECTION 2

THE FACILITIES

2. THE FACILITIES

2.1 The Facilities

(a) Subject to the terms of this Agreement, the Lenders make available to the Borrower:

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

(ii) a USD term loan facility in an aggregate amount equal to the Total Facility B Commitments.

(b) As at the Amendment and Restatement Effective Date:

(i) the Original Loan shall be deemed to constitute a Facility A Loan (made on the Original Utilisation Date) (the “Continued Facility A Loan”);

(ii) each Lender’s participation in such Continued Facility A Loan shall be equal to such Lender’s participation in the Original Loan (immediately prior to the effectiveness of the amendment and restatement of the Original Agreement pursuant to the Amendment and Restatement Agreement on the Amendment and Restatement Effective Date);

(iii) the then current Interest Period in respect of such Continued Facility A Loan (the “Initial Interest Period”) shall be deemed to be the period from and including the first day of the then current Interest Period (as defined in and determined in accordance with the Original Agreement) for the Original Loan (immediately prior to the effectiveness of the amendment and restatement of the Original Agreement pursuant to the Amendment and Restatement Agreement on the Amendment and Restatement Effective Date) (the “Original Interest Period”) to and including the last day of such Original Interest Period;

(iv) the accrued interest on the Original Loan (immediately prior to the effectiveness of the amendment and restatement of the Original Agreement pursuant to the Amendment and Restatement Agreement on the Amendment and Restatement Effective Date) shall constitute accrued interest on such Continued Facility A Loan and shall be paid on the last day of the Initial Interest Period; and

(v) for the portion of the Initial Interest Period that falls on or after the Amendment and Restatement Effective Date, (A) LIBOR for the Continued Facility A Loan and for the Initial Interest Period shall be equal to LIBOR for the Original Loan and the Original Interest Period and (B) Margin in respect of the Continued Facility A Loan shall be equal to 3.50% per annum (subject to the definition of “Margin”).

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2.2 Increase

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

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

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

(A) Clause 7.1 (Illegality); or

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

(such Available Commitment or Commitment so cancelled being the “Cancelled Commitment”) request that the aggregate Commitments under such Facility be increased (and the aggregate Commitments under such Facility shall be so increased) in an aggregate amount in USD of up to the amount of such Cancelled Commitment as follows (provided that the Availability Period shall not have expired by the time when such increase is to take effect):

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

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

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

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

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

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In the case of cancellation of the Available Commitment (in respect of any Facility) of a Defaulting Lender referred to in paragraph (i), the Commitment of such Defaulting Lender under such Facility shall be permanently cancelled and reduced by the aggregate Assumed Commitment (in respect of such Facility) of each such Increase Lender upon the effectiveness of such increase in the Commitments under such Facility. For the avoidance of doubt, no Lender has any obligation to agree to be an Increase Lender.

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

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

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

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

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

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

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

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

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

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

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

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

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

2.3 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 the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

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

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

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

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

(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 that Obligor shall be bound as though that Obligor itself had supplied such information, given such notices, consents and instructions (including, without limitation, any Utilisation Request and any Selection Notice) or agreed, accepted and executed such Accession Deed or such other Finance Document, made such agreements or effected such amendments, supplements and variations, given such confirmations and received such 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.

2.5 Incremental Facilities

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

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

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

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

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

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

(A) the aggregate Incremental Facility Commitments in respect of such Incremental Facility;

(B) the Availability Period with respect to such Incremental Facility;

(C) the pricing terms with respect to such Incremental Facility;

(D) the repayment terms with respect to such Incremental Facility; and

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

(v) no Incremental Facility Notice may be delivered and no Incremental Facility may be established at any time prior to the later of (A) the time when the Utilisation Date in respect of each Term Facility has occurred after the Amendment and Restatement Effective Date and (B) the time when all of the requirements under Clause 22.2 (Financial condition) have been tested at least once after the Amendment and Restatement Effective Date; and

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

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

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

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

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

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

(ii) such Incremental Facility:

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

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

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

(D) is denominated in US dollars;

(E) is incurred by the Borrower only; and

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

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

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

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

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

(vii) the Borrower may not deliver an Incremental Facility Notice in respect of any Incremental Facility, if as a result of the proposed establishment of such Incremental Facility, more than two (2) Incremental Facilities would have been established since the Amendment and Restatement Effective Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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3. PURPOSE

3.1 Purpose

(a) The Borrower shall apply all amounts borrowed by it under Facility A towards:

(i) the making of a loan or a dividend in cash by the Borrower to the Parent or the repayment in cash by the Borrower of any existing loan owing by the Borrower to the Parent;

(ii) refinancing Borrowings under this Agreement that were subsisting immediately prior to the Effective Time (as defined in the Amendment and Restatement Agreement) on Amendment and Restatement Effective Date (the “Refinancing”);

(iii) payment of all fees, costs, expenses and registration taxes in relation to the Facilities (including the Amendment and Restatement Agreement); and

(iv) funding the DSRA with the required DSRA Minimum Balance,

provided that the Refinancing shall be deemed to occur at the Effective Time (as defined in the Amendment and Restatement Agreement) on the Amendment and Restatement Effective Date and for the avoidance of doubt, no amounts borrowed under Facility A thereafter shall be applied towards the Refinancing.

(b) The Borrower shall (i) apply all amounts borrowed by it under Facility B towards the making of a dividend payment or capital reduction by the Borrower to the Parent in cash, (ii) ensure that the Parent shall apply the proceeds of such dividend payment or capital reduction by the Borrower towards the making of a dividend payment or capital reduction in favour of Listco, and (iii) ensure that the Listco shall apply the proceeds of such dividend payment or capital reduction by the Parent towards the making of a dividend payment or capital reduction in favour of the Distribution Account Holder; provided that, all amounts borrowed under Facility B shall be directly deposited into the DSRA and then promptly transferred from the DSRA to the Distribution Account and shall not be released from the Distribution Account until the Listco IPO has occurred and the Facility B Loan is repaid in full (out of Flotation Proceeds) together with accrued interest and Break Costs (if any), whereupon all amounts so deposited into the Distribution Account shall be unconditionally and irrevocably released to the Distribution Account Holder, and the Borrower shall ensure that all of such amounts so released to the Distribution Account Holder shall be promptly paid by the Distribution Account Holder to Xxxx Capital Asia Integral Investors, L.P.

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

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

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

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

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

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 Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Loan if on or before the date on which the Utilisation Request for that Loan is delivered, the Facility Agent has confirmed that the Amendment and Restatement Effective Date has occurred in accordance with the Amendment and Restatement Agreement.

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

4.2 Further conditions precedent

Subject to Clause 4.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Loan if:

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

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

(ii) all the representations and warranties to be repeated by any or all of the Total Transaction 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) on or prior to the date occurring one Business Day prior to on the proposed Utilisation Date, the Facility Agent has received evidence satisfactory to it that the aggregate amount standing to the credit of the DSRA is not less than the DSRA Minimum Balance (calculated as if such Loan in the amount set out in the Utilisation Request in respect of such Loan had been made and were outstanding as at such date, and as if the rate of interest applicable to such Loan as at such date were equal to the rate of interest that would apply to such Loan for the first Interest Period for such Loan as set out in such Utilisation Request).

4.3 Maximum number of Utilisations

(a) Only one Facility A Loan (excluding the Continued Facility A Loan) may be made at any time on or after the Amendment and Restatement Effective Date. Only one Facility B Loan may be made.

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

(c) The Borrower may not request that a Loan be divided.

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SECTION 3

UTILISATION

5. UTILISATION

5.1 Delivery of the 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 (or such later time as all of the Lenders may agree).

5.2 Completion of the Utilisation Request

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

(i) it identifies such Facility under which such Loan is to be made;

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

(iii) the currency and amount of such Loan comply with Clause 5.3 (Currency and amount); and

(iv) the proposed Interest Period complies with Clause 11 (Interest Periods).

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

5.3 Currency and amount

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

(b) The amount of any proposed Loan under any Facility must be an amount that does not exceed the Available Facility for that Facility.

5.4 Lenders’ participation

(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date (for such Loan) through its Facility Office.

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

5.5 Cancellation of Commitment

In respect of each Facility, upon the expiry of the Availability Period in relation to such Facility, the Commitment of each Lender under such Facility which, at that time, is unutilised (that is, in an amount equal to that Lender’s Available Commitment under such Facility at that time) shall be immediately cancelled, and then that Lender’s Available Commitment under such Facility shall be immediately reduced to zero.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6. REPAYMENT

6.1 Repayment of the Loan

(a) The Borrower shall repay each Facility A Loan in instalments by repaying on each Repayment Date in respect of Facility A an amount which reduces the aggregate outstanding Facility A Loan(s) by an amount equal to a percentage of the aggregate outstanding Facility A Loan(s) (as at the close of business in New York City) on the earlier of (i) the first Utilisation Date in respect of any Facility A Loan falling after the Amendment and Restatement Effective Date and (ii) the last day of the Availability Period for Facility A, which percentage is set out opposite that Repayment Date below:

Number of Months from the Amendment and Restatement Effective Date				Percentage
12					7.5	%
24					12.5	%
36					17.5	%
48					22.5	%
60					40	%

(b) On the Termination Date in respect of Facility A, the Borrower shall repay any and all outstanding amounts under each Facility A Loan in full.

(c) The Borrower shall repay the Facility B Loan in full on the Termination Date in respect of Facility B.

(d) Each Incremental Facility Loan in respect of any Incremental Facility shall be repaid in accordance with the scheduled repayments terms set out in the Incremental Facility Notice (relating to such Incremental Facility) in accordance with Clause 2.5 (Incremental Facilities).

(e) The Borrower may not reborrow any part of any Facility which is repaid.

6.2 Effect of cancellation and prepayment on scheduled repayments and reductions

(a) If any Loan under a Facility (other than Facility B) is repaid or prepaid in accordance with Clause 7.4 (Right of cancellation and repayment in relation to a single Lender) or Clause 7.1 (Illegality) then, other than to the extent that the Commitments in respect of such Facility are subsequently increased pursuant to Clause 2.2 (Increase), the amount of the Repayment Instalment (in respect of such Facility) for each Repayment Date (in respect of such Facility) falling after that repayment or prepayment will reduce pro rata by the amount of such Loan so repaid or prepaid.

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(b) If any Loan under any Facility (other than Facility B) is prepaid in accordance with Clause 7.3 (Voluntary prepayment), such prepayment shall be applied to reduce the Repayment Instalments (in respect of such Facility) for Repayment Dates (in respect of such Facility) falling after the date of that prepayment in such order as the Borrower may specify at the time of such prepayment, provided that the aggregate amount of such reduction for all such Repayment Instalments shall not exceed the amount of that prepayment.

7. ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

7.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Loan (or it becomes unlawful for any Affiliate of a Lender if that Lender were to do so):

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

(b) upon the Facility Agent notifying the Borrower, the Commitment of that Lender in respect of each Facility shall be reduced by an amount equal to the Available Commitment of that Lender in respect of that Facility (immediately prior to such reduction), and then the Available Commitment of that Lender in respect of that Facility shall immediately be reduced to zero; and

(c) to the extent that such Lender’s participation in any Loan has not been transferred to another person pursuant to Clause 37.6 (Replacement of Lender), the Borrower shall repay in full that Lender’s participation in such 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 such notice delivered by that Lender to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2 Voluntary cancellation

(a) The Borrower may, if it gives the Facility Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of U.S.$1,000,000 and an integral multiple of U.S.$500,000) of the Available Facility in relation to a Term Facility.

(b) Any cancellation under this Clause 7.2 in respect of any Term Facility shall reduce the Commitments of the Lenders rateably under such Term Facility.

7.3 Voluntary prepayment

(a) Subject to paragraph (c) below, the Borrower may, if it gives the Facility Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces that Loan by a minimum amount of U.S.$1,000,000 and is an integral multiple of U.S.$500,000).

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(b) Subject to paragraph (c) below, the Borrower may voluntarily prepay all or a part of an Incremental Facility Loan under any Incremental Facility in accordance with the terms of the Incremental Facility Notice (in respect of such Incremental Facility), provided that (if a Facility A Loan or any part thereof is outstanding) the Borrower shall simultaneously make a voluntary prepayment of the Facility A Loan(s) such that the proportion borne by (i) the aggregate amount of such prepayment of the Facility A Loan(s) to (ii) the aggregate amount of the Facility A Loan(s) immediately prior to such prepayment is not less than the proportion borne by (i) the aggregate amount of such prepayment of Incremental Facility Loan(s) under any Incremental Facility to (ii) the aggregate amount of Incremental Facility Loan(s) under such Incremental Facility immediately prior to such prepayment.

(c) A Loan under any Facility may only be prepaid pursuant to this Clause 7.3 after the last day of the Availability Period in respect of such Facility (or, if earlier, the day on which the Available Facility in respect of such Facility is zero).

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

(a) If:

(i) any sum payable to any Lender by the Borrower is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or

(ii) any Lender claims indemnification from the Borrower under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of the Available Commitment of that Lender in respect of each Facility and its intention to procure the repayment of that Lender’s participation in the Loans.

(b) On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment of that Lender in respect of each Facility shall be reduced by an amount equal to the Available Commitment of that Lender in respect of such Facility (immediately prior to such reduction), and then the Available Commitment of that Lender in respect of such Facility shall immediately be reduced to zero.

(c) On the last day of the Interest Period for any Loan which ends after the Borrower has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in such Loan in full together with all interest and other amounts accrued in relation to such repaid amount under the Finance Documents.

7.5 Right of cancellation in relation to a Defaulting Lender

(a) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent five Business Days’ notice of cancellation of the Available Commitment of that Lender in respect of each Facility.

(b) On the notice referred to in paragraph (a) above becoming effective, the Commitment of that Defaulting Lender in respect of each Facility shall be reduced by an amount equal to the Available Commitment of that Defaulting Lender in respect of such Facility (immediately prior to such reduction), and then the Available Commitment of that Defaulting Lender in respect of such Facility shall immediately be reduced to zero.

(c) The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

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8. MANDATORY PREPAYMENT AND CANCELLATION

8.1 Exit and Flotation

(a) For the purpose of this Clause 8:

“Flotation” means the listing or admission to trading on any stock or securities exchange or market of any shares or securities of any Group Member or any direct or indirect Holding Company of any Group Member (other than the Sponsor), or any sale or issue by way of listing, flotation or public offering (or any equivalent circumstances) of any shares or securities of any Group Member or any direct or indirect Holding Company of any Group Member (other than the Sponsor) in any jurisdiction or country (the person whose shares or securities are the subject of such listing, admission to trading, flotation or public offering being the “IPO Entity” in respect of such Flotation).

“Flotation Proceeds” means, in respect of a Flotation, the Net Proceeds in relation to any issuance of shares or securities (by the IPO Entity in respect of such Flotation) or sale (by any holder of shares or securities in such IPO Entity (each an “IPO Selling Shareholder”)) of shares or securities in such IPO Entity in connection with such Flotation.

“Qualifying Flotation” means a Flotation (in respect of the Borrower or any Holding Company of the Borrower).

(b) Upon the occurrence of a Qualifying Flotation (not resulting in a Change of Control), the Borrower shall:

(i) promptly notify the Facility Agent upon becoming aware of that occurrence; and

(ii) (whether or not the Borrower has complied with paragraph (i) above) ensure that an amount of the Flotation Proceeds for such Flotation which is equal to the amount necessary to repay the Facility B Loan in full together with all accrued interest and Break Costs (if any), is applied in prepayment of the Facility B Loan within 10 Business Days of the occurrence of such Qualifying Flotation.

(c) Upon the occurrence of:

(i) a Change of Control;

(ii) any Flotation (which is not a Qualifying Flotation); or

(iii) the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions,

then:

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

(v) (irrespective of whether the Borrower has compiled with paragraph (iv)) no Lender shall be obliged to fund or maintain its participation in any Loan or any part thereof; and

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(vi) (irrespective of whether the Borrower has complied with paragraph (iv)) if a Lender so requires by notice in writing to the Facility Agent:

(A) the Available Commitment of that Lender in respect of each Facility shall be immediately reduced to zero (and its Commitment in respect of such Facility shall be reduced by the amount of such reduction in its Available Commitment in respect of such Commitment); and

(B) that Lender’s participation in each Loan, together with accrued interest and all other amounts accrued under the Finance Documents thereon, shall become immediately due and payable to that Lender on the date specified in such notice (which date must be at least twenty (20) Business Days after the date of such notice); and

(vii) the Facility Agent shall promptly notify the Borrower upon receipt of any such notice of any Lender.

8.2 VIE Termination Event

Upon the occurrence of a VIE Termination Event:

(a) the Borrower shall promptly notify the Facility Agent upon becoming aware of such VIE Termination Event;

(b) (irrespective of whether the Borrower has complied with paragraph (a)) none of the Lenders shall be obliged to find or maintain its participation in any Loan or any part thereof; and

(c) (irrespective of whether the Borrower has complied with paragraph (a)) the Available Facility in respect of each Facility will immediately be cancelled (and the Available Commitment of each Lender in respect of each Facility shall immediately be reduced to zero) and each Loan, together with accrued interest and all other amounts accrued under the Finance Documents, shall become immediately due and payable.

8.3 [Not used]

9. RESTRICTIONS

9.1 Notices of cancellation or prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 7 (Illegality, voluntary prepayment and cancellation) shall (subject to the terms of that Clause) 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, provided that in the case of any notice of voluntary prepayment under Clause 7.3 (Voluntary prepayment), (a) the Borrower shall be permitted to specify the conditions precedent to such prepayment in such notice of voluntary prepayment under Clause 7.3 (Voluntary prepayment), and (b) if the Borrower shall have specified such conditions and any such condition is not satisfied, the Borrower may by a notice of cancellation to the Facility Agent (on or prior to the date on which such prepayment is to be made) revoke such notice of voluntary prepayment, and the Borrower shall, within five Business Days of demand, pay any and all Break Costs and indemnify each of the Finance Parties against any cost, loss or liability (excluding any loss of Margin) incurred by such Finance Party as a consequence of such notice of voluntary prepayment being revoked or any condition in such notice of voluntary prepayment not being satisfied or such prepayment not occurring on the relevant date specified in such notice of voluntary prepayment.

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9.2 Interest and other amounts

Any prepayment (including, for the avoidance of doubt, any voluntary 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.

9.3 No reborrowing of the Facility

The Borrower may not reborrow any part of any Facility which is prepaid.

9.4 Prepayment in accordance with Agreement

The Borrower shall not repay or prepay all or any part of any Loan or cancel all or any part of the Commitments of all or any of the Lenders in respect of any Facility except at the times and in the manner expressly provided for in this Agreement.

9.5 No reinstatement of Commitments

Subject to Clause 2.2 (Increase), no amount of the Total Commitments (or the Commitment of any Lender in respect of any Facility) cancelled under this Agreement may be subsequently reinstated.

9.6 Facility Agent’s receipt of notices

If the Facility Agent receives a notice under Clause 7 (Illegality, voluntary prepayment and cancellation), it shall promptly forward a copy of that notice or election to either the Borrower or the affected Lender(s), as appropriate.

9.7 Prepayment elections

The Borrower shall (through the Facility Agent) notify the Lenders as soon as practicable of any proposed prepayment of any Loan under Clause 8 (Mandatory prepayment and cancellation).

9.8 Effect of repayment and prepayment on Commitments

If all or part of any Lender’s participation in a Loan under a Facility is repaid or prepaid, an amount of that Lender’s Commitment in respect of that Facility (equal to the amount of such participation which is repaid or prepaid) will be deemed to be cancelled on the date of such repayment or prepayment.

9.9 Application of prepayments

Any prepayment of a Loan under a Facility (other than a prepayment pursuant to Clause 7.1 (Illegality), Clause 7.4 (Right of cancellation and repayment in relation to a single Lender) or paragraph (c) of Clause 8.1 (Exit and Flotation)) shall be applied pro rata to each Lender’s participation in such Loan.

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SECTION 5

COSTS OF UTILISATION

10. INTEREST

10.1 Calculation of interest

(a) The rate of interest on a Term Loan for each day during each Interest Period relating thereto is the percentage rate per annum which is the aggregate of the applicable:

(i) Margin; and

(ii) LIBOR (for such Term Loan and such Interest Period).

(b) The rate of interest on each Incremental Facility Loan under an Incremental Facility (including any applicable market disruption mechanism relating to such interest) shall be determined in accordance with the terms of the Incremental Facility Notice in respect of such Incremental Facility.

10.2 Payment of interest

(a) The Borrower shall pay accrued interest on a Facility A Loan on the last day of each Interest Period relating thereto.

(b) The Borrower shall pay accrued interest of the Facility B Loan:

(i) on the last day of each Interest Period relating thereto (which last day falls prior to the Termination Date in respect of Facility B); and

(ii) on the Termination Date in respect of Facility B.

(c) Interest on each Incremental Facility Loan under any Incremental Facility shall be paid in accordance with the terms of the Incremental Facility Notice relating to such Incremental Facility.

10.3 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 that 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 1% per annum higher than the rate which would have been payable if that overdue amount had, during the period of such non-payment, constituted a Loan (under the Facility to which such overdue amount relates, or if such overdue amount is not specifically related to any Facility, under Facility A) 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 10.3 shall be immediately payable by that Obligor on demand by the Facility Agent.

(b) If any overdue amount under any Finance Document 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 overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

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(ii) the rate of interest applying to that overdue amount during that first Interest Period shall be 1% per annum higher than the rate which would have applied if that overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount under any Finance Document will be compounded with that overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

(d) The determination of the Facility Agent (in good faith) as to whether any amount payable under any Finance Document is specifically related to any Facility shall, in the absence of manifest error, be conclusive and binding on the Parties.

10.4 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.

11. INTEREST PERIODS

11.1 Interest Period

(a) The Borrower may select an Interest Period for a Loan in the Utilisation Request for such Loan or (if such Loan has already been borrowed) in a Selection Notice.

(b) Each Selection Notice for a Loan is irrevocable and must be delivered to the Facility Agent by the Borrower not later than the Specified Time.

(c) If the Borrower fails to deliver a Selection Notice to the Facility Agent in accordance with paragraph (b) above in respect of an Interest Period for a Loan, that Interest Period will, subject to this Clause 11, be (in the case of a Term Loan) three Months or (in the case of an Incremental Facility Loan under an Incremental Facility) such duration as determined in accordance with the Incremental Facility Notice in respect of such Incremental Facility.

(d) Subject to this Clause 11, the Borrower may select an Interest Period for a Loan of one, two, three or six Months or any other period agreed between the Borrower and the Facility Agent (acting on its own discretion if less than six Months, or on the instructions of all the Lenders if more than six Months).

(e) An Interest Period for a Term Loan under any Term Facility shall not extend beyond (in the case of Facility A) the Termination Date in respect of Facility A or (in the case of Facility B) the date falling under paragraph (b)(i) of the definition of “Termination Date”.

(f) The first Interest Period for each Loan shall start on the Utilisation Date (in respect of such Loan) and each subsequent Interest Period for such Loan shall start on the last day of its preceding Interest Period.

(g) The first Interest Period relating to a Facility A Loan (other than the Continued Facility A Loan) shall start on the Utilisation Date in respect of such first-mentioned Facility A Loan and shall end on the last day of the then current Interest Period of the Continued Facility A Loan.

(h) Interest Periods for each Incremental Facility Loan under any Incremental Facility shall be determined in accordance with the terms of the Incremental Facility Notice relating to such Incremental Facility.

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(i) The provisions of this Clause 11.1 shall be subject to the provisions of paragraph (b) of Clause 2.1 (The Facilities).

11.2 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 not).

11.3 Consolidation and division of Facility A Loans

If any Interest Periods that relate to Facility A Loans end on the same date, such Facility A Loans shall be consolidated into, and treated as a single Facility A Loan (in an amount equal to the aggregate of such first-mentioned Facility A Loans) on the last day of such Interest Periods.

12. CHANGES TO THE CALCULATION OF INTEREST