CLAUSE

SECTION 1 INTERPRETATION

1.

SECTION 2 THE FACILITY

2.

3.

4.

SECTION 3 UTILISATION

5.

SECTION 4 REPAYMENT, PREPAYMENT, CANCELLATION AND EXTENSION

6.

7.

8.

SECTION 5 COSTS OF UTILISATION

9.

10.

11.

12.

SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS

13.

14.

15.

16.

17.

SECTION 7 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18.

19.

20.

21.

22.

SECTION 8 CHANGES TO PARTIES

23.

24.

SECTION 9 THE FINANCE PARTIES

25.

26.

SECTION 10 ADMINISTRATION

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

SECTION 11 GOVERNING LAW AND ENFORCEMENT

37.

38.

Schedule 1 The Original Parties

Schedule 2 Conditions Precedent

Schedule 3 Requests

Schedule 4 Form of Transfer Certificate

Schedule 5 Form of Assignment Agreement

Schedule 6 Form of Compliance Certificate

Schedule 7 Timetables

Schedule 8 Subsidiaries

Schedule 9 Additional Covenants

Schedule 10 Form of Quarterly Financial Statements

Schedule 11 Cotai Plan

Schedule 12 List of financial institutions

Schedule 13 Forms of Increase

SANDS CHINA LTD., an exempted company incorporated in the Cayman Islands with limited liability with registration number 228336 and its registered address at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005 as borrower (the “Company”);

THE ENTITIES listed in Part I of Schedule 1 (The Original Parties) as global coordinators and joint lead arrangers and THE ENTITIES listed in Part I of Schedule 1 (The Original Parties) as joint lead arrangers (each an “Arranger” and together, the “Arrangers”);

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

BANK OF CHINA LIMITED, MACAU BRANCH (a company incorporated in the PRC with limited liability, with head office in Beijing and permanent representation in Macau) as agent of the Finance Parties (other than itself) (the “Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

the Agent’s spot rate of exchange; or

(if the Agent does not have an available spot rate of exchange) any publicly available spot rate of exchange selected by the Agent (acting reasonably),

the Available USD Facility; and

the Base Currency Amount of the Available HKD Facility.

the amount of its participation in any outstanding HIBOR Loans and HKD Swing Line Loans; and

in relation to any proposed HIBOR Loan or HKD Swing Line Loan, the amount of its participation in any other HIBOR Loans and HKD Swing Line Loans that are due to be made on or before the proposed Utilisation Date,

the amount of its participation in any outstanding Term SOFR Loans and USD Swing Line Loans; and

in relation to any proposed Term SOFR Loan or USD Swing Line Loan, the amount of its participation in any other Term SOFR Loans and USD Swing Line Loans that are due to be made on or before the proposed Utilisation Date,

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

with respect to any amount denominated in the Base Currency, such amount; and

with respect to any amount denominated in Hong Kong dollars, the amount in the Base Currency determined using the HKD / USD Exchange Rate.

the interest (excluding any Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Term SOFR Loan, HIBOR Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount of that Loan or Unpaid Sum received been paid on the last day of that Interest Period;

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

on which banks are open for general business in Hong Kong, New York, Macau, Singapore; and

(in relation to the fixing of an interest rate for any Term SOFR Loan or USD Swing Line Loan) which is a US Government Securities Business Day.

the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Group, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than to Las Vegas Sands, either of the Principals and/or any of his or her Related Parties;

the adoption of a plan relating to the liquidation or dissolution of the Company or any successor thereto; or

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined in paragraph (a) above), other than Las Vegas Sands, either of the Principals and/or any of his or her Related Parties, becomes the Beneficial Owner, directly or

indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares.

any member of the Group, the Principals, the Related Parties, Las Vegas Sands, or any of their respective advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group, the Principals, the Related Parties, Las Vegas Sands, or any of their respective advisers,

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 34 (Confidential Information);

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

is known by that Finance Party before the date the 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 the Group, the Principals, the Related Parties and Las Vegas Sands, and which, in either case, 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; and

any Funding Rate.

which has failed to make its participation in a Loan available or has notified the Agent or the Company (which has notified the Agent) that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.5 (Loan amount and Lenders’ participation);

which has otherwise rescinded or repudiated a Finance Document;

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

whose Commitments are subject to any Bail-in Action,

its failure to pay is caused by:

administrative or technical error(s); or

one or more Disruption Events; and

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

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the 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; and

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

from performing its payment obligations under the Finance Documents; or

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

banks, financial institutions or other institutional lenders or entities separately identified in writing by the Company to the Agent prior to the date of this Agreement;

at any time when an Event of Default is continuing, any person that owns or operates a casino or other gaming operation located in Singapore, Macau, the United Kingdom or the states of Nevada, New Jersey, Pennsylvania or Michigan in the United States or any other jurisdiction in which the Company or any of its Subsidiaries has obtained or applied for a gaming licence (provided that, for the purposes of this paragraph (b), the holding of a passive investment constituting less than 10 per cent. of the common stock of any such casino or other gaming operation shall not constitute ownership thereof);

at any time when an Event of Default is continuing, any person that owns or operates a trade show, convention, exhibition or conference centre in Singapore, Macau, the United Kingdom, or Las Vegas or Clark County in the state of Nevada in the United States, or the states of New Jersey, Pennsylvania or Michigan in the United States, or any other jurisdiction in which the Company or any of its Subsidiaries owns, operates or is developing a convention, trade show, conference centre or exhibition facility (provided that, for the purposes of this paragraph (c), the holding of a passive investment instrument constituting less than 10 per cent. of the common stock of any such casino or trade show, convention, exhibition and conference centre facility shall not constitute ownership thereof);

at any time when an Event of Default is continuing, any union pension fund (provided that, for the purposes of this paragraph (d), any intermingled fund or managed account which has, as part of its assets under management, the assets of a union pension fund shall not be a Disqualified Financial Institution so long as the manager of such fund is not controlled by a union pension fund or a union pension fund does not own 10 per cent. or more of the assets of such fund);

notwithstanding paragraphs (a) to (d) above, any competitors of any member of the Group to the extent identified to the Agent in writing from time to time; and

any Affiliates of the persons referred to in paragraphs (a) to (e) above to the extent identified by the Company to the Agent in writing from time to time or clearly identifiable by name,

any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that person is a member;

any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that person is a member; and

any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that person, any corporation described in clause (a) above or any trade or business described in paragraph (b) above is a member.

a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation);

the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required instalment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan;

the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA;

the withdrawal by the Company or any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA;

the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan;

the imposition of liability on the Company or any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA;

the withdrawal of the Company or any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by the Company or any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA;

the occurrence of an act or omission which could give rise to the imposition on the Company or any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan;

the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against the Company or any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan;

receipt from the PBGC of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; or

the conditions for imposition of a Lien (as defined in Schedule 9 (Additional covenants)) pursuant to Section 430(k) of the Code or Section 303(k) of ERISA with respect to any Pension Plan.

is, or is scheduled to become, payable under paragraph (b), (c) or (d) of Clause 11.1A (Unavailability of Term SOFR); and

relates to a Term SOFR Loan.

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

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

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

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

in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) or (b) above, 1 January 2019,

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

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

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with IFRS in force as at the date of this Agreement, have been treated as an operating lease);

receivables sold or discounted (but only to the extent of any recourse);

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative 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 derivative transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution, but only to the extent such counter-indemnity obligation is called and is outstanding; and

the amount of any liability in respect of any guarantee or indemnity supporting Financial Indebtedness of a third party of a type described in paragraphs (a) to (h) above.

the applicable Screen Rate as of the Specified Time for Hong Kong dollars and for a period equal in length to the Interest Period of that Loan (or, for the purposes of calculating the HKD Swing Line Rate, an Interest Period of three months); or

as otherwise determined pursuant to Clause 11.1 (Unavailability of Screen Rate),

in relation to an Original Lender, the amount set opposite its name under the heading “HKD Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other HKD Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any HKD Commitment transferred to it or assumed by it under this Agreement,

the HKD Prime Rate; and

the aggregate of 3 Month HIBOR and 1.00%,

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 payment;

the Agent otherwise rescinds or repudiates a Finance Document;

(if the Agent is also a Lender) it is a Defaulting Lender; or

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

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

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

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

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

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

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other

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

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

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

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

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

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

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

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

either:

the most recent Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Loan; or

if no such Term SOFR is available for a period which is less than the Interest Period of that Loan, the most recent Overnight SOFR for a day which is not more than three, and not less than two, US Government Securities Business Days before the Quotation Day; and

the most recent Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Loan.

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan.

either:

Term SOFR (as of the Specified Time) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Loan; or

if no such Term SOFR is available for a period which is less than the Interest Period of that Loan, Overnight SOFR for the day that is two US Government Securities Business Days before the Quotation Day; and

Term SOFR (as the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Loan.

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

the time barring of claims under the Limitation Ordinance (Cap 347), the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim;

similar principles, rights and defences under the laws of any relevant jurisdiction; and

any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to the Lenders in relation to the Finance Documents.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 23 (Changes to the Lenders),

prior to receipt by the Agent of the first Compliance Certificate:

with respect to Term SOFR Loans, 2% per annum;

with respect to HIBOR Loans, 2% per annum; and

with respect to Swing Line Loans, 1% per annum; and

following receipt by the Agent of the first Compliance Certificate, the rate determined by reference to the table below based on the Consolidated Leverage Ratio specified in the most recent Compliance Certificate received by the Agent:

the financial condition, business, properties or results of operations of the Group taken as a whole; or

the ability of the Company to perform its payment obligations under the Finance Documents.

(subject to paragraph (c) below) if the 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;

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; and

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

Overnight SOFR;

Term SOFR for any Quoted Tenor; or

the Screen Rate for any Quoted Tenor.

the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Lenders and the Company, materially changed;

the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,

the administrator of that Published Rate publicly announces that it has ceased or will cease, to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued;

the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used;

in the case of the Screen Rate for any Quoted Tenor for Hong Kong dollars, the supervisor of the administrator of that Screen Rate makes a public announcement or publishes information:

stating that that Screen Rate for that Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market or the economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); and

with awareness that any such announcement or publication will engage certain triggers for fallback provisions in contracts which may be activated by any such pre-cessation announcement or publication; or

the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Company) temporary; or

that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than one month; or

in the opinion of the Majority Lenders and the Company, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

any Lender, Affiliate of a Lender or Related Fund of a Lender; and

any bank, financial institution, savings and loan association, institutional investor or mutual fund that regularly engages in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business,

in relation to any period for which an interest rate is to be determined in respect of a Term SOFR Loan or a USD Swing Line Loan, two US Government Securities Business Days before the first day of that period (unless market practice differs in the Relevant Market for that currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days));

[reserved]

in relation to any period for which an interest rate is to be determined in respect of a HIBOR Loan or an HKD Swing Line Loan, the first day of that period (unless market practice differs in the Relevant Market for that currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)); or

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

Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 11.1A (Unavailability of Term SOFR),

[reserved]

in relation to HIBOR:

(other than where paragraph (ii) below applies) the rate at which the relevant Reference Bank could borrow funds in the Hong Kong interbank market in Hong Kong dollars and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or

if different, the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

any immediate family member or former spouse (in the case of an individual) of either of the Principals; or

any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or persons beneficially holding a greater than 50% interest of which consist of either or both of the Principals and/or such other persons referred to in the immediately preceding paragraph (a) or this paragraph (b).

in relation to Hong Kong dollars, the Hong Kong interbank market; and

in relation to US dollars, the market for overnight cash borrowing collateralised by US Government securities.

formally designated, nominated or recommended as the replacement for the Published Rate by:

the administrator of the Published Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by the Published Rate); or

any Relevant Nominating Body,

in the opinion of the Majority Lenders and the Company, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to the Published Rate; or

in the opinion of the Majority Lenders and the Company, an appropriate successor to the Published Rate.

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

located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is, or whose government is, the target of country-wide or territory-wide Sanctions, including, as of the 2022 Restatement Effective Date, Cuba, Iran, North Korea, Syria, and the Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Kherson and Zaporizhzhia regions of Ukraine; or

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

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

the aggregate amount of which is equal to or less than the amount of the maturing Loan;

in the same currency as the maturing Loan; and

made or to be made for the purpose of refinancing that maturing Loan.

the United Nations;

the European Union;

the United States government, including the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) and the United States Department of State;

the Macau government, including the Macau Monetary Authority, the Financial Intelligence Office and the Gaming Inspection and Coordination Bureau;

HM Treasury of the United Kingdom;

the Hong Kong Monetary Authority;

the Monetary Authority of Singapore;

the Ministry of Economy, Trade and Industry of Japan;

the Department of Foreign Affairs and Trade of Australia;

the Reserve Bank of Australia; and

the Department of Foreign Affairs, Trade and Development of Canada.

the Base Currency Amount of the Total HKD Commitments; and

the Total USD Commitments,

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

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

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

in relation to any other Lender, the amount of any USD Commitment transferred to it or assumed by it under this Agreement,

the USD Prime Rate;

the aggregate of the Federal Funds Effective Rate and 0.5%; and

the aggregate of Term SOFR for a Quoted Tenor of 3 Months and 1.00%,

a Saturday or a Sunday; and

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of

its members be closed for the entire day for purposes of trading in US Government securities.

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

in relation to any other applicable Bail-In Legislation:

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

any similar or analogous powers under that Bail-In Legislation.

Construction

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

any “Administrative Party”, the “Agent”, any “Arranger”, the “Company”, any “Finance Party”, any “Lender” or any “Party” 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;

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

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

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

a “group of Lenders” includes all the Lenders;

“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 other than any obligation of the Company incurred in the ordinary course of business in respect of casino chips or similar instruments;

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

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

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

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

a time of day is a reference to Hong Kong time.

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

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

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

A Default or an Event of Default is “continuing” if it has not been remedied or waived.

Where this Agreement specifies an amount in a given currency (the “specified currency”) “or its equivalent”, the “equivalent” is a reference to the amount of any other currency which, when converted into the specified currency utilising the Agent’s Spot Rate of Exchange for the purchase of the specified currency with that other currency at or about 11 a.m. on the relevant date, is equal to the relevant amount in the specified currency.

Currency symbols and definitions

“HK$” and “Hong Kong dollars” denote the lawful currency of Hong Kong.

“US$” and “US dollars” denote the lawful currency of the US.

“Patacas” denote the lawful currency of Macau.

“Japanese Yen” denote the lawful currency of Japan.

“Singapore dollars” denote the lawful currency of Singapore.

Third party rights

A person who is not a Party (other than an Indemnified Person) has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) (the “Third Parties Ordinance”) to enforce or to enjoy the benefit of any term of this Agreement.

Subject to Clause 33.3 (Other exceptions) but otherwise 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.

THE FACILITY

The Facility

Increase

Subject to paragraphs (b) and (c) below, the Company may, by delivery to the Agent of an Increase Notice not later than the date falling one Month and ten Business Days (or such shorter period as the Company and the Agent may agree) prior to the expiry of the Availability Period, request that the Total Commitments be increased in an aggregate Base Currency Amount of up to US$1,000,000,000 and that:

such increased Commitments will be assumed by one or more Lenders or other Qualified Financial Institutions (each an “Increase Lender”) selected by the Company, 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 in respect of those Assumed Commitments;

the Company and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Company and that Increase Lender would have assumed and/or acquired had that Increase Lender been an Original Lender in respect of the Assumed Commitment which it is to assume;

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

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

any such increase in the Total Commitments shall take effect on the relevant Increase Date, provided that (x) there are no Swing Line Loans outstanding on the relevant Increase Date and (y) on the date of the relevant Increase Notice and on the relevant Increase Date:

no Default is continuing or would result from the proposed increase; and

the Repeating Representations (which are not qualified by a Material Adverse Effect or any other materiality threshold) are true in all material respects; and

the Repeating Representations (which are qualified by a Material Adverse Effect or any other materiality threshold) are true in all respects,

The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Increase Confirmation.

The Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase Lender:

if such Increase Confirmation has been delivered to the Agent not later than ten Business Days (or such shorter period as the Company and the Agent may agree) prior to the proposed Increase Date specified in the relevant Increase Notice; and

if that Increase Lender is not a Lender immediately prior to such increase in the Total Commitments, once the Agent is satisfied that such Increase Lender has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption by that Increase Lender of its Assumed Commitment.

Each Increase Lender, by executing an Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase in the Total Commitments (to which such Increase Confirmation relates) becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

The Company may not deliver more than five Increase Notices under this Clause 2.1A. For the avoidance of doubt, the aggregate amount of increased Commitments requested in all Increase Notices may not exceed the Base Currency Amount of US$1,000,000,000). Only increased Commitments in the same currency may be requested in an Increase Notice.

The Company may pay to each Increase Lender a fee in the amount and at the times agreed between the Company and each such Increase Lender in a letter between the Company and that Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this paragraph (f).

If there are any outstanding Loans on an Increase Date (each such Loan, a “Relevant Loan”), then (subject always to the satisfaction of the conditions set out in paragraph (b) of Clause 4.2 (Further conditions precedent) on such Increase Date):

the Increase Lenders assuming on such Increase Date any Assumed Commitment (the “True-Up Lenders”) shall make new Loans available to the Company on such Increase Date (each such new Loan, a “True-Up Loan”) as follows:

each True-Up Loan shall correspond to a Relevant Loan (including any HIBOR Loan component and Term SOFR Loan component thereof);

the Interest Period of each True-Up Loan shall commence on that Increase Date and end on the last day of the Interest Period of its corresponding Relevant Loan;

the aggregate Base Currency Amount of all True-Up Loans shall be equal to:

the proportion of the Base Currency Amount of each individual True-Up Loan to the Base Currency Amount of all True-Up Loans shall be identical to the proportion of the Base Currency Amount of its corresponding Relevant Loan to the Base Currency Amount of all Relevant Loans; and

each True-Up Lender shall make its participation in each True-Up Loan (calculated pro rata its share in the aggregate Assumed Commitments and as notified to it by the Agent no later than three Business Days before that Increase Date (or such later date as the relevant True-Up Lender and the Agent may agree)) available to the Agent through its Facility Office by that Increase Date;

the Agent shall apply the proceeds of each True-Up Loan on that Increase Date directly towards prepayment of the corresponding Relevant Loan of that True-Up Loan in accordance with paragraph (b) of Clause 7.4 (Voluntary prepayment) and Clause 7.8 (Application of prepayments) (and for the avoidance of doubt, any portion of a Relevant

Loan not prepaid pursuant to this sub-paragraph (ii) shall remain outstanding on the terms of this Agreement); and

the Company shall concurrently with any prepayment pursuant to paragraph (ii) above pay to the Agent on that Increase Date for the account of each relevant Lender, any amounts payable to such Lender pursuant to paragraph (b) of Clause 7.7 (Restrictions) and Clause 11.6 (Break Costs) as a result of the prepayment of each Relevant Loan.

Clause 23.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.1A in relation to an Increase Lender as if references in that Clause to:

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase of the Total Commitments;

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

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

Finance Parties’ rights and obligations

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

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Company 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) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by the Company 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 Agent on its behalf) is a debt owing to that Finance Party by the Company.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

PURPOSE

Purpose

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

The Lenders shall only be obliged to comply with Clause 5.5 (Loan amount and Lenders’ Participation) in relation to any Loan if on or before the Utilisation Date for the initial Loan the Agent has received (or waived the requirement to receive) all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent (acting reasonably). The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

Other than to the extent the Majority Lenders notify the Agent in writing to the contrary prior to the Agent providing the notification described in paragraph (a) above, the Lenders authorise the Agent to give the notification referred to in paragraph (a) above. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Further conditions precedent

in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan; and

in the case of any Loan other than a Rollover Loan:

no Default is continuing or would result from the proposed Loan; and

the Repeating Representations (which are not qualified by a Material Adverse Effect or any other materiality threshold) are true in all material respects; and

the Repeating Representations (which are qualified by a Material Adverse Effect or any other materiality threshold) are true in all respects.

Maximum number of Loans

The Company may not deliver a Utilisation Request if as a result of the proposed Utilisation more than 40 Swing Line Loans, Term SOFR Loans and HIBOR Loans would be outstanding.

Any Separate Loan or any Revolving Loan to be made available pursuant to Clause 6.2 (Swing Line Loans) or any True-Up Loan to be made available by an Increase Lender pursuant to Clause 2.1A (Increase) shall not be taken into account in this Clause 4.3.

UTILISATION

Drawdowns

Delivery of a Utilisation Request

with respect to a Revolving Loan, 11:00 am on the day that is three Business Days prior to the proposed Utilisation Date of the Loans comprising such Revolving Loan; and

with respect to a Swing Line Loan, 11:00 am on the day that is one Business Day prior to the proposed Utilisation Date of such Swing Line Loan.

Completion of a Utilisation Request

the Utilisation Request specifies whether the proposed Utilisation is by way of a Revolving Loan or a Swing Line Loan;

the Utilisation Request specifies:

with respect to a proposed Revolving Loan, the proposed aggregate amount (in the Base Currency) of the Loans to be provided in connection with such Revolving Loan (the “Revolving Loan Amount”); and

with respect to a proposed Swing Line Loan, the proposed amount and currency of such Swing Line Loan (the “Swing Line Loan Amount”);

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

the currency and amount of the Utilisation comply with Clause 5.4 (Currency and amount); and

the proposed Interest Period complies with Clause 10 (Interest Periods).

Currency and amount

The currency specified in a Utilisation Request must be:

in relation to a Revolving Loan, the Base Currency; and

in relation to a Swing Line Loan, the Base Currency or Hong Kong dollars.

With respect to a proposed Revolving Loan, the aggregate amount (in the Base Currency) of the proposed Loans specified in the Utilisation Request must be a minimum of US$10,000,000 or, if less, the Available Facility.

With respect to a proposed Swing Line Loan, the amount of such Swing Line Loan must be:

a minimum of US$1,000,000 (if the proposed Swing Line Loan is a USD Swing Line Loan) or HK$5,000,000 (if the proposed Swing Line Loan is an HKD Swing Line Loan) or, if less, the Available Swing Line Facility (converted into HK$ at the USD / HKD Exchange Rate if the proposed Swing Line Loan is an HKD Swing Line Loan); and

when aggregated with (1) the Base Currency Amount of all outstanding Swing Line Loans and (2) the Base Currency Amount of all other Swing Line Loans that are due to be made on or before the proposed Utilisation Date of the relevant Swing Line Loan less the Base Currency Amount of all Swing Line Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date of the proposed Swing Line Loan, less than or equal to US$400,000,000.

Loan amount and Lenders’ participation

Subject to Clause 6.2 (Swing Line Loans), if the conditions set out in Clause 4 (Conditions of Utilisation) and Clauses 5.1 (Drawdowns) to 5.4 (Currency and amount) have been met, then:

with respect to a proposed Revolving Loan, the Lenders shall advance to the Company:

a HIBOR Loan in an amount equal to the following:

a Term SOFR Loan in an amount equal to the following:

with respect to a proposed Swing Line Loan, the Swing Line Lender shall make available to the Company a Swing Line Loan in an amount equal to the proposed Swing Line Loan Amount; and

each Lender shall make its participation in each such Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Revolving Loan will be equal to:

with respect to the HIBOR Loan component of such Revolving Loan, the proportion borne by its Available HKD Commitment to the Available HKD Facility; and

with respect to the Term SOFR Loan component of such Revolving Loan, the proportion borne by its Available USD Commitment to the Available USD Facility.

The Agent shall:

notify the Company and each Lender of the amount and currency of each Revolving Loan;

notify the Company and the Swing Line Lender of the amount and currency of each Swing Line Loan; and

notify each Lender of the amount of its participation in each Revolving Loan and, if different, the amount of that participation to be made available in accordance with Clause 27.1 (Payments to the Agent),

Cancellation of Available Facility

REPAYMENT

Repayment of Loans

The Company shall repay each Loan (other than a Swing Line Loan) on the last day of its Interest Period.

Without prejudice to the Company’s obligation under paragraph (a) above, if:

one or more Loans (other than a Swing Line Loan) are to be made available to the Company:

on the same day that a maturing Loan (other than a Swing Line Loan) is due to be repaid by the Company;

in the same currency as the maturing Loan; and

in whole or in part for the purpose of refinancing the maturing Loan; and

the proportion borne by each Lender’s participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that Lender’s participation in the new Loans to the aggregate amount of those new Loans,

if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

the Company will only be required to make a payment under Clause 27.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

each Lender’s participation in the new Loans shall be treated as having been made available and applied by the Company in or towards repayment of that Lender’s participation in the maturing Loan and that Lender will not be required to make a payment under Clause 27.1 (Payments to the Agent) in respect of its participation in the new Loans; and

if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

the Company will not be required to make a payment under Clause 27.1 (Payments to the Agent); and

each Lender will be required to make a payment under Clause 27.1 (Payments to the Agent) in respect of its participation in the new Loans only to the extent that its participation in the new Loans exceeds that Lender’s participation in the maturing Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and applied by the Company in or towards repayment of that Lender’s participation in the maturing Loan.

At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be automatically extended to the Termination Date and will be treated as separate Loans (the “Separate Loans”) denominated in the currency in which the relevant participations are outstanding.

The Company may prepay an outstanding Separate Loan by giving not less than 5 Business Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (c) to the Defaulting Lender concerned as soon as practicable on receipt.

Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Company by the time and date specified by the Agent (acting reasonably) and will be payable by the Company to the Agent (for the account of that Defaulting Lender) on the last day of each Interest Period of that Loan.

The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

Swing Line Loans

In this Clause 6.2, a “Refunded Swing Line Loan” means any Swing Line Loan in respect of which a request to refund is made by the Swing Line Lender or the Agent (as the case may be) in accordance with paragraphs (b) or (c) below.

With respect to any outstanding Swing Line Loan, the Swing Line Lender may deliver to the Agent (with a copy to the Company) a notice requesting that each Lender makes it participation available in a Revolving Loan having an Interest Period with the same duration as the Interest Period selected in the Utilisation Request of such Swing Line Loan and for an aggregate amount equal to the Base Currency amount of such outstanding Swing Line Loan in accordance with Clause 5.5 (Loan amount and Lenders’ participation) (for the avoidance of doubt, in accordance with Clause 6.2(e), each Lender’s obligation to make its participation available in such Revolving Loan shall be absolute and unconditional, notwithstanding, without limitation, any failure by the Company to satisfy any condition set out in Clause 4 (Conditions of Utilisation) and Clauses 5.1 (Drawdowns) to 5.4 (Currency and amount)). Such notice by the Swing Line Lender shall be deemed to be a Utilisation Request given by the Company and (1) the Utilisation Date of the relevant Revolving Loan

thereunder shall be the day that is three Business Days after the day on which such notice is given by the Agent and (2) the Interest Period for the relevant Revolving Loan shall commence on the Utilisation Date of such Revolving Loan.

If the Swing Line Lender has not delivered a notice pursuant to paragraph (a) above in respect of an outstanding Swing Line Loan and:

such Swing Line Loan is outstanding for more than four Business Days; or

any Default or Event of Default has occurred and is continuing on a date such Swing Line Loan is outstanding,

Notwithstanding anything contained in this Agreement to the contrary:

each of the Lenders shall make its participation in any Revolving Loan requested under this Clause 6.2 available in accordance with Clause 5.5 (Loan amount and Lenders’ participation) and Clause 27.1 (Payments to the Agent) (for the avoidance of doubt, in accordance with Clause 6.2(e), each Lender’s obligation to make its participation available in such Revolving Loan shall be absolute and unconditional, notwithstanding, without limitation, any failure by the Company to satisfy any condition set out in Clause 4 (Conditions of Utilisation) and Clauses 5.1 (Drawdowns) to 5.4 (Currency and amount)) and, subject to paragraph (ii) below, the Agent shall immediately apply the proceeds of such Revolving Loan in repayment of the relevant Refunded Swing Line Loan;

to the extent the proceeds of any such Revolving Loan are denominated in a currency other than the currency of the relevant Refunded Swing Line Loan, the proceeds of such Revolving Loan shall be converted by the Agent at the Agent’s Spot Rate of Exchange into the currency of the relevant Refunded Swing Line Loan before being delivered by the Agent

to the Swing Line Lender for application in repayment of the Refunded Swing Line Loans in accordance with paragraph (i) above;

if, following the application of the proceeds of such Revolving Loan in repayment of the relevant Refunded Swing Line Loans in accordance with paragraphs (i) and (ii) above, there are surplus proceeds, the Agent shall pay such surplus proceeds (in their original currency) as directed by the Company; and

if, following the application of the proceeds of such Revolving Loan in repayment of the relevant Refunded Swing Line Loan in accordance with paragraphs (i) and (ii) above, there remains an amount outstanding under such relevant Refunded Swing Line Loan (such amount being the “Shortfall Amount”), then the Company hereby authorizes the Agent and the Swing Line Lender to debit any account held by Company with the Agent and the Swing Line Lender (up to the amount available in each such account) by an aggregate amount equal to the Shortfall Amount and such amount shall be deemed to have been paid by the Company to the Swing Line Lender in repayment of the relevant Refunded Swing Line Loan (and such Refunded Swing Line Loan shall no longer be outstanding). If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender pursuant to the this paragraph (iv) should be recovered by or on behalf of the Company from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be rateably shared among all Lenders.

Notwithstanding anything contained in this Agreement to the contrary:

each Lender’s obligation to make its participation available in any Revolving Loan for the purpose of repaying any Refunded Swing Line Loan in accordance with this Clause 6.2 shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation:

any set off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company, any other member of the Group or any other person for any reason whatsoever;

the occurrence of a Default or Event of Default which is continuing;

any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Company or any other member of the Group;

any breach of this Agreement or any other Finance Document by any party thereto;

any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; or

failure of the Company to satisfy any of the conditions set out in Clause 4 (Conditions of Utilisation) and Clauses 5.1 (Drawdowns) to 5.4 (Currency and amount); and

the Swing Line Lender shall not be required to make any Swing Line Loans available at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Company to eliminate the Swing Line Lender’s risk with respect to such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s deemed pro rata share in any Swing Line Loan.

PREPAYMENT AND CANCELLATION

Illegality

that Lender shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Company, the Available Commitment of that Lender will be immediately cancelled; and

to the extent that the Lender’s participation has not been transferred pursuant to paragraph (a) of Clause 33.4 (Replacement of a Lender), the Company shall repay that Lender’s participation in the Loans made to the Company on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

Change of Control

the Company shall promptly notify the Agent upon becoming aware of that event;

a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

if a Lender so requires and notifies the Agent within 10 Business Days of the Company notifying the Agent of the event, the Agent shall, by not less than 30 days’ notice to the Company, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents in relation

to that Lender’s participation(s) immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding Loans and amounts will become immediately due and payable.

Voluntary cancellation

The Company may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Agent may agree) prior notice cancel the whole or any part (being a minimum amount of US$1,000,000) of the Available Facility (the Base Currency Amount of such proposed cancellation being the “Cancellation Amount”).

Any cancellation under this Clause 7.3 shall reduce:

the USD Commitment of each Lender by an amount equal to:

the HKD Commitment of each Lender by an amount equal to:

Voluntary prepayment

The Company may:

if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Agent may agree) prior notice, prepay the whole or any part of any Revolving Loan (but if in part, being an amount that reduces the Base Currency Amount of that Revolving Loan by a minimum amount of US$1,000,000) (the Base Currency Amount of such proposed prepayment being the “Prepayment Amount”); and

if it gives the Agent not less than one Business Day (or such shorter period as the Agent may agree) prior notice, prepay the whole or any part of a Swing Line Loan (but if in part, being an amount that reduces the amount of that Swing Line Loan by a minimum amount of US$1,000,000 (if denominated in US$) or HK$5,000,000 (if denominated in HK$)), provided that the Company did not receive any notice pursuant to paragraphs (b) and (c) of Clause 6.2 (Swing Line Loans).

Any prepayment of a Revolving Loan under Clause 2.1A(g) (Increase) or Clause 7.4(a)(i) above shall be applied:

in prepayment of the Term SOFR Loan component of such Revolving Loan in an amount equal to:

in prepayment of the HIBOR Loan component of such Revolving Loan in an amount equal to:

The Company shall not make any prepayment under this Clause 7.4 at any time when a True-Up Loan is outstanding unless such prepayment would reduce each Loan pro rata.

Right of prepayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by the Company is required to be increased under paragraph (a) of Clause 13.2 (Tax gross-up); or

any Lender claims indemnification from the Company under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs),

On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment(s) of that Lender shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), the Company to which a Loan is outstanding shall prepay that Lender’s participation in that Loan.

Right of cancellation in relation to a Defaulting Lender

If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 5 Business Days’ notice of cancellation of each Available Commitment of that Lender.

On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 7 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.

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

Unless a contrary indication appears in this Agreement, any part of the Facility which is repaid or prepaid may be reborrowed in accordance with the terms of this Agreement.

No amount of a Commitment cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

If all or part of any Lender’s participation in a Loan under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender’s USD Commitment or HKD Commitment (as applicable) (equal to the amount of the participation which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment.

Application of prepayments

EXTENSION

Request for extension

The Company may, upon written request to the Agent not less than 45 Business Days prior to the Termination Date (the “Extension Request”), request that the Agreement be amended to extend the Termination Date for all or a portion of the Total Commitments (the “Extension”). The Extension Request shall set out the proposed terms of the Extension which shall include:

the amount (in Hong Kong dollars) of the Total HKD Commitments the Company proposes to extend (the “Extended HKD Commitments”);

the amount (in the Base Currency) of the Total USD Commitments the Company proposes to extend (the “Extended USD Commitments”);

the amount (in the Base Currency) of the Commitment of the Swing Line Lender the Company proposes to extend (the “Extended Swing Line Commitment” and together with the Extended USD Commitments and the Extended HKD Commitments, the “Extended Commitments”);

the termination date of the proposed Extension;

the changes, if any, to the Margin to be applied (following the original Termination Date) in determining the interest payable on the Loans of any Lenders that participate in the Extended Commitments;

any other amendments or modifications to the terms of the Extended Commitments; and

the date by which the Lenders must respond to the Extension Request (such date not to be less than 30 days after the date of receipt by the Agent of the Extension Request, or such other date as agreed by the Agent and the Company) (such date being the “Extension Request Deadline”).

Promptly following receipt of an Extension Request, the Agent shall provide a copy of such request to each Lender.

Notwithstanding any other provision in this Agreement, the Company may withdraw any Extension Request at any time.

Election to extend

Following receipt of an Extension Request, any Lender wishing to participate in the Extension (each, an “Extending Lender”) set out in such Extension Request shall notify the Agent on or prior to the Extension Request Deadline specified in such Extension Request of the amount of its Commitments it has elected to be extended (subject to any minimum denomination requirements imposed by the Agent, with the consent of the Company).

No Lender shall have any obligation to agree to participate in an Extension. Any Lender not responding on or prior to the Extension Request Deadline specified in an Extension Request shall be deemed to have declined such Extension Request (each such Lender and any Lender which has responded to the Agent on or prior to the relevant Extension Request Deadline that it shall not extend any part of its Commitments in accordance with such Extension Request, being a “Non-Extending Lender”).

The Agent shall notify the Company and each Lender of the responses to an Extension Request.

If the aggregate principal amount of existing HKD Commitments that the Extending Lenders have elected to extend pursuant to an Extension Request exceeds the amount of the Extended HKD Commitments requested by the

Company in such Extension Request, then the principal amount of Extended HKD Commitments requested by the Company shall be allocated to each Extending Lender electing to extend its HKD Commitments in such manner and in such amounts as may be agreed by Agent and the Company, in their sole discretion.

If the aggregate principal amount of existing USD Commitments that the Extending Lenders have elected to extend pursuant to an Extension Request exceeds the amount of the Extended USD Commitments requested by the Company in such Extension Request, then, subject to paragraph (g) below, the principal amount of Extended USD Commitments requested by the Company shall be allocated to each Extending Lender electing to extend its USD Commitments in such manner and in such amounts as may be agreed by Agent and the Company, in their sole discretion.

If (1) the amount of the Extended HKD Commitments requested by the Company in an Extension Request exceeds the aggregate principal amount of existing HKD Commitments that the Extending Lenders have elected to extend pursuant to such Extension Request, (2) the amount of the Extended USD Commitments requested by the Company in an Extension Request exceeds the aggregate principal amount of existing USD Commitments that the Extending Lenders have elected to extend pursuant to such Extension Request or (3) the Base Currency Amount of the Extended Swing Line Commitment requested by the Company in an Extension Request exceeds the Base Currency Amount of the existing Commitment of the Swing Line Lender that the Swing Line Lender has elected to extend pursuant to such Extension Request (the “Offered Swing Line Extension Amount”), then the Company shall have the right on the last day of any Interest Period following the Extension Request Deadline or on the Termination Date to:

replace any Non-Extending Lender with, and add as “Lenders” or “Swing Line Lender” (as applicable) under this Agreement in place thereof, one or more persons (which (a) may be another Lender, if such Lender so agrees, or (b) may be any other person to whom an assignment would be permitted under this Agreement) (each, an “Additional Commitment Lender”) pursuant to Clause 33.4 (Replacement of a Lender); and / or

add as “Lenders” or “Swing Line Lenders” (as applicable) under this Agreement one or more Additional Commitment Lenders,

Notwithstanding paragraphs (d) to (f) above, if the Swing Line Lender (in its capacity as Swing Line Lender) elects to extend its Commitment pursuant to an Extension Request, then the Company may allocate to the Swing Line Lender an amount of the Extended USD Commitments and/or the Extended HKD Commitments in aggregate up to a maximum Base Currency Amount equal to the Offered Swing Line Extension Amount.

Extension amendment

The Extended Commitments (and the terms thereof) shall be established pursuant to an amendment to this Agreement (the “Extension Amendment”) agreed and entered into between the Company, the Agent, each Extending Lender and (if applicable) each Additional Commitment Lender (but shall not require the agreement or consent of any other Lender), which shall become effective as at the Termination Date.

Notwithstanding any other provision in this Agreement or any other Finance Document, there shall be no condition to any Extension at any time or from time to time other than notice to the Agent of such Extension and the terms of the Extended Commitments (in each case, as set out in the Extension Request) and the execution of the Extension Amendment.

The Agent shall promptly notify each Extending Lender and (if applicable) each Additional Commitment Lender as to the effectiveness of the Extension Amendment and the matters specified therein.

Each Party hereby agrees that this Agreement and each other Finance Document may be amended pursuant to an Extension Amendment, without the consent of any Lender, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Commitments and the Extended Swing Line Commitments incurred pursuant thereto, and (ii) effect such other amendments to this Agreement and the other Finance Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Company, to effect the provisions of this Clause 8 and the Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment.

INTEREST

Calculation of interest

Margin; and

in relation to:

any Term SOFR Loan, Reference Rate and Credit Adjustment Spread;

any USD Swing Line Loan, the USD Swing Line Rate;

any HIBOR Loan, HIBOR; and

any HKD Swing Line Loan, the HKD Swing Line Rate.

Payment of interest

each Loan (other than a Swing Line Loan) on the last day of each Interest Period for that Loan (and, if any Interest Period is longer than three Months, on the dates falling at three-monthly intervals after the first day of that Interest Period); and

each Swing Line Loan on the date such Loan is prepaid or otherwise refunded in accordance with Clause 6.2 (Swing Line Loans).

Default interest

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

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

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

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

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

Notification of rates of interest

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

In respect of any Fallback Interest Payment, the Agent shall promptly upon a Fallback Interest Payment being determinable notify:

the Company of that Fallback Interest Payment; and

each relevant Lender of the proportion of that Fallback Interest Payment which relates to that Lender’s participation in the relevant Loan.

The Agent shall promptly notify the Company of each Funding Rate relating to a Loan.

This Clause 9.4 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

INTEREST PERIODS

Selection of Interest Periods

Subject to Clause 6.2(b) and (c), the Company may select an Interest Period for a Loan in the Utilisation Request for that Loan.

Subject to this Clause 10, the Company may select an Interest Period of 1, 3 or 6 Months or any other period agreed between the Company, the Agent and all the Lenders.

An Interest Period for a Loan shall not extend beyond the Termination Date.

A Loan has one Interest Period only.

The Interest Period for each HIBOR Loan and Term SOFR Loan comprising a Revolving Loan shall be of the same duration.

Non-Business Days

CHANGES TO THE CALCULATION OF INTEREST

Unavailability of Screen Rate

Interpolated Screen Rate: If no Screen Rate is available for HIBOR for the Interest Period of a HIBOR Loan, the applicable HIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that HIBOR Loan.

Reference Bank Rate: If no Screen Rate is available for HIBOR for:

the currency of a HIBOR Loan; or

the Interest Period of a HIBOR Loan and it is not possible to calculate the Interpolated Screen Rate,

Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for the relevant currency or Interest Period there shall be no HIBOR for that HIBOR Loan and Clause 11.4 (Cost of funds) shall apply to that HIBOR Loan for that Interest Period.

Unavailability of Term SOFR

Interpolated Term SOFR: If Term SOFR is not available for the Interest Period of a Term SOFR Loan, the Reference Rate for such Interest Period shall be Interpolated Term SOFR for a period equal in length to the Interest Period of that Term SOFR Loan.

Historic Term SOFR: If paragraph 11.1A(a) above applies but Interpolated Term SOFR is not available for the Interest Period of the relevant Term SOFR Loan, the Reference Rate for such Interest Period shall be Historic Term SOFR for a period equal in length to the Interest Period of that Term SOFR Loan.

Interpolated Historic Term SOFR: If paragraph 11.1A(b) above applies but Historic Term SOFR is not available for the Interest Period of the relevant Term SOFR Loan, the Reference Rate for such Interest Period shall be Interpolated Historic Term SOFR for a period equal in length to the Interest Period of that Term SOFR Loan.

Cost of funds: If paragraph (c) above applies but the Interpolated Historic Term SOFR is not available for the Interest Period of the relevant Term SOFR Loan, there shall be no Reference Rate for that Term SOFR Loan and Clause 11.4 (Cost of funds) shall apply to that Term SOFR Loan for that Interest Period.

Calculation of Reference Bank Rate

Subject to paragraph (b) below, if HIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the

Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

If at the relevant Specified Time, none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

Market disruption

in respect of a Term SOFR Loan, in excess of the Market Disruption Rate; or

in respect of a HIBOR Loan, HIBOR,

Cost of funds

If this Clause 11.4 applies, the rate of interest on each Lender’s share of the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the rate notified to the Agent by that Lender as soon as practicable and in any event within 5 Business Days of the first day of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

If this Clause 11.4 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

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

If this Clause 11.4 applies pursuant to Clause 11.3 (Market disruption) and:

a Lender’s Funding Rate is less than the Market Disruption Rate; or

a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,

If this Clause 11.4 applies pursuant to Clauses 11.1 (Unavailability of Screen Rate) or 11.1A (Unavailability of Term SOFR) but any Lender participating in that relevant Loan does not supply a quotation by the time specified in paragraph (a)(ii) above, the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders participating in that same relevant Loan.

Notification to Company

Break Costs

The Company shall, within five Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Term SOFR Loan, HIBOR Loan or Unpaid Sum being paid by the Company on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

FEES

Commitment fee

Subject to paragraph (c) below, the Company shall pay to the Agent (for the account of each Lender):

a fee in the Base Currency computed at the rate of 0.60 per cent. per annum on that Lender’s Available USD Commitment for the Availability Period; and

a fee in Hong Kong dollars computed at the rate of 0.60 per cent. per annum on that Lender’s Available HKD Commitment for the Availability Period.

The accrued commitment fee is payable:

on the last day of each successive period of three Months which ends during the Availability Period;

on the last day of the relevant Availability Period; and

if a Lender’s Commitment is cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

Upfront fee

Agency fee

TAX GROSS-UP AND INDEMNITIES

Tax definitions

Tax gross-up

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

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

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

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Each Finance Party entitled to payment under an applicable Finance Document which is eligible for an exemption or reduction of the amount of Tax to be withheld on such payment shall, upon the request of the Company, use its reasonable endeavours to co-operate with the Company in completing any

procedural formalities necessary for the Company to obtain authorisation to make that payment without a Tax Deduction.

Paragraph (e) above does not in any way limit the obligations of the Company under the Finance Documents.

Tax indemnity

If any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Company shall, within five Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 13.3 shall not apply:

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

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

to a FATCA Deduction required to be made by a Party;

to a Bank Levy; or

to the extent that any loss, liability or cost is compensated for by an increased payment, reimbursement or indemnity under Clause 13.2(a) (Tax gross-up), 13.5 (Stamp taxes) or 13.6 (Indirect tax).

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

A Finance Party shall, on receiving a payment from the Company under this Clause 13.3, notify the Agent.

Tax credit

If the Company makes a Tax Payment and the relevant Finance Party determines that:

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required (the “Relevant Tax Credit”) and that Finance Party shall use its reasonable endeavours to co-operate with the Company to obtain the Relevant Tax Credit from the relevant tax authority; and

that Finance Party has obtained and utilised that Tax Credit,

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

Stamp taxes

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

within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Finance Document,

Indirect tax

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

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent that the Finance

Party reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.

FATCA information

Subject to paragraph (c) below, each Party shall, within 10 Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

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

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

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

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

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

FATCA Deduction

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes

such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

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

INCREASED COSTS

Increased costs

Subject to Clause 14.3 (Exceptions) the Company shall, within five Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation after the date it became a party to this Agreement or (ii) compliance with any law or regulation made after the date it became a party to this Agreement. The terms “law” and “regulation” in this paragraph (a) shall include any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.

In this Agreement:

“Basel II” means the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004;

“Basel III” means:

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

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

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

“Increased Costs” means:

a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital (including as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by such Finance Party);

an additional or increased cost; or

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

Increased cost claims

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

Each Finance Party (other than the Agent) shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

Exceptions

to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by the Company;

attributable to a FATCA Deduction required to be made by a Party;

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

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;

attributable to the implementation or application of, or compliance with Basel II (but excluding any amendment arising out of Basel III) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates), but only to the extent that such law or regulation has been implemented prior to the date of

this Agreement (or prior to the date on which the relevant Finance Party became a party to this Agreement, if later);

attributable to an assignment or transfer of rights and/or obligations under a Finance Document by or to such Finance Party or its Affiliate, to the extent such Finance Party or its Affiliate knew or ought reasonably to have known at the time that the assignment or transfer would result in the Increased Cost; or

suffered more than 150 days before the relevant Finance Party notifies the Company of the relevant event giving rise to the claim or, if the relevant claim has arisen due to a change in law that is retrospective, suffered more than 150 days before the relevant Finance Party notifies the Company of the implementation of such change in law; or

if the relevant Finance Party does not generally require clients that are comparable in nature and business to the Company to indemnify such Finance Party for comparable Increased Costs.

MITIGATION BY THE LENDERS

Mitigation

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

providing such information as the Company may reasonably request in order to permit the Company to determine its entitlement to claim any exemption or other relief (whether pursuant to a double taxation treaty or otherwise) from any obligation to make a Tax Deduction; and

in relation to any circumstances which arise following the date of this Agreement, transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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

Limitation of liability

The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

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

Conduct of business by the Finance Parties

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

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

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

OTHER INDEMNITIES

Currency indemnity

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

making or filing a claim or proof against the Company; or

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

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

Other indemnities

the occurrence of any Event of Default;

any legal action, legal proceeding, enquiry, investigation, subpoena (or similar order) or litigation with respect to the Company or with respect to the transactions contemplated or financed under this Agreement;

a failure by the Company to pay any amount due under a Finance Document on its due date or in the relevant currency, including any cost, loss or liability arising as a result of Clause 26 (Sharing among the Finance Parties);

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

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Company.

Indemnity to the Agent

investigating any event which it reasonably believes is a Default, provided that if after doing so it is established that the event or matter is not a Default, such cost, loss or liability of investigation shall be for the account of the Lenders;

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

instructing lawyers, accountants, tax advisers or other professional advisers or experts as permitted under this Agreement.

Limitation of liability of the Company

any cost, loss or liability incurred or suffered by any Indemnified Person that:

is determined by a court of competent jurisdiction by a final, non-appealable judgment to have resulted from the gross negligence, bad faith or wilful misconduct of such Indemnified Person (or any of its Affiliates or any of their respective directors, officers, employers, trustees, agents or advisers);

has arisen as result of a claim brought by the Company against such Indemnified Person for material breach of such Indemnified Person’s obligations under the Finance Documents if the Company has obtained a final and non-appealable judgment in its favour or such claim as determined by a court of competent jurisdiction; or

has arisen as result of a proceeding that does not involve an act or omission by the Company or any of its subsidiaries and that is brought by an Indemnified Person against any other Indemnified Person (other than any proceeding brought against any Administrative Party or any

other agent acting on behalf of the Finance Parties in their respective capacities as such); or

any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages incurred or suffered by any Indemnified Person.

COSTS AND EXPENSES

Transaction expenses

the amount of all reasonable costs and expenses (limited, with respect to legal fees, to the reasonable and documented fees, charges and disbursements of lead counsels acting for the Agent, Arrangers and Lenders) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of this Agreement and any other documents referred to in this Agreement, including subscription services for communication purposes between the Company, Agent, Arrangers and Lenders, in each case entered into on or prior to the date of this Agreement, in the amount agreed between the Company and the Administrative Parties prior to the date of this Agreement; and

the amount of all reasonable costs and expenses (limited, with respect to legal fees, to the reasonable and documented legal fees of lead counsels acting for the Agent, Arrangers and Lenders) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution of any other Finance Documents executed after the date of this Agreement, including subscription services for communication purposes between the Company, Agent, Arrangers and Lenders.

Amendment costs

Enforcement costs

REPRESENTATIONS

Status and good standing

It is an exempted company, duly incorporated, validly existing and in good standing under the law of its jurisdiction of incorporation.

It and each other member of the Group has the power to own its assets and carry on its business as it is being conducted except to the extent where failure to do so does not have, or would not reasonably be expected to have, a Material Adverse Effect.

Binding obligations

Non-conflict with other obligations

conflict with any law (including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or regulation applicable to it to an extent which has, or would reasonably be expected to have, a Material Adverse Effect;

conflict with its constitutional documents; or

breach any agreement or instrument binding upon it or any of its assets, in each case to an extent which has, or would reasonably be expected to have, a Material Adverse Effect.

Power and authority

Authorisations

to enable it lawfully to enter into, exercise its rights and comply with its material obligations in the Finance Documents to which it is a party;

to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

Tax

Subsidiaries

As at the date of this Agreement, all of the Subsidiaries of the Company are identified in Schedule 8 (Subsidiaries).

Each Significant Subsidiary is duly incorporated and validly existing under the law of its jurisdiction of incorporation.

No event of default

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

No other event or circumstance is outstanding which constitutes an event of default under any other agreement or instrument which is binding on it or any other member of the Group or to which its assets or the assets of any other member of the Group are subject, in each case, which has, or would reasonably be expected to have, a Material Adverse Effect.

Good title to assets

Liens

No breach of law

No misleading information

Financial statements

Its Original Financial Statements were prepared in all material respects in accordance with IFRS consistently applied save to the extent expressly disclosed in such financial statements.

Its Original Financial Statements fairly present in all material respects its financial condition and operations for the period to which they relate, save to the extent expressly disclosed in such financial statements.

There has been no material adverse change in its business or financial condition since the date of its Original Financial Statements.

Pari passu ranking

No proceedings

So far as it is aware, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started or threatened against it or any other member of the Group which are reasonably likely to be determined adversely to the Company or such other member of the Group and which, if so determined against the Company or such other member of the Group, would have, or would reasonably be expected to have, a Material Adverse Effect.

No judgment or order of a court, arbitral body or agency, which might reasonably be expected to have a Material Adverse Effect, has (so far as it is aware) been made against it or any other member of the Group.

Insolvency

corporate action, legal proceeding or other formal procedure or formal step described in paragraph (a) of Clause 22.7 (Insolvency proceedings); or

creditors’ process described in Clause 22.8 (Creditors’ process),

Environmental

The Company is in compliance with Clause 21.5 (Environmental Compliance) and no circumstances have occurred which would prevent that performance or observation.

So far as it is aware, no Environmental Claim has been started or threatened against it or any other member of the Group, which is reasonably likely to be determined adversely to the Company or such other member of the Group and which, if so determined against the Company or such other member of the Group, would have, or would reasonably be expected to have, a Material Adverse Effect.

Anti-Money Laundering Laws and Sanctions

The operations of any member of the Group are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Agency having jurisdiction over any member of the Group (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Agency, authority or body or any arbitrator involving any member of the Group with respect to any Anti-Money Laundering Laws is, to the best knowledge of the Company, pending or threatened.

No member of the Group nor any of their respective directors, officers, employees or, so far as the Company is aware, their agents, advisors or affiliates:

is a Restricted Party; or

has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

USA PATRIOT Act

Investment Company Act

Margin Regulations

Pensions

The Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the regulations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, in each case where failure to do so has, or would reasonably be excepted to have, a Material Adverse Effect.

Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code is so qualified.

No ERISA Event has occurred or is reasonably expected to occur which has resulted or would be reasonably likely to result in a Material Adverse Effect.

Except to the extent required under Section 4980B of the Code, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates that could reasonably be expected to result in a Material Adverse Effect.

As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed US$50,000,000.

As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, does not exceed US$50,000,000.

Repetition

INFORMATION UNDERTAKINGS

Financial statements

Subject to paragraph (b) below, the Company shall supply to the Agent in sufficient copies for all the Lenders:

as soon as the same become available, but in any event within 90 days after the end of each of its financial years, its audited consolidated financial statements for that financial year; and

as soon as the same become available, but in any event within 50 days after the end of each Financial Quarter, its unaudited financial statements (in substantially the form set out in Schedule 10, or such other form as agreed between the Agent and the Company) for that Financial Quarter.

If the financial statements referred to in paragraph (a) above are publicly available on the Company’s, Hong Kong Stock Exchange’s or Securities and Exchange Commission’s website within the time periods specified in paragraph (a) above, then the Company’s obligations set out in paragraph (a) above shall be deemed to be satisfied.

Compliance Certificate

Requirements as to financial statements

Each set of financial statements delivered by the Company pursuant to Clause 19.1(a) (Financial statements) shall be certified by at least one director, the chief financial officer, the chief executive officer or a senior vice president – finance or similar authorised officer, in each case, of the Company, without personal liability, as fairly representing in all material respects its financial condition as at the date as at which those financial statements were drawn up.

The Company shall procure that each set of financial statements delivered pursuant to Clause 19.1(a) (Financial statements) is prepared using IFRS in all material respects, save to the extent expressly disclosed in such financial statements.

Environmental Claims

Information: miscellaneous

all documents dispatched by the Company to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened (in writing) or pending against any member of the Group, and which might reasonably be expected to have a Material Adverse Effect;

promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member of the Group, and which might reasonably be expected to have a Material Adverse Effect;

promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Agent) may reasonably request;

promptly, notice of any change in authorised signatories of the Company, such notice to be signed by a director or company secretary of the Company and to be accompanied by specimen signatures of any new authorised signatories; and

promptly upon written request by a Finance Party (acting through the Agent), all information to that Finance Party which that Finance Party may reasonably require in respect of any member of the Group in order to manage its money-laundering and terrorist-financing risks or to comply with any applicable Anti-Money Laundering Laws,

USA PATRIOT Act

The Agent and each Lender hereby notify the Company, that pursuant to the requirements of the USA PATRIOT Act, it and each Lender is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow each Lender or the Agent, as applicable, to identify the Company in accordance with the USA PATRIOT Act.