Common use of Facility Clause in Contracts

Facility. 1.1 The Lender agrees to provide the Borrower a long term loan of RMB 50,000, (hereinafter referred to as the “Facility”) in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.

Facility. 1.1 The Lender agrees to provide the Borrower a long term loan of RMB 50,000, 5,000,000 (hereinafter referred to as the “Facility”) in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. . 1.7 The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf. 1.8 The interest of the Facility When the Borrower transfers its equity interest in the Borrower Company to the Lender or to the person appointed by the Lender, if the transfer price is equal to or lower than the principal of the Facility under this Agreement, the Facility shall be deemed as a loan without interest. However, if the transfer price is higher than the principal of the loan under this Agreement, the part exceeding the principal shall be deemed as the interest of the Facility under this Agreement and shall be repaid by the Borrower to the Lender.

Facility. 1.1 Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The Lender agrees willingness of Prudential to provide the Borrower a long term loan consider such purchase of RMB 50,000, (hereinafter referred to as Shelf Notes is herein called the “Facility”. At any time, (i) in accordance with $300,000,000, minus (ii) the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be extended upon the agreement aggregate principal amount of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business Notes then outstanding and the relevant authority has commenced to examine all other notes issued and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender sold under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in agreement by Holdings, the Borrower Company or any Subsidiary and held by Prudential or any Prudential Affiliate which are then outstanding, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to any other third party without obtaining such time, is herein called the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the “Available Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE. Notwithstanding anything to the Lender or contrary appearing herein, in no event shall any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall Note be used to repay purchased under the Facility by a Prudential Affiliate described in clause (i) of the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 The Lender definition thereof if, upon giving effect to such purchase and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permissionuse of proceeds thereof, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or aggregate principal amount of all Notes and any other notes of the Borrower Equity Company then outstanding and held by all Prudential Affiliates described in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalfsuch clause, would exceed $250,000,000.

Facility. 1.1 The Lender agrees to provide the Borrower a long term loan of RMB 50,000450,000, (hereinafter referred to as the “Facility”) in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 1.3 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.

Facility. 1.1 The 2.1.1 (a) Subject to the terms and conditions of this Agreement, the Initial Lender agrees (and any other Term A Lenders party hereto on the Closing Date or thereafter pursuant to provide an Assignment and Assumption Agreement), severally and not jointly or jointly and severally, and in accordance with their Pro Rata Share of the Borrower Maximum Term A Loan Amount and the Maximum Monthly Borrowing Amount (as defined below), hereby establishes in favour of the Borrower, a long term loan of RMB 50,000, non-revolving credit facility as described in this Section 2.1.1(a) (hereinafter referred to as the “Term A Facility”) for the period from and after the Closing Date to and until the Final Availability Date, and agrees to make Term A Loans available to the Borrower under the Facility during such period; it being further agreed that: (i) $1.0 million of indebtedness already incurred by the Borrower under Section 2.1.3 of the Original Credit Agreement (i.e., the 2018 Advance) shall, as and from the Closing Date, be treated as already having been extended to the Borrower as a Term A Loan hereunder, with such amount being considered to have been advanced to the Borrower for month of March 2018, as shown in the right hand column of the table below in this Section 2.1.1(a) (the “Table”); (ii) the aggregate principal amount of all Term A Loans outstanding under the Term A Facility (inclusive of the amount referred to in clause (i) above) shall not at any time exceed US$7,500,000 (disregarding capitalized interest), as such amount may be adjusted in accordance with this Section (the conditions “Maximum Term A Loan Amount”); (iii) the maximum principal amount that the Borrower shall be permitted to borrow under the Term A Facility in any month during the period between March 1, 2018 and provisions December 31, 2018 (inclusive) (the “Borrowing Period”), and not beyond, shall be the Maximum Monthly Borrowing Amount set forth for such month in the right hand column of the Table (each, a “Maximum Monthly Borrowing Amount”); (iv) advances to be made in respect of any particular month shown in the Table during the Borrowing Period shall be made in compliance with Section 2.3 of this Agreement. The term of this Facility will be 10 years and shall be extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2v) The the Borrower shall not be entitled to make any borrowing in respect of any particular month in the Table if the Borrower is leaves its office unable to satisfy the Required Term A Lenders, acting in or is dismissed their sole discretion, including by the Lender or its affiliatesprovision to the Term A Lenders of such monthly financial information as the Required Term A Lenders shall require, that the Operating Profit for the immediately preceding month exceeded the Minimum Operating Profit shown for such preceding month in the Table; (3vi) The if the Borrower commits crime is not permitted to make any borrowing in respect of any particular month shown in the Table, or if it is involved permitted to make a borrowing in crimerespect of such month and does not do so or only makes a borrowing of a lesser amount than the Maximum Monthly Borrowing Amount for such month, it may not carryforward such unused monthly availability to any succeeding month, and the Maximum Term A Loan Amount shall be forever reduced by the lesser of (x) the Maximum Monthly Borrowing Amount for such month, if no amount was borrowed for such month, and (y) the principal amount not borrowed for such month, if only a partial borrowing is made, unless the Required Term A Lenders otherwise agree in writing; (4vii) Any third party claims against any monthly Operating Profit earned in a particular month in excess of the Minimum Operating Profit shown for such month shown in the Table may not be carried forward or otherwise added to Operating Profit for any succeeding month for the purposes of satisfying the conditions in this Section 2.1.1(a), unless the Required Term A Lenders otherwise agree in writing; February 2018 Satisfied Not Applicable March 2018 $ (29,289 ) $1,000,000 (the 2018 Advance already advanced) April 2018 $ (246,499 ) $ 2,000,000 May 2018 $ 5,337 $ 1,200,000 June 2018 $ 5,337 $ 1,300,000 July 2018 $ (5,520 ) $ 0.00 August 2018 $ (5,520 ) $ 1,500,000 September 2018 Not Applicable $ 500,000 (viii) as of and from the date of each advance of a Term A Loan, interest shall, unless and until the Required Term A Lenders advise the Borrower for a debt by written notice otherwise, be capitalized annually and the same shall be added to the principal amount of the Term A Facility outstanding at the end of each calendar year, whereafter interest shall thereafter be paid on (x) the aggregate principal amount of the Term A Loans, and (y) such interest as so capitalized, in accordance with the amount exceeding RMB500,000this Agreement; and (5ix) Subject if, at any time prior to the laws Final Availability Date, any Obligor receives, directly or indirectly, any amount from any of Mxxxxxxx Corporation, Quincy Media, Inc. or Cordillera Communications (individually, a “Creditor Party” and collectively the “Creditor Parties”) for the early termination of any contractual arrangement between the Obligors and any Creditor Party, or for any reason other than the payment of fees pursuant to the existing contractual relationship between them, then the Borrower will immediately notify the Lenders and the Maximum Term A Loan Amount shall be reduced by the amount so received; provided further that (i) the Required Term A Lenders shall be entitled to reduce any Maximum Monthly Borrowing Amount set out in the Table to reflect such reduction; and (ii) if such receipt is for an amount in excess of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by then remaining principal amount that the Borrower within 7 days after receiving a written notice is then entitled to use borrow under this Facility from the Borrower. SimultaneouslySection 2.1.1(a), the Borrower shall provide the Lender with shall, within two Business Days of such receipt thereof, make a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all prepayment of the Borrower Equity Term A Loans in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney amount equal to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalfsuch excess.

Facility. 1.1 (a) Sims and any Borrower can draw an Advance under the Facility on any Business Day. (b) If a Borrower wants a drawdown, it agrees to give a Drawdown Notice to the Lender by fax (with original to follow promptly): (i) for a drawing in Australian dollars, by 10.00 am (Sydney time) on the second Business Day before the Business Day it wants the drawdown at the Sydney Branch; or (ii) for a drawing in an Available Currency other than Australian dollars, by 10.00 am (Sydney time) on the third Business Day before the Business Day it wants the drawdown at the Lender’s Offshore Banking Unit. (c) A Drawdown Notice is effective when the Lender actually receives it in legible form. An effective Drawdown Notice is irrevocable. (d) The Lender agrees Commitment may be drawn down by Advances in the following currencies: (i) Australian dollars; (ii) US dollars; (iii) Pounds Sterling; (iv) Euros; (v) SGD; (vi) CAD; or (vii) subject to availability, another Available Currency. (e) The Original Amount of all outstanding Advances together with the Original Amount of any requested Advance must not exceed the Commitment. (f) Advances in Australian dollars will be made by the Sydney Branch. (g) Advances in Available Currencies other than Australian dollars will be made by: (i) the Lender’s Offshore Banking Unit at the Lender’s absolute discretion, but only if the Borrower of the relevant Advance is not a resident of Australia for Tax purposes and also not acting through a permanent establishment in Australia; or (ii) in the case where the Offshore Banking Unit does not wish to provide the Borrower a long term loan of RMB 50,000, (hereinafter referred to as the “Facility”) in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunderrelevant Advance: (1A) The Borrower dies or becomes a person with no or limited capacity the Sydney Branch, in the case of civil conductdrawings in GBP; (2B) The Borrower is leaves its office the Sydney Branch in or is dismissed the case of drawings in euro; (C) the Sydney Branch in the case of drawings in USD; or (D) in respect of any other Available Currency, the branch of the Lender, notified by the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against from time to time, unless the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successorotherwise. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.

Facility. 1.1 Upon the terms and subject to the conditions set forth herein and in the other Transaction Documents prior to the Termination Date, (x) the Transferor may, at its option, convey, transfer and assign to each CP Conduit Purchaser (prior to the occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser) or to the Committed Purchaser with respect to such CP Conduit Purchaser and (y) each CP Conduit Purchaser may, at its option (prior to the occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP Conduit Purchaser), and the Committed Purchaser with respect to such CP Conduit Purchaser shall, accept such conveyance, transfer and assignment from the Transferor of, without recourse except as provided herein, undivided percentage ownership interests in the Receivables, together with Related Security, Collections and Proceeds with respect thereto, from time to time. Such purchases by the CP Conduit Purchasers and the Committed Purchasers from the Transferor shall be made in accordance with their respective Pro Rata Shares. By accepting any conveyance, transfer and assignment hereunder, none of the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents or the Administrative Agent assumes or shall have any obligations or liability under any of the Contracts, all of which shall remain the obligations and liabilities of the Sellers. The Lender agrees Committed Purchasers' several obligations to make purchases from the Transferor hereunder shall terminate on the Termination Date. Notwithstanding anything to the contrary contained herein or in the other Transaction Documents, no Committed Purchaser shall be obligated to provide the Borrower a long term loan Transferor with funds in an amount that would exceed such Committed Purchaser's unused Commitment then in effect, and the failure of RMB 50,000, (hereinafter referred any Committed Purchaser to as the “Facility”) in accordance with the conditions and provisions make its Pro Rata Share of this Agreement. The term of this Facility will be 10 years and shall be extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject such purchase available to the laws of the People’s Republic of China Transferor (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural personterms and conditions set forth herein) to purchase part or all shall not relieve any other Committed Purchaser of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalfobligations hereunder.

Facility. 1.1 The 2.1.1 Subject to the terms and conditions of this Agreement, the Lender agrees to provide establishes in favour of the Borrower a long term loan of RMB 50,000, non-revolving credit facility as described in this Section 2.1 (hereinafter referred to as the “Facility”) for the period from and after the Closing Date until the Maturity Date, and agrees to make Loans available to the Borrower under the Facility, provided that the sum of all Loans outstanding under the Facility will not at any time exceed US$14,500,000 (subject to Section 2.1.3, the “Maximum Amount”); 2.1.2 Within the limits and restrictions set out in Section 2.1.1, the principal amount outstanding to the Lender under the Facility may not revolve but the Borrower may repay Loans in full or in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder:terms hereof without penalty. (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) 2.1.3 Subject to the laws consent of the People’s Republic Lender, at its sole discretion, if the Borrower requires further loans for working capital or general operating requirements, it may request from time to time on not less than thirty (30) Business Days written notice, that the Maximum Amount be increased by minimum increments of China US$500,000 up to an aggregate amount of US$1,500,000. Such requests once delivered shall be irrevocable. No such request may be delivered later than ninety (hereinafter referred 90) days prior the Maturity Date. If the Lender agrees, in its sole discretion, to as an increase in the “PRC”)Maximum Amount, foreign investors are allowed to invest it shall so advise the Borrower in value-added telecommunication business writing and the relevant authority Borrower and the Lender shall agree on the date or dates on which further Loans shall be made (which shall be in the full amount of the agreed upon increase to the Maximum Amount). If the Lender does not advise the Borrower in writing within fifteen (15) Business Days that it has commenced agreed to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent an increase in Article 2 are satisfiedthe Maximum Amount, the Lender shall remit this Facility in one-off payment be deemed to have refused such increase and the Maximum Amount shall remain unchanged. If any Event of Default or Default shall have occurred, no increase to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause Maximum Amount shall be applied available. For certainty, no amounts repaid may be reborrowed pursuant to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.Section

Facility. 1.1 The 2.1. Subject to the terms and conditions hereinafter set forth, the Lender agrees to provide the Borrower a long term loan of RMB 50,000, (hereinafter referred to as the “Facility”) in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, from the Lender the Facility A and hereby acknowledges and warrants that, this the Facility B as from the Effective Date. 2.2. This Agreement shall be effective as of the Effective Date. 2.3. The Borrower shall procure that the proceeds under each Facility are used for general corporate purposes including the purpose making of providing funds for acquisitions and settlement of part of the acquisition price of Stock Spirits Group Plc. 2.4. The Borrower may request one or more Advance(s) in an amount approved by the Lender at the time of the Advance, such Advance(s), if approved, to be made available at the earliest three (3) Business Days following the Borrower’s request unless otherwise agreed by the Parties. 2.5. The Parties agree that Schedule 1 hereto shall indicate the initial Advance(s) made under each Facility on the relevant initial Drawdown Date. Any future Advance(s) made by the Lender to the Borrower Company’s business development only and not or repayments (in full or in part) of Facilities by the Borrower to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest Lender shall be indicated in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the LenderLoan Ledger. 1.4 2.6. The Parties agree that the Loan Ledger shall be provided to the Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall Representative for each Interest Period or more frequently as may be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties or as requested by any Party from time to time. 2.7. Except in relation to a Facility Increase which requires the express consent of the Lender pursuant to clause 3.3, the Parties acknowledge and agree that this Agreement may be amended or supplemented by virtue of the entries made in the Loan Ledger and with effect as at any the date set out therein, in particular, in respect of terms in relation to which this Agreement provides that the Parties may agree otherwise from time to time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated Loan Ledger provided by the Lender Representative pursuant to exercise all clause 2.6 shall constitute conclusive evidence (absent any manifest error) of the shareholder rights amended or supplemented terms of this Agreement subject however to clause 2.8. The Loan Ledger does not need to be appended to this Agreement nor signed by the Parties in order to be effective and this Agreement does not need to be re-signed in order to implement the terms of the relevant Loan Ledger. 2.8. The Borrower may, within a period of five (5) Business Days of delivery of the Loan Ledger, present observations in respect of the entries made in the Borrower Company on its behalfLoan Ledger, in which case the Parties shall discuss in good faith whether any changes need to be made to the Loan Ledger to address such observations.

Facility. 1.1 The 2.1.1 Subject to the terms and conditions of this Agreement, the Lender agrees to provide establishes in favour of the Borrower a long term loan of RMB 50,000, non-revolving credit facility as described in this Section 2.1 (hereinafter referred to as the “Facility”) for the period from and after the Closing Date until the Maturity Date, and agrees to make Loans available to the Borrower under the Facility, provided that the sum of all Loans outstanding under the Facility will not at any time exceed US$14,500,000 (subject to Section 2.1.3, the “Maximum Amount”); 2.1.2 Within the limits and restrictions set out in Section 2.1.1, the principal amount outstanding to the Lender under the Facility may not revolve but the Borrower may repay Loans in full or in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder:terms hereof without penalty. (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) 2.1.3 Subject to the laws consent of the People’s Republic Lender, at its sole discretion, if the Borrower requires further loans for working capital or general operating requirements, it may request from time to time on not less than thirty (30) Business Days written notice, that the Maximum Amount be increased by minimum increments of China US$500,000 up to an aggregate amount of US$1,500,000. Such requests once delivered shall be irrevocable. No such request may be delivered later than ninety (hereinafter referred 90) days prior the Maturity Date. If the Lender agrees, in its sole discretion, to as an increase in the “PRC”)Maximum Amount, foreign investors are allowed to invest it shall so advise the Borrower in value-added telecommunication business writing and the relevant authority Borrower and the Lender shall agree on the date or dates on which further Loans shall be made (which shall be in the full amount of the agreed upon increase to the Maximum Amount). If the Lender does not advise the Borrower in writing within fifteen (15) Business Days that it has commenced agreed to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent an increase in Article 2 are satisfiedthe Maximum Amount, the Lender shall remit this Facility in one-off payment be deemed to have refused such increase and the Maximum Amount shall remain unchanged. If any Event of Default or Default shall have occurred, no increase to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause Maximum Amount shall be applied available. For certainty, no amounts repaid may be reborrowed pursuant to the Borrower and the Third Party Designated by the Lender other than its assignee or successorthis Section. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.

Facility. 1.1 2.1 On the Closing Date (simultaneously with the completion of the issue of the Notes), the Subordinated Lender will advance to the Issuer: (i) by paying to the Issuer to the credit of the Transaction Account, £19,000,000, being an amount equal to 1.90% of the aggregate GBP Equivalent Principal Amount Outstanding of the Notes as at the Closing Date (to be credited to the First Loss Ledger) which will be applied by the Issuer in establishing a contingency fund (the “First Loss Fund”) to be applied in making certain payments and provisions as set out in the Deed of Charge and the Administration Agreement; and (ii) such further amount (if any) as is necessary to achieve the initial ratings of the Notes. 2.2 The Subordinated Lender agrees will advance to provide the Borrower Issuer further amounts upon the terms and subject to the conditions hereof if, and to the extent that, the Issuer does not have sufficient Available Redemption Funds, to enable the Issuer to make any Mandatory Further Advances which it is required to make pursuant to the terms of the relevant Mortgages and in accordance with Clause 9.3.3(b) of the Administration Agreement, subject to the provisions of Clause 7. 2.3 The Subordinated Lender will advance to the Issuer further amounts upon the terms and subject to the conditions hereof, if and to the extent that, the Issuer does not have sufficient funds on any Interest Payment Date to pay any Hedge Provider Subordinated Amounts payable on such Interest Payment Date, pursuant to item (ii) of Clause 6.1.2(h) of the Deed of Charge. The amount which the Subordinated Lender will be obliged to advance to the Issuer will be an amount equal to the unpaid portion of such Hedge Provider Subordinated Amounts and such amount shall be paid directly to the Hedge Provider in accordance with clause 4.11.3 of the Administration Agreement. 2.4 The Subordinated Lender will advance to the Issuer further amounts upon the terms and subject to the conditions hereof, if and to the extent that the Issuer or the Administrator on the Issuer's behalf waives any right to any Prepayment Charges in amounts equal to the relevant Waived Prepayment Charge Amounts (as defined in the Administration Agreement). 2.5 The Subordinated Lender may, but shall not be obliged to, advance to the Issuer further amounts upon the terms and subject to the conditions hereof: 2.5.1 if, and to the extent that the Issuer does not have sufficient Available Redemption Funds to enable the Issuer to make Discretionary Further Advances which it is entitled to make pursuant to the terms of the relevant Mortgages; 2.5.2 without prejudice to the provisions of Clause 2.2 above, to enable the Issuer to make any Mandatory Further Advances if and to the extent that the Issuer so opts instead of using Available Redemption Funds which would otherwise be applied in making such Mandatory Further Advances. 2.6 The Subordinated Lender may, but shall not be obliged to, advance further amounts to the Issuer upon the terms and subject to the conditions hereof to enable the Issuer to establish or increase a long shortfall fund to meet, among other things, shortfalls arising from the difference between the interest rate on the Mortgages and the interest rate on the Notes or to purchase, on the Closing Date or any Further Purchase Date or on conversion of a Mortgage, Caps or other hedging arrangements (and any related guarantees, as may be required pursuant to the Administration Agreement) to hedge the Issuer’s interest rate exposure upon acquisition of, or conversion of any Mortgage into, a Fixed Rate Mortgage or Capped Rate Mortgage, subject to the provisions of Clause 2.8.1 below and of Clause 7. 2.7 The Subordinated Lender will advance further amounts to the Issuer upon the terms and subject to the conditions hereof to enable the Issuer to pay that part of the purchase price for the Non-Verified Mortgages represented by Unamortised Cashbacks and Discounts (as such term loan is defined in the Mortgage Sale Agreement). 2.8 The Subordinated Lender may, but shall not be obliged to, advance to the Issuer further amounts upon the terms and subject to the conditions hereof: 2.8.1 if, and to the extent that, at any time there is a balance of RMB 50,000less than zero on the Principal Deficiency Ledger, in an amount sufficient to restore any such debit balance to zero and thus enable the Issuer (hereinafter referred subject to the other conditions applicable to the making of Discretionary Further Advances) to make any Discretionary Further Advances; 2.8.2 if, and to the extent that, at any time the amount of the First Loss Fund is less than the Required Amount, in an amount sufficient, when such amount is credited to the First Loss Ledger, to replenish the First Loss Fund to the Required Amount and thus enable the Issuer (subject to the other conditions applicable to the making of Discretionary Further Advances) to make any Discretionary Further Advances; and/or 2.8.3 to enable the Issuer to make any Discretionary Further Advances when the restrictions set out in clause 9.6.1, 9.6.2, 9.6.3, 9.6.4 or 9.6.6 of the Administration Agreement apply. 2.9 The Subordinated Lender and/or any other company (within the charge to corporation tax) may, but shall not be obliged to, from time to time make advances to the Issuer in such sums, and the Issuer may borrow the same, upon such terms and subject to such conditions (subject to the provisions of this Agreement) as the “Facility”Subordinated Lender and/or such other company (within the charge to corporation tax) (as the case may be) and the Issuer may from time to time agree, subject, however, to the provisions of Clause 2.10 and of Clause 7. 2.10 Where any advance is to be made to the Issuer by any Lender (other than the Subordinated Lender) in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and Clauses 2.5, 2.6, 2.8 or 2.9 it shall be extended upon evidenced by an agreement in the agreement form of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed Appendix hereto duly completed and signed by the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business Issuer and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.

Facility. 1.1 The Pursuant to the terms and conditions under the Loan Agreement, the Lender agrees to provide make available to the Borrower a long term loan Facility of RMB 50,000, (hereinafter referred to as the “Facility”) in accordance with the conditions and provisions of this AgreementRMB16,000,000. The term of this the Facility will be is 10 years years, and shall can be extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunderthereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliatesaffiliate; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the an amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges agrees and warrants that, this Facility shall be used for the purpose of providing funds for funding the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 1.3 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the LenderLender and cause the third party to transfer all the Borrower Equity to the Lender or any third party designated by the Lender (legal person or natural person). 1.5 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this the Agreement shall be terminated at the same time. 1.6 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled but without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder shareholder’s rights in the Borrower Company on its behalf.

Facility. 1.1 Financing tranches may be made matters continue to be in accordan understandings and expectations on which which are laid out in this FFA. This FFA does not constitute a legal oblig request any financing. India has the right no under the Facility. India also has the right uncommitted portion of the Facility. India and ADB may exercise their resp Facility or any uncommitted portion thereo its right to refuse a financing request, by g effect to the other parties. The Lender agrees written explanation for the cancellation or refus cancellation, specify the date on which th ADB may cancel the facility or reject a fina is a material noncompliance with ADB po or there are undue delays in the submission or the implementation of the investment p Financing Plan The financing plan for TNUFIP is xxxxxx Financing Source available by A ce with the Facility ation on the pa t to request at any time ective rights f, and ADB iving written no notice wilal and, in the e cancellation ncing reque licies or FFAof the financ rogram. ized below. Total ($ million) DB provided the general is based and rt of India to any financing to cancel any to cancel the may exercise xxxx to such l provide an case of a takes effect. st when there undertakings; ing requests Share (%) of Total Asian Development Bank 502.0 39.6 - Asian Clean Energy Fund (grant) 2.0 Financing Terms ADB will provide loans and administer cofinancing to finance subprojects and components under the Facility, as and when they are ready for financing, provided, India follows the understandings hereunder, and the components and subprojects are in line with those same understandings. Each loan will constitute a tranche. Each tranche may be financed under terms different from the financing terms of previous or subsequent tranches. The choice of financing terms will depend on the project, capital market conditions, and ADB’s financing policies, all prevailing on the date of signing the legal agreement for such tranche. Tranches may be provided in sequence or simultaneously, and some may overlap in time with each other. Commitment charges are not payable on the Facility. They are payable only on financing actually committed by ADB as a loan. ADB rules on commitment charges, which are in effect when the legal agreements are signed for a tranche, will apply with respect to such tranche. Amount The maximum financing amount available under the Facility is five hundred and two million US dollars ($502,000,000). It will be provided in three individual tranches (Table 3–Financing Plan) from ADB’s ordinary capital resources and Asian Clean Energy Fund (grant) in the following manner: Loans: $500,000,000 Asian Clean Energy Fund: $2,000,000 A transaction technical assistance administered by ADB amounting $1.0 million will be financed on a grant basis by ADB’s Technical Assistance Special Fund (TASF-Others). Availability Period The closing date of any tranche will be on or before 30 June 2026. The last Periodic Financing Request (PFR) is expected no later than 31 December 2022. Terms and Conditions India will provide the proceeds of each tranche to the state, and cause these to be applied by the state to the financing of expenditures of the Road Map and investment program in accordance with conditions set forth in this Agreement and the legal agreements for each tranche. Execution The executing agency for the Investment Program will be the state’s Municipal Administration and Water Supply Department (MAWS), acting through the Tamil Nadu Urban Infrastructure Financial Services Limited (TNUIFSL). The executing agency will implement the Investment Program in accordance with principles set forth in Schedule 1 to this Agreement, as supplemented with more details in the legal agreements for each tranche. Periodic Financing Request India may request, and ADB may agree, to provide loans or administer cofinancing under the Borrower Facility to finance the Investment Program and its related components and subprojects upon the submission of a long term loan PFR. Each PFR should be submitted by India and confirmed by ADB. India will make available to the state and through the state to the implementing agencies, the proceeds of RMB 50,000, (hereinafter referred to as the “Facility”) tranche in accordance with the conditions related PFR, and provisions legal agreements for the tranche. Each individual tranche will be for an amount of this Agreementno less than sixty million US dollars ($60 million) or its equivalent. ADB will review the PFR(s) and, if found satisfactory, prepare the related legal agreements. The term components and subprojects for which financing is being requested under a PFR will be subject to the selection criteria set out in Schedule 4 hereto, satisfactory due diligence, and preparation of this relevant safeguards and fiduciary frameworks and other documents. The Facility will be 10 years implemented in accordance with the general framework set out in Schedule 3 to this FFA and shall be extended upon the agreement Facility Administration Manual agreed between India and ADB. Until notice is otherwise given by India, the Secretary, Additional Secretary, Joint Secretary, Director, or Deputy Secretary in the Department of Economic Affairs of the Parties. If any Ministry of Finance of the following events occurs, maturity Government of India are designated as authorized representative of India for the purposes of executing PFRs. General Implementation Framework The facility will be implemented in accordance with the general framework set out in Schedule 3 hereto. Procedures The tranches to be provided under the Facility will be accelerated before expiry subject to following procedures and undertakings: (i) India will have notified ADB of forthcoming PFR at least 15 days in advance of the Loan Agreement or submission of the PFR; (ii) India will have submitted a PFR in the format agreed with ADB; (iii) ADB may in its sole discretion, with reasons provided, decline to authorize the negotiation and execution of any extended term hereunder: legal document for a loan; and (1iv) The Borrower dies or becomes a person with no or limited capacity If ADB confirms acceptance of civil conduct; (2) The Borrower is leaves its office in or is dismissed the PFR, the legal agreements will be negotiated and executed by the Lender parties. PFR Information The PFR will be substantially in the form attached hereto, and will contain the following details: (i) Loan, grant, or its affiliates; cofinancing amount; (3ii) The Borrower commits crime Description of subprojects and institutional capacity development and implementation support to be financed; (iii) Cost estimates and financing plan; (iv) Implementation arrangements specific to the subprojects and components; (v) Confirmation of the continuing validity of and adherence to the understanding in this Agreement; (vi) Confirmation of compliance with the provisions under previous Loan Agreement(s) and Project Agreement(s), as appropriate; and (vii) Other information as may be required under the Facility Administration Manual, or is involved reasonably requested by ADB. Safeguards3 Attached as Schedule 5 are references to the Safeguard Frameworks that will be complied with during the implementation of the Facility. ADB’s Safeguard Policies in crime; (4) Any third party claims against effect as of the Borrower date of signing of legal agreements for a debt tranche will be applied with the amount exceeding RMB500,000; and (5) Subject respect to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business components and the relevant authority has commenced to examine and approve subprojects financed under such investmentfinancing tranche. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.

Facility. 1.1 The (a) On the terms and subject to the conditions set forth in this Agreement, each Noncommitted Lender agrees may, in its sole discretion, make loans (to provide the extent of its Available Purchase Amount) to the Borrower (each loan made pursuant to this Section 2.1(a), a long term "Facility A Advance") on a -------------- ------------------ revolving basis from time to time during the period commencing on the Effective Date and ending on the Facility Termination Date, in each case in such amounts as may be requested by the Borrower pursuant to Section 2.2. ----------- If on any day there shall be more than one Noncommitted Lender, any Facility A Advance requested by the Borrower on such day shall be allocated among the Noncommitted Lenders pro rata on the basis of their respective --- ---- Noncommitted (a) is herein called "Facility -------------- -------- A". The aggregate principal amount of all Facility A Advances at any time -- outstanding hereunder shall not exceed the lesser of (i) the Facility A Limit and (ii) the Facility A Borrowing Base. (b) On the terms and subject to the conditions set forth in this Agreement, each Noncommitted Lender may, in its sole discretion, make loans (to the extent of its Available Purchase Amount) to the Borrower (each loan made pursuant to this Section 2.1(b), a "Facility B Advance") on a -------------- ------------------ revolving basis from time to time during the period commencing on the Effective Date and ending on the Facility Termination Date, in each case in such amounts as may be requested by the Borrower pursuant to Section 2.2. ----------- If on any day there shall be more than one Noncommitted Lender, any Facility B Advance requested by the Borrower on such day shall be allocated among the Noncommitted Lenders pro rata on the basis of RMB 50,000their respective --- ---- Noncommitted Percentages and each Noncommitted Lender may, in its sole and absolute discretion, determine whether to make a Facility B Advance in its allocated amount. If a Noncommitted Lender elects not to make a requested Facility B Advance, each of the Committed Lenders with respect to such Noncommitted Lender shall make Facility B Advances (hereinafter referred in an aggregate amount equal to as the “Facility”requested Facility B Advance) to the Borrower (to the extent of the unutilized Commitment of each such Committed Lender and pro rata --- ---- among such Committed Lenders in accordance with their respective Adjusted Commitment Percentages) on a revolving basis from time to time during the conditions period commencing on the Effective Date and provisions ending on the Facility Termination Date. The lending arrangement made available to the Borrower pursuant to the preceding sentences of this AgreementSection 2.1(b) is herein called -------------- "Facility B". The term aggregate principal amount of this all Facility will be 10 years and B Advances at ----------- any time outstanding hereunder shall be extended upon not exceed the agreement lesser of the Parties. If any of the following events occurs, maturity of (i) the Facility will be accelerated before expiry of B Limit and (ii) the Loan Agreement or any extended term hereunder:Facility B Borrowing Base. (1c) The Borrower dies Notwithstanding the foregoing, under no circumstances shall any Lender make any Advance if after giving effect thereto the aggregate outstanding principal balance of (x) all Advances would exceed the Facility Limit then in effect or becomes (y) all Advances owing to such Lender would exceed (i) if such Lender is a person with no Noncommitted Lender, its Maximum Purchase Amount or limited capacity of civil conduct;(ii) if such Lender is a Committed Lender, its applicable Commitment. (2d) The Borrower is leaves its office in or is dismissed by Within the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws limits of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business Facility A and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. SimultaneouslyB, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender may borrow, prepay and reborrow Advances under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any timeSection 2.1. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.-----------

Facility. 1.1 The Lender agrees to provide the Borrower a long term loan of RMB 50,000, RMB10,000,000 (hereinafter referred to as the “Facility”) in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be automatically extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliatesaffiliate; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender Borrower with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s Company business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this the Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.

Facility. 1.1 The Lender agrees to provide the Borrower a long term loan of RMB 50,000, (hereinafter referred to as the “Facility”) RMB20,000,000 in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be automatically extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender Lahiji Vale Limited or its affiliatesaffiliate; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender Borrower with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender Lahiji Vale Limited or any third party (legal person or natural person) designated by the LenderLahiji Vale Limited. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender Lahiji Vale Limited in accordance with this the Master Loan Agreement and this the Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender Lahiji Vale Limited to exercise all the shareholder rights in the Borrower Company on its behalf.

Facility. 1.1 The Lender agrees to provide the Borrower a long term loan of RMB 50,000, RMB9,000,000 (hereinafter referred to as the “Facility”) in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be automatically extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliatesaffiliate; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender Borrower with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development and transfer the Loan to any third party designated by the Lender with the principal amount designated by the Lender only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the LenderLender and cause the third party to transfer all the Equity to the Lender or any third party designated by the Lender (legal person or natural person). 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this the Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.

Facility. 1.1 The Lender agrees to provide the Borrower a long term loan of RMB 50,000, RMB1,800,000 (hereinafter referred to as the “Facility”) in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be automatically extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender Lahiji Vale Limited or its affiliatesaffiliate; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender Borrower with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender Lahiji Vale Limited or any third party (legal person or natural person) designated by the LenderLahiji Vale Limited. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender Lahiji Vale Limited in accordance with this the Master Loan Agreement and this the Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender Lahiji Vale Limited to exercise all the shareholder rights in the Borrower Company on its behalf. 1.7 The interest of the Facility When the Borrower transfers its equity interest in the Borrower Company to Lahiji Vale Limited or to the person appointed by Lahiji Vale Limited, if the transfer price is equal to or lower than the principal of the Facility under this Agreement or the Master Loan Agreement, the Facility shall be deemed as a loan without interest. However, if the transfer price is higher than the principal of the loan under this Agreement and the Master Loan Agreement, the part exceeding the principal shall be deemed as the interest of the Facility under this Agreement and shall be repaid by the Borrower to Lahiji Vale Limited or a third party designated by Lahiji Vale Limited. 1.8 The Parties agree not to modify or terminate any provision of this Agreement, or to assign their any rights and obligations hereunder to any third party, or waive any rights hereunder, without the prior written consent of Lahiji Vale Limited.

Facility. 1.1 The Lender agrees to provide the Borrower a long term loan of RMB 50,000, RMB8,000,000 (hereinafter referred to as the “Facility”) in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be automatically extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliatesaffiliate; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender Borrower with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this Facility shall be used for the purpose of providing funds for the Borrower Company’s business development only and not to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the Lender. 1.4 The Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this the Agreement shall be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties at any time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.

Facility. 1.1 The Lender 2.1. Subject to the terms and conditions hereinafter set forth, the Xxxxxx agrees to provide the Borrower a long term loan of RMB 50,000, (hereinafter referred to as the “Facility”) in accordance with the conditions and provisions of this Agreement. The term of this Facility will be 10 years and shall be extended upon the agreement of the Parties. If any of the following events occurs, maturity of the Facility will be accelerated before expiry of the Loan Agreement or any extended term hereunder: (1) The Borrower dies or becomes a person with no or limited capacity of civil conduct; (2) The Borrower is leaves its office in or is dismissed by the Lender or its affiliates; (3) The Borrower commits crime or is involved in crime; (4) Any third party claims against the Borrower for a debt with the amount exceeding RMB500,000; and (5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”), foreign investors are allowed to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment. 1.2 The Lender agrees that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit this Facility in one-off payment to the account appointed by the Borrower within 7 days after receiving a written notice to use this Facility from the Borrower. Simultaneously, the Borrower shall provide the Lender with a receipt letter for confirmation. The commitments made by the Lender under this clause shall be applied to the Borrower and the Third Party Designated by the Lender other than its assignee or successor. 1.3 The Borrower agrees to accept this Facility, and hereby acknowledges and warrants that, this from the Lender the Facility as from the Effective Date. 2.2. This Agreement shall be effective as of the Effective Date. 2.3. The Borrower shall procure that the proceeds under the Facility are used for general corporate purposes including the purpose making of providing funds for acquisitions and settlement of part of the acquisition price of Stock Spirits Group Plc. 2.4. The Borrower may request one or more Advance(s) in an amount approved by the Lender at the time of the Advance, such Advance(s), if approved, to be made available at the earliest three (3) Business Days following the Borrower’s request unless otherwise agreed by the Parties. 2.5. The Parties agree that Schedule 1 hereto shall indicate the initial Advance(s) made under the Facility on the initial Drawdown Date. Any future Advance(s) made by the Lender to the Borrower Company’s business development only and not or repayments (in full or in part) of Facilities by the Borrower to use the Facility for any other purposes or transfer or pledge its equity interest or any other interest Lender shall be indicated in the Borrower Company hereunder to any other third party without obtaining the prior written consent from the LenderLoan Ledger. 1.4 2.6. The Parties agree that the Loan Ledger shall be provided to the Lender and the Borrower hereby jointly acknowledge and confirm that the Borrower shall repay the Facility only in the following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or any third party (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly acknowledge and confirm that, any proceeds obtained by the Borrower from the Borrower Equity transfer shall be used to repay the Facility by the Borrower in the way agreed by the Lender in accordance with this Agreement and this Agreement shall Representative for each Interest Period or more frequently as may be terminated at the same time. 1.6 The Lender and the Borrower hereby jointly acknowledge and confirm that, subject to the applicable laws’ permission, the Lender is entitled without obligation to purchase in person or appoint a third party (legal person or natural person) to purchase part or all of the Borrower Equity in the Borrower Company at the price agreed by the Parties or as requested by any Party from time to time. 2.7. Except in relation to a Facility Increase which requires the express consent of the Lender pursuant to clause 3.3, the Parties acknowledge and agree that this Agreement may be amended or supplemented by virtue of the entries made in the Loan Ledger and with effect as at any the date set out therein, in particular, in respect of terms in relation to which this Agreement provides that the Parties may agree otherwise from time to time. The Borrower warrants that it shall execute an irrevocable Power of Attorney to authorize a person designated Loan Ledger provided by the Lender Representative pursuant to exercise all clause 2.6 shall constitute conclusive evidence (absent any manifest error) of the shareholder rights amended or supplemented terms of this Agreement subject however to clause 2.8. The Loan Ledger does not need to be appended to this Agreement nor signed by the Parties in order to be effective and this Agreement does not need to be re-signed in order to implement the terms of the relevant Loan Ledger. 2.8. The Borrower may, within a period of five (5) Business Days of delivery of the Loan Ledger, present observations in respect of the entries made in the Borrower Company on its behalfLoan Ledger, in which case the Parties shall discuss in good faith whether any changes need to be made to the Loan Ledger to address such observations.