1. 定義和解釋

2. 設施

3. 目的

4.  使用條件

5.  利用

6.  還款

7.  提前還款和取消

8.  延期

9. 利息

10. 利息期

11. 利息計算方式變更

12. 費用

13. 稅款增加及賠償

14. 成本增加

15. 減輕借貸人責任

16.  其他賠償事項

17.  費用和支出

18.  陳述

19.  信息承諾

20.  財務契約

21.  一般承諾

22.  違約事件

23. 更改借款人

24. 公司的轉讓和轉移

25. 行政各方和其他人的角色

26. 融資各方之間的共享

27.  付款機制

28.  相互抵消

29.  通知

30.  計算和證明

31.  部分無效

32.  補救措施和豁免

33.  修正與豁免

34. 機密信息

35. 資金利率的保密性

36. 合作方

37. 適用法律

38. 強制執行

金沙中國有限公司。，一家在開曼群島註冊的有限責任豁免公司，註冊編號爲228336，註冊地址位於大開曼島喬治鎮埃爾金大道190號，郵編KY1-9008，開曼群島，借款人（"公司”);

在《附表1》中列出的實體 原始交易方作爲全球協調人、聯席主承銷商和高級經辦人（每個均爲“安排人”和“安排人”);

金融機構 列入附表1第II部分的原始各方作爲貸方（“原始貸款人”）;並

中國銀行有限公司澳門分行 (中國內地公司，總部設在北京，在澳門設有常駐代表) 代表財政方（除自身外）（“第五章 定義和引用 第5.1節 定義 第1.1節中所指的術語包括其單數形式以及複數形式，其相對應的意思當然依然是如此。”).

定義和解釋

定義

代理人的現匯匯率；或

（如果代理人沒有可用的現匯匯率）代理人（合理行事）選定的任何公開可獲取的現匯匯率

就循環授信設施而言，指自本協議日期起至循環授信設施適用的終止日期前一個月的日期。

就定期授信設施而言，指自本協議日期起至2025年8月31日的日期。

該出借方在該授信設施下任何未償還貸款的金額；和

就任何擬提取的使用而言，該出借方在或之前擬提取日期之前將在該授信設施下發出的任何貸款金額。

就已實施或任何時候實施第2014/59/EU號指令，建立信貸機構和投資公司復甦和解決框架的歐洲經濟區成員國的情況，相關執行法律或法規如歐盟銀行解體立法時間表所述；

就英國，英國銀行解體立法；並

就其他任何國家，時常要求對該法律或法規中包含的任何減記和轉換權進行合同承認的任何類似法律或法規。

貸款人應在其參與貸款或未償金額的全部或任何部分款項自收到之日起至當前利息週期最後一天的利息（不包括任何按金）金額與該貸款或未償金額的本金金額應在該利息週期最後一天支付，此時貸款或未償金額已收到的本金金額。

放置相當於該貸款或已收到的未支付金額本金在一家主要銀行存放的收據或回收後的營業日起至當前利息期結束的日期，此期間的金額是該貸款人可以獲得的金額。

直接或間接出售、轉讓、轉讓或其他處置（除了通過合併或整合）本集團全部或實質性全部財產或資產的行爲，獨立活動或相關交易中涉及的一項或一系列交易，轉讓給「人」（如《交易所法》第13(d)(3)條中使用的該術語），而不是轉讓給金沙集團、貸款人和/或她的任何相關方；

採納涉及公司或任何繼任者清算或解散計劃的行爲；或

任何交易的完成（包括但不限於任何合併或合併）導致除金沙集團、首要及/或其關聯方以外的「人」（如上文a款定義），直接或間接成爲公司超過50%的未流通的表決權股票的受益人，以表決權而不是股份數量來衡量。

集團成員、委託人、關聯方、金沙集團或其任何顧問；或

其他財務方，如果該信息是該財務方直接或間接從集團成員、委託人、關聯方、金沙集團或其任何顧問處獲得的。

有關信息：

是或變爲公開信息，而不是作爲金融方違反第34條而直接或間接導致的結果保密信息);

在交付時被任何集團成員或其任何顧問以書面形式標識爲非保密的信息；或

在根據上述第（a）或（b）款規定向該金融方披露該信息之前，該金融方已知曉的信息，或者在該日期之後，該金融方由金融方在了解的前提下，從其認爲與該集團、首要、相關方和金沙集團無關的來源合法獲得的信息，並且，在任一情況下，根據該金融方了解，尚未違反任何保密義務，也不受其他約束；且

任何資金費率。

2022年12月30日起生效的《歸還契約書（倫敦人澳門）》，由VML、VOL和澳門簽署，記錄在稅務局公證處第467冊第75頁；

2022年12月30日起生效的《歸還契約書（威尼斯人澳門）》，由VML、金沙澳門子公司和澳門簽署，記錄在稅務局公證處第467冊第64頁；

2022年12月30日起生效的《歸還契約書（巴黎人澳門）》，由VML、金沙澳門子公司和澳門簽署，記錄在稅務局公證處第467冊第72頁；

關於回歸的契約（澳門四季酒店），日期爲2022年12月30日，由VML、澳門金沙集團子公司、澳門金沙連線第2地段公寓酒店有限公司和澳門之間簽署，在稅務局公證處第467冊第68頁記錄；和

關於回歸的契約（澳門金沙酒店），日期爲2022年12月30日，由VML和澳門之間簽署，在稅務局公證處第467冊第61頁記錄。

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

which has otherwise rescinded or repudiated a Finance Document;

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

whose Commitments are subject to any Bail-in Action,

its failure to pay is caused by:

administrative or technical error(s); or

one or more Disruption Events; and

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

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; and

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

from performing its payment obligations under the Finance Documents; or

根據金融文件的條款與其他方進行溝通

在本協議簽訂日期之前，公司向代理人書面確認的銀行、金融機構或其他機構借款人。

在繼續發生違約事件時，任何擁有或運營位於新加坡、澳門、英國或美國內華達州、新澤西州、賓夕法尼亞州或密歇根州的任何賭場或其他遊戲控件的個人，或者公司或其子公司已獲得或申請了遊戲牌照的任何司法管轄區內（但須按照本段（b）的規定，持有任何此類賭場或其他博彩控件普通股不超過10％的被動投資不構成所有權）。

在繼續發生違約事件時，任何擁有或運營位於新加坡、澳門、英國、美國內拉斯維加斯或內華達州克拉克縣，或者美國內新澤西州、賓夕法尼亞州或密歇根州的任何展會、會議、展覽或會議中心的個人，或者公司或其子公司擁有、運營或正在開發的任何司法轄區內展會、會議、中心或展覽設施（但須按照本段（c）的規定，持有任何此類賭場或展會、會議、展覽和會議中心設施普通股不超過10％的被動投資工具不構成所有權）。

在繼續發生違約事件時，任何工會養老基金（但須按照本段（d）的規定，任何混合基金或受託帳戶，其管理資產之一是工會養老基金資產的基金，只要此類基金的管理人不受工會養老基金控制或工會養老基金不擁有該基金資產的10％或更多，即不視爲被取消資格金融機構）。

儘管以上的(a)到(d)段落，任何集團成員的競爭對手，僅限於不時以書面形式向代理商指明；以及

任何與上述(a)到(e)段落中的人有關的關聯公司，僅限於不時由公司以書面形式指明給代理商或以名稱清晰可識別的

任何依據《法典》第414(b)條規定被視爲受控股團體一員的公司，而該個人也是該團體的一員；

任何根據《法典》第414(c)條規定被視爲受控股團體一員的任何交易或業務（無論是否成立爲公司），而該個人也是該團體的一員；

任何在聯屬服務集團內，根據《法典》第414(m)或(o)條的定義，那個人、上文描述的任何公司，或者上文描述的任何交易或業務的成員。

任何養老金計劃的「報告事件」，根據ERISA第4043條及相關規定，與任何養老金計劃有關（但不包括那些已通過法規豁免向PBGC提交30天通知的計劃）；

未能符合《代碼》第412節的最低融資標準，無論是否根據《代碼》第412(c)節放棄，或未能及時按照《代碼》第430(j)節對任何養老金計劃進行必要的分期支付，或未能對多僱主計劃進行任何必要的繳款;

根據《ERISA》第4041(a)(2)節，養老金計劃管理員發佈意圖終止此類計劃的通知，在《ERISA》第4041(c)節描述的困境終止中;

公司或其子公司或任何其相應的ERISA隸屬方中有兩個或更多個捐款贊助商的養老金計劃的退出，或由此導致根據《ERISA》第4063或4064節的責任終止任何此類養老金計劃;

PBGC開展終止任何養老金計劃的程序，或出現可能構成根據ERISA終止或指定託管人管理任何養老金計劃的理由的任何事件或條件;

根據ERISA第4062(e)或4069節，或由於ERISA第4212(c)的適用，公司或其子公司或其相應的ERISA隸屬方承擔責任;

公司或其子公司或任何其相應的ERISA隸屬方完全或部分從可能導致承擔責任的任何多僱主計劃中撤出，或從任何多僱主計劃獲得通知，說明其按照ERISA第4241或4245節處於重組或破產中，或打算根據ERISA第4041A或4042節終止;

可能引起公司或其子公司或其相應的ERISA隸屬方應向《代碼》第43章或根據ERISA第409、第502(c)、(i)或(l)或第4071的規定對任何員工福利計劃徵收罰款、處罰、稅款或相關費用的行爲或疏忽;

針對任何僱員福利計劃主張（非例行福利索賠）的材料索賠除多僱主計劃或其資產，或針對公司或其任何附屬公司或其任何 ERISA 聯屬公司涉及僱員福利計劃；

收到 PBGC 發出的任何養老金計劃（或任何其他旨在符合《稅收法典》第 401（a）條的員工福利計劃）未符合《稅收法典》第 401（a）條資格，或任何養老金計劃構成部分的信託未符合《稅收法典》第 501（a）條免稅資格的通知；或

根據《附表9》中定義的留置權的強制實施附加契約》根據《法典》第430（k）條或ERISA第303（k）條關於任何養老金計劃。

《法典》第1471至1474節或任何相關法規;

任何與其他司法管轄區的條約、法律或法規相關的，或與美國與其他司法管轄區之間任何政府間協議相關的，促進上述第（a）段所提到的任何法律或法規的實施;

履行與上述第（a）段或（b）段中提到的與美國國內稅務局、美國政府或其他司法管轄區的任何政府或稅務機關相關的任何條約、法律或法規;

與《法典》第1473（1）（A）（i）節描述的「適用扣繳款項」相關（涉及來源於美國的利息和其他某些支付），2014年7月1日;

與《稅法》第1473(1)(A)(ii)款描述的「可徵稅支付」相關（即與可能產生來自美國境內的利息的財產處置有關的「總收入」），2019年1月1日；或

與《稅法》第1471(d)(7)款描述的不屬於上述(a)或(b)段的「透傳支付」有關，2019年1月1日

借入的資金；

通過任何承兌信用證融資或電子等價物籌集的任何金額；

根據任何票據購買便利設施或發行債券、票據、債券、貸款股票或任何類似工具而籌集的任何金額；

任何租賃或租購合同中的任何負債金額，根據IFRS的規定應視爲資產負債表負債（除了根據2019年1月1日前生效的IFRS規定，應視爲經營租賃的任何租賃或租購合同中的任何負債）；

已售出或貼現的應收款（但僅限於任何回購的範圍內）；

在與對抗或受益於任何利率或價格波動的保護相關的其他交易（包括任何非本定義中提到的交易協議）中籌集的任何金額，具有借款的商業效果；

與保護或受益於任何利率或價格波動相關的衍生交易（在計算任何衍生交易的價值時，只有按市場標記價值計算（或者如果由於該衍生交易的終止或結算而產生實際金額，則應將該金額計入））；

任何銀行或金融機構發行的擔保、賠償、債券、備用或信用或其他任何工具相關的任何反擔保責任，但僅限於這種反擔保責任已被要求履行且未清償的程度；

任何擔保或賠償責任的金額，支持任何第三方的金融負債，類型如上述的(a)到(h)款所述的。

適用於指定時間的港元屏幕利率，且爲該貸款的利息期間等長的期間；或

根據第11.1條確定的其他情況無法獲取屏幕利率),

未能按照財務文件規定的付款截止日期支付（或已通知一方將不會支付）需支付的款項；

代理方另行撤銷或拒絕遵守財務文件；

(如果代理人也是貸款人) 則爲違約貸款人; 或

發生關於代理人的破產事件且持續;

其未能支付是由下列原因引起的:

管理或技術錯誤; 或

疏散事件; 並且

代理人正在善意地爭議是否有合同義務支付相關款項。

被除名或解散（除了依照合併，合併或合併除外）;

破產或無法清償債務，或者無法支付債務或承認無法按時一般支付債務;

與其債權人的利益達成一般的轉讓、安排或組合；

在其所在地註冊或組織的司法管轄區或總部或主要辦事處的司法管轄區，由監管機構、監督機構或任何類似的主要破產、恢復或監管司法管轄機構對其提起或已提起進行一項訴訟，尋求破產或破產的判決或根據任何破產或破產法律或其他類似法律影響債權人權利的任何其他救濟，或者有人提出清盤、撤銷登記或清算通知；

已遭受或接受針對其提起的破產或銀行破產判決或根據任何破產或破產法律或其他類似法律影響債權人權利的任何其他救濟，或者有人提出清盤、撤銷登記或清算通知，在針對其提出的任何此類訴訟或通知中，該訴訟或通知不由上述第(d)項中描述的人或實體提起或提交，並且：

導致破產或破產的判決或頒佈破產令或下令清盤、撤銷登記或清算；或

在其提出或呈報後的30天內不予解僱、解除、暫緩或限制；

通過決議進行清算、官方管理或清算（除非根據合併、合併或合併）；

尋求或成爲其或幾乎所有資產的管理人、臨時清算人、保全人、接收人、受託人、監護人或其他類似官方的委任對象（出於法律或監管要求，不得公開披露，不得由上述第(d)項所描述的人或實體進行任何此類委任的時間除外）；

有擔保方是否佔有其全部或幾乎所有資產, 或遭遇困境, 被處決, 扣押、扣押或針對其全部或幾乎所有資產提起、強制執行或起訴的其他法律程序，且該有擔保方保留對每項資產的佔有權，或者任何此類程序均未被解除、解除、中止或限制 此後 30 天內的病例；

根據任何司法管轄區的適用法律，導致或受與之相關的任何事件的約束 與上文 (a) 至 (h) 段所述任何事件類似的影響；或

採取任何行動促進或表示同意、批准或默許任何一項 上述行爲。

最長時段（該屏幕速率可用）內適用的屏幕速率小於 該貸款的利息期；以及

最短時段（該屏幕速率可用）內適用的屏幕速率超過 該貸款的利息期。

法院可酌情批准或拒絕公平補救措施的原則和時限 與破產、重組有關的法律和一般影響債權人權利的其他法律的強制執行情況；

根據《時效條例》（第 347 章）提出申索的時限；承諾 對未繳印花稅的人承擔責任或對其進行賠償可能無效，抵消或反申索的抗辯可能無效；

任何相關司法管轄區法律規定的類似原則、權利和辯護；以及

對一般法律事項列爲限定條件或保留意見的任何其他事項 在向貸款人提交的與財務文件有關的任何法律意見中提出申請。

關於循環融資貸款：

在代理人收到首份合規證明之前，年利率爲2.5%; 並

在代理人收到首份合規證明後，根據下表確定的利率，基於代理人收到的最新合規證明中指定的綜合槓桿率。 提供這種轉讓或分配必須不涉及因價值而處分，且 對於循環融資貸款，任何按金調整應在代理人收到相關合規證書後的第一個營業日生效。

信貸額度的條款包括某些負面契約和條件，包括最大的合併槓桿率和最小的合併利息覆蓋率。

大於或等於2.75倍

大於或等於2.50倍但小於2.75倍

大於或等於2.25倍但小於2.50倍

大於或等於2.00倍但小於2.25倍

大於或等於 1.75x 但小於 2.00x

大於或等於 1.50x 但小於 1.75x

大於或等於 1.25x 但小於 1.50x

大於或等於 1.00x 但小於 1.25x

小於 1.00x

相對於一個可能出現的1.65%每年的貸款。

作爲一個整體，集團的財務狀況、業務、資產或經營結果；

公司履行其在融資文件項下支付義務的能力；或

任何融資方強制公司根據融資文件的支付義務的能力， 或者任何融資方強制執行其在融資文件項下的任何權利或救濟的能力。

（受下文第（c）款約束）如果與之對應的數字當日不是工作日，則該期限應在該期限應結束的當月下一個工作日結束，如果有的話，否則應在前一工作日結束；

如果在該期限應結束的日曆月中沒有與之對應的數字當日，則該期限應在該日曆月的最後一個工作日結束；並

如果一個利息期間開始於月底最後一個工作日，則該利息期間應在該利息期間應結束的日曆月的最後一個工作日結束。

任何貸款人、貸款人關聯方或貸款人的相關基金；和

任何銀行、金融機構、儲蓄和貸款協會、機構投資者或定期從事在其業務正常過程中製作、購買或以其他方式投資商業貸款的互惠基金類型。

有關任何用於確定貸款利率的期間，貸款首日（除非相關貨幣的相關市場中市場慣例不同，在這種情況下，代理根據相關市場的市場慣例確定該貨幣的行情日（如果行情通常將在多於一天給出，則行情日將是這些日子中的最後一天））；或

有關代理根據第9.3條選擇的利息計算期間的任何利息計算期間（違約利息），代理（合理行事）確定的日期。

(除非下文第（b）款適用) 相關參考銀行能夠在香港銀行同業市場以港元借入資金的利率及相關時段，如果它通過要求並接受該貨幣在合理市場規模上的同業存款報價而這樣做；或

如有不同，相關貢獻者需提交給相關管理機構的適用屏幕利率的利率（如有的話並應用於相關參考銀行和相關期間）。

主體的任何直系家屬或前配偶（就個人而言）；或

主體及/或前述段落（a）中提到的其他相關人員構成的受益人、股東、合夥人、有限責任公司或其他實體的信託、公司、合作伙伴、成員、所有者或持有50%以上利益的個人。

正式指定，提名或推薦爲屏幕利率的替代品：

屏幕利率的管理員（前提是屏幕利率衡量的市場或經濟實際與屏幕利率衡量的相同）；或

任何相關提名機構，

在大多數貸款人和公司的意見中，被國際或任何相關國內辛迪加貸款市場普遍認可爲「屏幕利率」的適當繼任者；或

在大多數貸款人和公司的意見中，被認爲是屏幕利率的適當繼任者。

目的是爲了第27.11條（強制承認轉爲法定詞條）任何有權行使任何減記和轉換權力的主體；和

用於第27.12條款（承認香港滯留權力）目前是香港金融管理局的香港銀行業實體的解決權機構。

列名在任何制裁名單上，或由列名在制裁名單上的人所有或控制，或代表列名在任何制裁名單上的人行事；

位於、根據、或由所在地或根據某國或地區的法律設立、擁有或（直接或間接）受其控制，或代表人的國家或地區，即《協議》簽署日期，古巴、伊朗、朝鮮、敘利亞、烏克蘭克里米亞地區、所謂的頓涅茨克人民共和國、所謂的盧甘斯克人民共和國以及烏克蘭赫爾松和扎波羅熱州的非政府控制區；或

否則受制裁的對象（“受制裁的對象”表示美國人或其他受制裁機構國家的人不得或受法律限制從事交易、業務或其他活動）。

關於循環授信業務下原始放款人的相關金額，在附表1的第II部分「循環授信業務承諾」標題下面對其名稱的金額，原始各方以及根據本協議轉讓給其的任何其他循環授信業務承諾的金額；

與任何其他放款人相比，在本協議下轉讓給其或由其承擔的循環授信承諾金額，

循環授信的任何原始放款人；

已根據第23條（"放款人變更"）依本協議成爲「放款人」的任何銀行、金融機構、信託、基金或其他實體放款人變更),

在到期償還日與到期的循環貸款同時發放或即將發放；

總額不高於到期的循環貸款金額；

以與到期的循環貸款相同的貨幣；並

爲再融資那筆到期的循環貸款而發放或即將發放。

聯合國；

歐洲聯盟；

美國政府包括美國財政部外國資產控制辦公室（"OFAC）和美國國務院;

澳門政府，包括澳門貨幣局、金融情報辦公室和博彩檢查協調局；

英國Hm財政部；

香港貨幣當局；

新加坡貨幣當局；

日本經濟、貿易和工業省；

澳大利亞外交和貿易部；

澳大利亞儲備銀行； 和

加拿大外交、貿易和發展部。

在大多數貸款人和公司認爲，該屏幕利率的確定方法、公式或其他方法發生了重大變化;

(i) (A) 若該利率屏幕匯率的管理員或其主管公開宣佈管理員已破產； 或

如果在任何法庭、法院、交易所、監管機構或類似行政、監管或司法機構的任何命令、裁定、通知、請願書或申請中發佈的信息，可以合理確認該屏幕匯率的管理員破產，

該屏幕匯率的管理員公開宣佈已永久或無限期停止提供該屏幕匯率，同時，在那個時間點上，沒有繼任的管理員繼續提供該屏幕匯率；

該屏幕匯率的管理員主管公開宣佈該屏幕匯率已永久或無限期停止或將停止；

該屏幕匯率的管理員或其主管宣佈該屏幕匯率可能不再使用；

對於任何行情期限的屏幕匯率，該屏幕匯率管理員主管發佈公告或發佈信息：

聲明某一行情期限的該屏幕匯率將不再代表基礎市場或其旨在衡量的經濟現實，且不會恢復其代表性（由該主管確定）並指定未來日期將不再代表性。

意識到任何這種公告或發佈將觸發備用條款中某些觸發器 這些條款可能由任何此類預停止公告或發佈激活；或

該屏幕利率的管理員（或該屏幕利率的一項組成元素的利率的管理員）決定該屏幕利率應按照其減少提交或其他應急或備用政策或安排進行計算，並且：

導致做出這種決定的情況或事件（在大部分放貸人和公司的意見中）不是暫時的；或

該屏幕利率按照任何此類政策或安排計算，時間不少於一個月；或

根據大部分貸款人和公司的意見，屏幕利率不再適用於計算本協議下的利息。

與貸款設施下的原始放款人相關，根據表1附表II中「貸款設施承諾」欄目對應其名稱的金額，和根據本協議轉移給其的任何其他貸款設施承諾的金額; 原始各方及任何根據本協議轉移給它的其他貸款設施承諾的金額;

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

any Original Lender under the Term Facility; and

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

in relation to the Revolving Facility, the date falling on the fifth anniversary of the date of this Agreement; and

in relation to the Term Facility, the date falling on the fifth anniversary of the Utilisation Date of the Term Facility,

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

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

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

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

in relation to any other applicable Bail-In Legislation:

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

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

Construction

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

any “Administrative Party”, the “Agent”, any “Arranger”, the “Company”, any “Finance Party”, any “Lender” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

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

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

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

a “group of Lenders” includes all the Lenders;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent other than any obligation of the Company incurred in the ordinary course of business in respect of casino chips or similar instruments;

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

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

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

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

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

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

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

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

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

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

Currency symbols and definitions

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

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

“Patacas” denote the lawful currency of Macao.

“Japanese Yen” denote the lawful currency of Japan.

“Singapore dollars” denote the lawful currency of Singapore.

Third party rights

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

Subject to Clause 33.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

THE FACILITIES

The Revolving Facility

The Term Facility

Increase

The Company may by giving prior notice to the Agent by no later than the date falling 30 Business Days after the effective date of a cancellation of:

the Available Commitments of a Defaulting Lender in accordance with Clause 7.7 (Right of cancellation in relation to a Defaulting Lender); or

the Commitments of a Lender in accordance with:

Clause 7.1 (Illegality); or

Clause 7.6 (Right of prepayment and cancellation in relation to a Single Lender),

the increased Commitments will be assumed by one or more Lenders or other Qualified Financial Institutions (each an “Increase Lender”) selected by the Company, each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;

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

each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

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

any increase in the Commitments relating to a Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender.

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

If any Increase Lender is not already a Lender immediately prior to such increase in the relevant Commitments, the Agent shall only be obliged to execute an Increase Confirmation delivered to it by that Increase Lender once it is satisfied it has complied with all necessary “know your customer” checks or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender.

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

Unless the increased Commitments are assumed by an existing Lender, the Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of US$2,000.

Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

Clause 23.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Increase Lender as if references in Clause 23.4 to:

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

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

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

Finance Parties’ rights and obligations

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

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

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

PURPOSE

Purpose

apply all amounts borrowed by it under the Revolving Facility towards the Group’s general corporate and working capital requirements (which includes, without limitation, the repayment of any amounts outstanding under the 2018 Credit Facility); and

apply all amounts borrowed by it under the Term Facility towards the repayment of any amounts outstanding under the 2025 Notes and payment of any fees, costs and expenses incurred in connection thereto.

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

The Lenders shall only be obliged to comply with Clause 5.4 (Loan amount and Lenders’ Participation) in relation to any Loan if on or before the Utilisation Date for the initial Loan the Agent has received (or waived the requirement to receive) all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent (acting reasonably). The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

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

Further conditions precedent

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

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

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

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

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

Maximum number of Utilisations

more than 40 Revolving Facility Loans would be outstanding; or

more than one Term Loan would be outstanding.

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

it identifies the Facility to be utilised;

the Utilisation Request specifies the proposed amount of such Loan;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to the relevant Facility;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

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

Currency and amount

The currency specified in a Utilisation Request must be Hong Kong dollars.

The amount of the proposed Loan specified in the Utilisation Request must be a minimum of HK$50,000,000 or, if less, the applicable Available Facility.

Loan amount and Lenders’ participation

If the conditions set out in Clause 4 (Conditions of Utilisation) and Clauses 5.1 (Delivery of a Utilisation Request) to 5.3 (Currency and amount) have been met, and subject to Clause 6.1 (Repayment of Revolving Facility Loans), each Lender shall make its participation in each Loan available by the Utilisation Date for such Loan through its Facility Office.

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment under the relevant Facility to the applicable Available Facility immediately prior to making such Loan.

The Agent shall:

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

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

Cancellation of Commitment

The Revolving Facility Commitments which, at that time, are unutilised shall be immediately cancelled at 5 p.m. on the last day of the Availability Period for the Revolving Facility.

The Term Facility Commitments which, at that time, are unutilised shall be immediately cancelled at 5 p.m. on the last day of the Availability Period for the Term Facility.

REPAYMENT

Repayment of Revolving Facility Loans

The Company shall repay each Revolving Facility Loan on the last day of its Interest Period.

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

one or more Revolving Facility Loans are to be made available to the Company:

on the same day that a maturing Revolving Facility Loan is due to be repaid by the Company;

in the same currency as the maturing Revolving Facility Loan; and

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

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

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

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

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

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

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

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

At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Revolving Facility Loans then outstanding will be automatically extended to the Termination Date applicable to the Revolving Facility and will be treated as separate Revolving Facility Loans (the “Separate Loans”) denominated in Hong Kong dollars.

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

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

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

Repayment of Term Loan

The Company shall repay the Term Loan in twenty (20) instalments commencing on the date falling three Months after the Utilisation Date of the Term Loan, and quarterly thereafter, provided that the twentieth Term Loan Repayment Instalment shall be made on the Termination Date applicable to the Term Facility (each such repayment date, a “Term Loan Repayment Date”).

Each Term Loan Repayment Instalment (other than the last) will be 0.75 per cent. of the Term Loan borrowed by the Company as at 5 p.m. on the last day of the Availability Period for the Term Facility.

The last Term Loan Repayment Instalment shall be repaid on the Termination Date applicable to the Term Facility and will be the balance of the outstanding Term Loan.

The Company may not reborrow any part of the Term Facility which is repaid.

PREPAYMENT AND CANCELLATION

Illegality

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

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

to the extent that the Lender’s participation has not been transferred pursuant to paragraph (a) of Clause 33.5 (Replacement of a Lender), the Company shall repay that Lender’s participation in the Utilisations made to the Company on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

Change of Control

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

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

if a Lender so requires and notifies the Agent within 10 Business Days of the Company notifying the Agent of the event, the Agent shall, by not less than 30 days’ notice to the Company, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Utilisations, together with accrued interest, and all other amounts accrued under the Finance Documents in relation to that Lender’s participation(s) immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding Utilisations and amounts will become immediately due and payable.

Voluntary cancellation

Voluntary prepayment of Revolving Facility Loans

Voluntary prepayment of Term Loan

The Company may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Agent may agree) prior notice, prepay the whole or any part of the Term Loan (but if in part, being an amount that reduces the amount of the Term Loan by a minimum amount of HK$5,000,000).

The Term Loan may only be prepaid after the last day of the Availability Period for the Term Facility (or, if earlier, the day on which the Available Facility in respect of the Term Facility is zero).

Right of prepayment and cancellation in relation to a single Lender

If:

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

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

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

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

Right of cancellation in relation to a Defaulting Lender

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

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

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

Partial prepayment of Term Loan

If any part of the Term Loan is prepaid in accordance with Clause 7.1 (Illegality) or Clause 7.6 (Right of prepayment and cancellation in relation to a single Lender) then, other than to the extent that any part of the relevant Term Facility Commitment is subsequently increased pursuant to Clause 2.3 (Increase), the amount of the Term Loan Repayment Instalment for each Term Loan Repayment Date falling after that prepayment will reduce pro rata by the amount of the Term Loan so prepaid.

If any part of the Term Loan is prepaid in accordance with Clause 7.2 (Change of Control) or Clause 7.5 (Voluntary prepayment of Term Loan) then the amount of the Term Loan Repayment Instalment for each Term Loan Repayment Date falling after that prepayment will reduce pro rata by the amount of the Term Loan so prepaid.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 7 shall specify the date or dates (such date, the “Specified Date”) upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. The Company may provide in any such notice given by it that the relevant cancellation or prepayment is conditional upon the occurrence or non-occurrence of any event specified by the Company in such notice, in which case such notice may be revoked or extended by the Company (by written notice to the Agent on or prior to the relevant Specified Date) if such condition is not satisfied.

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

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

The Company may not reborrow any part of the Term Facility which is prepaid.

The Company shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

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

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

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

Application of prepayments

EXTENSION

Request for extension

The Company may, upon written request to the Agent not less than 45 Business Days prior to the relevant Termination Date (the “Extension Request”), request that the Agreement be amended to extend the relevant Termination Date for (1) all or a portion of the Revolving Facility Commitments and/or (2) all or a portion of the Term Facility Commitments (the “Extension”, and “Extend” shall be construed accordingly). The Extension Request shall set out the proposed terms of the Extension which shall include:

the aggregate amount of the Revolving Facility Commitments proposed to be subject to such Extension (the “Extended Revolving Facility Commitments” and the Revolving Facility Loans thereunder, the “Extended Revolving Facility Loans”);

the aggregate amount of the Term Facility Commitments proposed to be subject to such Extension (the “Extended Term Facility Commitments” and the Term Loan thereunder, the “Extended Term Loan”);

the extended Termination Date proposed under the Extension respectively for (1) the Extended Revolving Facility Commitments and Extended Revolving Facility Loans; and (2) the Extended Term Facility Commitments and Extended Term Loan (as applicable) (for the avoidance of doubt, the extended Termination Date proposed for (1) and (2) above do not have to be the same);

the changes, if any, to the Margin to be applied (upon the Extension becoming effective) in determining the interest payable on the Extended Revolving Facility Loans and/or the Extended Term Loan (as applicable);

any other amendments or modifications to the terms of the Extended Revolving Facility Commitments and Extended Revolving Facility Loans; and/or (2) the Extended Term Facility Commitments and Extended Term Loan (as applicable); and

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

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

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

Election to extend

Following receipt of an Extension Request, any Lender wishing to participate in the Extension (each, an “Extending Lender”) set out in such Extension Request shall notify the Agent on or prior to the Extension Request Deadline specified in such Extension Request:

in the case of a Revolving Facility Lender, the amount of its Revolving Facility Commitments it has elected to so Extend (subject to any minimum denomination requirements imposed by the Agent, with the consent of the Company); and

in the case of a Term Facility Lender, the amount of its Term Facility Commitments it has elected to so Extend (subject to any minimum denomination requirements imposed by the Agent, with the consent of the Company).

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

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

If the aggregate principal amount of existing Revolving Facility Commitments that the Extending Lenders have elected to Extend pursuant to an Extension Request exceeds the amount of the Extended Revolving Facility Commitments requested to be so Extended by the Company in such Extension Request, then the principal amount of Extended Revolving Facility Commitments requested to be so Extended by the Company shall be allocated to each Extending Lender electing to Extend its Revolving Facility Commitments in such manner and in such amounts as may be agreed by Agent and the Company, in their sole discretion.

If the aggregate principal amount of existing Term Facility Commitments that the Extending Lenders have elected to Extend pursuant to an Extension Request exceeds the amount of the Extended Term Facility Commitments requested to be so Extended by the Company in such Extension Request, then the principal amount of Extended Term Facility Commitments requested to be so Extended by the Company shall be allocated to each Extending Lender electing to Extend its Term Facility Commitments in such manner and in such amounts as may be agreed by Agent and the Company, in their sole discretion.

If (1) the amount of the Extended Revolving Facility Commitments requested to be so Extended by the Company in an Extension Request exceeds the aggregate principal amount of existing Revolving Facility Commitments that the Extending Lenders have elected to Extend pursuant to such Extension Request, or (2) the amount of the Extended Term Facility Commitments requested to be so Extended by the Company in an Extension Request exceeds the aggregate principal amount of existing Term Facility Commitments that the Extending Lenders have elected to Extend pursuant to such Extension Request, then the Company shall have the right on the last day of any Interest Period following the Extension Request Deadline or on the relevant Termination Date to:

replace any Non-Extending Lender with, and add as “Lender” under this Agreement in place thereof, one or more persons (which (a) may be another Lender, if such Lender so agrees, or (b) may be any other person to whom an assignment would be permitted under this Agreement) (each, an “Additional Commitment Lender”) pursuant to Clause 33.5 (Replacement of a Lender); and/or

add as “Lenders” under this Agreement one or more Additional Commitment Lenders,

Extension amendment

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

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

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

Each Party hereby agrees that this Agreement and each other Finance Document may be amended pursuant to an Extension Amendment, without the consent of any Lender (other than such Lenders who will be party to the Extension Amendment), to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extension as agreed between the parties to the Extension Amendment, and (ii) effect such other amendments to this Agreement and the other Finance Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Company, to effect the provisions of this Clause 8 and the Lenders hereby expressly authorise the Agent to enter into any such Extension Amendment.

INTEREST

Calculation of interest

the applicable Margin; and

HIBOR.

Payment of interest

Default interest

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

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

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

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

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

Notification of rates of interest

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

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

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

INTEREST PERIODS

Selection of Interest Periods

The Company may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan is a Term Loan and has already been borrowed) in a Selection Notice.

Each Selection Notice for a Term Loan is irrevocable and must be delivered to the Agent by the Company not later than 11:00 am on the day that is three Business Days prior to the Quotation Day for the relevant Interest Period.

If the Company fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be one Month.

Subject to this Clause 10, the Company may select an Interest Period of one, two, three or six Months or any other period agreed between the Company, the Agent and all the Lenders.

An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Facility.

Each Interest Period for a Term Loan shall start on its Utilisation Date or (if already made) on the last day of its preceding Interest Period.

A Revolving Facility Loan has one Interest Period only.

Non-Business Days

CHANGES TO THE CALCULATION OF INTEREST

Unavailability of Screen Rate

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

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

Hong Kong dollars; or

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

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

Calculation of Reference Bank Rate

Subject to paragraph (b) below, if HIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

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

Market disruption

Cost of funds

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

the Margin; and

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

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

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

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

a Lender’s Funding Rate is less than HIBOR; or

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

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

Notification to Company

Break Costs

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

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

FEES

Commitment fee

Subject to paragraph (c) below, the Company shall pay to the Agent (for the account of each Lender) a fee in Hong Kong dollars computed at the rate of 0.60 per cent. per annum on that Lender’s Available Commitment under each Facility for the Availability Period applicable to that Facility.

The accrued commitment fee is payable:

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

on the last day of the relevant Availability Period; and

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

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

Upfront fee

Agency fee

TAX GROSS-UP AND INDEMNITIES

Tax definitions

Tax gross-up

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

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

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

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

Each Finance Party entitled to payment under an applicable Finance Document which is eligible for an exemption or reduction of the amount of Tax to be withheld on such payment shall, upon the request of the Company, use its reasonable endeavours to co-operate with the Company in completing any procedural formalities necessary for the Company to obtain authorisation to make that payment without a Tax Deduction.

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

Tax indemnity

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

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

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

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

to a Bank Levy, to the extent that the relevant Finance Party knew or could reasonably be expected to have known the amounts of such payment, loss or liability at the time it became a Party; or

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

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

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

Tax credit

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

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

that Finance Party has obtained and utilised that Tax Credit,

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

Stamp taxes

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

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

Indirect tax

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

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

FATCA information

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

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

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

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

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

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

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

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

FATCA Deduction

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

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

INCREASED COSTS

Increased costs

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

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

compliance with any law or regulation made,

the implementation or application of or compliance with Basel III or CRD IV, or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, a Finance Party or any of its Affiliates).

In this Agreement:

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

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

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

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012; and

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

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018; and

the law of the United Kingdom or any part of it, which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020) implemented Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and its implementing measures.

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

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document, which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to the undertaking, funding or performance by such Finance Party of any of its obligations under any Finance Document or any participation of such Finance Party in any Utilisation or Unpaid Sum.

Increased cost claims

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

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

Exceptions

to the extent any Increased Cost is:

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

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

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

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

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

attributable to the implementation or application of, or compliance with Basel III or CRD IV or any other law or regulation which implements Basel III (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates), to the extent that the relevant Finance Party knew or could reasonably be expected to have known the amounts of such Increased Costs at the time it became a Party;

attributable to any Bank Levy, to the extent that the relevant Finance Party knew or could reasonably be expected to have known the amounts of such Increased Cost at the time it became a Party;

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

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

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

MITIGATION BY THE LENDERS

Mitigation

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

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

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

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

Limitation of liability

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

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

Conduct of business by the Finance Parties

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

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

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

OTHER INDEMNITIES

Currency indemnity

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

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

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

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

Other indemnities

the occurrence of any Event of Default;

any legal action, legal proceeding, enquiry, investigation, subpoena (or similar order) or litigation with respect to the Company or with respect to the transactions contemplated or financed under this Agreement (regardless of whether any such Indemnified Person is a party thereto and regardless of whether such claim, litigation, investigation or proceeding is brought by a third party or by the Company or any of its Subsidiaries);

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

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

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

Indemnity to the Agent

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

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

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

Limitation of liability of the Company

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

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

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

has arisen as result of a proceeding that does not involve an act or omission by the Company or any of its subsidiaries and that is brought by an Indemnified Person against any other Indemnified Person (other than any proceeding brought against any Administrative Party or any other agent acting on behalf of the Finance Parties in their respective capacities as such); or

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

COSTS AND EXPENSES

Transaction expenses

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

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

Amendment costs

Enforcement costs

REPRESENTATIONS

Status and good standing

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

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

Binding obligations

Non-conflict with other obligations

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

conflict with its constitutional documents; or

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

Power and authority

Authorisations

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

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

Tax

Subsidiaries

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

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

No event of default

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

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

Good title to assets

Liens

No breach of law

No misleading information

Financial statements

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

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

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

Pari passu ranking

No proceedings

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

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

Insolvency

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

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

Environmental

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

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

Anti-Money Laundering Laws and Sanctions

The operations of any member of the Group are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the anti-money laundering and countering the financing of terrorism laws, statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Agency having jurisdiction over any member of the Group, including (to the extent applicable) the Bank Secrecy Act of 1970, USA PATRIOT Act of 2001, Money Laundering Control Act of 1986 (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Agency, authority or body or any arbitrator involving any member of the Group with respect to any Anti-Money Laundering Laws is, to the best knowledge of the Company, pending or threatened.

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

is a Restricted Party; or

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

USA PATRIOT Act

Investment Company Act

Margin Regulations

Pensions

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

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

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

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

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

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

Repetition

INFORMATION UNDERTAKINGS

Financial statements

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

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

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

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

Compliance Certificate

Requirements as to financial statements

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

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

Environmental Claims

Information: miscellaneous

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

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

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

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

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

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

USA PATRIOT Act

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

The Company shall supply to the Agent (unless such information is otherwise publicly available on the Company’s Hong Kong Stock Exchange’s or Securities and Exchange Commission’s website) promptly upon written request by the Agent or a Lender (acting through the Agent), such information regarding the identity of the Company that is required by the Agent or that Lender in order for it to comply with the requirements of the USA PATRIOT Act.

Notification of default

The Company shall notify the Agent of any Event of Default (and the steps, if any, being taken to remedy it) and any Event of Default (as defined in the Indenture) promptly upon becoming aware of its occurrence.

Promptly upon a request by the Agent, if it has reasonable grounds for believing there is a continuing Event of Default, the Company shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it).

Electronic delivery

on which the Company posts such documents, or provides a link thereto on the Company’s website, on the internet; or

on which such documents are posted on the Company’s behalf on an internet or intranet website (whether a commercial, third-party website or whether sponsored by the Agent), if any, to which each Lender and the Agent have access (and the Company shall promptly notify the Agent of the address and any password for such website),

upon written request by the Agent, the Company shall deliver paper copies of such documents to the Agent in sufficient copies for further distribution to each Lender that requests the Company to deliver such paper copies; and

the Company shall notify the Agent for further notification to each Lender (by electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

“Know your customer” checks

The Company shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender (including for any Lender on behalf of any prospective new Lender)) in order for the Agent, such Lender or any prospective new Lender to conduct all “know your customer” and other similar procedures that it is required (or it reasonably deems desirable) to conduct.

Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to conduct all “know your customer” and other similar procedures that it is required (or it reasonably deems desirable) to conduct.

Each Lender shall promptly upon the request of the Company (and at the Company’s expense) supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Company (for itself or for the Group) in order for the Company to conduct all due diligence, compliance and other similar procedures that it is required (or it reasonably deems desirable) to conduct.

FINANCIAL COVENANTS

Definitions

direct obligations of the United States (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States) or obligations fully guaranteed by the United States;

obligations, debentures, notes or other evidence of indebtedness issued or guaranteed by any other agency or instrumentality of the United States;

interest-bearing demand or time deposits (which may be represented by certificates of deposit) issued by banks having general obligations rated (on the date of acquisition thereof) at least “A” or the equivalent with a “stable” outlook by S&P, Moody’s or Fitch (together with their respective successors and with any other nationally recognized credit rating agency if neither of such corporations is then currently rating the pertinent obligations, a “Rating Agency”) or, if not so rated, secured at all times over assets, described in paragraphs (a)(i) or (a)(ii) of this definition, of a market value of no less than the amount of monies so invested;

commercial paper rated (on the date of acquisition thereof) at least “A-1” or “P-1” or the equivalent with a “stable” outlook by any Rating Agency issued by any person;

repurchase obligations for underlying securities of the types described in paragraphs (a)(i) or (a)(ii) above, entered into with any commercial bank or any other financial institution having long-term unsecured debt securities rated (on the date of acquisition thereof) at least “A” or “A2” or the equivalent with a “stable” outlook by any Rating Agency in connection with which such underlying securities are held in trust or by a third-party custodian;

guaranteed investment contracts of any financial institution which has a long-term debt rated (on the date of acquisition thereof) at least “A” or “A2” or the equivalent with a “stable” outlook by any Rating Agency;

obligations (including both taxable and non-taxable municipal securities) issued or guaranteed by, and any other obligations the interest on which is excluded from income for Federal income tax purposes issued by, any state of the United States or District of Columbia or the Commonwealth of Puerto Rico or any political subdivision, agency, authority or instrumentality thereof, which issuer or guarantor has:

a short-term debt rated (on the date of acquisition thereof) at least “A-1” or “P-1” or the equivalent with a “stable” outlook by any Rating Agency; and

a long-term debt rated (on the date of acquisition thereof) at least “A” or “A2” or the equivalent with a “stable” outlook by any Rating Agency;

investment contracts of any financial institution either:

fully secured by (1) direct obligations of the United States, (2) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States or (3) securities or receipts evidencing ownership interest in obligations or special portions thereof described in paragraphs (A)(1) or (A)(2), in each case guaranteed as full faith and credit obligations of the United States, having a market value at least equal to 102% of the amount deposited thereunder; or

with long-term debt rated (on the date of acquisition thereof) at least “A” or “A2” or the equivalent with, as of the January 31 or June 30 next preceding any date of determination, a “stable” outlook by any Rating Agency and short-term debt rated (on the date of acquisition thereof) at least “A-1” or “P-1” or the equivalent with a “stable” outlook by any Rating Agency;

a contract or investment agreement with a provider or guarantor:

which provider or guarantor is rated (on the date of acquisition thereof) at least “A” or “A2” or the equivalent with a “stable” outlook by any Rating Agency (provided that if a guarantor is a party to the rating, the guarantee must be unconditional and must be confirmed in writing prior to any assignment by the provider to any subsidiary of such guarantor);

providing that monies invested shall be payable to the Agent without condition (other than notice) and without brokerage fee or other penalty; and

stating that such contract or agreement is unconditional, expressly disclaiming any right of setoff and providing for immediate termination in the event of insolvency of the provider and termination upon demand of the Agent (which demand shall only be made at the direction of the Company) after any payment or other covenant default by the provider; or

any debt instruments of any person which instruments are rated (on the date of acquisition thereof) at least “A,” “A2,” “A-1” or “P-1” or the equivalent with a “stable” outlook by any Rating Agency,

investments in any money market fund which is rated (on the date of acquisition thereof) at least “A” or “A2” or the equivalent with a “stable” outlook by any Rating Agency;

investments in mutual funds sponsored by any securities broker-dealer of recognized national standing having an investment policy that requires substantially all the invested assets of such fund to be invested in investments described in any one or more of the foregoing paragraphs and having a rating (on the date of acquisition thereof) of at least “A” or “A2” or the equivalent with a “stable” outlook by any Rating Agency;

demand or time deposits or money market mutual funds issued by any (1) bank or other financial institution listed in Schedule 11 (List of financial institutions) or any Affiliate thereof, or (2) Acceptable Bank;

instruments equivalent to those referred to in paragraphs (b), (c) and (d) above denominated in US dollars, Hong Kong dollars, Patacas, Japanese Yen or Singapore dollars comparable in credit quality and customarily used by multinational companies with operations in Macao and Hong Kong for cash management purposes;

short-term investments denominated in US dollars, Hong Kong dollars, Patacas, Japanese Yen or Singapore dollars, approved by the Agent in its reasonable discretion; or

demand or time deposits or money market mutual funds issued by any bank or other institution that is reasonably acceptable to the Agent.

Consolidated Net Income;

Consolidated Interest Expense;

capitalized interest and non-cash interest to the extent deducted in calculating Consolidated Net Income;

provision for federal, state, local and foreign income or complementary tax, franchise tax and state and similar taxes imposed in lieu of income taxes, in each case, to the extent deducted in calculating Consolidated Net Income;

total depreciation expense, to the extent deducted in calculating Consolidated Net Income;

total amortization expense (including amortization of the land premium paid pursuant to a Land Concession Contract or any other land concession contract held by the Company or any of its Subsidiaries), to the extent deducted in calculating Consolidated Net Income;

non-recurring charges and expenses taken in such period, of up to US$15,000,000 in the aggregate in any financial year, with unused amounts within such cap being usable in succeeding periods;

corporate expense incurred in such period of up to US$20,000,000 in the aggregate in any financial year;

non-recurring expenses of up to US$10,000,000 in the aggregate in any financial year in connection with the financing transactions contemplated herein;

total pre-opening and development expenses, to the extent deducted in calculating Consolidated Net Income consistent with the reported line item on the Company’s financial statements;

other non-cash items (including non-cash corporate expenses) reducing Consolidated Net Income; and

the amount of any impairment loss (gain) on property and equipment,

the income (or loss) of any person (other than a member of the Group), except to the extent of the amount of dividends or other distributions actually paid to the Company by such person during such period (but net of any applicable taxes payable in connection therewith);

the income (or loss) of any person accrued prior to the date it is merged into or consolidated with the Company or any other member of the Group or that person’s assets are acquired by the Company or any other member of the Group;

any after-tax gains or losses attributable to:

Asset Sales;

returned surplus assets of any Pension Plan; or

the disposition of any Securities or the extinguishment of any Financial Indebtedness of any member of the Group;

the effect of non-cash accounting adjustments resulting from a change in the tax status of a flow-through tax entity to a “C-corporation” or other entity taxed similarly;

any net extraordinary gains or net extraordinary losses;

amortization or charges associated with any refinancing;

any premiums, costs, amortization and charges associated with (x) the incurrence of the Facility and (y) any amendments, modifications or supplements to any agreement relating to Financial Indebtedness (including the Finance Documents), including any costs or expenses paid to any Finance Party or their respective Affiliates pursuant to the terms hereof;

additional amounts payable by the Company pursuant to Clause 14 (Increased Costs); and

any compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights; provided, further, that no effect shall be given to any non-cash minority interest in any member of the Group permitted hereunder for purposes of computing Consolidated Net Income.

Financial condition

the Consolidated Leverage Ratio as at the last day of any Financial Quarter shall not exceed 4.00 to 1.00; and

the Consolidated Interest Coverage Ratio as at the last day of any Financial Quarter is greater than 2.50 to 1.00.

Financial testing

GENERAL UNDERTAKINGS

Authorisations

enable it to perform its material obligations under the Finance Documents; and

subject to the Legal Reservations, to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

Compliance with laws

Pari passu ranking

Change of business

no substantial change is made to the general nature of the business of Group from that carried on at the date of this Agreement (except that this paragraph (a) shall not restrict any member of the Group from entering into or carrying out any business that is ancillary, beneficial or otherwise reasonably related to the business of the Group carried on at the date of this Agreement); and

the shares of the Company are listed on the Stock Exchange of Hong Kong Limited.

Environmental compliance

Tax

Maintenance and preservation of assets

Insurance

The Company shall (and the Company shall ensure that each member of the Group will) maintain insurances (which may include self-insurance) on and in relation to its business and material assets against all material risks to the extent (1) as is usual for companies carrying on the same or substantially similar business and (2) where failure to do so would have, or would reasonably be expected to have a Material Adverse Effect.

All insurances (other than self-insurance) must be with reputable independent insurance companies or underwriters that the Company believes (in good faith, at the time the insurance is procured) are financially sound and responsible.

Anti-Money Laundering Laws and Sanctions

The Company shall (1) ensure that each member of the Group and each of their respective officers, directors and employees and (2) use reasonable endeavours to ensure that the agents, advisors and affiliates of each member of the Group, in each case, conduct their businesses in compliance in all material respects with applicable anti-corruption (including the U.S. Foreign Corrupt Practices Act of 1977 (Pub. L. No. 95 213§§101 104), to the extent applicable), anti-bribery, countering the financing of terrorism laws and regulations to the extent where failure to do so has, or would reasonably be expected to have, a Material Adverse Effect.

Without prejudice to the generality of paragraph (a) above, the Company shall not use, directly or indirectly, any part of the proceeds of the Utilisations for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any anti-corruption laws (including the U.S. Foreign Corrupt Practices Act of 1977 (Pub. L. No. 95 213§§101 104), to the extent applicable).

Without prejudice to the generality of paragraph (a) above, the Company shall maintain policies and procedures reasonably designed to promote and achieve compliance with applicable Sanctions, anti-corruption (including the U.S. Foreign Corrupt Practices Act of 1977 (Pub. L. No. 95 213§§101 104), to the extent applicable), anti-bribery and countering the financing of terrorism laws and regulations in all material respects.

The Company shall ensure that it and each member of the Group complies with all Anti-Money Laundering Laws to which it may be subject to the extent where failure to do so has, or would reasonably be expected to have, a Material Adverse Effect.

No portion of the proceeds of any Utilisation shall be used by the Company or any of its Subsidiaries (or, to the actual knowledge of the Company or any of its Subsidiaries, any of their Affiliates) for business activities:

involving any person falling within the scope of paragraphs (a) and (c) of the definition of Restricted Party;

relating to any country or territory falling within the scope of paragraph (b) of the definition of Restricted Party; or

prohibited by, or otherwise in breach of, Sanctions.

Access

Financial year

Margin Regulations

Use of Proceeds

making dividend payments;

funding interest payments of the Facilities;

repayment or prepayment of the Subordinated Term Loan or payment of interest, fees, costs or expenses under the Subordinated Term Loan; or

financing the equipping or fitting out of casinos, including, without limitation, the purchase of any gaming equipment and utensils.

Additional covenants

Liquidity

declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Company; or

make any repayment or prepayment of the Subordinated Term Loan,

EVENTS OF DEFAULT

Non-payment

in the case of interest, payment is made within 10 days of its due date;

in the case of costs, fees and expenses, payment is made within 5 days of its due date; or

without prejudice to paragraphs (a) and (b) above, its failure to pay is caused by:

administrative or technical error(s); or

a Disruption Event; and

Financial covenants and other obligations

Other obligations

The Company does not comply with any provision of the Finance Documents (other than those referred to in Clause 22.1 (Non-payment) and Clause 22.2 (Financial covenants and other obligations)).

No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 30 days of the earlier of

Misrepresentation

Cross payment default and cross acceleration

Any Financial Indebtedness of the Company or any of its Significant Subsidiaries is not paid when due.

Any Financial Indebtedness of the Company or any of its Significant Subsidiaries is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

No Event of Default will occur under this Clause 22.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraph (a) and (b) above is less than US$250,000,000 (or its equivalent in any other currency or currencies).

Insolvency

The Company or any of its Significant Subsidiaries is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

A moratorium is declared in respect of any indebtedness of the Company or any of its Significant Subsidiaries.

Insolvency proceedings

the suspension of payments, a moratorium of any indebtedness, winding-up, striking-off, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Company or any of its Significant Subsidiaries;

a composition or arrangement with any creditor of the Company or any of its Significant Subsidiaries, or an assignment for the benefit of creditors generally of the Company or any of its Significant Subsidiaries or a class of such creditors;

the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any the Company or any of its Significant Subsidiaries or any of their material assets; or

enforcement of any Security over any material assets of the Company or any of its Significant Subsidiaries,

Creditors’ process

Material Judgement

Unlawfulness

Repudiation

ERISA Events

Gaming triggering event

arises due to any change in Gaming Law or any action by a Gaming Authority; and

results in a Material Adverse Effect.

Loss of Land Concession Contract

if the Company or other member of the Group that holds such Land Concession Contract appeals such formal measure taken by Macao, then the Majority Lenders shall, based on a reasonable assessment of the merits of such appeal and its likelihood of success in suspending or curing such formal measure taken by Macao, waive such Event of Default for a period of time determined in the reasonable discretion of the Majority Lenders (but, for the avoidance of doubt, in the event that the Majority Lenders, based on a reasonable assessment of the merits of such appeal, do not conclude that such appeal is likely to succeed in suspending or curing such formal measure taken by Macao, then the Majority Lenders shall not be obligated to waive such Event of Default for any period of time); and

to the extent a formal measure is comprised of a notice from Macao to a member of the Group that specifically provides for a cure or grace period in connection therewith, or if the Company or other relevant member of the Group is entitled to a grace or cure period by contract or operation of law, no Event of Default shall be deemed to have occurred (A) until such cure or grace period has expired (if and for so long as (i) the relevant circumstance, event or action is reasonably susceptible to cure by the Company or the relevant member of the Group within the designated cure or grace period, (ii) the Company or the relevant member of the Group provides prompt notice to the Agent that it intends to cure such event or action and provides reasonably detailed information regarding the specific nature of such intended cure, and (iii) the Company or the relevant member of the Group is actively pursuing such cure) and (B) if, following the expiry of such period, such Event of Default is no longer continuing.

Acceleration

without prejudice to the participations of any Lender in any Utilisations then outstanding:

cancel the Commitments (and reduce them to zero), whereupon they shall immediately be cancelled (and reduced to zero); or

cancel any part of any Commitment (and reduce such Commitment accordingly), whereupon the relevant part shall immediately be cancelled (and the relevant Commitment shall be immediately reduced accordingly); and/or

declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

declare that all or part of the Utilisations be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders.