UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934*

SeaWorld Entertainment, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
81282V100
(CUSIP Number)
Yu Ting
Zhonghong Zhuoye Group Co., Ltd
Building No. 8, Eastern International, No. 1
Ciyunsi, Chaoyong District, Beijing, China 100025
(0086) 010-85356993
With a Copy to:
Robert A. Miller, Jr.
Paul Hastings LLP
515 South Flower Street, 25th Floor
Los Angeles, CA 90071
(213) 683-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 8, 2017
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐

Note Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 
*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.	
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

							
  1 	 	NAMES OF REPORTING PERSONS
 
Sun Wise (UK) Co., Ltd	
  2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☒        (b)  ☐
 	
  3	 	SEC USE ONLY
 	
  4	 	SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
    AF, BK, OO	
  5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)    ☐
 	
  6	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United Kingdom	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 	  	  7 	  	SOLE VOTING POWER
 
    0	
	  	  8	  	SHARED VOTING POWER
 
    19,452,063	
	  	  9	  	SOLE DISPOSITIVE POWER
 
    0	
	  	10	  	SHARED DISPOSITIVE POWER
 
    19,452,063	
11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    19,452,063	
12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
 	
13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    21.2%	
14	 	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
    CO	

2

							
  1 	 	NAMES OF REPORTING PERSONS
 
Sun Wise Oriented (HK) Co., Limited	
  2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☒        (b)  ☐
 	
  3	 	SEC USE ONLY
 	
  4	 	SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
    AF	
  5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)    ☐
 	
  6	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Hong Kong	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 	  	  7 	  	SOLE VOTING POWER
 
    0	
	  	  8	  	SHARED VOTING POWER
 
    19,452,063	
	  	  9	  	SOLE DISPOSITIVE POWER
 
    0	
	  	10	  	SHARED DISPOSITIVE POWER
 
    19,452,063	
11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    19,452,063	
12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
 	
13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    21.2%	
14	 	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
    CO	

3

							
  1 	 	NAMES OF REPORTING PERSONS
 
Tianjin Sun Wise Oriented Assets Management Limited	
  2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☒        (b)  ☐
 	
  3	 	SEC USE ONLY
 	
  4	 	SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
    AF	
  5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)    ☐
 	
  6	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    People’s Republic of China	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 	  	  7 	  	SOLE VOTING POWER
 
    0	
	  	  8	  	SHARED VOTING POWER
 
    19,452,063	
	  	  9	  	SOLE DISPOSITIVE POWER
 
    0	
	  	10	  	SHARED DISPOSITIVE POWER
 
    19,452,063	
11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    19,452,063	
12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
 	
13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    21.2%	
14	 	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
    CO	

4

							
  1 	 	NAMES OF REPORTING PERSONS
 
Zhonghong Zhuoye Group Co., Ltd	
  2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☒        (b)  ☐
 	
  3	 	SEC USE ONLY
 	
  4	 	SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
    AF	
  5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)    ☐
 	
  6	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    People’s Republic of China	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 	  	  7 	  	SOLE VOTING POWER
 
    0	
	  	  8	  	SHARED VOTING POWER
 
    19,452,063	
	  	  9	  	SOLE DISPOSITIVE POWER
 
    0	
	  	10	  	SHARED DISPOSITIVE POWER
 
    19,452,063	
11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    19,452,063	
12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
 	
13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    21.2%	
14	 	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
    CO	

5

							
  1 	 	NAMES OF REPORTING PERSONS
 
Wang Yonghong	
  2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☒        (b)  ☐
 	
  3	 	SEC USE ONLY
 	
  4	 	SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
    AF	
  5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)    ☐
 	
  6	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    People’s Republic of China	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 	  	  7 	  	SOLE VOTING POWER
 
    0	
	  	  8	  	SHARED VOTING POWER
 
    19,452,063	
	  	  9	  	SOLE DISPOSITIVE POWER
 
    0	
	  	10	  	SHARED DISPOSITIVE POWER
 
    19,452,063	
11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    19,452,063	
12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
 	
13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    21.2%	
14	 	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
    IN	

6

EXPLANATORY NOTE
As previously described in reports filed with the Securities and Exchange Commission, on March 24, 2017, Sun Wise (UK) Co., Ltd, a private limited company incorporated under the laws of England and Wales (“ SWUK ”), entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement ”), which is referenced here as Exhibit 99.2, with certain affiliates of the Blackstone Group L.P. (collectively, “ Blackstone ”). Pursuant to the Stock Purchase Agreement, SWUK acquired from Blackstone 19,452,063 shares of the outstanding common stock, par value $0.01 per share (the “ Common Stock ”), of SeaWorld Entertainment, Inc., a Delaware corporation (the “ Issuer ” or the “ Company ”), in exchange for $447,397,449 in cash (the “ Stock Purchase ”). The Stock Purchase closed on May 8, 2017 (the “ Closing ”).
Item 1. Security and Issuer
This statement on Schedule 13D (the “ Schedule 13D ”) relates to the common stock, par value $0.01 per share, of SeaWorld Entertainment, Inc., a Delaware corporation. The principal executive offices of the Issuer are located at 9205 South Park Center Loop, Suite 400, Orlando, Florida 32819.
Item 2. Identity and Background
This Schedule 13D is being filed jointly and on behalf of the following persons:
(a) The term “ Reporting Persons ” collectively refers to:
 
 	•	 	SWUK, a private limited company incorporated in England and Wales;	
 
 	•	 	Sun Wise Oriented (HK) Co., Limited, a company incorporated in Hong Kong with limited liability (“ SWHK ”);	
 
 	•	 	Tianjin Sun Wise Oriented Assets Management Limited, a company incorporated under the laws of the People’s Republic of China with limited liability (“ Tianjin ”);	
 
 	•	 	Zhonghong Zhuoye Group Co., Ltd, a company incorporated under the laws of the People’s Republic of China with limited liability (“ ZHG ”);	
 
 	•	 	Wang Yonghong, a citizen of the People’s Republic of China.	
(b) The business address of each of the Reporting Persons is: c/o Zhonghong Zhuoye Group Co. Ltd, Building No. 8, Eastern International, No. 1, Ciyunsi, Chaoyang District, Beijing, China 100025.
(c) Wang Yonghong’s present principal occupation is the President and sole shareholder of ZHG. Each of ZHG, Tianjin, SWHK, and SWUK are holding companies focused on strategic growth opportunities in real estate, as well as the leisure, tourism, and culture industries. Current information concerning the identity and background of the directors and executive officers of those Reporting Persons which are entities is set forth on Schedule A hereto, which is incorporated by reference in response to Item 2 of this Schedule 13D.
 
7

Wang Yonghong is the sole shareholder of ZHG. ZHG directly and indirectly owns 100% of the shares of Tianjin. Tianjin is the sole shareholder of SWHK. SWHK is the sole shareholder of ordinary shares in SWUK.
(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of their directors or officers, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of their directors or officers, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship or place of organization for each of the Reporting Persons is set forth in Section 2(a) of this Schedule 13D and is incorporated herein by reference. The citizenship and other required information for each director and executive officer of those Reporting Persons which are entities is set forth on Schedule A hereto, which is incorporated by reference in response to Item 2 of this Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Upon the Closing, the Reporting Persons became the beneficial owners of 19,452,063 shares of Common Stock in exchange for an aggregate cash purchase price of $447,397,449. The source of funds for the purchase price included (i) the working capital of ZHG, (ii) approximately $150,000,000 borrowed by SWUK under the Facility Agreement (as defined below), (iii) approximately $100,000,000 contributed to SWUK pursuant to the Investment Agreement (as defined below), and (iv) approximately $130,000,000 contributed by SWHK to SWUK, which funds were obtained pursuant to the Inter-Company Loan (as defined below).
To the extent required by Item 3 of Schedule 13D, the information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.
Item 4. Purpose of Transaction
The Reporting Persons purchased the Common Stock to acquire a strategic minority interest in the Issuer. Consistent with this purpose, the Reporting Persons may communicate with the board of directors of the Issuer (the “ Board ”), members of management and/or other stockholders from time to time with respect to operational, strategic, financial, governance, or other matters and otherwise work with management and the Board with a view to maximizing stockholder value. These communications may include, from time to time and subject to the terms of the Stockholders Agreement (as defined below), confidential discussions with, and/or confidential proposals to, the Board and/or members of management regarding the potential acquisition of, or other strategic alternative involving, the Issuer or additional securities of the Issuer.
Subject to the terms of the Stockholders Agreement, the Reporting Persons may seek to acquire additional securities of the Issuer (which may include securities
 
8

rights and securities exercisable or convertible into securities of Issuer), to dispose of all or a portion of the securities of the Issuer owned by them, or otherwise to engage in hedging or similar transactions with respect to securities of Issuer. Subject to the terms of the Stockholders Agreement, any such transaction that any Reporting Person may pursue may be made at any time and from time to time without prior notice, and may be through open market transactions, block trades, private arrangements or otherwise. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; developments with respect to the business of the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.
As more fully described in Item 6 below, Mr. Peter Wallace, a member of the Board previously designated by Blackstone, delivered a letter of resignation from the Board at the Closing, with such resignation to be effective immediately after the Company’s annual meeting of stockholders for 2017 (the “ 2017 Annual Meeting ”). Pursuant to the Stockholders Agreement and Issuer Side Letter (as defined below), the Company agreed to (i) appoint Mr. Yongli Wang to the Board to fill the vacancy which will be created when Mr. Wallace’s resignation becomes effective and (ii) increase the size of the Board from 10 directors to 11 directors and appoint Mr. Yoshikazu Maruyama to the Board to fill the vacancy resulting from such increase (Mr. Yongli Wang and Mr. Yoshikazu Maruyama are referred to herein collectively as the “ Initial ZHG Designees ”).
Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although, subject to the Stockholders Agreement, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence the Board or management of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
To the extent required by Item 4 of Schedule 13D, the information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
(a) and (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference. The Reporting Persons are the beneficial owners of 19,452,063 shares of Common Stock. Such number of shares of Common Stock represent 21.2% of the shares of Common Stock outstanding based on 91,948,412 shares of Common Stock outstanding as of March 31, 2017, which number the Company reported in its Form 10-Q for the quarterly period ended March 31, 2017 filed with the U.S. Securities and Exchange Commission on May 9, 2017.
 
9

(c) As more fully described in this Schedule 13D, on March 24, 2017, SWUK purchased an aggregate of 19,452,063 shares of Common Stock from Blackstone for an aggregate price of $447,397,449 ($23.00 per share), pursuant to the terms of the Stock Purchase Agreement.
(d) Not applicable.
(e) Not applicable.
 
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer	
Stock Purchase Agreement
On March 24, 2017, SWUK entered into the Stock Purchase Agreement pursuant to which it agreed to purchase from Blackstone, upon the terms and subject to the conditions set forth therein, 19,452,063 shares of Common Stock of the Company at a price per share equal to $23.00. The Stock Purchase closed on May 8, 2017.
Stockholders Agreement
In connection with the Stock Purchase, the Company entered into a stockholders agreement (the “ Stockholders Agreement ”) with SWUK (and with ZHG only for purposes of the standstill provision, as described below), dated as of March 24, 2017, which became effective as of the Closing. Pursuant to its terms, the Stockholders Agreement will terminate when SWUK and its affiliates that own Common Stock (each a “ ZHG Party ” and collectively the “ ZHG Parties ”), in the aggregate, hold less than 5% of the Issuer’s outstanding shares of Common Stock. As of the date hereof, the only Reporting Party that is also a ZHG Party is SWUK, but other Reporting Parties may become ZHG Parties in the future if there is a transfer to such Reporting Party, as permitted under the Stockholders Agreement.
Directors. Pursuant to the terms of the Stockholders Agreement, for so long as the ZHG Parties own at least 20% of the Company’s outstanding Common Stock, the ZHG Parties have the right to designate two directors to the Board. After the resignation or other removal of either of the Initial ZHG Designees, unless otherwise determined by the Board, at least one of the two directors designated by the ZHG Parties will be required to (i) meet the independence standards of the New York Stock Exchange with respect to the Company and (ii) not have been, for three (3) years prior to appointment, an employee, director or officer of, or consultant to, ZHG, SWUK, ZHG Holding Co., Ltd (“ Zhonghong Holding ”) or any of their respective controlled affiliates (each a “ ZHG Entity ”, and collectively the “ ZHG Entities ”). Furthermore, each such director designee must be reasonably satisfactory to the Company’s Nominating and Corporate Governance Committee. The right of the ZHG Parties to designate directors declines to one director if the ZHG Parties, in the aggregate, own less than 20% of the Common Stock and such right terminates if the ZHG Parties, in the aggregate, own less than 10% of the Common Stock, in each case subject to certain exceptions. To the extent such designated directors meet the independence standards of the New York Stock Exchange, such directors will be entitled to serve on at least one standing committee of the Board, as determined by the Nominating and Governance Committee.
 
10

Voting Requirements. The Stockholders Agreement generally requires the ZHG Parties to vote all of their shares in excess of 15% of the total outstanding shares of the Company in the same proportion as the shares owned by other stockholders are voted on all matters, except as follows: (i) in elections of directors, the ZHG Parties are required to vote all of their shares, up to 15% of the total outstanding shares of the Company, in favor of each of the Board’s nominees and, in excess of 15%, can either vote affirmatively in favor of the Board’s nominees or in the same proportion as the shares owned by other stockholders are voted; (ii) for two years after the closing of the Stock Purchase, in third party acquisitions of the Company where the consideration is less than or equal to $23.00 per share, the ZHG Parties may vote all of their shares as they choose; and (iii) in the case of any charter or bylaw amendment which adversely affects any ZHG Party disproportionally as compared to other stockholders, an issuance of more than 20% of the Company’s outstanding shares (other than in connection with an acquisition) at a below-market price, or an acquisition of the Company by a ZHG Entity, the ZHG Parties may vote all of their shares as they choose. In a third party tender offer approved by the Board (other than, for two years after the Closing, in a third party tender offer where the consideration is less than or equal to $23.00 per share), the ZHG Parties will be required to tender their shares in excess of 15% of the total outstanding shares of the Company in the same proportion as shares held by non-ZHG Party holders are tendered.
Transfer Restrictions and Right of First Refusal . For two years after the Closing, the Stockholders Agreement requires the ZHG Parties to not transfer any shares of the Company unless (i) such transfer is approved in advance by a majority of the disinterested members of the Board or a duly authorized committee thereof; (ii) such transfer is to a ZHG Entity, provided that such ZHG Entity agrees to be bound by the terms of the Stockholders Agreement; (iii) such transfer is in connection with an acquisition approved by the Board or a duly authorized committee thereof; (iv) such transfer constitutes a tender into a tender or exchange offer commenced by the Company or any of its affiliates; or (v) such transfer is in connection with a bona fide pledge of capital stock to a financial institution that is not controlled by any governmental authority in connection with a bona fide loan or enforcement thereunder (or, if such financial institution is controlled by a governmental authority, then such financial institution must be included in The Banker’s most recently issued Top 1000 World Banks ranking or have common equity securities listed on a globally recognized stock exchange).
After two years, other than in an underwritten public offering, block trade or permitted transfer described above, the ZHG Parties will not be permitted to transfer shares of the Company to certain competitors of the Company or, to the knowledge of such ZHG Party or its broker, a person or group who is a 5% stockholder or who would thereby become a 5% stockholder. In addition, in an underwritten public offering or block trade, other than a permitted transfer described above, the transferring ZHG Party will instruct the underwriter or broker not to transfer any shares to a person or group who is a 5% stockholder or would become a 5% stockholder (unless the identity of the purchaser is not known to the underwriter or broker). In a block trade, other than a permitted transfer described above, the transferring ZHG Party will instruct its broker not to transfer shares to certain competitors of the Company (unless the identity of the purchaser is not known to such ZHG Party or its broker). If the Company proposes to issue new equity securities in an offering that is not an underwritten public offering or an offering pursuant to Rule 144A, SWUK will have the right to purchase a pro-rata portion of such issuance, measured based on the ZHG Parties’ ownership percentage in the Company at such
 
11

time (which shall initially be capped at 24.9% and decrease proportionally following transfers of shares by ZHG Parties to parties other than to ZHG Entities (the “ Maximum Ownership Percentage ”).
Standstill . Subject to the following paragraph, the Stockholders Agreement includes a standstill provision that requires ZHG, the ZHG Parties, and their respective affiliates and representatives, not to, without the prior written consent of the Company, (i) acquire, offer or agree to acquire, any beneficial interest in the Company; (ii) make any public announcement or public offer with respect to any merger, business combination, reorganization, restructuring, or other similar extraordinary transaction involving the Company or any of its subsidiaries (except when the Board affirmatively recommends or approves such transaction); (iii) make or in any way participate in, any “solicitation” of “proxies” to vote or seek to advise or influence voting of securities in a manner inconsistent with the Board’s recommendation; (iv) seek election or removal of any director other than ZHG Designator nominees or otherwise act, alone or in concert with others, to control or influence the Company; (v) call a meeting of stockholders or initiate any stockholder proposal; (vi) participate in a “group” regarding equity securities of the Company; (vii) act, alone or in concert with others, to seek to control or influence the management or policies of the Company; (viii) knowingly assist or encourage, or enter into any discussions or agreements with any third party, in connection with any of the foregoing; (ix) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (x) provide any financing for a purchase of equity securities or assets of the Company, subject to certain exceptions; (xi) take any actions that the ZHG Entities know or would reasonably be expected to know would require the Company to make a public announcement regarding the possibility of an acquisition; or (xii) contest the validity of any of the foregoing.
Notwithstanding the above, the ZHG Parties will not be prohibited from: (i) transferring shares of the Company to ZHG Entities, provided that such transferee agrees to be bound by the terms of the Stockholders Agreement; (ii) purchasing shares of the Company pursuant to its right to purchase its pro-rata portion of newly issued equity securities of the Company; (iii) making a non-public, confidential acquisition proposal to the Board; or (iv) after public announcement of a definitive agreement for the acquisition of the Company by a third party, making a publicly announced alternative acquisition proposal for all of the outstanding shares of the Company (an “ Alternative Proposal ”) which, if a tender or exchange offer, must be on the same terms for all such shares and include a non-waivable condition that a majority of the shares held by non-ZHG Party holders are tendered into such offer. The ZHG Parties remain subject to the voting and tender requirements described above with respect to third party acquisitions and tender offers whether or not a ZHG Party makes an Alternative Proposal. The ZHG Entities may purchase Company shares in the open market up to the Maximum Ownership Percentage, provided that such acquiring entity shall have agreed to be bound by the terms of the Stockholders Agreement.
Corporate Opportunity; DGCL Section  203 . The Delaware General Corporate Law (“ DGCL ”) permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Under the Stockholders Agreement, the Company has adopted resolutions waiving certain corporate opportunities presented to the ZHG Entities. In addition, although the Company has previously opted out of Section 203 of the DGCL (“ Section 203 ”), the Company’s certificate of incorporation (the “ Charter ”) contains a provision similar to Section 203 that imposes
 
12

restrictions on certain business combinations involving interested stockholders unless, among other things, the Board has approved the business combination or the transaction which resulted in the stockholder becoming an interested stockholder. The Company has exempted the ZHG Entities from these restrictions on certain business combinations under the relevant provisions of the Company’s Charter.
Registration Rights Agreement
The Company entered into a registration rights agreement (the “ Registration Rights Agreement ”) with SWUK, dated as of March 24, 2017, which became effective upon the Closing. Subject to the terms of the Stock Purchase Agreement and the Stockholders Agreement, the Registration Rights Agreement provides the ZHG Parties with certain demand, “piggyback” and other registration rights. The Registration Rights Agreement requires the Company to pay certain expenses relating to such registrations and indemnify the registration rights holder against certain liabilities under the Securities Act of 1933.
Side Letters
In connection with the Closing, SWUK entered into a letter agreement with the Issuer (the “ Issuer Side Letter ”), granting the Initial ZHG Designees with certain Board observer rights until their appointment to the Board following the 2017 Annual Meeting. In addition, in connection with the Closing, SWUK entered into a closing condition letter agreement with Blackstone (the “ Blackstone Side Letter ”), pursuant to which SWUK confirmed that the resignation of Peter Wallace, effective immediately after the 2017 Annual Meeting, was sufficient to satisfy certain of Blackstone’s obligations under the Stock Purchase Agreement.
Facility Agreement
In connection with the Stock Purchase, SWUK, SWHK and PA Eminent Opportunity VI Limited (“ PAVI ”) entered into a facility agreement dated as of May 8, 2017 (as amended from time to time, the “ Facility Agreement ”), whereby SWUK borrowed approximately $150,000,000 at an annual interest rate of 9%. Unless previously prepaid in accordance with its terms, the Facility Agreement matures on May 8, 2019, subject to any mutually agreed extension. The terms of the Facility Agreement include the issuance by SWUK to PAVI of a single Class A Preference Share of SWUK (the “ Class A Share ”). As described in the Facility Agreement, the Class A Share carries certain voting rights and entitles PAVI to appoint one director to the board of directors of SWUK (the “ Class A Director ”). The consent or approval of the holder of the Class A Share and the Class A Director is required in order for SWUK to take certain actions, including, among others, the selling, disposing of, and proposing to sell or dispose of any asset of SWUK, including any share of Common Stock (the “ Identified Matters ”).
In connection with the Facility Agreement, SWUK entered into a security agreement with Lord Central Opportunity V Limited (“ Security Agent ”), dated as of May 8, 2017 (as amended from time to time, the “ Security Agreement ”, and together with the Facility Agreement, the “ Facility Documentation ”). Pursuant to the Facility Documentation, SWUK’s obligations under the Facility Agreement are secured by a pledge of the Common Stock owned by SWUK (the “ Pledged Shares ”) and other collateral, and SWUK may be required to provide additional cash
 
13

collateral in the event the loan to value ratio falls below a specified threshold. Upon the occurrence of certain events of default as defined in the Facility Agreement, PAVI may require SWUK to pre-pay amounts outstanding under the Facility Agreement and exercise its rights to foreclose on and dispose of the Pledged Shares and other collateral, in each case in accordance with the Facility Documentation.
Investment Agreement
In connection with the Stock Purchase, SWUK, SWHK, Wang Yonghong, and China Huarong International Holdings Limited (“ Huarong ”) entered into an investment agreement, dated as of May 8, 2017 (as amended from time to time, the “ Investment Agreement ”, and together with the Security Agreement, the “ Investment Documentation ”), pursuant to which SWUK issued 10,000,000 of its class B preferred shares (the “ Class B Shares ”) in exchange for approximately $100,000,000. The Class B Shares earn a preferred cumulative dividend of 11.5% per annum payable on a bi-annual basis and upon the occurrence of certain events. As described in the Investment Agreement, the Class B Shares carry certain voting rights and have the right to appoint to the board of directors of SWUK a number of directors (the “ Class B Directors ”) such that, together with the Class A Director, such directors constitute a majority of the board of directors of SWUK. The consent or approval of the holder of the Class B Shares and the Class B Director is required for SWUK to take action on any of the Identified Matters.
SWUK may redeem all of the Class B Shares on or after May 8, 2018, and Huarong has the right to require SWUK to redeem the Class B Shares (the “ Put Option ”) on or after May 8, 2019. Pursuant to the Investment Agreement, SWUK may be required to provide additional cash collateral in the event that the value of the Pledged Shares falls below the specified security value ratio. In addition, upon the occurrence of certain events of default as defined in the Investment Agreement, Huarong has the right to exercise the Put Option and exercise its rights to foreclose on and dispose of the Pledged Shares and other collateral, in each case in accordance with the Investment Documentation.
Inter-Company Loan
In connection with the Stock Purchase, SWHK received an inter-company loan in the amount of approximately $130,000,000 (the “ Inter-Company Loan ”) from Joyful Wellness Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of SWHK (“ JWL ”). The funds provided by JWL under the Inter-Company Loan were borrowed by JWL pursuant to a subscription agreement between JWL, ZHG and Fullgoal China Access RQFII Fund SPC (“ Fullgoal ”), dated as of May 8, 2017 (as amended from time to time, the “ Subscription Agreement ”). Under the terms of the Subscription Agreement, JWL pays an annual interest rate of 14% through the maturity date of May 3, 2018, and has an option to extend the loan under the Subscription Agreement until May 3, 2019 at an annual interest rate of 15%. Upon the occurrence of certain events of default as defined in the Subscription Agreement, Fullgoal will be entitled to exercise certain remedies, including the right to accelerate payment of the loan made pursuant to the Subscription Agreement, proceed on the guarantees of JWL’s obligations made by Wang Yonghong, ZHG, and SWHK, foreclose on the shares of common stock of SWHK, SWUK, and JWL on which a security interest was granted under the Subscription Agreement, and require Zhonghong Holding to purchase all outstanding shares of common stock of SWHK from Tianjin.
 
14

Other Information
The foregoing descriptions of the Stock Purchase Agreement, Stockholders Agreement, Registration Rights Agreement, Issuer Side Letter, Blackstone Side Letter, Facility Agreement, Security Agreement, Investment Agreement, and Subscription Agreement contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such agreements, each of which is attached here as an exhibit and incorporated herein by reference.
The Reporting Persons expressly disclaim the existence of and membership in a “group” (within the meaning of Section 13(d)(3) of the Act) with each of PAVI, Security Agent, Huarong, and Fullgoal.
Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto, a copy of which is attached here as an exhibit and incorporated herein by reference.
 
Item 7.	Material to be Filed as Exhibits	
Exhibit 24.1: Power of Attorney (filed herewith).
Exhibit 24.2: Power of Attorney (filed herewith).
Exhibit 24.3: Power of Attorney (filed herewith).
Exhibit 24.4: Power of Attorney (filed herewith).
Exhibit 99.1: Joint Filing Agreement of the Reporting Persons, dated as of May 18, 2017, among the Reporting Persons (filed herewith).
Exhibit 99.2: Stock Purchase Agreement, dated as of March 24, 2017, by and among Sun Wise (UK) Co., Ltd, SW Delaware L.P., SW Delaware A L.P., SW Delaware B L.P., SW Delaware C L.P., SW Delaware D L.P., SW Delaware E L.P., SW Delaware F L.P., SW Delaware Co-Invest L.P., and SW Delaware (GSO) L.P. (filed herewith).
Exhibit 99.3 Stockholders Agreement, dated as of March 24, 2017, by and among SeaWorld Entertainment, Inc., Sun Wise (UK) Co., Ltd, and Zhonghong Zhuoye Group Co., Ltd., solely for purposes of Section 4.3 (filed herewith).
Exhibit 99.4: Registration Rights Agreement, dated as of March 24, 2017, by and between SeaWorld Entertainment, Inc. and Sun Wise (UK) Co., Ltd (filed herewith).
Exhibit 99.5: Letter Agreement, dated as of May 8, 2017, by and between SWUK and SeaWorld Entertainment, Inc. (filed herewith).
 
15

Exhibit 99.6: Closing Condition Agreement, dated as of May 8, 2017, by and between SWUK and SW Delaware L.P. (filed herewith).
Exhibit 99.7: Facility Agreement, dated as of May 8, 2017, by and among Sun Wise (UK) Co., Ltd, Sun Wise Oriented (HK) Co., Limited, and PA Eminent Opportunity VI Limited (filed herewith).
Exhibit 99.8: Security Agreement, dated as of May 8, 2017, by and between Sun Wise (UK) Co., Ltd and Lord Central Opportunity V Limited (filed herewith).
Exhibit 99.9: Investment Agreement, dated as of May 8, 2017, by and among China Huarong International Holdings Limited, Sun Wise Oriented (HK) Co., Limited, Sun Wise (UK) Co., Ltd, and Mr. Wang Yonghong (filed herewith).
Exhibit 99.10: Subscription Agreement, dated as of May 5, 2017, by and among Joyful Wellness Limited, Zhonghong Zhuoye Group Co., Limited, and Fullgoal China Access RQFII Fund SPC (filed herewith).
 
16

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 18, 2017.

SUN WISE (UK) CO., LTD	
		
By:	 	/s/ Yu Ting	
	 	Name:	 	Yu Ting	
	 	Title:	 	Attorney in Fact	
	
SUN WISE ORIENTED (HK) CO., LIMITED	
		
By:	 	/s/ Yu Ting	
	 	Name:	 	Yu Ting	
	 	Title:	 	Director	
	
TIANJIN SUN WISE ORIENTED ASSETS MANAGEMENT LIMITED	
		
By:	 	/s/ Yu Ting	
	 	Name:	 	Yu Ting	
	 	Title:	 	Attorney in Fact	
	
ZHONGHONG ZHUOYE GROUP CO., LTD	
		
By:	 	/s/ Yu Ting	
	 	Name:	 	Yu Ting	
	 	Title:	 	Attorney in Fact	
	
WANG YONGHONG	
		
By:	 	/s/ Yu Ting	
	 	Name:	 	Yu Ting	
	 	Title:	 	Attorney in Fact	
 
17

SCHEDULE A
Directors and Officers of Reporting Persons
The name, principal occupation, business address, and citizenship of each of the directors and executive officers of the Reporting Persons are set forth below.

Name	  	Principal Occupation	  	Principal Business
Address	  	Citizenship	
	
Zhonghong Zhuoye Group Co., Ltd	
Wang Yonghong	  	President of Zhonghong Zhuoye Group Co., Ltd	  	Building No. 8, Eastern International, No. 1 Ciyunsi, Chaoyang District, Beijing, China 100025	  	People’s Republic of China	
Gao Zhuo	  	Director and Chief Executive Officer of Zhonghong Zhuoye Group Co., Ltd	  	Building No. 8, Eastern International, No. 1 Ciyunsi, Chaoyang District, Beijing, China 100025	  	People’s Republic of China	
Liu Qi	  	Director and Office Director of Zhonghong Zhuoye Group Co., Ltd	  	Building No. 8, Eastern International, No. 1 Ciyunsi, Chaoyang District, Beijing, China 100025	  	People’s Republic of China	
Wang Tao	  	Director and Finance Project Manager of Zhonghong Zhuoye Group Co., Ltd	  	Building No. 8, Eastern International, No. 1 Ciyunsi, Chaoyang District, Beijing, China 100025	  	People’s Republic of China	
	
Tianjin Sun Wise Oriented Assets Management Limited	
Liu Chunxiao	  	Director of Tianjin Sun Wise Oriented Assets Management Limited; Finance Manager of Zhonghong Zhuoye Group Co., Ltd	  	Building No. 8, Eastern International, No. 1 Ciyunsi, Chaoyang District, Beijing, China 100025	  	People’s Republic of China	
	
Sun Wise Oriented (HK) Co., Limited	
Yu Ting	  	Director of Sun Wise Oriented (HK) Co., Limited; Legal Manager of Zhonghong Zhuoye Group Co., Ltd	  	Building No. 8, Eastern International, No. 1 Ciyunsi, Chaoyang District, Beijing, China 100025	  	People’s Republic of China	
	
Sun Wise (UK) Co., Ltd	
Chen Jie	  	Director of Sun Wise (UK) Co., Ltd; Associate Director at China Huarong Asset Management Co., Ltd.	  	China Huarong Tower, 60 Gloucester Road, Wanchai, Hong Kong	  	Commonwealth of Australia	
PA Eminent Opportunity VI Limited	  	Director of Sun Wise (UK) Co., Ltd;
Special Purpose Vehicle	  	Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands	  	British Virgin Islands	
 
18

Exhibit 24.1
POWER OF ATTORNEY
The undersigned ( “ Individual Owner ”), on his own behalf and on behalf of Zhonghong Zhuoye Group Co., Ltd, a company incorporated under the laws of the People’s Republic of China with limited liability (hereinafter referred to as the “ Company ”), does hereby make, constitute and appoint each of the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “ Attorney ”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.
Name of Attorney:
                    Yu Ting
                    Wang Tong
Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Individual Owner and the Company with regard to any securities owned by Individual Owner or the Company or any of its subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for Individual Owner and/or the Company in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon Individual Owner and the Company without attestation and without affixation of the seal of Individual Owner or the Company. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

IN WITNESS WHEREOF, each of Individual Owner and the Company have caused the Power of Attorney to be executed as of the 18th day of May, 2017.
ZHONGHONG ZHUOYE GROUP CO., LTD

By:	 	/s/ Wang Yonghong	
	 	Name: Wang Yonghong	
	 	Title:  President	
	
WANG YONGHONG	
		
By:	 	/s/ Wang Yonghong	

Exhibit 24.2
POWER OF ATTORNEY
The undersigned, Tianjin Sun Wise Oriented Assets Management Limited, a company incorporated under the laws of the People’s Republic of China with limited liability (hereinafter referred to as the “ Company ”), does hereby make, constitute and appoint each of the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “ Attorney ”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.
Name of Attorney:
                Yu Ting
                Wang Tong
Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to any securities owned by the Company or any of its subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Company in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Company without attestation and without affixation of the seal of the Company. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

IN WITNESS WHEREOF, the Company has caused the Power of Attorney to be executed as of the 18th day of May, 2017.
TIANJIN SUN WISE ORIENTED ASSETS MANAGEMENT LIMITED

By:	 	/s/ Liu Chunxiao	
	 	Name: Liu Chunxiao	
	 	Title:  Director	

Exhibit 24.3
POWER OF ATTORNEY
The undersigned, Sun Wise Oriented (HK) Co., Limited, a company incorporated in Hong Kong with limited liability (hereinafter referred to as the “ Company ”), does hereby make, constitute and appoint each of the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “ Attorney ”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.
Name of Attorney:
                Yu Ting
                Wang Tong
Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to any securities owned by the Company or any of its subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Company in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Company without attestation and without affixation of the seal of the Company. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

IN WITNESS WHEREOF, the Company has caused the Power of Attorney to be executed as of the 18th day of May, 2017.
SUN WISE ORIENTED (HK) CO., LIMITED

By:	 	/s/ Yu Ting	
	 	Name: Yu Ting	
	 	Title:   Director	

Exhibit 24.4
POWER OF ATTORNEY
The undersigned, Sun Wise (UK) Co., Ltd, a private limited company incorporated under the laws of England and Wales (hereinafter referred to as the “ Company ”), does hereby make, constitute and appoint each of the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “ Attorney ”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.
Name of Attorney:
                Yu Ting
                Wang Tong
                Yongli Wang
Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to any securities owned by the Company or any of its subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Company in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Company without attestation and without affixation of the seal of the Company. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

IN WITNESS WHEREOF, the Company has caused the Power of Attorney to be executed as of the 18th day of May, 2017.

SUN WISE (UK) CO., LTD	
By:	 	/s/ Chen Jie	
	 	Name: Chen Jie	
	 	Title: Director	

EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of SeaWorld Entertainment, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 18th day of May, 2017.
SUN WISE (UK) CO., LTD

By:	 	/s/ Yu Ting	
	 	Name: Yu Ting	
	 	Title:   Attorney in Fact	
SUN WISE ORIENTED (HK) CO., LIMITED

By:	 	/s/ Yu Ting	
	 	Name: Yu Ting	
	 	Title:   Attorney in Fact	
TIANJIN SUN WISE ORIENTED ASSETS MANAGEMENT LIMITED

By:	 	/s/ Yu Ting	
	 	Name: Yu Ting	
	 	Title:   Attorney in Fact	
ZHONGHONG ZHUOYE GROUP CO., LTD

By:	 	/s/ Yu Ting	
	 	Name: Yu Ting	
	 	Title:   Attorney in Fact	
	
WANG YONGHONG	
		
By:	 	/s/ Yu Ting	
	 	Name: Yu Ting	
	 	Title:   Attorney in Fact	

Exhibit 99.2
STOCK PURCHASE AGREEMENT
dated as of
March 24, 2017
among
SUN WISE (UK) CO., LTD
and
THE SELLERS NAMED HEREIN

TABLE OF CONTENTS

 	 	 	  	Page	 	
ARTICLE I DEFINITIONS	  	 	1	 	
			
Section 1.01	 	Definitions	  	 	1	 	
Section 1.02	 	Other Definitional and Interpretative Provisions	  	 	4	 	
		
ARTICLE II THE PURCHASE AND SALE	  	 	5	 	
			
Section 2.01	 	Purchase and Sale	  	 	5	 	
Section 2.02	 	Closing	  	 	5	 	
Section 2.03	 	Adjustments	  	 	6	 	
Section 2.04	 	Withholding Rights	  	 	6	 	
		
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS	  	 	6	 	
			
Section 3.01	 	Corporate Existence and Power	  	 	6	 	
Section 3.02	 	Authority of Sellers	  	 	6	 	
Section 3.03	 	Governmental Authorization	  	 	7	 	
Section 3.04	 	Non-contravention	  	 	7	 	
Section 3.05	 	Title	  	 	8	 	
Section 3.06	 	Absence of Litigation	  	 	8	 	
Section 3.07	 	Finders’ Fees	  	 	8	 	
		
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER	  	 	8	 	
			
Section 4.01	 	Corporate Existence and Power	  	 	8	 	
Section 4.02	 	Corporate Authorization	  	 	8	 	
Section 4.03	 	Governmental Authorization	  	 	9	 	
Section 4.04	 	Non-contravention	  	 	9	 	
Section 4.05	 	Finders’ Fees	  	 	10	 	
Section 4.06	 	Financing	  	 	10	 	
Section 4.07	 	Absence of Litigation	  	 	10	 	
Section 4.08	 	Ownership of Company Stock	  	 	11	 	
Section 4.09	 	Investment Intention	  	 	11	 	
Section 4.10	 	Anti-Money Laundering Laws, Anti-Terrorism Laws and Similar Laws	  	 	11	 	
		
ARTICLE V COVENANTS OF THE PARTIES	  	 	11	 	
			
Section 5.01	 	Conduct of the Parties	  	 	11	 	
Section 5.02	 	Reasonable Best Efforts	  	 	11	 	
Section 5.03	 	Public Announcements	  	 	14	 	
Section 5.04	 	Confidentiality	  	 	15	 	
Section 5.05	 	Sellers’ Representative	  	 	16	 	
Section 5.06	 	Additional Payment	  	 	16	 	
Section 5.07	 	Buyer Bank Account	  	 	18	 	
Section 5.08	 	Exclusivity	  	 	18	 	
 
ii

					
ARTICLE VI CONDITIONS TO THE CLOSING	  	18	
			
Section 6.01	 	Conditions to the Obligations of Each Party	  	18	
Section 6.02	 	Conditions to the Obligations of Buyer	  	19	
Section 6.03	 	Conditions to the Obligations of the Sellers	  	19	
Section 6.04	 	Frustration of Closing Conditions	  	20	
		
ARTICLE VII TERMINATION	  	20	
			
Section 7.01	 	Termination	  	20	
Section 7.02	 	Effect of Termination	  	22	
Section 7.03	 	Release of Escrow Fund Following Termination	  	22	
		
ARTICLE VIII MISCELLANEOUS	  	25	
			
Section 8.01	 	Notices	  	25	
Section 8.02	 	Survival	  	26	
Section 8.03	 	Amendments and Waivers	  	26	
Section 8.04	 	Costs and Expenses	  	27	
Section 8.05	 	Binding Effect; Benefit; Assignment	  	27	
Section 8.06	 	Governing Law	  	27	
Section 8.07	 	Jurisdiction	  	27	
Section 8.08	 	WAIVER OF JURY TRIAL	  	28	
Section 8.09	 	Counterparts; Effectiveness	  	28	
Section 8.10	 	Entire Agreement	  	28	
Section 8.11	 	Severability	  	28	
Section 8.12	 	Specific Performance; Remedies	  	28	
Section 8.13	 	Controlling Language of this Agreement	  	29	
Section 8.14	 	Acknowledgement of No Other Representations or Warranties	  	29	
		
Exhibit A – Sellers’ Shares	  		
 
iii

Index of Terms

1933 Act	  	 	Section 1.01	 	
1934 Act	  	 	Section 1.01	 	
Affiliate	  	 	Section 1.01	 	
Agreement	  	 	Preamble	 	
Applicable Law	  	 	Section 1.01	 	
Bankruptcy and Equity Exception	  	 	Section 3.02	 	
Blackstone Agreement	  	 	Section 6.02(c)	 	
Blackstone Entities	  	 	Section 1.01	 	
Burdensome Condition	  	 	Section 5.02(f)(i)	 	
Business Day	  	 	Section 1.01	 	
Buyer	  	 	Preamble	 	
Buyer Bank Account	  	 	Section 4.06	 	
Buyer Group	  	 	Section 7.03(e)	 	
Buyer Provided Information	  	 	Section 8.14(b)	 	
CFIUS	  	 	Section 1.01	 	
CFIUS Approval	  	 	Section 1.01	 	
CFIUS Investigation	  	 	Section 1.01	 	
CFIUS Notice	  	 	Section 5.02(e)	 	
Closing	  	 	Section 2.02(a)	 	
Closing Date	  	 	Section 2.02(a)	 	
Closing Date Payment	  	 	Section 2.02(c)	 	
Common Stock	  	 	Recitals	 	
Company	  	 	Recitals	 	
Company Stockholders Agreement	  	 	Recitals	 	
Confidential Information	  	 	Section 5.04(d)	 	
Disclosing Party	  	 	Section 5.04(a)	 	
End Date	  	 	Section 7.01(b)(i)	 	
Escrow Agent	  	 	Recitals	 	
Escrow Agreement	  	 	Recitals	 	
Escrow Fund	  	 	Recitals	 	
Exon-Florio Amendment	  	 	Section 1.01	 	
Foreign Antitrust Laws	  	 	Section 3.03(a)	 	
Government List	  	 	Section 1.01	 	
Governmental Authority	  	 	Section 1.01	 	
Hong Kong	  	 	Section 1.01	 	
Holdback Shares	  	 	Section 2.01	 	
HSR Act	  	 	Section 1.01	 	
knowledge	  	 	Section 1.01	 	
Lien	  	 	Section 1.01	 	
MOFCOM	  	 	Section 1.01	 	
NDRC	  	 	Section 1.01	 	
NYSE	  	 	Section 1.01	 	
Order	  	 	Section 6.01(a)	 	
Organizational Documents	  	 	Section 1.01	 	
Parties	  	 	Preamble	 	
 
iv

					
Per Share Purchase Price	  	 	Section 2.01	 	
Person	  	 	Section 1.01	 	
PRC	  	 	Section 1.01	 	
Purchase Price	  	 	Section 2.01	 	
Receiving Party	  	 	Section 5.04(a)	 	
Registration Rights Agreement	  	 	Recitals	 	
Representatives	  	 	Section 1.01	 	
SAFE	  	 	Section 1.01	 	
Sale	  	 	Section 2.01	 	
SEC	  	 	Section 1.01	 	
Seller	  	 	Preamble	 	
Seller Group	  	 	Section 7.03(e)	 	
Seller Provided Information	  	 	Section 8.14(a)	 	
Sellers	  	 	Preamble	 	
Sellers’ Representative	  	 	Section 5.05(a)	 	
Shares	  	 	Recitals	 	
Subsidiary	  	 	Section 1.01	 	
Sun HK	  	 	Section 4.01	 	
Wire Transfer Instructions	  	 	Section
2.02(b)	 

v

STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this “ Agreement ”) dated as of March 24, 2017 among the entities listed on Exhibit A (each a “ Seller ”, and collectively, the “ Sellers ”) and Sun Wise (UK) Co., Ltd (“ Buyer ”). The Sellers and Buyer are each sometimes referred to herein individually as a “ Party ” and, collectively, as the “ Parties ”).
RECITALS
WHEREAS , the Sellers own shares of common stock of SeaWorld Entertainment, Inc., a Delaware corporation (the “ Company ”), par value $0.01 per share (the “ Common Stock ”);
WHEREAS , each Seller desires to sell the number of shares of Common Stock set forth next to such Seller’s name on Exhibit A (collectively, with respect to all Sellers, the “ Shares ”) to Buyer, and Buyer desires to acquire the Shares from the Sellers, upon the terms and subject to the conditions of this Agreement;
WHEREAS , Buyer and the Sellers’ Representative (as defined below) have entered into an Escrow Agreement as of the date hereof (the “ Escrow Agreement ”) with Citibank, N.A. as the escrow agent (the “ Escrow Agent ”) and Buyer has deposited $50,000,000 (such amount, together with all accrued interest thereon, the “ Escrow Fund ”) into the escrow account set up pursuant to the Escrow Agreement; and
WHEREAS , Buyer and the Company have entered into that certain Stockholders Agreement, dated as of the date hereof (the “ Company Stockholders Agreement ”) and that certain Registration Rights Agreement, dated as of the date hereof (the “ Registration Rights Agreement ”).
NOW, THEREFORE , in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions . (a) As used herein, the following terms have the following meanings:
“ 1933 Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ 1934 Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this Agreement, none of the Sellers shall be deemed to be an Affiliate of the Company or any of its Subsidiaries.

“ Applicable Law ” means, with respect to any Person, any federal, state, provincial, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, writ, stipulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.
“ Blackstone Entities ” means the Affiliates of The Blackstone Group L.P. that comprise the private equity business of The Blackstone Group L.P.; provided, however, that the Blackstone Entities shall not include any portfolio company of The Blackstone Group L.P.
“ Business Day ” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Hong Kong are authorized or required by Applicable Law to close.
“ CFIUS ” means the Committee on Foreign Investment in the United States.
“ CFIUS Approval ” means if, following any discussion between the Parties and CFIUS staff regarding the transaction contemplated by this Agreement, CFIUS staff formally or informally requests the Parties to submit a CFIUS Notice, or if the Parties mutually agree to submit a CFIUS Notice related to the Sale and the other transactions contemplated by this Agreement, or if a CFIUS Investigation has commenced for any reason, then any of the following: (a) the 30-day review period under Exon-Florio Amendment shall have expired and the Parties shall have received notice from CFIUS that such review has been concluded and that either the transactions contemplated hereby do not constitute a “covered transaction” under the Exon-Florio Amendment or there are no unresolved national security concerns, and all action under the Exon-Florio Amendment is concluded with respect to the transactions contemplated hereby, or (b) an investigation shall have been commenced after such 30-day review period and CFIUS shall have determined to conclude all action under the Exon-Florio Amendment without sending a report to the President of the United States, and the Parties shall have received notice from CFIUS that there are no unresolved national security concerns, and all action under the Exon-Florio Amendment is concluded with respect to the transactions contemplated hereby, or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby, or the time permitted by law for such action shall have lapsed.
“ CFIUS Investigation ” means, prior to the Closing, a CFIUS review or investigation of the transactions contemplated by this Agreement under the Exon-Florio Amendment.
“ Exon-Florio Amendment ” means Section 721 of Title VII of the Defense Production Act of 1950, as amended (as codified at 50 U.S.C. App. § 4565) and the regulations promulgated thereunder.
“ Government List ” means any list maintained by any agency or department of any Governmental Authority in the United States of America of Persons, organizations or entities subject to international trade, export, import or transactions restrictions, controls or prohibitions, including (i) the Denied Persons List and Entities List maintained by the United States Department of Commerce, (ii) the List of Specially Designated Nationals and Blocked Persons and the List of Sectoral Sanctions Identification maintained by the United States Department of Treasury, (iii) the Foreign Terrorist Organizations List and the Debarred Parties List maintained by the United States Department of State and (iv) those Persons, organizations and entities listed in the Annex to, or who are otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 21, 2004).
 
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“ Governmental Authority ” means any transnational, domestic or foreign federal, state, county, municipal or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof, including any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government.
“ Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.
“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
“ knowledge ” means (i) with respect to the Sellers, the actual knowledge of Peter Wallace after due inquiry, and (ii) with respect to Buyer, the actual knowledge of Yoshikazu Maruyama or Yongli Wang, in each case after due inquiry.
“ Lien ” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse rights or claims of any kind in respect of such property or asset.
“ MOFCOM ” means the Ministry of Commerce of the PRC and/or its competent provincial or local counterparts.
“ NDRC ” means the National Development and Reform Commission of the PRC and/or its competent provincial or local counterparts.
“ NYSE ” means the New York Stock Exchange.
“ Organizational Documents ” means, with respect to any Person, such Person’s certificate of incorporation or formation or organization, articles of organization, bylaws, partnership agreement, limited partnership agreement, limited liability company agreement, other operating agreement, stockholders’ agreement or other similar governing documents of such Person, each as amended through the date hereof.
“ Person ” means an individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (including any person or group as defined in Section 13(d)(3) of the 1934 Act).
“ PRC ” means the People’s Republic of China.
“ Representatives ” mean, with respect to any Party, such Party’s directors, officers, employees, Affiliates, subsidiaries, advisors (including without limitation, financial advisors, attorneys, accountants, actuaries and consultants) and agents.
 
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“ SAFE ” means the State Administration of Foreign Exchange of the PRC and/or its competent provincial or local counterparts.
“ SEC ” means the Securities and Exchange Commission.
“ Subsidiary ” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned by such Person.
Section 1.02 Other Definitional and Interpretative Provisions . The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall be inclusive and not exclusive. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. As context requires, any masculine gender shall include the feminine and neuter genders; any feminine gender shall include the masculine and neuter genders; and any neuter gender shall include masculine and feminine genders. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. The symbol “$” refers to United States Dollars, the lawful currency of the United States of America. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends and such phrase shall not mean simply “if.” References to “day” shall mean a calendar day unless otherwise indicated as a “Business Day.” Each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision.
 
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ARTICLE II
THE PURCHASE AND SALE
Section 2.01 Purchase and Sale . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Sellers shall sell and deliver to Buyer, and Buyer shall purchase and acquire from the Sellers, all right, title and interest in and to the Shares, free and clear of all Liens (other than transfer restrictions arising under applicable securities laws and any Liens created by Buyer) in exchange for payment to the Sellers (or their designees) pursuant to Section 2.02(c) and Section 2.02(d) in the amount of $23.00 per Share, without interest (the “Per Share Purchase Price” and the aggregate amount of $448,547,449 to be paid to the Sellers for all 19,502,063 Shares pursuant to Section 2.02(c) and Section 2.02(d), the “Purchase Price”) (such transaction, the “Sale”), subject to adjustment pursuant to Section 2.03; provided, however, that the Sellers may reduce the number of shares of Common Stock comprising the Shares by up to 80,000 shares of Common Stock (such amount, if any, the “Holdback Shares”) by delivering notice to Buyer specifying the amount of the Holdback Shares together with an updated Exhibit A not later than the earlier of (x) April 14, 2017 and (y) the date that is two Business Days prior to the Closing, and if Buyer delivers such a notice, the Purchase Price shall be reduced by the Per Share Purchase Price multiplied by the number of Holdback Shares; provided further that, any such reduction resulting in Holdback Shares shall not impede or delay the consummation of the transactions contemplated by this Agreement. At the Closing, each Seller shall deliver or cause to be delivered to Buyer certificates representing the number of Shares set forth opposite such Seller’s name on Exhibit A (as may be updated pursuant to the proviso in the previous sentence), each such certificate to be duly endorsed in favor of Buyer or accompanied by a separate stock power duly executed by such Seller.
Section 2.02 Closing .
(a) Upon the terms and subject to the conditions of this Agreement, the closing of the Sale (the “ Closing ”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 a.m. (New York time) on a date as Buyer and the Sellers may mutually agree, but in any event no later than three Business Days after the date the conditions set forth in Article VI (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the Party or Parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Buyer and the Sellers may mutually agree (such date being the “ Closing Date ”).
(b) At least five Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to Buyer wire transfer instructions (the “ Wire Transfer Instructions ”) designating the bank account(s) to which the Purchase Price shall be paid by Buyer at the Closing.
(c) At the Closing, Buyer shall cause to be paid to the Sellers (or their designees), by wire transfer of immediately available funds, at Buyer’s election, either (i) an amount equal to the Purchase Price, which shall be delivered into the bank account(s) as set forth in the Wire Transfer Instructions or (ii) an amount (the “ Closing Date Payment ”) equal to the Purchase Price less the Escrow Fund, which Closing Date Payment shall be delivered into the bank account(s) as set forth in the Wire Transfer Instructions, in each case as the Purchase Price may be adjusted by Section 2.03.
(d) At the Closing, (i) if Buyer delivers or causes to be delivered the Purchase Price in accordance with Section 2.02(c)(i), then Buyer and the Sellers’ Representative shall deliver a Joint Release Notice (as defined in the Escrow Agreement) to the Escrow Agent (pursuant to the terms of the Escrow Agreement) instructing the Escrow Agent to deliver the Escrow Fund to Buyer and (ii) if Buyer delivers or causes to be delivered the Closing Date Payment in accordance with Section 2.02(c)(ii), then Buyer and the Sellers’ Representative shall deliver a Joint Release Notice to the Escrow Agent (pursuant to the terms of the Escrow Agreement) instructing the Escrow Agent to deliver the Escrow Fund to the Sellers (or their designees), in the case of either clause (i) or (ii) above, by wire transfer of immediately available funds, to the bank accounts specified in the Joint Release Notice.
 
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Section 2.03 Adjustments . If, during the period between the date of this Agreement and the Closing, (x) the Company declares an ordinary, special or extraordinary dividend in respect of Common Stock with a record date during such period, the Per Share Purchase Price shall be decreased by an amount equal to the per share amount of such dividend or (y) the Common Stock shall have been changed into a different number of shares or a different class, including by reason of any reclassification, recapitalization, stock split, reverse stock split or combination, the Per Share Purchase Price and the amount of the Shares shall be appropriately adjusted.
Section 2.04 Withholding Rights . Buyer and its Affiliates and the Escrow Agent shall be entitled to deduct and withhold from the consideration payable hereunder such amounts as it is required to deduct and withhold under applicable U.S. federal, state, local or non-U.S. tax laws; provided, however, that if any amounts are required to be deducted or withheld under the laws of the PRC (or any jurisdiction thereof or therein), Buyer shall pay such additional amounts as may be necessary so that the amounts received by the Sellers, after such withholding or deduction (including any such withholding or deduction on such additional amounts), will not be less than the amounts provided under this Agreement. Any such amounts so withheld and paid over to the applicable taxing authority shall be treated for all purposes of this Agreement as having been paid to the Sellers.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
The Sellers hereby represent and warrant, jointly and severally, to Buyer that:
Section 3.01 Corporate Existence and Power . Each Seller is an entity duly organized, validly existing and, where applicable, in good standing under the Applicable Laws of the State of Delaware. Each Seller has all corporate (or other organizational) power and authority necessary to own or lease all of its properties and assets and to carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, prevent or materially delay consummation of any of the transactions contemplated by this Agreement or otherwise have a materially adverse effect on the ability of such Seller to perform its material obligations under this Agreement.
Section 3.02 Authority of Sellers . The execution, delivery and performance of this Agreement by the Sellers and the consummation by the Sellers of the transactions contemplated hereby are within the organizational powers of such Sellers and have been duly authorized by all necessary corporate (or other organizational) action on the part of each of the Sellers and all necessary approvals by any of the equityholders of the Sellers and their respective Affiliates necessary to authorize the execution, delivery and performance by Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby have been obtained. This Agreement has been duly executed and delivered by each of the Sellers and, assuming due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding agreement of each of the Sellers, enforceable against each Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity (the “ Bankruptcy and Equity Exception ”)).
 
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Section 3.03 Governmental Authorization . The execution, delivery and performance by the Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby require no consent, approval, authorization or permit of or other action by, or filing, declaration, registration with, or notification to any Governmental Authority other than:
(a) filings required under, and compliance with other applicable requirements of, the HSR Act and competition, merger control, antitrust or similar Applicable Law of any jurisdiction outside of the United States (“ Foreign Antitrust Laws ”);
(b) such consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications required as a result of the identity of Buyer or any of its Affiliates;
(c) any filings required under, and compliance with any other applicable requirements of, the 1933 Act, the 1934 Act and any other Applicable Laws concerning state or federal securities or the rules and regulations of the NYSE; or
(d) any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications the absence of which would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated hereby.
Section 3.04 Non-contravention . The execution, delivery and performance by the Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of any of the Sellers, (ii) assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 3.03 have been obtained and all filings and notifications described in Section 3.03 have been made and any waiting periods thereunder have terminated or expired, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law with respect to the Sellers, (iii) assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 3.03 have been obtained and all filings and notifications described Section 3.03 have been made and any waiting periods thereunder have terminated or expired, require any consents of, approvals of, authorizations of, permits with, filings with, declarations of, actions of, registrations with, or notifications to any Person the absence of which would cause, permit or give rise to a right of termination or cancellation, an acceleration of performance required or other change of any right or obligation or the loss of any benefit to which any Seller is entitled under any term, condition or provision of any material agreement or other instrument binding upon any Seller or (iv) result in the creation or imposition of any Lien on any property or other asset of any Seller, with only such exceptions, in the case of each of clauses (ii) through (iv), as would not reasonably be expected to, individually or in the aggregate, prevent or materially impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement.
 
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Section 3.05 Title . Each Seller is the owner of, and has good, valid and marketable title to, the Shares set forth next to such Seller’s name on Exhibit A , free and clear of any Liens other than transfer restrictions under applicable securities laws. Upon transfer of the Shares to Buyer at the Closing in accordance with this Agreement, Buyer will own all of the Shares free and clear of any Liens, except for transfer restrictions under applicable securities laws and any Liens created by Buyer. Other than the Shares set forth on Exhibit A and, if Buyer delivers the notice specified in Section 2.01, other than with respect to Holdback Shares, no Seller or any Blackstone Entity is an owner of any other shares of Common Stock of the Company.
Section 3.06 Absence of Litigation . As of the date of this Agreement, there is no action, suit, investigation, proceeding or claim pending against, or, to the knowledge of the Sellers, threatened against, or any order, judgment, ruling or decree imposed upon, the Sellers or any of their respective Affiliates before (or, in the case of threatened actions, suits, investigations, proceedings or claims, would be before) or by, or any settlement agreement or other similar written agreement with, or continuing investigation by, any Governmental Authority that would reasonably be expected to prevent or materially impair or delay the consummation of the Sale or the other transactions contemplated by this Agreement.
Section 3.07 Finders’ Fees . No Seller has entered into any agreement or arrangement entitling any investment banker, broker, finder or financial advisor to any fee or commission in connection with the transactions contemplated by this Agreement for which Buyer or its Affiliates would be responsible.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to the Sellers that:
Section 4.01 Corporate Existence and Power . Buyer is duly organized, validly existing and, where applicable, in good standing under the Applicable Laws of England and Wales. Buyer has all corporate or other organizational powers and all authority necessary to own or lease all of its properties and assets and to carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, prevent or materially delay consummation of any of the transactions contemplated by this Agreement or otherwise have a materially adverse effect on the ability of Buyer to perform its material obligations under this Agreement. Sun Wise Oriented (HK) Co., Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of the PRC (“ Sun HK ”) is the sole owner of all of the share capital or other equity interests of Buyer. Zhonghong Zhuoye Group Co. Ltd., a company incorporated under the laws of the PRC, is the sole owner of all of the share capital or other equity interests of Sun HK.
Section 4.02 Corporate Authorization . The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby are within the organizational powers of Buyer and have been duly authorized by all necessary corporate or other organizational action on the part of Buyer and no approval by any of the equityholders of Buyer or its Affiliates is necessary to authorize the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions
 
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contemplated hereby. This Agreement has been duly executed and delivered by Buyer and, assuming due authorization, execution and delivery by the Sellers, constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms (subject to the Bankruptcy and Equity Exception).
Section 4.03 Governmental Authorization .
(a) The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby require no consent, approval, authorization or permit of or other action by, or filing, declaration, registration with, or notification to any Governmental Authority other than:
(i) filings required under, and compliance with other applicable requirements of, the HSR Act and Foreign Antitrust Laws;
(ii) such consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications required as a result of the identity of the Sellers or any of their respective Affiliates;
(iii) any filings required under, and compliance with any other applicable requirements of, the 1933 Act, the 1934 Act and any other Applicable Laws concerning state or federal securities or the rules and regulations of the NYSE; or
(iv) any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications the absence of which would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated hereby.
(b) No consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications by NDRC, MOFCOM, SAFE or any other Governmental Authorities in the PRC are required in connection with the execution, delivery or performance of this Agreement.
Section 4.04 Non-contravention . The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of Buyer, (ii) assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 4.03 have been obtained and all filings and notifications described in Section 4.03 have been made and any waiting periods thereunder have terminated or expired, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law with respect to Buyer, (iii) assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 4.03 have been obtained and all filings and notifications described in Section 4.03 have been made and any waiting periods thereunder have terminated or expired, require any consents of, approvals of, authorizations of, permits with, filings with, declarations of, actions of, registrations with, or notifications to any Person the absence of which would cause, permit or give rise to a right of termination or cancellation, an acceleration of performance
 
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required or other change of any right or obligation or the loss of any benefit to which Buyer is entitled under any term, condition or provision of any material agreement or other instrument binding upon Buyer or (iv) result in the creation or imposition of any Lien on any property or other asset of Buyer, with only such exceptions, in the case of each of clauses (ii) through (iv), that would not reasonably be expected to, individually or in the aggregate, prevent or materially impair or delay the ability of Buyer to consummate the transactions contemplated by this Agreement.
Section 4.05 Finders’ Fees . Buyer has not entered into any agreement or arrangement entitling any investment banker, broker, finder or financial advisor to any fee or commission in connection with the transactions contemplated by this Agreement for which the Sellers or their Affiliates would be responsible.
Section 4.06 Financing . As of the date of this Agreement, Buyer has (and at the Closing, Buyer will have) sufficient funds on hand in Wing Lung Bank located in Hong Kong in the name and under the control of Buyer or Sun HK (the “ Buyer Bank Account ”) to (together with the Escrow Fund) pay the Purchase Price and all fees and expenses payable by Buyer in connection with the transactions contemplated by this Agreement. Buyer has provided to the Sellers and the Company an accurate bank statement showing proof of the amount of funds in the Buyer Bank Account as of the date hereof, which funds are sufficient to consummate the transactions contemplated hereby. Buyer or Sun HK is the owner of, and has good, valid and marketable title to, the Buyer Bank Account and the funds deposited therein, free and clear of any Liens or other restrictions on use or transfer thereof or withdrawal of funds therefrom, including with respect to currency exchange or other restrictions or requirements under Applicable Law. Notwithstanding anything in this Agreement to the contrary, Buyer affirms, represents and warrants that it is not a condition to the Closing or to any of its obligations under this Agreement that it obtain financing for the transactions contemplated by this Agreement.
Section 4.07 Absence of Litigation . As of the date of this Agreement, there is no action, suit, investigation, proceeding or claim pending against, or, to the knowledge of Buyer, threatened against, or any order, judgment, ruling or decree imposed upon, Buyer or any of its Affiliates before (or, in the case of threatened actions, suits, investigations, proceedings or claims, would be before) or by, or any settlement agreement or other similar written agreement with, or continuing investigation by, any Governmental Authority that would reasonably be expected to prevent or materially impair or delay the consummation of the Sale or the other transactions contemplated by this Agreement.
Section 4.08 Ownership of Company Stock . None of Buyer or any of its Affiliates owns (directly or indirectly, beneficially or of record), or is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, any shares of capital stock of the Company other than this Agreement, the Registration Rights Agreement and the Company Stockholders Agreement.
Section 4.09 Investment Intention . Buyer has knowledge and experience in financial and business matters and it is capable of evaluating the merits and risks of acquiring the Shares. Buyer is an “accredited investor” as that term is defined in Regulation D promulgated under the 1933 Act and is a “qualified institutional buyer” as defined in Rule 144A promulgated under the
 
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1933 Act. Buyer will acquire the Shares for investment purposes, for its own account and not with a view towards distribution or for sale in violation of the 1933 Act. Buyer is acting as principal, and not as agent, in connection with the Sale and Applicable Laws concerning federal and state securities. Buyer understands that the Shares have not been registered under the 1933 Act, or any applicable state or foreign securities Law, and cannot be sold unless subsequently registered under the 1933 Act or Applicable Laws concerning foreign securities or pursuant to an applicable exemption therefrom and pursuant to Applicable Laws concerning state securities, as applicable.
Section 4.10 A nti-Money Laundering Laws, Anti-Terrorism Laws and Similar Laws .
(a) None of Buyer, any Person directly or indirectly controlling or controlled by Buyer, or, to Buyer’s knowledge, after reasonable review of publicly available information, any of Buyer’s beneficial owners is included on a Government List or is owned in any amount or controlled by any Person on a Government List, as amended from time to time.
(b) None of Buyer, any Person directly or indirectly controlling or controlled by Buyer, or, to Buyer’s knowledge, after reasonable review of publicly available information, any of Buyer’s beneficial owners is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those Persons or entities that appear on any Government List, as amended from time to time.
(c) None of the funds to be used to purchase the Shares or in connection with the transactions identified in this Agreement shall be knowingly derived from any activities that contravene any Applicable Laws concerning money laundering, terrorism, narcotics trafficking, or bribery, or from any Person, entity, country, or territory on a Government List.
ARTICLE V
COVENANTS OF THE PARTIES
Section 5.01 Conduct of the Parties . Buyer shall not, and shall cause its Subsidiaries not to from the date of this Agreement until the first to occur of the Closing Date or the termination of this Agreement in accordance with its terms, take any action or fail to take any action that is intended to or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Buyer to consummate the Sale or the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this of this Agreement.
Section 5.02 Reasonable Best Efforts .
(a) Subject to the terms and conditions of this Agreement, Buyer and the Sellers shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to
 
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consummate the transactions contemplated by this Agreement and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement.
(b) In furtherance and not in limitation of the foregoing, (i) Buyer shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five Business Days hereof, including providing notice of such filing to the Company as required by the HSR Act, (ii) Buyer and the Sellers shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) Buyer shall use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, that nothing herein shall prohibit Buyer or the Sellers from, in good faith, seeking to limit the scope or content of any such request.
(c) In furtherance and not in limitation of the foregoing, each of Buyer and the Sellers shall use their respective reasonable best efforts to, and Buyer shall cause its Subsidiaries to use their reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private party, including by (A) defending against all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation or the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (B) seeking to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the Parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (C) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby, and (ii) keep the other Party informed in all material respects and on a reasonably timely basis of (x) any substantive communications received by such Party from, or given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, CFIUS or any other Governmental Authority and of any substantive communications received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement and (y) the status of any request, inquiry, investigation, action or legal proceeding from, by or before any Governmental Authority or third party with respect to the transactions contemplated by this Agreement. Subject to Applicable Law relating to the exchange of information, each of Buyer and the Sellers shall have the reasonable opportunity to review in advance, and will consult the other Parties or Party on and consider in good faith the views of the other Parties or Party in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Authority in connection with the transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Authority or by any Applicable Law, in connection with any request, inquiry, investigation, action or legal proceeding by or from any Governmental Authority with respect to the transactions contemplated by this Agreement, each of Buyer, on the one hand, and
 
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the Sellers, on the other hand, will permit authorized Representatives of the other Parties or Party to be present at each substantive meeting or conference with a Governmental Authority relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with such request, inquiry, investigation, action or legal proceeding. With respect to any materials required to be given by either Party to the other Party pursuant to this Section 5.02(c), such first Party may give such materials to such second Party’s outside counsel, instead of directly to such second Party.
(d) In furtherance and not in limitation of the foregoing, each of Buyer and the Sellers shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the transactions contemplated hereby.
(e) In furtherance and not in limitation of the foregoing, if (i) a filing is formally or informally requested by CFIUS; (ii) Buyer and the Sellers mutually agree to make a CFIUS filing related to the Sale and the other transactions contemplated by this Agreement; or (iii) a CFIUS Investigation is commenced for any other reason, then, in each case, Buyer and the Sellers shall as promptly as reasonably practicable submit to CFIUS a draft of a joint voluntary notice of the transaction contemplated by this Agreement (the “ CFIUS Notice ”). Each of Buyer and the Sellers shall use its reasonable best efforts to provide any requested supplemental information and other related information pursuant to the Exon-Florio Amendment, and submit a final CFIUS Notice and other related information pursuant to the Exon-Florio Amendment as promptly as reasonably practicable after receiving any comments to the draft CFIUS Notice during the pre-notice consultation process; provided, that nothing herein shall prohibit Buyer or the Sellers from, in good faith, seeking to limit the scope or content of any such request. Each of Buyer and the Sellers shall, as promptly as reasonably practicable, provide, or cause to be provided, all agreements, documents, instruments, affidavits or information that may be required or requested by CFIUS relating to such Party or its Affiliates or its or their structure, ownership, businesses, operations, regulatory and legal compliance, assets, liabilities, financing, financial condition or results of operations, or any of its or their directors, officers, employees, partners, members or shareholders; provided, that nothing herein shall prohibit Buyer or the Sellers from, in good faith, seeking to limit the scope or content of any such request.
(f) For the purposes of this Section 5.02, “ reasonable best efforts ” shall be deemed to include, subject to the proviso below, complying with any requirements of Applicable Law or order of any Governmental Entity that may be imposed in connection with seeking and obtaining any consents, approvals, authorizations, waivers or exemptions of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement; provided, that, for the purposes of this Section 5.02, “reasonable best efforts” shall not require, or be deemed to require:
(i) Buyer or any of its Affiliates to agree to or take any action that would result in any arrangements, conditions or restrictions imposed by any Governmental Authority that would, individually or in the aggregate, reasonably be expected to have (A) a material adverse effect on the business of the Company and its Subsidiaries, taken as a whole, or (B) a material adverse effect on the
 
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businesses of Buyer and its Subsidiaries, taken as a whole (any such arrangements, conditions or restrictions, a “ Burdensome Condition ”); provided that any arrangements, conditions or restrictions relating to Buyer’s physical or other access to (x) the Company’s information technology systems or servers or (y) personal identifier, financial or other data pertaining to individual theme park guests, shall not contribute to or constitute, individually or in the aggregate, a Burdensome Condition; or
(ii) The Sellers to be obligated to agree to or take any action, make any commitment or incur any liability or other obligation other than to take the actions specifically described in clause (i) of Section 5.02(a), clause (ii) of Section 5.02(b), Section 5.02(c) and Section 5.02(e).
(iii) Notwithstanding the foregoing, prior to Buyer being entitled to invoke a Burdensome Condition, Buyer and the Sellers and their respective Representatives shall meet and confer in good faith in order to (x) exchange and review their respective views and positions as to such Burdensome Condition and (y) discuss and present to, and engage with, the applicable Governmental Authority regarding any potential approaches or workarounds that would avoid such Burdensome Condition or mitigate its impact so it is no longer a Burdensome Condition.
(g) For the avoidance of doubt, no member of the Seller Group shall have any obligation under this Agreement to request or cause the Company or its Affiliates to take or refrain from taking any action pursuant to this Section 5.02 or any other provision of this Agreement and neither the Company nor any of its Affiliates shall have any obligations pursuant to this Section 5.02 or any other provision of this Agreement.
Section 5.03 Public Announcements . The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Buyer, on the one hand, and the Sellers, on the other hand. Thereafter, each of Buyer, on one hand, and the Sellers, on the other hand, shall obtain the other Parties’ or Party’s prior written consent before such Party or Parties issue(s) a press release concerning this Agreement and the transactions contemplated hereby; provided , that each Party may make any disclosures or filings as permitted pursuant to Section 5.04.
Section 5.04 Confidentiality .
(a) This Agreement and the terms hereof are confidential and shall be deemed to be “Confidential Information” for purposes of this Section 5.04. In connection with the transactions contemplated by this Agreement, Buyer, on one hand, and the Sellers, on the other hand, may exchange certain Confidential Information (the Party disclosing such Confidential Information shall be referred to herein as the “ Disclosing Party ” and the Party receiving such Confidential Information shall be referred to herein as the “ Receiving Party ”). Each Receiving Party shall, and shall instruct its respective Affiliates and Representatives to, maintain in confidence and not disclose the Disclosing Party’s Confidential Information to any Person other than its Representatives who have a
 
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need to know such information in connection with the transactions contemplated by this Agreement and the Receiving Party shall be liable for any breach of this Section 5.04 by such Persons; provided , that (i) a Party may disclose the terms of this Agreement as required by the rules of a U.S. or foreign securities exchange, or in any filings with the SEC as required by the 1934 Act, (ii) a Party may disclose the terms of this Agreement in connection with the submissions contemplated by Section 5.02, or (iii) any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by Applicable Law, as advised by outside legal counsel, in which case the Receiving Party shall promptly notify, to the extent legally permissible, the Disclosing Party so that the Disclosing Party may take reasonable steps to contest such requirement or to protect the Disclosing Party’s rights prior to disclosure, and the Receiving Party shall cooperate in a reasonable manner with the Disclosing Party in obtaining any such remedy. If such remedy is not obtained or the provisions of this Section 5.04 are otherwise waived, the Receiving Party may, without liability hereunder, disclose such Confidential Information that it is advised by its outside legal counsel that it is legally required to disclose under such Applicable Law.
(b) Promptly upon written demand by the Disclosing Party at any time, the Receiving Party agrees promptly to return or destroy (to the extent legally permissible), at the Receiving Party’s option, all Confidential Information (other than this Agreement). Notwithstanding the foregoing sentence of this Section 5.04(b), the Receiving Party and its Representatives shall each have the right to retain the Confidential Information to the extent required by applicable legal, professional or regulatory obligation, including any bona fide internal policies and procedures implemented in connection therewith, and the Receiving Party and its Representatives may retain electronic copies of Confidential Information created pursuant to standard archival/back-up procedures; provided, that notwithstanding any termination of this Agreement and subject to Section 5.04(c), so long as the Receiving Party or its Representatives retain any such Confidential Information, such Confidential Information shall continue to remain confidential pursuant to the terms of this Section 5.04 as if such Section shall have continued to remain in full force and effect.
(c) This Section 5.04 shall terminate upon the two year anniversary of the earlier of the (i) Closing Date and (ii) the termination of this Agreement pursuant to Section 7.01.
(d) For purposes of this Agreement, “ Confidential Information ” shall mean oral and written proprietary or confidential information concerning any Person; provided , that “Confidential Information” shall not include any information that any Receiving Party can demonstrate: (i) at the time of disclosure or thereafter is generally available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or its Representatives in violation of this Section 5.04), (ii) is or becomes available to the Receiving Party or its Representatives on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that, to the Receiving Party’s or such Representative’s knowledge, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation owed to the Disclosing Party, (iii) is already in the Receiving Party’s or any of
 
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its Representative’s possession on a non-confidential basis (other than information furnished by or on behalf of the Disclosing Party) or (iv) is independently developed or acquired by the Receiving Party or any of its Representatives without reference to, or use of, any Confidential Information and without otherwise violating this Section 5.04.
Section 5.05 Sellers’ Representative .
(a) Each Seller hereby designates SW Delaware L.P. as the initial representative for and on behalf of the Sellers (the “ Sellers’ Representative ”) as attorney-in-fact and agent to act on behalf of such Seller Party in this Agreement and the Escrow Agreement, including the power and authority to:
(i) enter into the Escrow Agreement and to authorize payments from the Escrow Fund to the Sellers or Buyer;
(ii) determine any adjustments to Purchase Price and the amount of Shares as provided in Section 2.03; and
(iii) take all actions necessary or appropriate or refrain from doing all such further acts and things, and to execute all such documents, as the Sellers’ Representative shall deem appropriate in conjunction for the accomplishment of any of the foregoing.
(b) The Sellers’ Representative may resign at any time upon giving notice thereof to Buyer. Prior to any such resignation, the resigning Sellers’ Representative shall, on behalf of the Sellers, appoint its successor. Upon any appointment as the Sellers’ Representative hereunder, such successor Sellers’ Representative shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Sellers’ Representative, and the retiring Sellers’ Representative shall be discharged from its duties and obligations as the Sellers’ Representative hereunder. After any retiring Sellers’ Representative’s resignation as the Sellers’ Representative, the provisions of this Section 5.05 shall continue in effect for such retiring Sellers’ Representative benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Seller’s Representative.
(c) Each Seller hereby agrees (i) that any member of the Buyer Group shall be entitled to rely on any and all statements made by and actions taken by the Sellers’ Representative without any liability to, or obligation to inquire of, any Seller, and (ii) each Seller shall be jointly and severally liable to each member of the Buyer Group for any and all losses or damages incurred by such Person arising out of any breach of this Section 5.05 by the Sellers’ Representative or any Seller.
Section 5.06 Additional Payment .
(a) If, after the date of this Agreement and prior to the one-year anniversary of the Closing, Buyer (or any group) directly or indirectly becomes the beneficial owner of shares of Common Stock that, together with any other shares beneficially owned by Buyer (or any group), constitute a majority of the then-outstanding shares of Common
 
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Stock, Buyer shall, concurrent with and as a condition to the closing of the acquisition of shares of Common Stock that results in such majority ownership, pay to the Sellers (or their designees), in respect of each Share sold to Buyer at the Closing, the excess, if any, of the highest price per share paid by Buyer (or any group) for shares of Common Stock over $23.00 (applying appropriate adjustments to any stock split, stock dividend, or other transaction that would customarily warrant an adjustment in such circumstance) (the “ Excess Payment ”).
(b) Notwithstanding Section 5.06(a), no Excess Payment shall be due or payable in the event that:
(i) Buyer (or any group) directly or indirectly becomes the beneficial owner of shares of Common Stock that, together with any other shares beneficially owned by Buyer (or any group), constitute a majority of the then-outstanding shares of Common Stock, and
(ii) Buyer (or any group) becomes such owner following either
(A) any bona fide proposal or offer (whether binding or non-binding) to acquire, directly or indirectly, shares of Common Stock which, together with any other shares beneficially owned by the Third Party (defined below), constitute a majority of the then-outstanding shares of Common Stock, or to engage in a merger or other business combination with the Company (each, an “ Acquisition Proposal ”), which Acquisition Proposal (1) specified a proposed purchase price per share of Common Stock and was made by a third party (the “ Third Party ”) that is not an Affiliate of Buyer (or any group) and is not acting in concert with Buyer (or any group) (whether at the time of such Acquisition Proposal, or at any time thereafter), and (2) following which Acquisition Proposal, the Company, the board of directors of the Company, or a committee of the board of directors of the Company, engages, participates, or becomes involved in any substantive discussions or negotiations with such Third Party regarding such Acquisition Offer, or
(B) any solicitation by the Company of an Acquisition Proposal after the date of this Agreement from a Third Party, and
(iii) the Acquisition Proposal referred to in Section 5.06(b)(ii)(A) or Section 5.06(b)(ii)(B) did not follow an inquiry, suggestion, indication of interest, offer or proposal (whether binding or non-binding) by or on behalf of Buyer (or any group) to acquire shares of Common Stock that, together with any other shares beneficially owned by Buyer (or any group), constitute a majority of the then outstanding shares of the Common Stock, or to engage in a merger or other business combination with the Company or any discussions by or on behalf of Buyer (or such group), on the one hand, and the Company or its Representatives, on the other hand, relating to any such inquiry, suggestion, indication of interest, offer or proposal.
 
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(c) For purposes of this Section 5.06, (i) the term “group” shall mean any group (with such term to have the meaning as set forth in Section 13(d)(3) of the 1934 Act) of which Buyer or an Affiliate of Buyer is a member or with respect to which Buyer or an Affiliate of Buyer has any agreement, arrangement or understanding to become a member and (ii) the term “beneficial owner” shall have the meaning set forth in Rule 13d-3 or Rule 16a-1 promulgated under the 1934 Act and it shall be presumed that beneficial ownership of shares of Common Stock shall be obtained by Buyer (or any group) upon the requisite approval of the holders of the Common Stock to a merger agreement or other business combination that provides for the acquisition of such shares of Common Stock by Buyer (or any group). Any Excess Payment shall be treated as an adjustment to the Purchase Price for U.S. federal income tax purposes, except as otherwise required pursuant to a final “determination” within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended.
Section 5.07 Buyer Bank Account . Neither Buyer nor any of its Affiliates shall, without the prior written consent of the Sellers, reduce, transfer, withdraw, remove or otherwise decrease the amount of available funds in the Buyer Bank Account, pledge, grant, create or otherwise permit to exist any Liens on the Buyer Bank Account or the funds deposited therein or other restrictions on use or transfer thereof or withdrawal of funds therefrom, or otherwise take any action with respect to the Buyer Bank Account, in each case, that would reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated herein.
Section 5.08 Exclusivity . Each Seller agrees that it will not, nor will it permit its directors, officers, employees or the Blackstone Entities to (and it will not cause its other Representatives to), between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, solicit, initiate, participate in negotiations with respect to, encourage or assist the submission of any proposal, negotiation or offer from any Person, other than Buyer and its Representatives, relating to the direct or indirect sale or any other form of disposition of the Shares; provided that the foregoing shall not restrict the activities of any such Representative that is also a member of the Company’s board of directors in his or her capacity as a director of the Company or any actions by the Sellers or any of their Representatives, but only to the extent any such action is used to prepare any such member to act in such capacity.
ARTICLE VI
CONDITIONS TO THE CLOSING
Section 6.01 Conditions to the Obligations of Each Party . The respective obligations of each of the Parties to consummate the Sale are subject to the satisfaction (or waiver, if permissible under Applicable Law) on or prior to the Closing Date of the following conditions:
(a) No restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Sale (an “ Order ”) shall have taken effect after the date hereof and shall still be in effect.

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(b) Any applicable waiting period (and any extension thereof) under the HSR Act relating to the Sale shall have expired or been terminated.
(c) CFIUS Approval (if applicable) shall have been obtained at or prior to the Closing.
Section 6.02 Conditions to the Obligations of Buyer . The obligations of Buyer to consummate the Sale are subject to the satisfaction (or waiver, if permissible under Applicable Law) on or prior to the Closing Date of the following further conditions:
(a) (i) each of the Sellers shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing, (ii) (A) the representations and warranties of the Sellers contained in Section 3.05 (Title) shall be true and correct in all respects (except for de minimis inaccuracies) at and as of the date hereof and the Closing as if made at and as of such time and (B) all other representations and warranties of the Sellers contained in this Agreement or in any certificate or other writing delivered by the Sellers pursuant hereto (disregarding all materiality qualifications contained therein) shall be true and correct at and as of the date hereof and the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with only such exceptions as, individually or in the aggregate, would not reasonably be likely to prevent, materially delay or materially impede the ability of the Sellers to consummate the Sale and the other transactions contemplated hereby and (iii) Buyer shall have received a certificate signed by the general partner or an authorized signatory of each of the Sellers to the foregoing effect.
(b) Each of the Sellers shall have delivered to Buyer a duly executed certificate of non-foreign status satisfying the requirements set forth in U.S. Treasury Regulations Section 1.1445-2(b)(2).
(c) The Sellers shall have delivered to Buyer written resignations, in form and substance reasonably acceptable to Buyer and effective as of the Closing, from each member of the board of directors of the Company nominated by the Blackstone Group or any Blackstone Entity (as such terms are defined in that certain Stockholders Agreement, dated April 24, 2013, by and among the Company and the other parties thereto (the “ Blackstone Agreement ”)), pursuant to the Blackstone Agreement.
Section 6.03 Conditions to the Obligations of the Sellers . The obligations of the Sellers to consummate the Sale are subject to the satisfaction (or waiver, if permissible under Applicable Law) on or prior to the Closing Date of the following further conditions:
(a) (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing, (ii) the representations and warranties of Buyer contained in this Agreement or in any certificate or other writing delivered by the Sellers pursuant hereto (disregarding all materiality qualifications
 
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contained therein) shall be true and correct at and as of the date hereof and the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with only such exceptions as, individually or in the aggregate, would not reasonably be likely to prevent, materially delay or materially impede the ability of Buyer to consummate the Sale and the other transactions contemplated hereby; and (iii) the Sellers shall have received a certificate signed by an executive officer of Buyer to the foregoing effect.
Section 6.04 Frustration of Closing Conditions . Prior to the End Date, none of the Sellers or Buyer may rely on the failure of any condition set forth in Article VI to be satisfied if such failure was caused by such Party’s failure to use the standard of efforts required from such Party to comply with this Agreement and to consummate the Sale and the other transactions contemplated by this Agreement.
ARTICLE VII
TERMINATION
Section 7.01 Termination . This Agreement may be terminated and the Sale may be abandoned at any time prior to the Closing:
(a) by mutual written agreement of the Sellers and Buyer;
(b) by either Buyer or the Sellers, by written notice to the other Parties or Party, as applicable, if:
(i) The Sale has not been consummated on or before May 8, 2017 (as such date may be extended pursuant to the following proviso, the “ End Date ”); provided, that if on May 8, 2017, (x) (1) a CFIUS Investigation has been commenced but CFIUS Approval has not been obtained and/or (2) the waiting period (and any extension thereof) under the HSR Act relating to the Sale has not expired or been terminated but (y) all other conditions to the Closing set forth in Article VI shall have been satisfied or, if permissible under Applicable Law, waived by the Party entitled to waive such condition (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on such date), then the End Date may be extended to August 7, 2017 if either Buyer or the Sellers notify the other Parties or Party, as applicable, in writing on or prior to May 8, 2017 of Buyer’s or the Sellers’ election to so extend the End Date; provided , further , that the right to terminate this Agreement pursuant to this Section 7.01(b)(i) shall not be available to any Party or Parties whose breach or breaches of any provision of this Agreement results in the failure of the Sale to be consummated by such time;
(ii) There shall be any Order preventing the consummation of the Sale in effect that shall have become final and nonappealable; provided , that the right to terminate this Agreement pursuant to this Section 7.01(b)(ii) shall not be available to any Party or Parties whose breach or breaches of any provision of this Agreement results in such Order; or

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(iii) The President of the United States of America shall have made a determination under the Exon-Florio Amendment to suspend or to block the transactions contemplated by this Agreement; provided , that the right to terminate this Agreement pursuant to this Section 7.01(b)(iii) shall not be available to any Party or Parties whose breach or breaches of any provision of this Agreement results in such action by the President of the United States of America.
(c) By Buyer, by written notice to the Sellers, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of any Sellers set forth in this Agreement shall have occurred that (A) would cause the conditions set forth in clauses (i) or (ii) of Section 6.02(a) not to be satisfied, and (B) is incapable of being cured by the End Date or, if curable, is not cured by the Sellers within 30 days of receipt by the Sellers of written notice of such breach or failure (or, if the End Date is less 30 days from the date of receipt of such notice, by the End Date); provided , that Buyer shall not have the right to terminate this Agreement pursuant to this Section 7.01(c) if, at the time of the delivery of such notice, Buyer is in material breach of its obligations under this Agreement.
(d) By the Sellers, by written notice to Buyer, if:
(i) A breach of any representation or warranty or failure to perform any covenant or agreement on the part of Buyer set forth in this Agreement shall have occurred that would (A) cause the conditions set forth in clauses (i) or (ii) of Section 6.03(a) not to be satisfied, and (B) is incapable of being cured by the End Date or, if curable, is not cured by Buyer within 30 days of receipt by Buyer of written notice of such breach or failure (or, if the End Date is less than 30 days from the date of receipt of such notice, by the End Date); provided , that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 7.01(d)(i) if, at the time of the delivery of such notice, the Sellers are in material breach of their obligations under this Agreement; or
(ii) (A) All of the conditions set forth in Section 6.01 and Section 6.02 (other than those conditions that by their terms are to be satisfied at the Closing) have been satisfied or waived (subject to Section 6.04), (B) the Sellers have delivered to Buyer an irrevocable written notice confirming that all of the conditions set forth in Section 6.03 have been satisfied (or that the Sellers are willing to waive any unsatisfied conditions in Section 6.03) and that the Sellers are ready, willing and able to consummate the Closing, and (C) Buyer fails to complete the Closing within three Business Days following the date on which the Closing should have occurred pursuant to Section 2.02(a).
 
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Section 7.02 Effect of Termination . If this Agreement is terminated in accordance with Section 7.01, this Agreement shall become void and of no effect and without liability of any member of the Buyer Group or Seller Group (any of their respective Representatives (including as “Representatives”, with respect to Buyer and solely for purposes of this Section 7.02, any actual debt financing sources of Buyer)) to the other Parties, in each case, relating to, based on or arising under or out of this Agreement, the transactions contemplated hereby or the subject matter hereof (including the negotiation and performance of this Agreement), in each case whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws or otherwise and whether by or through attempted piercing of the corporate veil; provided that the provisions of this Section 7.02, Sections 5.04 and 7.03 and Article VIII shall survive any termination hereof in accordance with Section 7.01 and, subject to Section 7.03, none of the Sellers or Buyer shall be relieved or released from any liabilities or damages arising out of its willful and intentional breach of any provision of this Agreement.
Section 7.03 Release of Escrow Fund Following Termination .
(a) Release to Sellers . Immediately following the termination of this Agreement in accordance with Section 7.01, each of the Sellers’ Representative and Buyer shall take all actions necessary, required or advisable (including the Sellers’ Representative executing and delivering a Sellers Release Notice (as defined in the Escrow Agreement) to the Escrow Agent) to cause the Escrow Fund to be immediately released to the Sellers (or their designee) pursuant to the terms of the Escrow Agreement in the following circumstances:
(i) (A) all of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied other than (x) those conditions that by their terms are to be satisfied at the Closing and (y) Section 6.01(a) (solely as a result of an Order from a Governmental Authority in the PRC) and (B) this Agreement is terminated by either the Sellers or Buyer in accordance with Section 7.01(b)(i);
(ii) this Agreement is terminated by either the Sellers or Buyer in accordance with Section 7.01(b)(ii) or Section 7.01(b)(iii) (solely as a result of an Order from a Governmental Authority in the PRC); or
(iii) this Agreement is terminated by the Sellers in accordance with Section 7.01(d)(i) or Section 7.01(d)(ii).
(b) Release to Sellers and Buyer . Immediately following the termination of this Agreement in accordance with Section 7.01, each of the Sellers’ Representative and Buyer shall take all actions necessary, required or advisable (including the Sellers’ Representative executing and delivering a Sellers Release Notice to the Escrow Agent) to cause one-half of the Escrow Fund to be immediately released to the Sellers (or their designee) and one-half of the Escrow Fund to be immediately released to Buyer (or its designee) pursuant to the terms of the Escrow Agreement in the following circumstances:
(i) (A) all of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied other than (x) those conditions that by their terms are to be satisfied at the Closing and (y) Section 6.01(a) (and at the time of such termination there shall be an Order in effect from a Governmental Authority in the PRC preventing the consummation of the Sale) and (B) this Agreement is terminated by either the Sellers or Buyer in accordance with Section 7.01(b)(i); or
 
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(ii) this Agreement is terminated by either the Sellers or Buyer in accordance with Section 7.01(b)(ii) (and at the time of such termination there shall be an Order in effect from a Governmental Authority in the PRC preventing the consummation of the Sale).
This Section 7.03(b) shall not be applicable if Section 7.03(a) is applicable.
(c) Release to Buyer . Immediately following the termination of this Agreement in accordance with Section 7.01, each of the Sellers’ Representative and Buyer shall take all actions necessary, required or advisable (including executing any joint instructions required pursuant to the Escrow Agreement) to cause the Escrow Fund to be immediately released to Buyer (or its designee) pursuant to the terms of the Escrow Agreement in the following circumstances:
(i) This agreement is terminated pursuant to Section 7.01(a);
(ii) This Agreement is terminated by either the Sellers or Buyer pursuant to Section 7.01(b)(i) in any circumstance other than the circumstances described in Section 7.03(a)(i) or Section 7.03(b)(i) above;
(iii) this Agreement is terminated by either the Sellers or Buyer (x) pursuant to Section 7.01(b)(ii) in any circumstance other than the circumstances described in Section 7.03(a)(ii) or Section 7.03(b)(ii) above or (y) pursuant to Section 7.01(b)(iii) in any circumstance other than the circumstances described in Section 7.03(b)(ii) above; or
(iv) this Agreement is terminated by Buyer pursuant to Section 7.01(c).
(d) The Parties acknowledge that the Escrow Fund or one-half of the Escrow Fund, as applicable, is a reasonable forecast of the actual damages to the Sellers and constitutes liquidated damages and not a penalty. The Parties acknowledge that the agreements contained in this Section 7.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if either Buyer or the Sellers’ Representative fails to cause the Escrow Fund to be released pursuant to the terms of this Section 7.03, such Party shall also pay any documented out-of-pocket costs and expenses (including attorney fees) incurred by the other Party in connection with a legal action to enforce this Agreement that results in a judgment against the Party failing to cause the Escrow Fund to be released pursuant to Section 7.03.
(e) Subject to the proviso in the last sentence of Section 8.12, in the event that Buyer fails to effect the Closing for any reason or no reason or it otherwise breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fails to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then the Sellers’ rights (i) to terminate this Agreement and receive the Escrow Fund in accordance with Section 7.03(a) or one-half of the Escrow Fund pursuant to Section 7.03(b) and (ii) to receive any amounts due to the Sellers pursuant to Section 7.03(d) shall be the sole and exclusive
 
23

remedy (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws or otherwise and whether by or through attempted piercing of the corporate veil) of the Sellers and any of their respective Affiliates against (A) Buyer, (B) the former, current and future holders of any equity, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, or assignees of Buyer, (C) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Buyer or (D) any holders or future holders of any equity, stock, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing (clauses (A) – (D), collectively, the “ Buyer Group ”), for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Sale or the other transactions contemplated by this Agreement to be consummated (whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, none of Buyer or any other member of the Buyer Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement, the Sale or any of the other transactions contemplated by this Agreement other than pursuant to the first sentence of this Section 7.03(e), and in no event shall (X) the Sellers or the Company, (Y) the former, current and future holders of any equity, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, or assignees of the Sellers or the Company or (Z) any holders or future holders of any equity, stock, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing (clauses (X) – (Z), collectively, the “ Seller Group ”) seek, or permit to be sought, on behalf of any member of the Seller Group, any monetary damages from any member of the Buyer Group in connection with this Agreement, the Sale or any of the other transactions contemplated by this Agreement, other than from Buyer pursuant to the first sentence of this Section 7.03(e).
(f) Subject to Section 8.12, in the event that the Sellers fails to effect the Closing for any reason or no reason or they otherwise breach this Agreement (whether willfully, intentionally, unintentionally or otherwise) or otherwise fail to perform hereunder (whether willfully, intentionally, unintentionally or otherwise), then Buyer’s right to (i) terminate this Agreement and receive the Escrow Fund in accordance with Section 7.03(c), (ii) to receive any amounts due to Buyer pursuant to Section 7.03(d) and (iii) in the event that the remedy of specific performance is not available, to terminate this Agreement pursuant to Section 7.01(c) and to seek to recover from the Sellers any damages as a court of competent jurisdiction may find Buyer to be entitled arising out of or resulting from the Sellers’ breach or breaches of any provision of this Agreement in an aggregate amount not to exceed $50,000,000, shall be the sole and exclusive remedy (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws or otherwise and whether by or through attempted piercing of the corporate veil) of any member of the Buyer Group against any member of the Seller Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully,
 
24

intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Sale or the other transactions contemplated by this Agreement to be consummated (whether willfully, intentionally, unintentionally or otherwise). None of the Sellers or any other member of the Seller Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement, the Sale or any of the other transactions contemplated by this Agreement other than pursuant to the first sentence of this Section 7.03(f), and in no event shall Buyer or any other member of the Buyer Group seek, or permit to be sought, on behalf of any member of the Buyer Group, any monetary damages from any member of the Seller Group in connection with this Agreement, the Sale or any of the other transactions contemplated by this Agreement, other than from the Sellers pursuant to the first sentence of this Section 7.03(f). Notwithstanding the foregoing, this Section 7.03(f) shall not limit the ability of Buyer after the Closing to seek to recover from the Sellers any damages as a court of competent jurisdiction may find Buyer to be entitled arising out of or relating from the Sellers’ breach of the representations and warranties set forth in Section 3.05 in an aggregate amount not to exceed the Purchase Price.
ARTICLE VIII
MISCELLANEOUS
Section 8.01 Notices . All notices, requests and other communications to any Party shall be in writing and shall be deemed given if delivered personally, telecopy faxed (which is confirmed), sent by electronic mail transmission (with confirmation of receipt of such electronic mail received by return electronic mail) or sent by international overnight courier (providing proof of delivery) to the parties at the addresses set forth below. Each Party agrees that notices, requests and other communications required to be given by or to any of the Sellers shall be deemed to be given if delivered by or to the Sellers’ Representative in accordance with the requirements of this Section 8.01.
if to Buyer, to:
c/o Zhonghong Zhuoye Group Co., Ltd.
Building No. 8, Eastern International, No. 1
Ciyunsi, Chaoyang District
Beijing, People’s Republic of China 1000
Facsimile:   (0086) 010-85356993
E-mail:        yuting_zh2015@163.com
Attention:    Yu Ting
with a copy to:
Paul Hastings LLP
515 South Flower Street, Floor 25
Los Angeles, CA 90071
Facsimile:  (213) 996-3254
E-mail:       RobertMiller@paulhastings.com
Attention:   Robert A. Miller, Jr.
 
25

if to the Sellers, to:
SW Delaware L.P.
c/o The Blackstone Group
345 Park Avenue
New York, NY 10154
Facsimile:     (646) 253-8712
Email:           wallace@blackstone.com
Attention:     Peter F. Wallace
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Facsimile:     (212) 455-2502
Email:           wneely@stblaw.com
                       bstadler@stblaw.com
Attention:     Wilson S. Neely
                      Brian M. Stadler
or to such other address, facsimile number or electronic mail address as such Party may hereafter specify for the purpose by notice to the other Parties. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.
Section 8.02 Survival . Other than the representations and warranties set forth in Section 3.05, which shall survive until 60 days after the expiration of the applicable statute of limitations, the representations, warranties, covenants and agreements contained herein and in any certificate or other writing delivered pursuant hereto shall not survive the Closing (except for any covenant or agreement of the Parties that by its express terms contemplates performance after the Closing) and all rights, claims and causes of action (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws or otherwise and whether by or through attempted piercing of the corporate veil) with respect to such representations, warranties, covenants and agreements shall terminate at the Closing.
Section 8.03 Amendments and Waivers .
(a) Any provision of this Agreement may be amended, supplemented or waived in any and all respects at any time prior to the Closing, if, but only if, such amendment, supplement or waiver is in writing and is signed, in the case of an amendment or supplement, by each Party or, in the case of a waiver, by each Party against whom the waiver is to be effective.
 
26

(b) At any time prior to the Closing, the Sellers, on one hand, and Buyer, on the other hand, may, by prior written notice to the other Party or Parties, and subject to Applicable Law, (i) waive any inaccuracies in the representations and warranties of the other Party or Parties, (ii) extend the time for the performance of any of the obligations or acts of the other Party or Parties, (iii) waive compliance by the other Party or Parties with any of the agreements contained herein or (iv) except as otherwise provided herein, waive any of the other Party’s or Parties’ conditions. No failure or delay by any Party or Parties in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.
Section 8.04 Costs and Expenses . Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement, the Sale and the other transactions contemplated by this Agreement shall be paid by the Party incurring such cost or expense. Buyer shall bear and timely pay (i) all filing fees associated with the HSR Act and (ii) all fees and expenses of the Escrow Agent in connection with the Escrow Agreement.
Section 8.05 Binding Effect; Benefit; Assignment .
(a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties and their successors and permitted assigns.
(b) No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other Party, except that with prior written notice to Buyer, any Seller may transfer or assign its right to sell Shares at the Closing to one or more other Sellers so long as the total number of Shares remains the same; provided , that , (i) any such assignment or designation shall not impede or delay the consummation of the transactions contemplated by this Agreement, (ii) the representations and warranties set forth in Article III shall be true and correct with respect to such assignee or designee and (iii) such transfer or assignment shall not relieve any Seller of its obligations hereunder or enlarge, alter or change any obligation of any other Party or due to any Party. Any purported assignment, delegation or transfer not permitted by this Section 8.05(b) is null and void.
Section 8.06 Governing Law . This Agreement, the Escrow Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, termination, performance or nonperformance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state.
Section 8.07 Jurisdiction . The Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in the Delaware Chancery Court and any state appellate court therefrom within the State of Delaware (or, if the
 
27

Delaware Chancery Court shall not have or declines to accept jurisdiction over a particular matter, any federal court located in the State of Delaware or other Delaware state court), and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 8.01 shall be deemed effective service of process on such Party.
Section 8.08 WAIVER OF JURY TRIAL . EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 8.09 Counterparts; Effectiveness . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by all of the other Parties. Until and unless each Party has received a counterpart hereof signed by the other Parties, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).
Section 8.10 Entire Agreemen t . This Agreement and the Escrow Agreement (and all exhibits and schedules hereto and thereto) constitute the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, whether oral and written, between the Parties with respect to the subject matter of this Agreement.
Section 8.11 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable by any rule of law or public policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such a determination that any term or other provision is invalid, illegal, void or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by Applicable Law and in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 8.12 Specific Performance; Remedies . The Parties agree that (i) irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Sellers do not perform the provisions of this Agreement (including failing to take such actions as are required of them hereunder in order to consummate
 
28

the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions and (ii) the right of Buyer to specific enforcement is an integral part of the Sale and the other transactions contemplated by this Agreement and without that right, Buyer would not have entered into this Agreement. The Parties acknowledge and agree that Buyer shall be entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of this Agreement by the Sellers and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy, subject to Section 7.03(f), to which Buyer is entitled at law or in equity. The Sellers agree that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (x) Buyer has an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy for any reason at law or equity. If Buyer seeks an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, it shall not be required to provide any bond or other security in connection with any such order or injunction. The Parties agree that the Sellers shall not be entitled to an injunction to prevent breaches of this Agreement by Buyer or to enforce specifically the terms and provisions of this Agreement or any other equitable relief and that the sole and exclusive remedy of the Sellers relating to a breach of this Agreement by Buyer shall be the remedy set forth in the first sentence of Section 7.03(e); provided, that the Sellers shall be entitled to seek specific performance to prevent any breach by Buyer of Section 5.04.
Section 8.13 Controlling Language of this Agreement . This Agreement has been negotiated and executed in the English language, and this English language execution version shall govern in all respects and prevail over any translation of the same, including for the purposes of enforcing this Agreement in any court or other tribunal.
Section 8.14 Acknowledgement of No Other Representations or Warranties .
(a) Buyer acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has relied solely on the results of its own independent investigation and the representations and warranties expressly set forth in Article III. None of the Sellers, the Company or any of their respective Affiliates or Representatives or any other Person makes any other express or implied representation or warranty, at law or in equity, with respect to the Sellers, the Company or any of their respective Affiliates or as to the accuracy or completeness of any information regarding their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other information provided to Buyer or its Affiliates or Representatives (including as “Representatives”, with respect to Buyer and solely for purposes of this Section 8.14, any actual debt financing sources of Buyer) (any such information described in this Section 8.14(a), the “ Seller Provided Information ”), notwithstanding the delivery or disclosure to Buyer or its Affiliates or Representatives of any documentation, estimates, projections, forecasts or other information by the Sellers, the Company or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Sellers, the Company or any of their respective Affiliates or the future business, operations or affairs of the Sellers, the Company or any of their respective Affiliates heretofore or hereafter delivered to or made available to Buyer or its Representatives
 
29

or Affiliates. To the fullest extent permitted by Applicable Law and subject to Section 8.12, except with respect to the representations and warranties contained in Article III or any breach of any covenant or other agreement of the Sellers contained herein, none of the Sellers or the Company, their Affiliates or any of their respective Affiliates or Representatives shall have any liability to Buyer or its Affiliates, or any of their respective Affiliates or Representatives on any basis (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities laws, or otherwise and whether by or through attempted piercing of the corporate veil) based upon any Seller Provided Information or statements (or any omissions therefrom) provided or made available by the Sellers or its Affiliates and Representatives to Buyer or its Affiliates and Representatives in connection with the transactions contemplated by this Agreement.
(b) Each of the Sellers acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has relied solely on the results of its own independent investigation and the representations and warranties expressly set forth in Article IV. None of Buyer or any other Person makes any other express or implied representation or warranty, at law or in equity, with respect to Buyer or its Affiliates or as to the accuracy or completeness of any information regarding their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other information provided to the Sellers or any of their Affiliates or Representatives (any information described in this Section 8.14(b), the “ Buyer Provided Information ”), notwithstanding the delivery or disclosure to the Sellers or any of their Affiliates or Representatives of any documentation, estimates, projections, forecasts or other information by Buyer or any of its Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Buyer or its Affiliates or the future business, operations or affairs of Buyer or its Affiliates heretofore or hereafter delivered to or made available to the Sellers Parties or their Representatives or Affiliates. To the fullest extent permitted by Applicable Law and subject to Section 8.12, except with respect to the representations and warranties contained in Article IV or any breach of any covenant or other agreement of Buyer contained herein, none of Buyer, its Affiliates or any of their respective Affiliates or Representatives shall have any liability to any Seller Party or its Affiliates, or any of their respective Affiliates or Representatives on any basis (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities laws, or otherwise and whether by or through attempted piercing of the corporate veil) based upon any Buyer Provided Information or statements (or any omissions therefrom) provided or made available by Buyer or its Affiliates and Representatives to the Sellers or their Affiliates and Representatives in connection with the transactions contemplated by this Agreement.
[The remainder of this page has been intentionally left blank; signature pages follow.]
 
30

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers or signatories as of the date set forth on the cover page of this Agreement.

SUN WISE (UK) CO., LTD	
		
By:	 	/s/ Yongli Wang	
	 	Name: Yongli Wang	
	 	Title: Director	
	
SW DELAWARE L.P.	
SW DELAWARE A L.P.	
SW DELAWARE B L.P.	
SW DELAWARE C L.P.	
SW DELAWARE D L.P.	
SW DELAWARE E L.P.	
SW DELAWARE F L.P.	
SW DELAWARE CO-INVEST L.P.	
SW DELAWARE (GSO) L.P.	
		
By:	 	SW Cayman Limited, its general partner	
		
By:	 	/s/ Peter Wallace	
	 	Name: Peter Wallace	
	 	Title: Director	

EXHIBIT
Exhibit A

Seller	  	Number of Shares	 	
SW DELAWARE L.P.	  	 	15,820,811	 	
SW DELAWARE A L.P.	  	 	493,827	 	
SW DELAWARE B L.P.	  	 	555,394	 	
SW DELAWARE C L.P.	  	 	506,711	 	
SW DELAWARE D L.P.	  	 	182,040	 	
SW DELAWARE E L.P.	  	 	570,487	 	
SW DELAWARE F L.P.	  	 	445,853	 	
SW DELAWARE CO-INVEST L.P.	  	 	679,058	 	
SW DELAWARE (GSO) L.P.	  	 	247,882	 	
	  	 	 	 	
Total	  	 	19,502,063	 	

Exhibit 99.3
SEAWORLD ENTERTAINMENT, INC.
STOCKHOLDERS AGREEMENT
Dated as of March 24, 2017

TABLE OF CONTENTS
Page
							
ARTICLE I INTRODUCTORY MATTERS	  	 	1	 	
			
1.1	 	Defined Terms	  	 	1	 	
1.2	 	Construction	  	 	9	 	
		
ARTICLE II CORPORATE GOVERNANCE MATTERS	  	 	9	 	
			
2.1	 	Composition of the Board	  	 	9	 	
2.2	 	Size of the Board	  	 	11	 	
2.3	 	Committees	  	 	11	 	
2.4	 	Qualification of ZHG Designees	  	 	11	 	
2.5	 	Participation of ZHG Designees in Certain Matters; Acquisition Proposals	  	 	13	 	
2.6	 	Resignations	  	 	14	 	
2.7	 	Other ZHG Investments	  	 	14	 	
		
ARTICLE III VOTING MATTERS	  	 	15	 	
			
3.1	 	Voting in Elections	  	 	15	 	
3.2	 	Voting with respect to Certain Acquisitions	  	 	15	 	
3.3	 	Voting with respect to Other Matters	  	 	16	 	
3.4	 	Quorum	  	 	16	 	
		
ARTICLE IV ADDITIONAL COVENANTS	  	 	16	 	
			
4.1	 	Transfer Restrictions	  	 	16	 	
4.2	 	Right of First Refusal	  	 	19	 	
4.3	 	Standstill	  	 	20	 	
4.4	 	Information and Access Rights	  	 	23	 	
4.5	 	Cooperation	  	 	23	 	
4.6	 	Tender of Shares in Certain Acquisitions	  	 	24	 	
4.7	 	Public Announcements	  	 	24	 	
4.8	 	Corporate Opportunities	  	 	24	 	
4.9	 	Translator	  	 	24	 	
		
ARTICLE V REPRESENTATIONS AND WARRANTIES	  	 	25	 	
			
5.1	 	Representations and Warranties of the Company	  	 	25	 	
5.2	 	Representations and Warranties of ZHG	  	 	25	 	
5.3	 	No Other Representations or Warranties	  	 	26	 	
		
ARTICLE VI GENERAL PROVISIONS	  	 	26	 	
			
6.1	 	Termination	  	 	26	 	
6.2	 	Notices	  	 	26	 	
 
i

							
6.3	 	Amendment; Waiver	  	 	27	 	
6.4	 	Further Assurances	  	 	28	 	
6.5	 	Assignment	  	 	28	 	
6.6	 	Third Parties	  	 	28	 	
6.7	 	Governing Law	  	 	28	 	
6.8	 	Jurisdiction; Waiver of Jury Trial	  	 	28	 	
6.9	 	Specific Performance	  	 	28	 	
6.10	 	Entire Agreement	  	 	29	 	
6.11	 	Severability	  	 	29	 	
6.12	 	Table of Contents, Headings and Captions	  	 	29	 	
6.13	 	Counterparts	  	 	29	 	
6.14	 	Effectiveness of this Agreement	  	 	30	 	
 
ii

STOCKHOLDERS AGREEMENT
This Stockholders Agreement, dated as of March 24, 2017, by and among SeaWorld Entertainment, Inc., a Delaware corporation (the “ Company ”), Sun Wise (UK) Co., Ltd, a private limited company incorporated under the laws of England and Wales (“ ZHG ”), and, solely for purposes of Section 4.3 , Zhonghong Zhuoye Group Co., Ltd., a company incorporated under the laws of the People’s Republic of China (“ ZHG Group ”).
BACKGROUND:
WHEREAS, ZHG and Blackstone (as defined below), as of the date hereof, have entered into the Stock Purchase Agreement (as defined below), pursuant to which, among other things, ZHG has agreed to purchase from Blackstone, and Blackstone has agreed to sell to ZHG, shares of Common Stock (as defined below), subject to the terms and conditions set forth in the Stock Purchase Agreement;
WHEREAS, the Company is entering into this Agreement as a condition to ZHG’s willingness to enter into the Stock Purchase Agreement;
WHEREAS, concurrently with the execution of this Agreement, the Company and ZHG are entering into a Registration Rights Agreement, dated as of the date hereof (the “ Registration Rights Agreement ”), providing for certain registration rights which the Company is granting to ZHG;
WHEREAS, concurrently with the execution of this Agreement, Sea Holdings I, LLC and Zhonghong Holding Co., Ltd. (“ ZHG Holding ”), are entering into a Park Exclusivity and Concept Design Agreement, and Sea Holdings I, LLC and ZHG Holding are entering into a Center Concept & Preliminary Design Support Agreement, each dated as of the date hereof;
WHEREAS, in connection with the transactions contemplated by the Stock Purchase Agreement, the Company and ZHG wish to set forth certain understandings between such parties, including with respect to certain governance matters; and
WHEREAS, the Company and ZHG wish the rights and obligations set forth herein to become automatically effective simultaneously with the Closing (as defined below).
NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
ARTICLE I
INTRODUCTORY MATTERS
1.1 Defined Terms . In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

“ 5% Stockholder ” means, in connection with a proposed Transfer of Equity Securities of the Company, any Person or Group that has filed or is required to file a statement of beneficial ownership report on Schedule 13D or Schedule 13G with the SEC which reports such Person’s or Group’s beneficial ownership of five percent (5%) or more of the total outstanding Common Stock at the time of such proposed Transfer.
“ Acquisition ” means any transaction or series of related transactions involving: (i) (a) any acquisition (whether direct or indirect, including by way of merger, share exchange, consolidation, business combination or other similar transaction) or purchase from the Company or any of its Subsidiaries that would result in any Person or Group Beneficially Owning more than fifty percent (50%) of the total outstanding Equity Securities of the Company or any of its Subsidiaries (measured by voting power or economic interest), or (b) any tender offer, exchange offer or other secondary acquisition that would result in any Person or Group Beneficially Owning more than fifty percent (50%) of the total outstanding Equity Securities of the Company or any of its Subsidiaries (measured by voting power or economic interest), or (c) any merger, consolidation, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries that would result in the stockholders of the Company immediately preceding such transaction Beneficially Owning less than fifty percent (50%) of the total outstanding Equity Securities in the surviving or resulting entity of such transaction (measured by voting power or economic interest); provided, that, in the case of each of clauses (a), (b) and (c), in the case such acquisition or other transaction involves only a Subsidiary or Subsidiaries of the Company, only if such acquisition or other transaction would be material to the Company and its Subsidiaries on a consolidated basis; or (ii) any sale or lease or exchange, transfer, license or disposition of a business or assets that constitute more than fifty percent (50%) of the consolidated assets, business, revenues, net income, or assets of the Company and its Subsidiaries on a consolidated basis.
“ Acquisition Notice ” has the meaning set forth in Section 2.5(a) .
“ Acquisition Proposal ” means any proposal, offer, inquiry, indication of interest or expression of intent (whether binding or non-binding, and whether communicated to the Company, the Board or publicly announced to the Company’s stockholders or otherwise) by any Person or Group relating to an Acquisition.
“ Adjusted Ownership Percentage ” has the meaning set forth in Section 4.3(c) .
“ Affiliate ” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.
“ Affiliated ZHG Designee ” means any Qualified ZHG Designee that is not an Independent ZHG Designee.
“ Agreement ” means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.
“ Beneficially Own ” (including its correlative meanings, “Beneficial Owner” and “Beneficial Ownership”) has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act; provided, however, that, notwithstanding anything in Rule 13d-3(d)(1)(i) to the
 
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contrary, the determination of “Beneficial Ownership” of a Person shall be made after giving effect to the conversion of all options, warrants, rights and convertible or other similar securities outstanding as of any date in question that are held by such Person, irrespective of any vesting period of any such security.
“ Blackstone ” means, collectively, SW Delaware L.P., SW Delaware A L.P., SW Delaware B L.P., SW Delaware C L.P., SW Delaware D L.P., SW Delaware E L.P., SW Delaware F L.P., SW Delaware Co-Invest L.P. and SW Delaware (GSO) L.P.
“ Board ” means the board of directors of the Company.
“ Business Day ” means a day other than a Saturday, Sunday, holiday or other day on which commercial banks in New York, New York, Hong Kong or Beijing, PRC are authorized or required by Law to close.
“ Buy-Back Period ” means the period commencing on the closing date of the applicable issuance of Equity Securities of the Company or Stock Acquisition, as the case may be, and ending on the nine (9) month anniversary of such closing date; provided , that, if the Company has imposed any “blackout” period or periods that restrict the ZHG Entities’ ability to purchase shares of Common Stock during such nine (9) month period, such nine (9) month period shall be extended by the number of days of such “blackout” period or periods.
“ Closing ” has the meaning set forth in the Stock Purchase Agreement.
“ Closing Date ” means the date on which the Closing occurs.
“ Common Stock ” means the shares of common stock, $0.01 par value per share, of the Company, and any other capital stock of the Company into which such common stock is reclassified or reconstituted and any other common stock of the Company.
“ Company ” has the meaning set forth in the Preamble.
“ Company Charter ” means the Amended and Restated Certificate of Incorporation of the Company, as amended.
“ Confidentiality Agreement ” has the meaning set forth in Section 4.4 .
“ Control ” (including its correlative meanings, “ Controlled ” and “ Controlled by ”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.
“ Controlled Affiliate ” means, with respect to ZHG, any Affiliate of ZHG that is controlled by ZHG, including any direct or indirect Subsidiary of ZHG.
“ Designee Qualifications ” has the meaning set forth in Section 2.4(a)(vi) .
“ Director ” means any director of the Company.
 
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“ Director Confidentiality Agreement ” means a Confidentiality Agreement, substantially in the form attached as Exhibit A to this Agreement (as it may be modified from time to time by the Nominating and Corporate Governance Committee), which the Company will require each Director that is not an employee of the Company to execute as a condition to such Director’s election or nomination for election and any subsequent nomination for election as a Director.
“ Equity Securities ” means any and all (i) shares, interests, participations or other equivalents (however designated) of capital stock or other Voting Securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (ii) securities convertible into or exchangeable for shares, interests, participations or other equivalents (however designated) of capital stock or Voting Securities of (or other ownership or profit or voting interests in) such Person, and (iii) any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.
“ Exchange ” shall mean the New York Stock Exchange LLC or any other exchange on which the Common Stock is listed.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.
“ Governmental Authority ” means any nation, government, or supra-national body of competent jurisdiction, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and, other than with respect to Section 2.4(a)(iii) or Section 4.1(b)(vi) , any arbitrator or arbitral body or panel of competent jurisdiction or other entity with quasi-governmental authority.
“ Group ” has the meaning assigned to it in Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder.
“ Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.
“ Independent ZHG Designee ” means a Qualified ZHG Designee that (A) at no time during the three (3) year period prior to his or her election or appointment to the Board, nor during his or her service as a Director, has been or is an employee, director, officer of, or consultant or other service provider to, any of the ZHG Entities, or has received or is receiving compensation from any of the ZHG Entities, and (B) qualifies as an “independent” director under the rules of the Exchange and any guidelines adopted by the Board or the Nominating and Corporate Governance Committee that are applicable to all Directors, as determined in good faith by the Nominating and Corporate Governance Committee.
“ Initial ZHG Designees ” has the meaning set forth in Section 2.1(d) .
“ Issuance Notice ” has the meaning set forth in Section 4.2(a) .
 
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“ Law ” means any statute, law (including common law), regulation, ordinance, rule, injunction, order, decree, award, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.
“ Market Price ” means, as of any date, the last reported trading price of the Common Stock as of the end of regular trading hours on the Exchange on such date or, if the Common Stock is not listed on an Exchange, the fair market value per share of the Common Stock as determined in good faith by the Board as of such date.
“ Material Terms ” has the meaning set forth in Section 2.1(a) .
“ Maximum Ownership Percentage ” has the meaning set forth in Section 4.3 .
“ New Issuance ” has the meaning set forth in Section 4.2(a) .
“ New Issuance Closing ” has the meaning set forth in Section 4.2(c) .
“ New Securities ” means (A) any shares of Common Stock or (B) any preferred or debt securities that are convertible into or exchangeable for shares of Common Stock, other than, in each case, any shares of Common Stock or such other securities that are: (i) issued to employees, officers or directors of, or consultants to, the Company or any of its Affiliates pursuant to any plan, agreement or arrangement approved by the Board (or a committee thereof); (ii) issued as consideration for the acquisition by the Company (or any of its Affiliates) of any business, assets or property of any third party, by merger, sale of assets, sale of stock or otherwise; (iii) issued upon conversion or exercise of convertible securities, options, warrants or other similar securities; (iv) distributed or set aside ratably to all holders of Common Stock on a per share equivalent basis; or (v) issued in connection with any debt financing from a financial institution or other equipment or real property loan or leasing arrangement.
“ Nominating and Corporate Governance Committee ” means the nominating and corporate governance committee of the Board, or another committee performing the functions of nominating or selecting Persons for election or appointment to the Board.
“ Non-Votes ” has the meaning set forth in Section 3.2 .
“ Other Specified Matter ” means (a) any amendment to the Company’s certificate of incorporation or by-laws that adversely affects ZHG or any other ZHG Party disproportionately as compared to other stockholders of the Company, or (b) any issuance of Common Stock representing twenty percent (20%) or more of the Company’s total outstanding shares of Common Stock (other than as non-cash consideration in an acquisition of the business, assets or property of a third party or parties) at a price per share below the Market Price on the last Business Day prior to the date on which the Company entered into the definitive agreement pursuant to which such Common Stock will be issued.
“ Permitted Transfer ” has the meaning set forth in Section 4.1(b) .
 
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“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a cooperative, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.
“ Per Security Offering Price ” has the meaning set forth in Section  4.2(a) .
“ PRC ” means the People’s Republic of China.
“ Private Placement ” has the meaning set forth in Section  4.2(a) .
“ Qualified ZHG Designee ” means any ZHG Designee that meets the Designee Qualifications.
“ Reduction Percentage ” has the meaning set forth in Section  4.3(c) .
“ Registration Rights Agreement ” has the meaning set forth in the Recitals.
“ Related Acquisition Proposal ” has the meaning set forth in Section  2.5(b) .
“ Restricted Entity ” means a Person principally engaged in the business of owning, operating, managing, franchising or branding theme parks and other entertainment destinations, that, in each case, competes with the Company and is listed on Exhibit B attached hereto, as such list may be amended by the Company acting reasonably and in good faith from time to time, but not more than once every twelve (12) months, by delivery of written notice to ZHG no less than forty-five (45) days prior to such amendment.
“ Restricted Period ” means the period commencing on Closing Date and ending on the second (2 nd ) anniversary of the Closing Date.
“ SEC ” means the U.S. Securities and Exchange Commission or any successor agency.
“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.
“ Specified Acquisition ” means an Acquisition pursuant to a definitive agreement entered into, within the two (2) year period following the Closing Date in which the value of the consideration to be received per share of Common Stock is equal to or less than $23.00 per share. For all purposes of this definition, the per share value of any stock to be received as consideration shall be deemed to be equal to the final trading price of such stock on the last trading day prior to the execution of the definitive agreement providing for the Acquisition.
“ Standstill Commitment Period ” means, in the event a ZHG Standstill Commitment is delivered to the Company pursuant to Section  2.5 following the Company’s delivery of an Acquisition Notice to ZHG, the period commencing upon the delivery of such Acquisition Notice to ZHG and ending upon the first to occur of (i) the twelve (12) month anniversary of the termination of discussions regarding the Acquisition Proposal described in such Acquisition Notice and any Related Acquisition Proposal, and (ii) the public announcement of a definitive agreement with respect to an Acquisition entered into between the Company and any Person other than a ZHG Entity.
 
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“ Stock Acquisition ” means any acquisition (whether direct or indirect, including by way of merger, share exchange, consolidation, business combination or other similar transaction) by the Company of any entity or assets pursuant to which the Company issues shares of Common Stock or securities that are convertible into or exchangeable for shares of Common Stock as consideration.
“ Stock Purchase Agreement ” means that certain Stock Purchase Agreement, dated as of the date hereof, between ZHG and Blackstone.
“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the total voting power of stock (or equivalent ownership interest) of such limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to own, control or have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing director or member, or general partner, of such limited liability company, partnership, association or other business entity.
“ Total Number of Directors ” means the total number of authorized Directors comprising the entire Board.
“ Total Share Ownership ” means, as of any applicable date hereunder, and with respect to any Person, the total number of shares of Common Stock both (i) Beneficially Owned by such Person and (ii) in which such Person has the pecuniary interest. For the avoidance of doubt, a Person shall not be deemed to have ownership of a share of Common Stock, for purposes of calculating Total Share Ownership, if such Person has Beneficial Ownership of such share of Common Stock but does not also have the pecuniary interest in such share or, conversely, if such Person has the pecuniary interest in such share of Common Stock but does not also have Beneficial Ownership of such share.
“ Transfer ” (including its correlative meaning, “ Transferred ”) shall mean, with respect to any Equity Security, directly or indirectly, by operation of Law, contract or otherwise, (i) to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic,
 
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voting or other rights in or to such Equity Security, (ii) to engage in any hedging, swap, forward contract or other similar transaction that is designed to or which reasonably could be expected to lead to or result in a sale or disposition of Beneficial Ownership of, or pecuniary interest in, such Equity Security, including any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to such Equity Security, or (iii) to enter into a short sale of, or trade in, derivative securities representing the right to vote or economic benefits of, such Equity Security. When used as a noun, “ Transfer ” shall have such correlative meaning as the context may require.
“ Voting Percentage Limit ” means the number of Voting Securities Beneficially Owned by ZHG Entities equal to (i) fifteen percent (15%) of the Voting Securities entitled to vote at the applicable meeting of stockholders of the Company as disclosed in the proxy or information statement for such meeting; or (ii) in a tender offer or exchange offer, fifteen percent (15%) of the shares of Common Stock outstanding immediately prior to the expiration of the offer.
“ Voting Securities ” means shares of Common Stock and any other securities of the Company entitled to vote generally in the election of Directors.
“ ZHG ” has the meaning set forth in the Preamble.
“ ZHG Acquisition ” means any Acquisition in which a ZHG Entity is the acquiror.
“ ZHG Designee ” has the meaning set forth in Section  2.1(b) .
“ ZHG Designator ” means, as of any applicable time hereunder, the individual ZHG Entity whose Total Share Ownership, in the aggregate, is greater than any other individual ZHG Entity as of such time.
“ ZHG Entities ” means ZHG Group, ZHG Holding, ZHG and each of their respective Controlled Affiliates.
“ ZHG Group ” has the meaning set forth in the Preamble.
“ ZHG Holding ” has the meaning set forth in the Preamble.
“ ZHG Permitted Transferee ” has the meaning set forth in Section  4.1(b)(iii) .
“ ZHG Parties ” means (i) ZHG and (ii) any ZHG Permitted Transferee that becomes a party to this Agreement by executing a joinder agreement substantially in the form attached as Exhibit C to this Agreement.
“ ZHG Standstill Commitment ” means a written commitment to the Company by ZHG Group and ZHG, on behalf of themselves and all other ZHG Entities, not to, directly or indirectly, (i) make any Acquisition Proposal within the Standstill Commitment Period, or (ii) request any waiver of the restriction set forth in clause (i) of this definition prior to the date that is six (6) months after the termination of discussions regarding the Acquisition Proposal described in the Acquisition Notice in respect of which ZHG is providing such ZHG Standstill Commitment and any Related Acquisition Proposal.
 
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1.2 Construction . The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, (c) the words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (d) the word “including” and words of similar import when used in this Agreement mean “including, without limitation,” unless otherwise specified, (e) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends and such phrase shall not mean simply “if”, (f) references to “day” means a calendar day unless otherwise indicated as a “Business Day”, and (g) references to “$” means U.S. dollars, the lawful currency of the United States of America. Section references are to this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is excluded. If the last day of such period is a non-Business Day, the period in question ends on the next succeeding Business Day.
ARTICLE II
CORPORATE GOVERNANCE MATTERS
2.1 Composition of the Board .
(a) From and after the Closing, subject to the terms and conditions of this Article II , the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a) , but subject to the proviso set forth in Section 2.6 , (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III , Section 4.1 , Section 4.3 or Section 4.6 of this Agreement (the “ Material Terms ”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee).
 
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(b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a) , the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ ZHG Designee ”.
(c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation.
(d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Yoshikazu Maruyama and Yongli Wang (together, the “ Initial ZHG Designees ” ) to be appointed to the Board immediately after the Closing, with (x) Mr. Maruyama appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Mr. Wang appointed to replace Peter Wallace, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided , however , that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Mr. Maruyama shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018.
(e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d) , in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors.
 
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(f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.
2.2 Size of the Board . Without prejudice to the ZHG Designator’s rights pursuant to Section 2.1 , the consent of the ZHG Designator shall not be required to increase or decrease the Total Number of Directors.
2.3 Committees .
(a) Each Independent ZHG Designee serving as a Director on the Board shall be entitled to serve on at least one (1) committee of the Board (to the extent that an Independent ZHG Designee elects to serve on such committee and subject to such Independent ZHG Designee meeting the applicable eligibility requirements for membership on such committee mandated by applicable Law, the rules of the Exchange or the charter of such committee), as a full member with the same voting and other privileges as other members of such committee. The committee(s) on which any Independent ZHG Designee serves shall be determined by the Nominating and Corporate Governance Committee.
(b) Until no ZHG Designee serves as a Director on the Board (and the ZHG Designator either no longer has any rights under this Article II to designate any ZHG Designee to serve on the Board or irrevocably waives any such rights), the Company shall not amend the certificate of incorporation, bylaws or any other organizational documents of the Company, or the charter or other governing documents of any committee of the Board, in any manner that adversely and disparately affects the right of any Independent ZHG Designee to be a member of any such committee (except as otherwise required by Law or the rules of the Exchange).
(c) Each ZHG Designee may attend, upon the request of such ZHG Designee and on a non-voting basis, any meetings of the Regulatory & Governmental Affairs Committee, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee or other standing committee of the Board that may be established, except when such attendance would present an actual or potential conflict of interest for such ZHG Designee in the good faith opinion of the applicable committee.
2.4 Qualification of ZHG Designees .
(a) Each ZHG Designee shall, at the time of his or her nomination or appointment as a Director and at all times thereafter until such individual ceases to serve as a Director:
(i) meet and comply with any and all policies, procedures, processes, codes, rules, standards and guidelines of the Company applicable to all non-employee Board members, including the Company’s code of business conduct and ethics, securities trading policies and corporate governance guidelines;
(ii) not be involved in any of the events enumerated in Item 2(d) or Item 2(e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K, in each case, during the applicable time period set forth therein;
 
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(iii) not be subject to any order, decree or judgment of any Governmental Authority prohibiting service as a director of any public company;
(iv) not be an employee, officer, or director of, or consultant to, or be receiving any compensation or benefits from, any Restricted Entity (unless otherwise agreed to by the Nominating and Corporate Governance Committee);
(v) have demonstrated good judgment, character and integrity in his or her personal and professional dealings and have relevant financial, investment, management and/or business experience (including with respect to real estate investment and/or theme park development), qualification and background for purposes of serving as a Director, each as determined by the Nominating and Corporate Governance Committee acting in good faith;
(vi) have demonstrated proficiency and financial literacy in the English language for purposes of serving as a Director, including with respect to the reading, comprehension and analysis of English language materials (including financial materials) furnished in advance of and in connection with meetings of the Board (and committees thereof) and the ability to participate on a conversant basis in the English language meetings of the Board (and committees thereof) and the topics covered therein, including financial discussions, each as determined by the Nominating and Corporate Governance Committee acting in good faith; and
(vii) if such ZHG Designee is an Independent ZHG Designee, meets the criteria set forth in the definition of “Independent ZHG Designee” in Article I (the requirements set forth in this Section 2.4(a) , Section 2.4(b) and Section 2.4(c) being referred to, collectively, as the “ Designee Qualifications ”).
(b) As a condition to a ZHG Designee’s election or nomination for election and any subsequent nomination for election as a Director, such ZHG Designee shall have executed and delivered to the Company a Director Confidentiality Agreement.
(c) Each ZHG Designee, as a condition to his or her initial appointment or election to the Board and any re-nomination for election to the Board, must be willing to be interviewed by the Nominating and Corporate Governance Committee on the same basis as any other new candidate for appointment or election to the Board and must be reasonably satisfactory to the Nominating and Corporate Governance Committee acting in good faith. ZHG, in its capacity as a stockholder of the Company on behalf of itself and other ZHG Entities, and each ZHG Designee, shall deliver such questionnaires and otherwise provide such information as are reasonably requested by the Company in connection with assessing qualification, independence and other criteria applicable to Directors, or required to be or customarily provided by directors, candidates for director, and their Affiliates and representatives for inclusion in a proxy statement or other filing required by applicable Law and the rules of the Exchange, in each case to substantially the same extent requested or required of other candidates for appointment or election to the Board after the date hereof.
 
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2.5 Participation of ZHG Designees in Certain Matters; Acquisition Proposals .
(a) The Company shall promptly provide ZHG with written notice (an “ Acquisition Notice ”) of any written bona fide Acquisition Proposal that is received by or presented to the Board, and such Acquisition Notice need not specify the identity of the potential acquirer or any other terms of such Acquisition Proposal. From delivery of an Acquisition Notice to ZHG until ZHG delivers a ZHG Standstill Commitment to the Company or the expiration of the ten (10) Business Day period contemplated by Section 2.5(b) , the Company shall provide ZHG with prior written notice of any meeting of the Board (or a committee thereof) scheduled to discuss, consider or vote upon such Acquisition Proposal at least twenty-four (24) hours before such meeting is convened.
(b) If (i) an Acquisition Notice has been delivered to ZHG and, within ten (10) Business Days thereafter, a ZHG Standstill Commitment is delivered to the Company, and (ii) any Acquisition Proposal previously made by a ZHG Entity has been withdrawn, then each Affiliated ZHG Designee shall be entitled, after but not before such ZHG Standstill Commitment has been delivered to the Company, to participate in all discussions, consideration and voting by the Board regarding, and shall be entitled to receive any materials provided to the Board relating to, the Acquisition Proposal described in such Acquisition Notice, revisions to such Acquisition Proposal and any other Acquisition Proposal solicited by or on behalf of the Board in connection with the consideration of such Acquisition Proposal or made by a third party in response to such Acquisition Proposal (collectively, the “ Related Acquisition Proposals ”). If a ZHG Standstill Commitment is not delivered to the Company within such ten (10) Business Day period, no Affiliated ZHG Designee shall be entitled to participate in any discussions, consideration or voting by the Board regarding, and no Affiliated ZHG Designee shall be entitled to receive any materials provided to the Board relating to, any such Acquisition Proposal or the Related Acquisition Proposals.
(c) Notwithstanding anything to the contrary in Section 2.5(b) , no Affiliated ZHG Designee shall be entitled to participate in any discussions, consideration or voting by the Board regarding, and shall not be entitled to receive any Board (or committee) materials relating to, any transaction or matter that, in the good faith determination of the Board (other than the Affiliated ZHG Designees), presents an actual or potential conflict of interest for such Affiliated ZHG Designee, including, without limitation, any Acquisition Proposal involving a ZHG Entity.
(d) Each Independent ZHG Designee shall be permitted to participate in all discussions, consideration and voting by the Board regarding, and shall be entitled to receive any Board materials relating to, any Acquisition Proposal, except when such attendance or receipt of materials would present an actual or potential conflict of interest for such Independent ZHG Designee in the good faith determination of the Board (other than the Affiliated ZHG Designees and such Independent ZHG Designee).
(e) If the Board establishes a committee of the Board to consider any Acquisition Proposal, one (1) ZHG Designee, as determined by the ZHG Designator, shall be entitled to be a member of such committee; provided , that such ZHG Designee may be an Affiliated ZHG Designee only if (i) a ZHG Standstill Commitment has been delivered by ZHG to the Company in accordance with Section 2.5(b) , and (ii) any Acquisition Proposal previously made by a ZHG Entity has been withdrawn; provided , further , that no ZHG Designee may serve as a member of such committee if, in the good faith determination of the Board (other than the Affiliated ZHG Designee), such service presents an actual or potential conflict of interest for such ZHG Designee.
 
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2.6 Resignations . Notwithstanding anything to the contrary in this Agreement, if, at any time, (a) the number of ZHG Designees is greater than the number of Directors that the ZHG Designator has the right to designate pursuant to Section 2.1 or (b) any ZHG Entity breaches any of the Material Terms in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure, in each case, if requested by the Nominating and Corporate Governance Committee, the ZHG Designator shall cause, to the fullest extent permitted by applicable Law, that certain number of ZHG Designees to promptly tender his, her or their resignations from the Board and any applicable committee of the Board, such that the number of ZHG Designees serving on the Board corresponds with the number of Directors that the ZHG Designee has the right to designate pursuant to Section 2.1 , or in the case where any ZHG Entity breaches any of the Material Terms in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure, such that there are no ZHG Designees serving on the Board; provided , however , that notwithstanding Section 2.1 and the foregoing provisions of this Section 2.6 , if the closing of an issuance of Equity Securities of the Company (other than an issuance of New Securities in which ZHG is permitted to purchase New Securities pursuant to Section 4.2 ) or a Stock Acquisition causes the aggregate Total Share Ownership of the ZHG Entities, as a percentage of the total number of shares of Common Stock outstanding, to decline below a requisite percentage of the total number of shares of Common Stock outstanding such that the ZHG Designator would be required by this Section 2.6 to cause, to the fullest extent permitted by applicable Law, a ZHG Designee or ZHG Designees, as applicable, to promptly tender his, her, or their resignations from the Board, then (i) the ZHG Designator shall not be required to cause such ZHG Designee or ZHG Designees, as applicable, to promptly tender his, her, or their resignations from the Board, and (ii) the Company and the Board shall not seek or take any action to remove such ZHG Designee or ZHG Designees from the Board, in each case unless in the applicable Buy-Back Period the ZHG Entities have not made purchases of Common Stock in open market transactions, as permitted by Section 4.3(c) , such that the aggregate Total Share Ownership of the ZHG Entities, as a percentage of the total number of shares of Common Stock outstanding, exceeds the applicable percentage of the total number of shares of Common Stock outstanding, such that the ZHG Designator would not be required by this Section 2.6 to cause a ZHG Designee or ZHG Designees, as applicable, to promptly tender his, or her, or their resignations from the Board. If the ZHG Designator is required to cause, to the fullest extent permitted by applicable Law, a ZHG Designee to tender his or her resignation from the Board and such ZHG Designee does not promptly tender his or her resignation from the Board, such ZHG Designee shall not thereafter be entitled to participate as a member of any committee of the Board pursuant to this Agreement.
2.7 Other ZHG Investments . For the avoidance of doubt, no investment by any ZHG Entity in any Person, including any Restricted Entity, shall, in and of itself, limit the rights of the ZHG Designator pursuant to this Article II .
 
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ARTICLE III
VOTING MATTERS
3.1 Voting in Elections . At any meeting of stockholders of the Company involving the election of Directors (or if action is taken by written consent of stockholders of the Company in lieu of a meeting in respect of an election of Directors), the ZHG Parties shall vote, or cause to be voted (including, if applicable, by written consent), all Voting Securities Beneficially Owned by ZHG Entities (a) up to the Voting Percentage Limit, affirmatively in favor of the election of each Person nominated to serve as a Director by the Board or the Nominating and Corporate Governance Committee, and (b) in excess of the Voting Percentage Limit, at their sole discretion, either (i) affirmatively in favor of the election of each Person nominated to serve as a Director by the Board or the Nominating and Corporate Governance Committee or (ii) in the same proportion as the Voting Securities not Beneficially Owned by ZHG Entities are voted (including, if applicable, by written consent, or by voting by ballot or by submitting any alternative proxy card necessary to accomplish the proportionate voting contemplated by this subclause (ii)) affirmatively for or against, or to withhold authority with respect to, as applicable, the election of each Person nominated to serve as a Director (or, as applicable, the removal of any Director) (it being understood that the ZHG Parties must elect to vote as contemplated by subclause (i) or (ii) of this Section 3.1(b) and cannot elect not to vote or to vote in any other manner).
3.2 Voting with respect to Certain Acquisitions . At any meeting of stockholders of the Company at which an Acquisition (other than a Specified Acquisition or a ZHG Acquisition) that has been approved and recommended (and such recommendation has not been withdrawn) by the Board (and any other related matter the approval of which is required to consummate such Acquisition) is submitted to a vote of the stockholders of the Company (or if action is taken with respect to such matter(s) by written consent of stockholders of the Company in lieu of a meeting), the ZHG Parties shall vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent) all Voting Securities Beneficially Owned by ZHG Entities in excess of the Voting Percentage Limit in the same proportion as the Voting Securities not Beneficially Owned by ZHG Entities are voted (including by written consent) for or against, or abstain with respect to, such Acquisition (and such related matter(s)). For the avoidance of doubt, in calculating the voting requirements of the ZHG Parties under this Section 3.2 , all broker non-votes and all Voting Securities that are not present or represented at the applicable stockholder meeting shall not be considered. The ZHG Parties shall be free to vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent), in their sole discretion, all Voting Securities Beneficially Owned by ZHG Entities up to and including the Voting Percentage Limit. Nothing contained in this Section 3.2 shall restrict in any manner the voting (including by written consent) of all Voting Securities Beneficially Owned by ZHG Entities at any meeting of stockholders of the Company at which a Specified Acquisition or a ZHG Acquisition is submitted to a vote of the stockholders of the Company (or, if applicable, any action taken by written consent of the stockholders of the Company in lieu of a meeting) and the ZHG Parties shall be free to vote (including by written consent), at their sole discretion, all Voting Securities Beneficially Owned by ZHG Entities against any Specified Acquisition and for any ZHG Acquisition.
 
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3.3 Voting with respect to Other Matters . At any meeting of stockholders of the Company at which any matter, other than an Other Specified Matter or a matter that is subject to Section 3.1 or Section 3.2 , is submitted to a vote of the stockholders of the Company (or if action is taken with respect thereto by written consent of stockholders in lieu of a meeting), the ZHG Parties shall vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent) all Voting Securities Beneficially Owned by ZHG Entities in excess of the Voting Percentage Limit in the same proportion as the Voting Securities not Beneficially Owned by ZHG Entities are voted (including by written consent) for or against, or abstain with respect to, each such matter. Each ZHG Party shall be free to vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent), in their sole discretion, all Voting Securities Beneficially Owned by ZHG Entities up to and including the Voting Percentage Limit for or against, or to abstain from voting on, each such matter.
3.4 Quorum . At each meeting of stockholders, the ZHG Entities shall cause all of the Voting Securities Beneficially Owned by ZHG Entities to be present in person or by proxy for quorum purposes.
ARTICLE IV
ADDITIONAL COVENANTS
4.1 Transfer Restrictions .
(a) During the Restricted Period, no ZHG Party shall Transfer any shares of Common Stock, other than pursuant to a Permitted Transfer.
(b) “ Permitted Transfer ” means:
(i) a Transfer that has been approved in advance by a majority of the disinterested members of the Board or a duly-authorized committee thereof;
(ii) a Transfer to another ZHG Party;
(iii) a Transfer to any ZHG Entity that is not a Restricted Entity and not a ZHG Party (any such ZHG Entity, an “ ZHG Permitted Transferee ” ), if such ZHG Permitted Transferee shall have agreed in writing to be bound to the same extent as ZHG by the obligations of this Agreement by executing a joinder agreement substantially in the form attached as Exhibit C to this Agreement;
(iv) a Transfer in connection with any Acquisition approved by the Board or a duly-authorized committee thereof (including if the Board or such committee (A) recommends that the Company’s stockholders tender in response to a tender or exchange offer that, if consummated, would constitute an Acquisition, or (B) does not recommend that the Company’s stockholders reject any such tender or exchange offer within the ten (10) Business Day period specified in Rule 14e-2(a) under the Exchange Act);
 
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(v) a Transfer that constitutes a tender into a tender or exchange offer commenced by the Company or any of its Affiliates; or
(vi) a Transfer in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder; provided , that (A) such financial institution either shall not be Controlled by any Governmental Authority at the time of such Transfer or, if such financial institution is Controlled by a Governmental Authority at the time of such Transfer, such financial institution shall either (x) be included on The Banker’s most recently issued Top 1000 World Banks ranking or (y) have common equity securities listed on a globally recognized stock exchange, and (B) as a condition to such financial institution’s ability to take ownership of any shares of Common Stock in connection with enforcement under any such loan or debt transaction, such financial institution or its assignee (as applicable) shall agree to comply with the restrictions in this Section 4.1 with respect to such shares of Common Stock (it being acknowledged and agreed that such financial institution or its assignee shall inure to the rights of ZHG under the Registration Rights Agreement with respect to such shares of Common Stock).
(c) Following the Restricted Period, each ZHG Party shall be free to Transfer any shares of Common Stock; provided, that (i) with respect to any Transfer, other than a Permitted Transfer or an underwritten public offering or an underwritten block trade, the ZHG Parties shall not Transfer any shares of Common Stock to (A) any Restricted Entity or (B) any Person or Group known to such ZHG Party (or to the broker in an ordinary course brokerage transaction) to be a 5% Stockholder or that would become the Beneficial Owner of five percent (5%) or more of the total outstanding Common Stock as a result of the Transfer, (ii) with respect to any Transfer, other than a Permitted Transfer, that is an underwritten public offering or an underwritten block trade, such ZHG Party shall instruct the managing underwriter(s) or broker(s) not to Transfer any shares of Common Stock to any Person or Group that is a 5% Stockholder or that would become the Beneficial Owner of five percent (5%) or more of the total outstanding Common Stock as a result of the Transfer (unless, in each case, the identity of the Person purchasing the shares of Common Stock is not known to the managing underwriter(s) or broker(s)) and (iii) with respect to a Transfer, other than a Permitted Transfer, that is an underwritten block trade, such ZHG Party shall instruct the broker(s) not to Transfer any shares of Common Stock to a Restricted Entity (unless the identity of the Person purchasing the shares of Common Stock is not known to such ZHG Party or broker(s)). For purposes of this Section 4.1(c) , the total number of shares of Common Stock outstanding at any time shall be the number specified in the most recent SEC filing of the Company disclosing the total number of shares of Common Stock outstanding.
(d) Any Transfer or attempted Transfer of Equity Securities of the Company in violation of this Section 4.1 shall, to the fullest extent permitted by applicable Law, be null and void ab initio , and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the books of the Company.
(e) Following any Transfer by a ZHG Party contemplated by Section 4.1(b)(vi) , ZHG shall (i) promptly notify the Company in writing upon receipt of any notice of acceleration or foreclosure from a financial institution under the applicable loan or debt transaction, and
 
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(ii) reimburse any reasonable costs and expenses incurred by the Company in connection with (x) the establishment of such mortgage, encumbrance or pledge or (y) any Transfer of shares of Common Stock to such financial institution in connection with such event of acceleration or foreclosure.
(f) The Company shall use reasonable efforts to have the shares of Common Stock purchased pursuant to the Stock Purchase Agreement registered directly on the books and records of the transfer agent in the name of the applicable ZHG Party and maintained in book entries directly on the books and records of the transfer agent in the name of the applicable ZHG Party. Any certificates for shares of Common Stock held by a ZHG Party as of the Closing Date shall bear a legend or legends (and appropriate comparable notations or other arrangements will be made with respect to shares maintained in the form of book entries) referencing restrictions on transfer of such shares under the Securities Act and under this Agreement which legend shall state in substance:
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THE EXCHANGE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS.
THESE SECURITIES ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT DATED AS OF March 24, 2017, AMONG SEAWORLD ENTERTAINMENT, INC., SUN WISE (UK) CO., LTD AND, SOLELY FOR PURPOSES OF SECTION 4.3 THEREOF, ZHONGHONG ZHUOYE GROUP CO., LTD., AS AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY.
Notwithstanding the foregoing, upon the request of the applicable ZHG Party, (i) in connection with any Transfer of Common Stock Transferred in accordance with the terms of this Agreement (other than Section 4.1(b)(ii) and Section 4.1(b)(iii) ), the Company shall promptly cause the second paragraph of the legend (or notation) to be removed upon such Transfer if such restrictions would not be applicable following such Transfer, (ii) following receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend (or notation) may be lifted in connection with the Transfer of Common Stock, the Company shall promptly cause the first paragraph of the legend (or notation) to be removed from any Common Stock to be Transferred in accordance with the terms of this Agreement, and (iii) to the extent the first and second paragraph of the legend (or notation) would be removed pursuant to this paragraph in connection with any Transfer of Common Stock, the Company shall use reasonable efforts to cause such Common Stock to be registered in the name of The Depository Trust Company’s nominee.
 
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4.2 Right of First Refusal .
(a) If the Company, at any time or from time to time following the Closing, proposes to issue (a “ New Issuance ”) any New Securities, for cash in an offering that is not an underwritten public offering or an offering pursuant to Rule 144A (or a successor rule) under the Securities Act (any such offering, a “ Private Placement ”), the Company shall provide ZHG with written notice (an “ Issuance Notice ”) of such New Issuance at least thirty (30) days prior to the issuance of such New Securities. The Issuance Notice shall set forth the material terms and conditions of the New Issuance, including (i) the proposed number of New Securities if known or, if not known, an estimate thereof, (ii) a description of the New Securities and proposed manner of sale, (iii) the purchase price per New Security (or conversion price or premium in the event of an offering of convertible debt) (the “ Per Security Offering Price ”) if known or, if not known, an estimate thereof, and (iv) the proposed issuance date if known or, if not known, an estimate thereof. ZHG shall be entitled to purchase (either directly or through any other ZHG Parties or any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees), at the Per Security Offering Price and on the other terms and conditions specified in the Issuance Notice, up to the number of such New Securities that would result in the aggregate Total Share Ownership of the ZHG Entities, as a percentage of the total number of outstanding shares of Common Stock immediately following such New Issuance being equal to the aggregate Total Share Ownership of the ZHG Entities, as a percentage of the total number of outstanding shares of Common Stock immediately prior to such New Issuance, provided that for this purpose such percentage shall not exceed the Maximum Ownership Percentage. Notwithstanding the foregoing, the number of New Securities that ZHG (directly or through any other ZHG Parties or their Controlled Affiliates that are ZHG Permitted Transferees) shall be entitled to purchase pursuant to this Section 4.2 with respect to any New Issuance shall be limited to the maximum amount that may be issued by the Company to ZHG (directly or through any other ZHG Parties or their Controlled Affiliates that are ZHG Permitted Transferees) without requiring approval of such issuance by the stockholders of the Company under the rules of the Exchange, as determined in good faith by the Company (which such determination shall be binding on the parties).
(b) ZHG may exercise its rights under this Section 4.2 by delivering written notice of its election to purchase (either directly or through any other ZHG Parties or any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees) such New Securities to the Company within ten (10) days after receipt of the Issuance Notice, which notice shall specify the number of New Securities requested to be purchased by ZHG. Delivery of such notice shall constitute a binding commitment of ZHG to purchase (either directly or through any other ZHG Parties or any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees) the amount of New Securities so specified at the Per Security Offering Price and on the terms and conditions specified in the Issuance Notice. If, at the termination of such ten (10) day period, ZHG has not exercised its right to purchase any such New Securities, ZHG shall be deemed to have waived its rights under this Section 4.2 with respect to, and only with respect to, the purchase of the New Securities specified in the applicable Issuance Notice.
(c) The closing of any sale of New Securities to ZHG, any other ZHG Parties or any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees pursuant to this Section 4.2 shall take place concurrently with the consummation of the sale of the New Securities on the terms set forth in the Issuance Notice to all other Persons purchasing such New Securities (the “ New Issuance Closing ”).
 
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(d) If the Company issues, at the New Issuance Closing, less than all of the New Securities described in the Issuance Notice, then the number of New Securities that ZHG (and any other ZHG Parties and any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees) shall be entitled to purchase in connection with such New Issuance pursuant to this Section 4.2 shall be reduced proportionately and ZHG’s notice delivered pursuant to Section 4.2(b) shall be deemed amended to reflect such reduction. If the number of New Securities is reduced as contemplated by this Section 4.2(d) , the Company shall not issue or sell the remainder of the New Securities described in the Issuance Notice without again complying with the provisions of this Section 4.2 .
(e) If the New Issuance Closing (other than any over-allotment closing) does not occur within ninety (90) days after the date of the Issuance Notice, the Company shall not issue or sell the New Securities described in the Issuance Notice without again complying with the provisions of this Section 4.2 .
(f) ZHG (or any other ZHG Parties or any of ZHG’s Controlled Affiliates that are ZHG Permitted Transferees) shall, prior to the closing of any Private Placement in which any of them has elected to purchase New Securities pursuant to this Section 4.2 , execute and deliver all such documents and instruments as are customarily required in connection with such an offering or are reasonably requested by the Company, including, without limitation, customary investment representations and representations as to its status as the type of offeree to whom a private sale may be made pursuant to the Securities Act, and any failure to deliver or enter into any such documents and instruments at or prior to such closing shall constitute a waiver of the right of first refusal set forth in this Section 4.2 with respect to such New Issuance.
(g) Notwithstanding the foregoing provisions of this Section 4.2 , this Section 4.2 shall not apply and the ZHG Entities shall have no rights under this Section 4.2 if, at any time, any ZHG Entity breaches any of the Material Terms in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure.
4.3 Standstill .
(a) Subject to Section 4.3(b) and Section 4.3(c) , on and after the Closing, ZHG Group and the ZHG Parties shall not, shall cause their respective Affiliates not to, and shall cause the representatives of ZHG Group, the ZHG Parties and their respective Affiliates acting at their direction not to, in any manner, directly or indirectly, without the prior written consent of, or waiver by, the Company:
(i) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Equity Securities of the Company (including any rights, options or other derivative securities or contracts or instruments to acquire such ownership that derives its value (in whole or in part) from such Equity Securities (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combinations of the foregoing)) other than: (A) as a
 
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result of any stock split, stock dividend or distribution, subdivision, reorganization, reclassification or similar capital transaction involving Equity Securities of the Company; (B) pursuant to Section 4.1(b)(ii) , Section 4.1(b)(iii) , Section 4.2 or Section 4.3(c) or (C) a Transfer between ZHG Parties; provided , that no ZHG Party shall be in breach of this Section 4.3(a)(i) as a result of the acquisition by any ZHG Designee of any Equity Securities of the Company pursuant to (x) the grant or vesting of any equity compensation awards granted by the Company to any ZHG Designee, or (y) the exercise of any stock options, restricted stock units, or similar awards relating to any Equity Securities of the Company granted by the Company to any ZHG Designee;
(ii) make any public announcement or public offer with respect to any merger, business combination, recapitalization, reorganization, restructuring, liquidation, change of control or other similar extraordinary transaction involving the Company or any of its Subsidiaries (unless such transaction is approved or affirmatively recommended by the Board);
(iii) make, knowingly encourage or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act) to vote any Voting Securities, or seek to advise or influence any Person with respect to the voting of, any Voting Securities (other than, in each case, in a manner that is consistent with the Board’s recommendation in connection with a matter);
(iv) seek election to, or seek to place a representative on, the Board or removal of any member of the Board or otherwise act, alone or in concert with others, to seek representation or to control or influence the management, the Board or policies of the Company (other than (A) with respect to the election or removal of a ZHG Designee or (B) to vote in accordance with the requirements of Article III);
(v) call, or seek to call, a meeting of the stockholders of the Company or initiate any stockholder proposal for action by stockholders of the Company;
(vi) form, join or in any way participate in a Group with respect to Equity Securities (other than a Group consisting solely of ZHG Parties);
(vii) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of the Company (for the avoidance of doubt, excluding any such act in their capacity as a commercial counterparty, customer, supplier, industry participant or the like);
(viii) advise or knowingly assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other Persons in connection with any of the foregoing activities;
(ix) publicly disclose any intention, plan or arrangement inconsistent with any of the foregoing activities;
 
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(x) arrange, or in any way provide, directly or indirectly, any financing for the purchase by any Person or Group of any Equity Securities or assets of the Company, other than financing for (A) the purchase of assets then being offered for sale by the Company and approved by the disinterested Directors, (B) the Transfer of any shares of Common Stock to a ZHG Party or a ZHG Permitted Transferee, (C) purchases of any Equity Securities of the Company by a ZHG Entity that are permitted by this Agreement and (D) a ZHG Acquisition.
(xi) take any action that ZHG Group or a ZHG Party knows, or would reasonably be expected to know, after consultation with outside legal counsel, would require the Company to make a public announcement regarding the possibility of an Acquisition; or
(xii) contest the validity of this Section 4.3(a) or initiate or participate in any judicial proceeding to amend, waive, terminate or seek a release of the restrictions contained herein, it being understood and agreed that (A) without prejudice to Section 2.5 , this Section 4.3 shall not limit (x) the activities of any ZHG Designee taken in good faith in his or her capacity as a Director or (y) the participation of any ZHG Designee in any Board (or committee of the Board, as applicable) discussions, deliberations, negotiations or determinations, and (B) ZHG and ZHG Group shall be responsible for any breach of this Section 4.3 caused by any action taken by any ZHG Entity or by a representative of a ZHG Entity acting at the direction of any ZHG Entity.
(b) Notwithstanding anything to the contrary in Section 4.3(a) , on and after the date hereof, other than during any Standstill Commitment Period, no ZHG Party shall be prohibited or restricted from: (i) initiating and engaging in private discussions with, and/or making and submitting to, the Company and/or the Board a non-public, confidential Acquisition Proposal so long as such ZHG Party does not know, and would not be reasonably expected to know, after consultation with outside legal counsel, that such actions would be reasonably likely to require ZHG, the Company or any other Person to make a public announcement regarding such Acquisition Proposal; or (ii) from and after a public announcement of a definitive agreement with respect to an Acquisition entered into between the Company and any Person other than a ZHG Entity and until the earlier of (A) the closing of such Acquisition and (B) thirty (30) days after the termination of such definitive agreement, notwithstanding any ZHG Standstill Commitment, making and submitting to the Company, the Board, and/or the Company’s stockholders, an alternative Acquisition Proposal on a publicly disclosed and announced basis for all outstanding shares of Common Stock, which, if a tender or exchange offer, shall be on the same terms for all such shares and include a non-waivable condition that a majority of outstanding shares of Common Stock not Beneficially Owned by any ZHG Entity are tendered into such offer. For the avoidance of doubt, Section 3.2 , Section 4.3(a) and Section 4.6 shall continue to apply except to the extent such provisions would prevent a ZHG Party from taking the actions expressly permitted by Section 4.3(b)(i) or Section 4.3(b)(ii) .
(c) Notwithstanding anything to the contrary in Section 4.3(a) , ZHG may (directly or through any other ZHG Parties or any of their respective Controlled Affiliates that are ZHG Permitted Transferees), at any time and from time to time, purchase shares of Common Stock in open market transactions in an amount that, when aggregated with the number of shares of
 
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Common Stock then Beneficially Owned by all ZHG Entities, would not then exceed a percentage of the shares of Common Stock outstanding at such time equal to the lower of (i) twenty four and nine-tenths percent (24.9%) and (ii) the Adjusted Ownership Percentage (such lower percentage, the “ Maximum Ownership Percentage ” ). The “ Adjusted Ownership Percentage ” shall initially be equal to twenty four and nine-tenths percent (24.9%) and, upon each Transfer of shares of Common Stock by a ZHG Entity that (A) is to a Person other than another ZHG Entity and (B) occurs when the aggregate Total Share Ownership of the ZHG Entities, as a percentage of the total number of outstanding shares of Common Stock is less than or equal to twenty four and nine-tenths percent (24.9%) or causes such percentage to be less than twenty four and nine-tenths percent (24.9%), shall be reduced by a percentage (the “ Reduction Percentage ” ) equal to the percentage of the total number of outstanding shares of Common Stock that such Transfer of shares of Common Stock constituted, but in no event shall a Reduction Percentage be greater than the difference between twenty four and nine-tenths percent (24.9%) and the aggregate Total Share Ownership of the ZHG Entities, as a percentage of the total number of outstanding shares of Common Stock, following such Transfer. For purposes of this Section 4.3(c) , the total number of shares of Common Stock outstanding at any time shall be the number specified in the latest of (i) the most recent SEC filing of the Company disclosing the total number of shares of Common Stock outstanding or (ii) a written notice from the Company, which will be provided to ZHG as soon as reasonably practicable upon a written request therefor from ZHG following any New Issuance or Stock Acquisition.
4.4 Information and Access Rights . The books and records of the Company shall be available for inspection by the ZHG Parties at the principal place of business of the Company. The Company shall, and shall cause its Subsidiaries to, (i) afford the ZHG Parties and their respective agents access at all reasonable times to its officers, employees, auditors, legal counsel, properties, offices and other facilities and to all of its books and records, (ii) afford the ZHG Parties and their respective agents with the opportunity to consult with its officers from time to time as the ZHG Parties may reasonably request regarding the affairs, finances and accounts of the Company and its Subsidiaries, (iii) to the extent otherwise prepared by the Company, provide annual operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries and (iv) subject to applicable Law, provide any additional information regarding the affairs, finances and accounts of the Company and its Subsidiaries that is reasonably requested by the ZHG Parties from time to time (it being acknowledged that the Company may reasonably withhold information that constitutes a trade secret or other competitively sensitive intellectual property or is subject to attorney-client privilege). ZHG hereby agrees that, notwithstanding any other provision of this Agreement to the contrary, ZHG and its Affiliates shall be provided confidential information in accordance with and subject to the terms of a Confidentiality Agreement in the form attached hereto as Exhibit D , which such Confidentiality Agreement shall be executed and delivered concurrently with the Closing (the “ Confidentiality Agreement ”).
4.5 Cooperation . Following the Closing, the Company and ZHG shall, from time to time, engage in good faith discussions regarding strategic cooperation that may be mutually beneficial to such parties.
 
23

4.6 Tender of Shares in Certain Acquisitions . If, at any time when (i) ZHG Entities Beneficially Own Voting Securities in excess of the Voting Percentage Limit, and (ii) any Acquisition (other than a Specified Acquisition) by a Person other than a ZHG Entity is to be effected by means of a tender or exchange offer that has been approved and recommended (and such recommendation has not been withdrawn) by the Board, the ZHG Parties shall tender into such offer, prior to any expiration thereof (as such offer may be extended from time to time), all the shares of Common Stock Beneficially Owned by ZHG Entities in excess of the Voting Percentage Limit in the same proportion as the shares of Common Stock not Beneficially Owned by ZHG Entities are so tendered. Such tender by the ZHG Parties shall be made within twelve (12) hours of notification from any depositary for such tender or exchange offer of the percentage of Voting Securities Beneficially Owned by holders other than ZHG Entities then received by such depositary. The ZHG Parties shall be free, in their sole discretion, to tender or not tender into such offer, any and all shares of Common Stock Beneficially Owned by ZHG Entities up to and including the Voting Percentage Limit.
4.7 Public Announcements . The initial press release with respect to this Agreement shall be a joint press release to be reasonably agreed upon by ZHG and the Company. Thereafter, ZHG and the Company shall consult with each other before issuing any press release, or other public announcement with respect to this Agreement or the matters contemplated hereby and, except in respect of any such press release or other public announcement as may be required by applicable Law or any applicable rule of any securities exchange or association, shall not issue any such press release or other public announcement prior to such consultation. ZHG Group and the ZHG Parties shall not, shall cause their respective Affiliates not to, and shall cause the representatives of ZHG Group, the ZHG Parties and their respective Affiliates acting at their direction not to, in any manner, disparage or cause to be disparaged the Company or its Affiliates or any of its or their respective current or former directors or executive officers, and the Company shall not, shall cause its Affiliates not to, and shall cause its representatives and the representatives of its Affiliates acting at their direction not to, in any manner disparage or cause to be disparaged any of the ZHG Parties, the ZHG Group, or any of their respective Affiliates, or any of its or their respective current or former directors, managers or executive officers,
4.8 Corporate Opportunities . On or before the Closing, the Company and the Board (or a duly authorized committee thereof) shall, in compliance with applicable Law, take all actions necessary to duly adopt the resolutions substantially as set forth in Exhibit E to this Agreement and such resolutions shall remain in effect until the later of (i) termination of this Agreement, or (ii) no ZHG Designee is a member of the Board.
4.9 Translator . The individuals nominated by the ZHG Designator pursuant to Section 2.1(a) and any ZHG Designees who reasonably require a translator to facilitate participation in the meetings of the Board (or a committee thereof), shall be permitted to attend any meetings of the Board (or a committee thereof) or any other meetings with representatives of the Company (including, without limitation, any interviews pursuant to Section 2.4(c) ), whether in person, by telephone or otherwise, with such translator; provided , that (a) such translator shall have previously executed a standard from of confidentiality agreement with the Company, (b) such translator shall be at the sole cost and expense of the ZHG Entities, (c) such translation shall be conducted only on a simultaneous basis (also referred to as “U.N.-style”) and (d) such translation shall otherwise be conducted in a manner that is not disruptive to the proceedings of the Board (and the committees thereof), as determined by the Nominating and Governance Committee acting in good faith. For the avoidance of doubt, (i) all meetings of the Board (and
 
24

the committees thereof) shall be conducted in the English language and (ii) the Nominating and Governance Committee shall have the right to exclude the translator from any and all meetings of the Board (or any committee thereof) if the Nominating and Corporate Governance Committee determines, acting in good faith, that such translation is or will be disruptive to the proceedings of the Board (and the committees thereof).
ARTICLE V
REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties of the Company . The Company hereby represents and warrants to ZHG as follows as of the Closing:
(a) The Company is a corporation, duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under the Agreement.
(b) The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) applicable Law, (y) the organizational documents of the Company, or (z) any contract or agreement to which the Company is a party.
(c) The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by ZHG, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.
(d) The Board (or a duly authorized committee thereof) has taken all action necessary to approve the transactions contemplated by the Stock Purchase Agreement and any other action which may be necessary, in compliance with applicable Law, to render inapplicable to ZHG and, to the fullest extent permitted by Law, any other ZHG Party the restrictions on “business combinations” set forth in the Company Charter. No “business combination”, “moratorium,” “control share,” “fair price,” “takeover,” “interested stockholder,” or similar Law is applicable to the Stock Purchase Agreement or the transactions contemplated thereby, including but not limited to Section 203 of the Delaware General Corporation Law.
5.2 Representations and Warranties of ZHG . ZHG hereby represents and warrants to the Company as follows as of the Closing:
 
25

(a) ZHG is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. ZHG has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.
(b) The execution and delivery by ZHG of this Agreement and the performance by ZHG of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) applicable Law, (y) its organizational documents, or (z) any contract or agreement to which it is a party.
(c) The execution and delivery by ZHG of this Agreement and the performance by ZHG of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part. This Agreement has been duly executed and delivered by ZHG and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of ZHG, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.
5.3 No Other Representations or Warranties . Each of ZHG and the Company hereby acknowledges and agrees that (a) except for the express representations and warranties set forth in this Article V, neither party hereto nor any Person acting on its behalf is making any representation or warranty of any kind, express or implied, in connection with the negotiation, execution or performance of this Agreement or the Stock Purchase Agreement or the transactions contemplated hereby and thereby, and (b) neither party hereto has relied on the accuracy or completeness of any information furnished by the other party hereto or any Person acting on its behalf in connection with the negotiation, execution or performance of this Agreement or the Stock Purchase Agreement or the transactions contemplated hereby and thereby.
ARTICLE VI
GENERAL PROVISIONS
6.1 Termination . Unless otherwise specified herein, this Agreement shall automatically terminate on the earlier to occur of (a) the date on which the aggregate Total Share Ownership of the ZHG Entities is less than five percent (5%) of the total number of shares of Common Stock outstanding as of such date and (b) the termination of the Stock Purchase Agreement prior to the Closing in accordance with its terms; provided, that Section 2.6 shall survive the termination of this Agreement indefinitely.
6.2 Notices . Any notice, designation, request, request for consent or consent provided for in this Agreement shall be in writing and shall be deemed given (a) when delivered personally, (b) two (2) Business Days after being sent, if sent by internationally recognized overnight courier, or (c) when sent, if transmitted by facsimile (which such facsimile shall be confirmed within 24 hours thereafter in a manner provided in clause (a) or (b)), in each case, to the parties at the following addresses (or at such other address for a party as shall be specified by prior written notice from such party):
 
26

if to the Company:
SeaWorld Entertainment, Inc.
9205 South Park Center Loop, Suite 400
Orlando, FL 32819
USA
Attention: General Counsel
Fax:          +1 (407) 226-5039
with a copy (not constituting notice) to:
Latham & Watkins LLP
330 N. Wabash Ave., Suite 2800
Chicago, IL 60611
USA
Attention: Cathy A. Birkeland
                 Bradley C. Faris
Fax:          +1 (312) 993-9767
if to ZHG:
c/o Zhonghong Zhuoye Group Co., Ltd.
Building No. 8, Eastern International, No. 1
Ciyunsi, Chaoyang District
Beijing, Peoples Republic of China 100025
Attention: Yu Ting
Fax:          +(0086) 010-85356993
with a copy (not constituting notice) to:
Paul Hastings LLP
515 South Flower Street, 25 th Floor
Los Angeles, CA 90071
Attention: Robert A. Miller, Jr.
Fax:          +1 (213) 996-3254
6.3 Amendment; Waiver . This Agreement may be amended, supplemented or otherwise modified, and the observance of any term hereof may be waived, only by a written instrument executed by (i) the Company and (ii) the ZHG Designator. Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. Any amendment, supplement or modification to this Agreement and any waiver of any term hereof effected in accordance with this Section 6.3 shall be binding on each party hereto and all of such party’s successors and permitted assigns, whether or not such party, successor or permitted assign entered into or approved such amendment, supplement or modification.
 
27

6.4 Further Assurances . Each party hereto shall sign such further documents and do and perform and cause to be done such further acts and things as any other party hereto may reasonably request to the extent necessary to carry out the intent and accomplish the purposes of this Agreement.
6.5 Assignment . This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned, except by any ZHG Party to any ZHG Permitted Transferee that has executed a joinder agreement substantially in the form attached as Exhibit C to this Agreement, without the express prior written consent of the other parties hereto, and any attempted assignment, without such consent, will be null and void.
6.6 Third Parties . This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.
6.7 Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of Laws thereof.
6.8 Jurisdiction; Waiver of Jury Trial . In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens , the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2 . EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
6.9 Specific Performance . Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly
 
28

agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.
6.10 Entire Agreement . This Agreement, the Confidentiality Agreement and any Director Confidentiality Agreement with a ZHG Designee set forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof other than those expressly set forth herein or in the Confidentiality Agreement or any such Director Confidentiality Agreement. This Agreement, the Confidentiality Agreement and any such Director Confidentiality Agreement supersede all other prior agreements and understandings between the parties with respect to such subject matter, other than, with respect to the confidentiality and non-use restrictions set forth in (a) that certain letter agreement regarding confidentiality, dated February 17, 2017, by and between the Company and ZHG Group with respect to information disclosed thereunder prior to the Closing, but only to the extent such information is not otherwise subject to the confidentiality and non-use restrictions set forth in the Confidentiality Agreement or Director Confidentiality Agreement, and (b) that certain confidentiality agreement, dated October 27, 2016, by and between the Company and ZHG Group with respect to information disclosed thereunder prior to the date hereof, but only to the extent such information is not otherwise subject to the confidentiality and non-use restrictions set forth in the Confidentiality Agreement or Director Confidentiality Agreement (it being understood that, in each case, such letter agreement and confidentiality agreement shall remain in full force and effect in accordance with their respective terms with respect to the confidentiality and non-use restrictions set forth therein with respect to such information disclosed thereunder prior to the Closing or the date hereof, as applicable).
6.11 Severability . If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by Law, (b) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by Law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.
6.12 Table of Contents, Headings and Captions . The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.
6.13 Counterparts . This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).
 
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6.14 Effectiveness of this Agreement . This Agreement shall become automatically effective upon the Closing, without the requirement of any further action by any Person, and until the Closing (if any), this Agreement shall be of no force or effect and shall create no rights or obligations on the part of any party hereto.
[ Remainder Of Page Intentionally Left Blank ]
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

SEAWORLD ENTERTAINMENT, INC.	
		
By:	 	/s/ Joel K. Manby	
Name:	 	Joel K. Manby	
Title:	 	Chief Executive Officer and President	
	
SUN WISE (UK) CO., LTD	
		
By:	 	/s/ Yongli Wang	
Name:	 	Yongli Wang	
Title:	 	Director	
	
ZHONGHONG ZHUOYE GROUP CO., LTD.	
(solely for purposes of Section 4.3 )	
		
By:	 	/s/ Yongli Wang	
Name:	 	Yongli Wang	
Title:	 	Authorized Signatory	
[Signature Page to Stockholders Agreement]

Exhibit 99.4

REGISTRATION RIGHTS AGREEMENT
by and between
SEAWORLD ENTERTAINMENT, INC.
and
SUN WISE (UK) CO., LTD
Dated as of March 24, 2017

TABLE OF CONTENTS

		
Article I DEFINITIONS	  	 	1	 	
		
Article II DEMAND REGISTRATION RIGHTS	  	 	4	 	
		
Section 2.1 Long-Form Registration	  	 	4	 	
Section 2.2 Short-Form Registration	  	 	5	 	
Section 2.3 Shelf Registration	  	 	5	 	
Section 2.4 Payment of Expenses for Demand Registrations	  	 	6	 	
Section 2.5 Priority	  	 	6	 	
Section 2.6 Restrictions	  	 	6	 	
Section 2.7 Selection of Underwriters	  	 	7	 	
Section 2.8 Additional Rights	  	 	7	 	
		
Article III PIGGYBACK REGISTRATIONS	  	 	7	 	
		
Section 3.1 Right to Piggyback	  	 	7	 	
Section 3.2 Priority on Primary Registrations	  	 	8	 	
Section 3.3 Priority on Secondary Registrations	  	 	8	 	
Section 3.4 Selection of Underwriters	  	 	8	 	
Section 3.5 Payment of Expenses for Piggyback Registrations	  	 	9	 	
		
Article IV ADDITIONAL AGREEMENTS	  	 	9	 	
		
Section 4.1 Holders’ Agreements	  	 	9	 	
Section 4.2 Company’s Agreements	  	 	9	 	
Section 4.3 Suspension of Resales	  	 	9	 	
		
Article V REGISTRATION PROCEDURES	  	 	10	 	
		
Section 5.1 Company Obligations	  	 	10	 	
		
Article VI REGISTRATION EXPENSES	  	 	13	 	
		
Section 6.1 The Company’s Expenses	  	 	13	 	
Section 6.2 The Stockholder’s Expenses	  	 	14	 	
		
Article VII INDEMNIFICATION	  	 	14	 	
		
Section 7.1 By the Company	  	 	14	 	
Section 7.2 By Each Holder of Registrable Securities	  	 	14	 	
Section 7.3 Procedure	  	 	15	 	
Section 7.4 Survival	  	 	16	 	
 
i

					
Article VIII CONTRIBUTION	  	 	16	 	
		
Section 8.1 Contribution	  	 	16	 	
Section 8.2 Equitable Considerations; Etc.	  	 	16	 	
		
Article IX COMPLIANCE WITH RULE 144 AND RULE 144A	  	 	17	 	
		
Section 9.1 Compliance with Rule 144 and Rule 144A	  	 	17	 	
		
Article X PARTICIPATION IN UNDERWRITTEN REGISTRATIONS	  	 	17	 	
		
Section 10.1 Participation in Underwritten Registrations	  	 	17	 	
		
Article XI MISCELLANEOUS	  	 	17	 	
		
Section 11.1 Amendments and Waivers	  	 	17	 	
Section 11.2 Successors and Assigns	  	 	17	 	
Section 11.3 Descriptive Headings	  	 	18	 	
Section 11.4 Notices	  	 	18	 	
Section 11.5 GOVERNING LAW; MUTUAL WAIVER OF JURY TRIAL	  	 	18	 	
Section 11.6 Reproduction of Documents	  	 	19	 	
Section 11.7 Remedies	  	 	19	 	
Section 11.8 Further Assurances	  	 	19	 	
Section 11.9 No Presumption Against Drafter	  	 	19	 	
Section 11.10 Severability	  	 	20	 	
Section 11.11 Entire Agreement	  	 	20	 	
Section 11.12 Execution in Counterparts	  	 	20	 	
Section 11.13 Effectiveness	  	 	20	 	
Section 11.14 No Third Party Beneficiaries	  	 	20	 	
Section 11.15 Waiver of Certain Damages	  	 	20	 	
Section 11.16 Confidentiality	  	 	21	 	
 
ii

REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of March 24, 2017, is by and between SEAWORLD ENTERTAINMENT, INC., a Delaware corporation (the “ Company ”), and Sun Wise (UK) Co., LTD, (“ Purchaser ”) a private limited company incorporated under the laws of England.
RECITALS
WHEREAS, Purchaser and Blackstone Capital Partners V L.P. and certain of its affiliates (collectively, “ Blackstone ”) have, as of the date hereof, entered into the Stock Purchase Agreement (as defined below), pursuant to which, among other things, Purchaser has agreed to purchase from Blackstone, and Blackstone has agreed to sell to Purchaser, shares of the Company’s Common Stock (as defined below), subject to the terms and conditions set forth in the Stock Purchase Agreement;
WHEREAS, the Company is entering into this Agreement as a condition to Purchaser’s willingness to enter into the Stock Purchase Agreement;
WHEREAS, concurrently with the execution of this Agreement, the Company and Purchaser are entering into the Stockholders Agreement (as defined below);
WHEREAS, the Company is entering into this Agreement in consideration of, and as a condition and inducement to, Purchaser’s willingness to enter into the Stockholders Agreement; and
WHEREAS, in connection with the transactions contemplated by the Stock Purchase Agreement, the Company and Purchaser wish to define certain registration rights granted to Purchaser on the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
In addition to capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meanings when used in this Agreement:
“ Affiliate ” means as to any specified Person, any other Person directly or indirectly controlling or controlled by or under common control with such specified Person. For purposes of this definition, “ control ,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “ controlling ,” “ controlled by ” and “ under common control with ” have correlative meanings.
 
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“ Agreement ” as defined in the Preamble.
“ Blackstone ” as defined in the Recitals.
“ Board ” means the Board of Directors of the Company.
“ Business Day ” means any day other than a Saturday, Sunday or other day in New York, NY on which banking institutions are authorized by law or regulations to close.
“ Closing ” as defined in the Stock Purchase Agreement.
“ Commission ” means the U.S. Securities and Exchange Commission and any successor agency performing comparable functions.
“ Common Stock ” means the common stock, par value $0.01 per share, of the Company.
“ Company ” as defined in the Preamble.
“ Demand Registrations ” as defined in Section 2.3(a) .
“ Demand Registration Statements ” as defined in Section 2.3(a) .
“ Effective Date ” means the date on which the Closing (as defined in the Stock Purchase Agreement) occurs pursuant to the terms of the Stock Purchase Agreement.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, as the same shall be in effect from time to time.
“ Governmental Authority ” means any regional, federal, state or local legislative, executive or judicial body or agency, any court of competent jurisdiction, any department, political subdivision or other governmental authority or instrumentality, or any arbitral authority, in each case, whether domestic or foreign.
“ Indemnified Party ” as defined in Section 7.3 .
“ Indemnifying Party ” as defined in Section 7.3 .
“ Long-Form Demand Registration ” as defined in Section 2.1(b) .
“ Long-Form Demand Registration Statement ” as defined in Section 2.1(a) .
“ New Issuance ” as defined in the Stockholders Agreement.
 
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“ Permitted Transferee ” means (i) a ZHG Party, (ii) a ZHG Permitted Transferee that has executed a joinder agreement to the Stockholders Agreement and (iii) a pledgee (or assignee thereof) that is pledged shares of Common Stock as part of a “Permitted Transfer” in accordance with the terms and conditions of the Stockholder Agreement and that has agreed to comply with the restrictions in Section 4.1 of the Stockholders Agreement.
“ Person ” means an individual, a corporation, a partnership, a joint venture, a limited liability company or limited liability partnership, an association, a trust, estate or other fiduciary or any other legal entity, and any Governmental Authority.
“ Piggyback Registration ” as defined in Section 3.1 .
“ Piggyback Registration Statement ” as defined in Section 3.1 .
“ Purchaser ” as defined in the Preamble.
“ Public Offering ” means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).
“ Registrable Securities ” means all shares of Common Stock held by a Stockholder, including shares of Common Stock purchased in a New Issuance in accordance with Section 4.2 of the Stockholders Agreement, and any securities into which the Common Stock may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of the Company and any equity securities of the Company then outstanding which were issued or issuable as a dividend, stock split or other distribution with respect to or in replacement of Common Stock held by a Stockholder (whether now held or hereafter acquired, and including any such securities received by a Stockholder upon the conversion or exchange of, or pursuant to such a transaction with respect to, other securities held by such Stockholder). As to any Registrable Securities, such securities will cease to be Registrable Securities when: (i) a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such effective registration statement; (ii) such Registrable Securities shall have been sold pursuant to Rule 144 (or any similar provision then in effect) under the Securities Act; (iii) such Registrable Securities may be sold pursuant to Rule 144 (or any similar provision then in effect) without limitation thereunder on volume or manner of sale; (iv) such Registrable Securities cease to be outstanding, or (v) such Registrable Securities have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities.
“ Registration Expenses ” as defined in Section 6.1 .
“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto.
 
3

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, as the same shall be in effect from time to time.
“ Shelf Demand Registration ” as defined in Section 2.3(a) .
“ Shelf Registration Statement ” as defined in Section 2.3(a) .
“ Short-Form Demand Registration ” as defined in Section 2.2 .
“ Short-Form Demand Registration Statement ” as defined in Section 2.2 .
“ Stockholder ” means Purchaser or any transferee to whom Purchaser has transferred Registrable Securities in accordance with the Stockholders Agreement and to whom registration rights are assigned pursuant to and in accordance with Section 11.2 , in each case that is a holder of Registrable Securities.
“ Stockholders Agreement ” means that certain Stockholders Agreement, dated as of the date hereof, by and between the Company and Purchaser.
“ Stock Purchase Agreement ” means that certain Stock Purchase Agreement, dated as of the date hereof, among Purchaser and Blackstone.
“ ZHG Party ” as defined in the Stockholders Agreement.
“ ZHG Permitted Transferee ” as defined in the Stockholders Agreement.
ARTICLE II
DEMAND REGISTRATION RIGHTS
Section 2.1 Long-Form Registration .
(a) Subject to the terms of this Agreement and the Stockholders Agreement, a Stockholder shall be entitled to request registration under the Securities Act of the resale of all or part of the Stockholder’s Registrable Securities on Form S-1 or any similar long-form registration statement (a “ Long-Form Demand Registration Statement ”); provided, however , that with respect to any request under this Section 2.1(a) : (i) the Company shall not otherwise be eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the resale of Registrable Securities by the Stockholder; and (ii) the Stockholder shall, at the anticipated time of effectiveness of such registration statement, be permitted under the Stockholders Agreement to sell the Common Stock to be registered pursuant to the applicable registration statement.
(b) Upon receipt of any written request pursuant to this Section 2.1 , the Company will use its reasonable best efforts to effect the registration under the Securities Act. A registration requested pursuant to this Section 2.1 is referred to herein as a “ Long-Form Demand Registration .”
 
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Section 2.2 Short-Form Registration . In addition to the Long-Form Demand Registration right provided pursuant to Section 2.1 above, at any time after the date hereof when the Company is eligible to use Form S-3, the Stockholder shall be entitled to request, and the Company shall use reasonable best efforts to cause, registration under the Securities Act of the resale of all or part of their Registrable Securities on Form S-3 or any similar short-form registration statement (a “ Short-Form Demand Registration Statement ”); provided, however , that with respect to any requests under this Section 2.2 , the Stockholder shall, at the anticipated time of effectiveness of such registration statement, be permitted under the Stockholders Agreement to sell the Common Stock to be registered pursuant to the applicable registration statement. A registration requested pursuant to this Section 2.2 is referred to herein as a “ Short-Form Demand Registration .”
Section 2.3 Shelf Registration .
(a) Subject to the terms of this Agreement and the Stockholders Agreement, commencing at any time after the date a Stockholder is permitted under the Stockholders Agreement to sell such Stockholder’s Registrable Securities and the Company is eligible to use Form S-3 or similar short-form registration statement, a Stockholder shall be entitled to request that the Company file a shelf registration statement on Form S-3, which, if the Company is a well-known seasoned issuer, as defined by Securities Act Rule 405, at the time of the filing of such registration, may be an automatic shelf registration statement (and will be, if requested by the Stockholder requesting the registration), to register the resale of all or part of the Stockholder’s Registrable Securities, pursuant to Securities Act Rule 415 (including the prospectus, amendments and supplements to the shelf registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed incorporated by reference, if any, in such shelf registration statement) (the “ Shelf Registration Statement ” and, together with the Long-Form Demand Registration Statement and the Short-Form Demand Registration Statement, the “ Demand Registration Statements ”). A registration requested pursuant to this Section 2.3(a) , including a shelf takedown from a Shelf Registration Statement, is referred to herein as a “ Shelf Demand Registration ” (and, together with the Long-Form Demand Registration and the Short-Form Demand Registration, the “ Demand Registrations ”).
(b) The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the Commission as soon as practicable after such filing, and shall use its reasonable best efforts to keep the Shelf Registration Statement effective, from the date such Shelf Registration Statement becomes effective until the earliest to occur (i) the first date as of which all of the shares of Registrable Securities included in the Shelf Registration Statement have been sold or (ii) a period of three (3) years.
(c) The Stockholder shall be limited to a total of six (6) Demand Registrations (including, with respect to a Shelf Demand Registration, an underwritten shelf takedown) pursuant to Section 2.1 , Section 2.2 or Section 2.3 . Other than as provided by Section 2.4 and Section 6.1 , a registration will not count as a Demand Registration until the Demand Registration Statement has become effective and, with respect to an underwritten shelf takedown, the prospectus supplement for such offer has been filed with the Commission.
 
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Section 2.4 Payment of Expenses for Demand Registrations . The Company will pay all Registration Expenses (as defined in Section 6.1 below) for up to three (3) Demand Registrations permitted under Section 2.1 , Section 2.2 and Section 2.3 ; provided, however that if a Stockholder requests more than three (3) Demand Registrations (including any Demand Registrations forfeited by the Stockholder in accordance with this Section 2.4 and Section 6.1 ), the Stockholder will pay, in connection with such additional Demand Registrations, (i) all Registration Expenses; (ii) any underwriting discounts, commissions, transfer taxes and underwriter fees and disbursements (in connection with an underwritten Demand Registration) relating to the Registrable Securities; and (iii) the expenses and fees for listing the securities to be registered on each securities exchange. A registration will not count as a Demand Registration until the registration statement has become effective and, with respect to an underwritten shelf takedown, the prospectus supplement for such offer has been filed with the Commission; provided, however that if a Stockholder fails to reimburse the Company for reasonable and documented Registration Expenses with respect to a withdrawn Demand Registration in accordance with Section 6.1 , the Stockholder shall forfeit such withdrawn Demand Registration.
Section 2.5 Priority . In the case of an underwritten offering, if the managing underwriters with respect to a Demand Registration advise the Company in writing that, in their opinion, the inclusion of the number of Registrable Securities and other securities to be included in such underwritten offering creates a substantial risk that the price per share will be reduced, the Company will include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the number of such Registrable Securities that in the opinion of such underwriters can be sold without creating such a risk. In no event will a Demand Registration pursuant to Section 2.1 , Section 2.2 or Section 2.3 count as a Demand Registration for purposes of Section 2.3(c) unless (i) all Registrable Securities requested to be registered in such Demand Registration by the Stockholder are, in fact, registered in such registration if the offering is not underwritten, or (ii) at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Stockholder are, in fact, registered in such registration if the offering is underwritten.
Section 2.6 Restrictions .
(a) The Company will not be obligated to effect any Demand Registration within one hundred eighty (180) days after the effective date of (i) a previous Demand Registration Statement; or (ii) a previous Piggyback Registration Statement under which the Stockholder requesting the Demand Registration had piggyback rights pursuant to Section 3.1 below wherein the Stockholder was permitted to register and sold at least 50% of the Registrable Securities included in such Piggyback Registration Statement.
 
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(b) The Company may postpone the filing of a Demand Registration Statement for a reasonable “blackout period” not in excess of ninety (90) days if (i) the Board determines that such registration or offering could materially interfere with a bona fide business, financing or business combination transaction of the Company or is reasonably likely to require premature disclosure of material non-public information, which premature disclosure could materially and adversely affect the Company, or (ii) such registration would require the Company to recast its historical financial statements or prepare pro forma financial statements, acquired business financial statements or other information, with which requirement the Company is reasonably unable to comply.
(c) Such blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business, financing or business combination transaction, a date not later than ninety (90) days from the date such deferral commenced, (ii) in the case of disclosure of non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed, (iii) in the case of the recasting of historical financial statements, the date upon which such financial statements are filed by the Company with the Commission, provided however, the Company shall use its reasonable best efforts to file such statements as promptly as practicable and (iv) in the case of preparation of pro forma or acquired business financial statements, a date not later than seventy-five (75) days after the date of such acquisition. In no event shall there be more than two (2) blackout periods during any rolling period of three hundred sixty-five (365) days, and the number of days covered by any one or more blackout periods pursuant to this Section 2.6 or Section 4.3 shall not exceed one hundred eighty (180) days in the aggregate during any rolling period of three hundred sixty-five (365) days.
Section 2.7 Selection of Underwriters . In connection with any underwritten Demand Registration, the Stockholder initiating the Demand Registration shall have the right to (i) determine the plan of distribution and (ii) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company).
Section 2.8 Additional Rights . The Company represents that, upon the Closing, it will have no obligation to any Person (other than the Stockholder) to register any of its securities, and agrees that it shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Stockholders in this Agreement or grant any additional registration rights to any person or with respect to any securities that are not Registrable Securities that adversely affect the priorities of the Stockholders pursuant to this Agreement.
ARTICLE III
PIGGYBACK REGISTRATIONS
Section 3.1 Right to Piggyback . At any time after the date on which a Stockholder is permitted under the Stockholders Agreement to sell Common Stock, whenever the Company proposes to register the issuance or sale of any of its Common Stock under the Securities Act for its own account or otherwise, and the registration form to be used may be used for the registration of the resale of Registrable Securities (each, a “ Piggyback Registration ”) (except for the registrations on Form S-8 or Form S-4 or any successor form thereto) (a “ Piggyback Registration Statement ”), the Company will give written notice, at least fifteen (15) days prior to
 
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the proposed filing of such registration statement, to the Stockholder of its intention to effect such a registration and will use reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Sections 3.2 and 3.3 below) with respect to which the Company has received written requests for inclusion specifying the number of Registrable Securities desired to be registered, which request shall be delivered within fifteen (15) days after the delivery of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration Statement at any time in its sole discretion.
Section 3.2 Priority on Primary Registrations . If a Piggyback Registration is an underwritten primary offering on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included in the registration creates a substantial risk that the price per share of the primary securities will be reduced or that the amount of the primary securities intended to be included on behalf of the Company will be reduced, then the managing underwriter and the Company may exclude securities (including Registrable Securities) from the registration and the underwriting, and the number of securities that may be included in such registration and underwriting shall include: (i) first, any securities that the Company proposes to sell; (ii) second, any Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the total number of Registrable Securities which are held by such holders, and (iii) third, other securities, if any, requested to be included in such registration to be allocated pro rata among the holders thereof.
Section 3.3 Priority on Secondary Registrations . If a Piggyback Registration is an underwritten secondary offering on behalf of holders of the Company’s securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the registration creates a substantial risk that the price per share of securities offered thereby will be reduced, the Company will include in such registration: (i) first, the Common Stock requested to be included therein by the Person requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the other holders of such Registrable Securities on the basis of the total number of Registrable Securities which are held by such holders; and (iii) third, other securities, if any, requested to be included in such registration to be allocated pro rata among the holders thereof.
Section 3.4 Selection of Underwriters . In connection with any underwritten Piggyback Registration initiated by the Company, the Company shall have the right to (i) determine the plan of distribution and (ii) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. In connection with any underwritten secondary Piggyback Registration, the Person initiating the Piggyback Registration shall have the right to (i) determine the plan of distribution and (ii) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company).
 
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Section 3.5 Payment of Expenses for Piggyback Registrations . The Company will pay all Registration Expenses (as defined in Section 6.1 below) for the Piggyback Registrations under this Article III .
ARTICLE IV
ADDITIONAL AGREEMENTS
Section 4.1 Holders’ Agreements . To the extent not inconsistent with applicable law, each holder of Registrable Securities agrees that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, it will (i) not offer, sell, contract to sell, loan, grant any option to purchase, make any short sale or otherwise dispose of, hedge or transfer any of the economic interest in (or offer, agree or commit to do any of the foregoing) any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired by such holder, owned directly (including holding as a custodian) or with respect to which such holder has beneficial ownership within the rules and regulations of the Commission (other than those included by such holder in the offering in question, if any) without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and during the ninety (90) day period following, the effective date of the registration statement for such underwritten offering, and (ii) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director of the Company also agrees to substantially similar restrictions.
Section 4.2 Company’s Agreements . The Company agrees not to effect any public sale or public distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the ninety (90) day period following the effective date of a registration statement of the Company for an underwritten Public Offering (except as part of any such underwritten registration or pursuant to registrations on Form S-8 or Form S-4 or any successor forms thereto), unless the underwriters managing the Public Offering otherwise agree.
Section 4.3 Suspension of Resales .
(a) The Company shall be entitled to suspend the use of the prospectus forming any part of a Demand Registration Statement or Piggyback Registration Statement for a reasonable “blackout period” not in excess of ninety (90) days if (i) the Board determines that such registration or offering could materially interfere with a bona fide business, financing or business combination transaction of the Company or is reasonably likely to require premature disclosure of material non-public information, which premature disclosure could materially and adversely affect the Company, or (ii) an offering or sale pursuant to such prospectus would require the Company to recast its historical financial statements or prepare pro forma financial statements, acquired business financial statements or other information, with which requirement the Company is reasonably unable to comply.
 
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(b) The blackout period will end upon the earlier to occur of (i) in the case of a bona fide business, financing or business combination transaction, a date not later than ninety (90) days from the date such deferral commenced, (ii) in the case of disclosure of non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed, (iii) in the case of the recasting of historical financial statements, the date upon which such financial statements are filed by the Company with the Commission, provided however, the Company shall use its reasonable best efforts to file such statements as promptly as practicable and (iv) in the case of preparation of pro forma or acquired business financial statements, a date not later than seventy-five (75) days after the date of such acquisition. In no event shall there be more than two (2) blackout periods during any rolling period of three hundred sixty-five (365) days, and the number of days covered by any one or more blackout periods under this Section 4.3 or Section 2.6 shall not exceed one hundred eighty (180) days in the aggregate during any rolling period of three-hundred sixty five (365) days.
(c) Each holder of Registrable Securities included in any such Demand Registration Statement or secondary Piggyback Registration Statement and not previously sold thereunder agrees that upon its receipt of a written certification from the Company notifying the Stockholder of such suspension, it will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until such Stockholder has received copies of the supplemented or amended prospectus or until such holder is advised in writing that the use of the prospectus forming a part of such registration statement may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference in such prospectus.
ARTICLE V
REGISTRATION PROCEDURES
Section 5.1 Company Obligations . Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the holders of Registrable Securities have requested that the resale of any Registrable Securities be registered pursuant to this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by holders of a majority of the Registrable Securities covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
 
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(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to each seller and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as such seller or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholders or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, or (iii) subject itself or any of its Affiliates to taxation in any material respect in any such jurisdiction in which it is not subject to taxation);
(f) promptly notify each seller and underwriter of such Registrable Securities and confirm in writing, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective;
(g) promptly notify each seller and underwriter of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 4.3 , prepare and deliver a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
 
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(h) use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which the same or similar securities issued by the Company are then listed or if no such securities are then listed, on a national securities exchange selected by the Company;
(i) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(j) enter into such customary agreements (including underwriting agreements in customary form) and take all such other customary actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(k) use commercially reasonable efforts to cooperate with each seller and the underwriter or managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as each seller or the underwriter or managing underwriter, if any, may reasonably request at least three (3) business days prior to any sale of Registrable Securities;
(l) subject to confidentiality agreements in form and substance acceptable to the Company, make available for inspection, at such place and in such manner as determined by the Company in its sole discretion, by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however , that any records, information or documents that are furnished by the Company and that are non-public shall be used only in connection with such registration;
(m) advise each seller and underwriter of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
 
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(n) make available to its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering at least twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(o) cooperate and assist in any filing required to be made with the Financial Industry Regulatory Authority (FINRA);
(p) obtain for delivery to any underwriter of Registrable Securities an opinion or opinions of counsel for the Company in customary form;
(q) at the request of any seller of such Registrable Securities in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement a letter or letters from the independent certified public accountants of the Company addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such accountants, underwriters and sellers may reasonably agree upon, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are an independent registered public accounting firm within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; and
(r) with respect to underwritten Demand Registrations, make senior executives of the Company reasonably available to assist the underwriters with respect to, and participate in, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of, Registrable Securities pursuant to a registration statement.
ARTICLE VI
REGISTRATION EXPENSES
Section 6.1 The Company’s Expenses . Other than as provided by Section 2.4 , the Company will pay all reasonable expenses incident to the Company’s performance of or compliance with this Agreement, including: all registration and filing fees; fees and expenses of compliance with securities or blue sky laws; fees and expenses incurred in connection with FINRA and rating agencies; costs and expenses related to analyst and investor presentations and “roadshows”; printing expenses; messenger and delivery expenses; and fees and disbursements of counsel for the Company; fees and disbursements of the Company’s registered public accounting firm (including with respect to “comfort letters”); all reasonable fees and disbursements of one counsel for all Stockholders in connection with the registration; reasonable fees and disbursements of all other Persons retained by the Company; and any other fees and disbursements customarily paid by issuers of securities (all such expenses being herein called “ Registration Expenses ”); provided, however, that, as between the Company and the Stockholder, underwriting discounts, commissions, transfer taxes and underwriter fees and disbursements (in connection with an underwritten Demand Registration) relating to the Registrable Securities will be borne by the Stockholder. In addition, the Company will pay its internal expenses (including, but not limited to, all salaries and expenses of its officers and
 
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employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange. Notwithstanding the foregoing , if a request for Demand Registration for which the Company is obligated to pay all Registration Expenses pursuant to Section 2.4 and this Section 6.1 is subsequently withdrawn at the request of the Stockholder, the Stockholder shall forfeit such Demand Registration unless the Stockholder pays (or reimburses the Company) for all reasonable and documented Registration Expenses with respect to such withdrawn Demand Registration.
Section 6.2 The Stockholder’s Expenses . To the extent that any expenses incident to any registration are not required to be paid by the Company, the Stockholder will pay all such expenses which are clearly and solely attributable to the registration of the Registrable Securities so included in such registration.
ARTICLE VII
INDEMNIFICATION
Section 7.1  By the Company . The Company shall indemnify, to the fullest extent permitted by law, the Stockholder and, as applicable, each of its trustees, stockholders, members, directors, managers, partners, officers and employees, and each Person who controls such holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including, but not limited to, attorneys’ fees and expenses) or actions or proceedings in respect thereof (whether or not such indemnified Person is party thereto) arising out of or based upon (a) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (c) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or related document or report, except insofar as the same are caused by or contained in any information furnished in writing to the Company by the Stockholder expressly for use therein or by the Stockholder’s failure to deliver a copy of the prospectus or any amendments or supplements thereto after the Company has furnished the Stockholder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Stockholder. The payments required by this Section 7.1 will be made promptly during the course of the investigation or defense, as and when bills are received or expenses incurred.
Section 7.2  By Each Holder of Registrable Securities . In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information relating to such holder as requested by the Company and is reasonably necessary for use in connection with any such
 
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registration statement, prospectus or prospectus supplement and, to the fullest extent permitted by law, will indemnify the Company and, as applicable, each of its directors, employees and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in or omitted from any information furnished in writing by such holder for the acknowledged purpose of inclusion in such registration statement, prospectus or preliminary prospectus; provided, however , that the obligation to indemnify will be several, not joint and several, among such holders of Registrable Securities and the liability of each such holder of Registrable Securities will be in proportion to and limited to the net amount received by such holder from the sale of Registrable Securities pursuant to such registration statement, unless such loss, claim, damage, liability or expense resulted from such holder’s intentionally fraudulent conduct.
Section 7.3 Procedure . Each party entitled to indemnification under this Article VII (the “ Indemnified Party ”) shall give written notice to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has received written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that the counsel for the Indemnifying Party who is to conduct the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party (whose approval shall not be unreasonably withheld or delayed). The Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided, however , that the Indemnifying Party shall bear the expense of such defense of the Indemnified Party if (i) the Indemnifying Party has agreed in writing to pay such expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such claim or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of the Indemnified Party, based upon the written advice of such Indemnified Party’s counsel, representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest; provided, however , that in no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (excluding one local counsel per jurisdiction as necessary) for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same event, allegations or circumstances. The Indemnified Party shall not make any settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article VII except and only to the extent that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement (i) that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation in form and substance reasonably satisfactory to such Indemnified Party or (ii) that includes an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.
 
15

Section 7.4 Survival . The indemnification (and contribution provisions in Article VIII below) provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling Person of such Indemnified Party and will survive the transfer of securities.
ARTICLE VIII
CONTRIBUTION
Section 8.1 Contribution . If the indemnification provided for in Article VII from the Indemnifying Party is unavailable to or unenforceable by the Indemnified Party in respect to any costs, fines, penalties, losses, claims, damages, liabilities or expenses referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such costs, fines, penalties, losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and Indemnified Parties, on the other hand, in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the costs, fines, penalties, losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Article VII , any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. Notwithstanding this Article VIII , an indemnifying Stockholder shall not be required to contribute any amount in excess of the amount by which (i) the total price at which the Registrable Securities sold by the Stockholder exceeds (ii) the amount of any damages which such indemnifying holder has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving rise to such payments, unless such loss, claim, damage, liability or expense in respect of which contribution is required resulted from such holder’s intentionally fraudulent conduct.
Section 8.2 Equitable Considerations; Etc . The Company and the Stockholder agree that it would not be just and equitable if contribution pursuant to this Article VIII were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
 
16

ARTICLE IX
COMPLIANCE WITH RULE 144 AND RULE 144A
Section 9.1 Compliance with Rule 144 and Rule 144A . For so long as the Company is subject to the report requirements of Section 13 or 15(d) of the Exchange Act, the Company shall take such measures and file such information, documents and reports as shall be required by the Commission as a condition to the availability of Rule 144 or Rule 144A (or any successor provisions) under the Securities Act.
ARTICLE X
PARTICIPATION IN UNDERWRITTEN REGISTRATIONS
Section 10.1  Participation in Underwritten Registrations . No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell its securities on the basis provided in any underwriting arrangements approved by such Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.
ARTICLE XI
MISCELLANEOUS
Section 11.1 Amendments and Waivers . Any waiver, permit, consent or approval of any kind or character on the part of any such holders of any provision or condition of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in writing. Any amendment, modification, supplement or restatement of this Agreement must be effected by written agreement of the Company and the Purchaser. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Any amendment, modification, supplement or restatement or waiver effected in accordance with this paragraph shall be binding upon the Stockholders and the Company as provided herein.
Section 11.2 Successors and Assigns . Neither the Company nor Purchaser shall assign all or any part of this Agreement without the prior written consent of the Company and Purchaser; provided, however , that any Stockholder may assign its rights and obligations under this Agreement in whole or in part to a Permitted Transferee to which Registrable Securities are transferred pursuant to, and subject to the conditions set forth in, the Stockholders Agreement, provided that such assignee executes and delivers to the Company a counterpart to this Agreement whereby it agrees to be bound by the terms of the Agreement. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.
 
17

Section 11.3 Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement.
Section 11.4 Notices . Any notice or communication by the Company or any Stockholder is duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the recipient’s address:
If to the Company:
9205 South Park Center Loop, Suite 400
Orlando, Florida 32819
Facsimile No.: (407) 226-5039
Attention: General Counsel
With a copy to:
Latham & Watkins LLP
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
Facsimile No.: (312) 993-9767
Attention: Cathy A. Birkeland
         Bradley C. Faris
If to the Purchaser:
c/o Zhonghong Zhuoye Group Co., Ltd.
Building No. 8, Eastern International, No. 1
Ciyunsi, Chaoyang District
Beijing, People’s Republic of China 100025
Attention: Yu Ting
Fax: (0086) 010-85356993
with a copy (not constituting notice) to:
Paul Hastings LLP
515 South Flower Street, 25th Floor
Los Angeles, CA 90071
Attention: Robert A. Miller, Jr.
Fax: +1 (213) 996-3254
The Company or any Stockholder, by notice to the other parties hereto, may designate additional or different addresses for subsequent notices or communications. All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice or communication is mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.
Section 11.5 GOVERNING LAW; MUTUAL WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. EACH OF THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO
 
18

THE EXCLUSIVE JURISDICTION OF, AND CONSENTS TO VENUE IN, THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE) FOR ALL PURPOSES HEREUNDER INCLUDING BUT NOT LIMITED TO THE IN PERSONAM AND SUBJECT MATTER JURISDICTION OF THOSE COURTS, WAIVES ANY OBJECTIONS TO SUCH JURISDICTION ON THE GROUNDS OF VENUE OR FORUM NON CONVENIENS , THE ABSENCE OF IN PERSONAM OR SUBJECT MATTER JURISDICTION AND ANY SIMILAR GROUNDS, CONSENTS TO SERVICE OF PROCESS BY MAIL (IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THIS AGREEMENT) OR ANY OTHER MANNER PERMITTED BY LAW, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREE THAT ANY SUCH LEGAL PROCEEDING WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
Section 11.6 Reproduction of Documents . This Agreement and all documents relating hereto, including, but not limited to, (i) consents, waivers, amendments and modifications which may hereafter be executed, and (ii) certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, optical disk, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any arbitral, judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
Section 11.7 Remedies . Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.
Section 11.8 Further Assurances . Each of the parties hereto will, without additional consideration, execute and deliver such further instruments and take such other action as may be reasonably requested by any other party hereto in order to carry out the purposes and intent of this Agreement.
Section 11.9 No Presumption Against Drafter . Each of the parties hereto has jointly participated in the negotiation and drafting of this Agreement. In the event there arises any ambiguity or question or intent or interpretation with respect to this Agreement, this Agreement shall be construed as if drafted jointly by all of the parties hereto and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement.
 
19

Section 11.10 Severability . If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Upon such determination that any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
Section 11.11 Entire Agreement . This Agreement, together with the other agreements referred to herein, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede and shall supersede all prior agreements and understandings (whether written or oral) between the Company and the Stockholders, or any of them, with respect to the subject matter hereof.
Section 11.12 Execution in Counterparts . This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 11.13 Effectiveness . This Agreement shall become effective automatically on the Effective Date, without further action by any party. Until the Effective Date (if any), this Agreement shall be of no force or effect and shall create no rights or obligations on the part of any party hereto.
Section 11.14 No Third Party Beneficiaries . Except as provided in Article VII and Article VIII nothing in this Agreement is intended or shall be construed to give any Person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.
Section 11.15 Waiver of Certain Damages . To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.
 
20

Section 11.16 Confidentiality . Each Stockholder agrees that all material non-public information provided pursuant to or in accordance with the terms of this Agreement shall be kept confidential by the Person to whom such information is provided, until such time as such information becomes public other than through violation of this provision. Notwithstanding the foregoing, any party may disclose the information (i) if required to do so by any law, rule, regulation, order, decree or subpoena of any governmental agency or authority or court, (ii) that (A) is or becomes available to such party on a non-confidential basis from a source other than the Company or its representatives (which source was not to such party’s knowledge prohibited from disclosing such information to such party by a legal, contractual or fiduciary obligation owed to the Company), (B) is already in such party’s possession (not including information furnished by or on behalf of the Company), and (C) is independently developed or acquired by such party without reference to, or use of, any material non-public information and without violating this Section 11.16 and (iii) to its representatives who have a need to know such information in connection with the transactions contemplated by this Agreement, provided that such party shall remain liable for any breach of this Section 11.16 by its representatives.
Signature pages follow.
 
21

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

THE COMPANY	
	
SEAWORLD ENTERTAINMENT, INC.	
		
By:	 	/s/ Joel K. Manby	
Name:	 	Joel K. Manby	
Title:	 	Chief Executive Officer and President	
 
22

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

PURCHASER	
	
SUN WISE (UK) CO., LTD	
		
By:	 	/s/ Yongli Wang	
Name:	 	Yongli Wang	
Title:	 	Director	
 
23

Exhibit 99.5
LETTER AGREEMENT
May 8, 2017

SeaWorld Entertainment, Inc.
9205 South Park Center Loop,
Suite 400
Orlando, FL 32819
USA
Attn: General Counsel	  	Sun Wise (UK) Co., Ltd
c/o Zhonghong Zhuoye Group Co., Ltd
Building No. 8, Eastern International, No. 1,
Ciyunsi, Chaoyang District
Beijing, People’s Republic of China 100025
Attn: Yu Ting	
SeaWorld Entertainment, Inc. (the “ Company ”) hereby agrees that, during the period following the Closing and prior to the appointment of Yoshikazu Maruyama and Yongli Wang (the “ ZHG Directors ”) to the board of directors of the Company (the “ Board ”) (which shall occur immediately following the Company’s annual meeting of stockholders for 2017, pursuant to that certain Stockholders Agreement among the Company, Buyer, and Zhonghong Zhuoye Group Co., Ltd solely for purposes of Section 4.3 thereof, dated as of March 24, 2017 (the “ SHA ”)), the ZHG Directors shall be entitled to the board observer rights set forth on Exhibit A attached hereto subject to the confidentiality obligations in the Confidentiality Agreement (as defined in the SHA).
This Letter Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Except as specifically set forth in this Letter Agreement, the SHA (including, without limitation, the Company’s obligation under Section 2.1(d) of the SHA, to appoint (x) Mr. Maruyama to the class of directors of the Board up for election at the Company’s annual meeting of stockholders for 2018 and (y) Mr. Wang to the class of directors of the Board up for election at the Company’s annual meeting of stockholders for 2019) shall remain unmodified and in full force and effect.
This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof.

IN WITNESS WHEREOF , the parties hereto have executed this LETTER AGREEMENT on the day and year first above written.    

Sincerely,	
	
SEAWORLD ENTERTAINMENT, INC.	
		
By:	 	/s/ Joel K. Manby	
Name:	 	Joel K. Manby	
Title:	 	Chief Executive Officer and President	
Agreed and Accepted:
SUN WISE (UK) CO., LTD

By:	 	/s/ Yongli Wang	
Name:	 	Yongli Wang	
Title:	 	Director	
Signature Page to Letter Agreement

EXHIBIT A
OBSERVER RIGHTS
 
1.	The Company shall, concurrently with delivery to the Board, give the ZHG Directors copies of all notices, minutes, consents and other material that the Company provides to its directors, except that the ZHG Directors may be excluded from access to any material or meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information, or for other similar reasons. Upon reasonable notice and at a scheduled meeting of the Board or such other time, if any, as the Board may determine in its sole discretion, the ZHG Directors may address the Board regarding significant business issues facing the Company.	

Exhibit 99.6
CLOSING CONDITION LETTER AGREEMENT
May 8, 2017

SW Delaware L.P.
c/o The Blackstone Group
345 Park Avenue
New York, NY 10154
Attn: Peter F. Wallace	 		  	Sun Wise (UK) Co., Ltd
c/o Zhonghong Zhuoye Group Co., Ltd
Building No. 8, Eastern International, No. 1, Ciyunsi, Chaoyang District
Beijing, People’s Republic of China 100025
Attn: Yu Ting	
Reference is hereby made to that certain Stock Purchase Agreement (the “ SPA ”), dated as of March 24, 2017, among the Sellers identified therein and Sun Wise (UK) Co., Ltd (“ Buyer ”). Capitalized terms not defined herein shall have the respective meanings ascribed to such terms in the SPA. Buyer hereby confirms that the form of written resignation attached hereto as Exhibit A (the “ Resignation ”) (i) is in form and substance acceptable to Buyer and (ii) the delivery of the Resignation executed by Peter Wallace will satisfy the Sellers’ obligations under Section 6.02(c) of the SPA, notwithstanding that the effective time of such Resignation is after the Closing as set forth therein.
This Closing Condition Letter Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Except as specifically set forth in this Closing Condition Letter Agreement, the SPA shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this CLOSING CONDITION LETTER AGREEMENT on the day and year first above written.    

Sincerely,	
	
SUN WISE (UK) CO., LTD	
		
By:	 	/s/ Yongli Wang	
Name:	 	Yongli Wang	
Title:	 	Director	
Agreed and Accepted:

SW DELAWARE L.P.	  		
SW DELAWARE A L.P.	  		
SW DELAWARE B L.P.	  		
SW DELAWARE C L.P.	  		
SW DELAWARE D L.P.	  		
SW DELAWARE E L.P.	  		
SW DELAWARE F L.P.	  		
SW DELAWARE CO-INVEST L.P.	  		
SW DELAWARE (GSO) L.P.	  		
By: SW Cayman Limited, its general partner

By:	 	/s/ Peter Wallace	
Name:	 	Peter Wallace	
Title:	 	Director	
Signature Page to Closing Condition Letter Agreement

EXHIBIT A
FORM OF WRITTEN RESIGNATION

May 8, 2017
Reference is made to Section 6.02(c) of that certain Stock Purchase Agreement, dated as of March 24, 2017 (the “ Agreement ”), by and among Sun Wise (UK) Co., Ltd, a private limited company incorporated under the laws of England and Wales, and the Sellers party thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
The undersigned hereby resigns as a member of the board of directors of the Company effective immediately following the Company’s annual meeting of stockholders for 2017.
[ Signature page follows ]

	
Sincerely,	
	
/s/ Peter Wallace	
Name: Peter Wallace	

Exhibit 99.7
Execution Version

Dated 8 May  2017
Facility Agreement
relating to a US$150,000,000 term loan facility
between
SUN WISE (UK) CO., LTD
as Borrower
SUN WISE ORIENTED (HK) CO., LIMITED
as Offshore Guarantor
and
PA EMINENT OPPORTUNITY VI LIMITED
as Lender

Table of Contents

 	 	 	  	Page	 	
			
1.	 	Definitions and Interpretation	  	 	1	 	
			
2.	 	The Facility	  	 	22	 	
			
3.	 	Purpose	  	 	22	 	
			
4.	 	Conditions of Utilisation	  	 	23	 	
			
5.	 	Utilisation	  	 	24	 	
			
6.	 	Repayment	  	 	25	 	
			
7.	 	Prepayment and cancellation	  	 	25	 	
			
8.	 	Interest	  	 	31	 	
			
9.	 	Interest Periods	  	 	31	 	
			
10.	 	Make-Whole Amount	  	 	32	 	
			
11.	 	Tax gross-up and indemnities	  	 	32	 	
			
12.	 	Increased costs	  	 	37	 	
			
13.	 	Mitigation by the Lender	  	 	38	 	
			
14.	 	Other indemnities	  	 	39	 	
			
15.	 	Costs and expenses	  	 	41	 	
			
16.	 	Guarantee and Indemnity	  	 	42	 	
			
17.	 	Representations	  	 	45	 	
			
18.	 	Information undertakings	  	 	55	 	
			
19.	 	General undertakings	  	 	59	 	
			
20.	 	Margin Position	  	 	76	 	
			
21.	 	Events of Default	  	 	78	 	
			
22.	 	Changes to the Parties	  	 	83	 	
			
23.	 	Disclosure of information	  	 	86	 	
			
24.	 	Payment mechanics	  	 	87	 	
			
25.	 	Set-off	  	 	88	 	
			
26.	 	Notices	  	 	89	 	
			
27.	 	Calculations and certificates	  	 	91	 	
			
28.	 	Partial invalidity	  	 	92	 	
			
29.	 	Remedies and waivers	  	 	92	 	
			
30.	 	Amendments and waivers	  	 	92	 	
			
31.	 	Counterparts	  	 	92	 	
 
(i)

							
 	 	 	  	Page	 	
			
32.	 	Governing law	  	 	92	 	
			
33.	 	Enforcement	  	 	93	 	
		
Schedule 1 Conditions Precedent	  	 	95	 	
		
Schedule 2 Utilisation Request	  	 	101	 	
		
Schedule 3 Form of Transfer Certificate	  	 	102	 	
		
Schedule 4 Form of Margin Call Notice	  	 	105	 	
 
(ii)

This Agreement is made on 8 May 2017
Between :
 
(1)	SUN WISE (UK) CO., LTD , a private limited company incorporated under the laws of England and Wales with registration number 10662894 and whose business address is at 60 Strand, London, United Kingdom WC2N 5LR (the “ Borrower ”);	
 
(2)	SUN WISE ORIENTED (HK) CO., LIMITED , a company incorporated under the laws of Hong Kong with registered number 2318510 and whose business address is at Unit 1904, 19/F, Podium Plaza, 5 Hanoi Road, Tsimshatsui, Kowloon, Hong Kong (the “ Offshore Guarantor ”); and	
 
(3)	PA EMINENT OPPORTUNITY VI LIMITED , a BVI business company incorporated under the laws of the British Virgin Islands with registered number 1940944 and whose registered office is at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands, as lender (the “ Lender ”).	
It is agreed :
SECTION 1
INTERPRETATION
 
1.	Definitions and Interpretation	
 
 	1.1	Definitions	
In this Agreement:
“ Acquired Target Shares ” means 19,452,063 Target Shares to be acquired by the Borrower pursuant to the terms of the SPA.
“ Acquisition ” means the acquisition by the Borrower of the Acquired Target Shares pursuant to the terms of the SPA.
“ Acquisition Completion ” means the completion of the Acquisition on the Closing Date in accordance with the SPA.
“ Acquisition Documents ” means:
 
 	(a)	the SPA;	
 
 	(b)	the Escrow Agreement;	
 
 	(c)	the Target Stockholders Agreement;	
 
 	(d)	the Registration Rights Agreement;	

 	(e)	the park exclusivity and concept design agreement dated 24 March 2017 by and between Sea Holdings I, LLC and Zhonghong Holdings;	
 
 	(f)	the center concept & preliminary design support agreement dated 24 March 2017 by and between Sea Holdings I, LLC and Zhonghong Holdings;	
 
 	(g)	a regulatory side letter dated 24 March 2017 signed by the Target and delivered to and acknowledged by the Borrower and the sellers identified in the SPA;	
 
 	(h)	a notice dated 11 April 2017 signed by the Sellers’ Representative and delivered to and acknowledged by the Borrower; and	
 
 	(i)	any other document designated as such by the Lender and the Borrower.	
“ Acquisition Purchase Price ” means the term “Purchase Price” as defined in the SPA, being US$447,397,449.
“ Adjustment Event ” means, as determined by the Lender (acting in good faith and in a commercially reasonable manner), any of the following:
 
 	(a)	a subdivision, consolidation or reclassification of the Target Shares (unless resulting in a Merger Event), or a free distribution or dividend of any Target Shares to existing holders by way of bonus, capitalisation or similar issue;	
 
 	(b)	a distribution, issue or dividend to existing holders of the Target Shares of:	
 
 	(i)	additional Target Shares;	
 
 	(ii)	other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Target equally or proportionately with such payments to holders of the Target Shares;	
 
 	(iii)	share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Target as a result of a spin-off or other similar transaction; or	
 
 	(iv)	any other type of securities, rights or warrants or other assets (other than cash), in any case for payment (cash or other consideration) at less than the prevailing market price;	
 
 	(c)	the declaration of a dividend determined by the Lender to be an extraordinary dividend in respect of the Target Shares (acting reasonably);	
 
 	(d)	a call by the Target in respect of Target Shares that are not fully paid;	
 
 	(e)	a repurchase by the Target or any of its Affiliates of the Target Shares, whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;	
 
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 	(f)	in respect of the Target, an event that results in any shareholder-rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Target pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights;	
 
 	(g)	a Merger Event; or	
 
 	(h)	any other event that has or would reasonably be expected to have a diluting or concentrative effect on the value of the Target Shares,	
provided that any such event shall be deemed to occur on the first public announcement by the Target of such event or a firm intention to cause such event to occur.
“ Affiliate ” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
“ Anti-Terrorism Law ” means the US Patriot Act, the US Money Laundering Control Act of 1986 (18 USC sect. 1956), the US Executive Order No. 13224 on Terrorist Financing: Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, issued 23 September 2001, as amended by Order 13268 or any similar law enacted in US, any member nation of the European Union, Hong Kong, the United Nations or any other applicable jurisdiction.
“ APLMA ” means the Asia Pacific Loan Market Association Limited.
“ Assignment Agreement ” means an agreement substantially in a recommended form of the APLMA or any other form agreed between the Lender and the relevant assignee.
“ Authorisation ” means:
 
 	(a)	an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or	
 
 	(b)	in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.	
“ Availability Period ” means the period from and including the date of this Agreement to and including the date falling five (5) Business Days from the date of this Agreement.
“ Available Commitment ” means at any time the Commitment minus :
 
 	(a)	the aggregate amount of all outstanding Loan; and	
 
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 	(b)	in relation to any proposed Utilisation, the aggregate amount of the Loan that are due to be made on or before the proposed Utilisation Date.	
“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in the PRC, Hong Kong and New York.
“ Cash Dividend ” has the meaning given to such term in Clause 19.17 ( Pledged Target Shares – Dividends ).
“ Charged Property ” means all of the assets which from time to time are, or are expressed to be, the subject of Transaction Security, including all the Pledged Target Shares.
“ Closing ” means the term “Closing” as defined in the SPA.
“ Closing Account ” means the cash account opened at Wing Lung Bank Limited under the name of the Borrower with account number 601-016-06276, the operation of which shall require one authorised signatory appointed by the Lender.
“ Closing Date ” means the term “Closing Date” as defined in the SPA.
“ Closing Price ” means, on any Scheduled Trading Day, the official closing price per Target Share published by the Exchange for that Scheduled Trading Day, provided that if any such Scheduled Trading Day is a Disrupted Day, the Closing Price shall be the lower of (a) the official closing price on such Disrupted Day (if any such price is published) and (b) the official closing price on the immediately preceding Scheduled Trading Day (including, on a compounding basis, any haircut applied in respect of that day and any of the immediately preceding days).
“ Code ” means the US Internal Revenue Code of 1986.
“ Commitment ” means US$150,000,000 as at the date of this Agreement, to the extent not cancelled, reduced or transferred by the Lender under this Agreement.
“ Confidential Information ” means all information relating to the Borrower, any other Obligor, the Group, the Transaction Documents, the Facility or the Acquisition of which the Lender becomes aware in its capacity as, or for the purpose of becoming, the Lender or which is received by the Lender in relation to, or for the purpose of becoming the Lender under, the Finance Documents or the Facility from any member of the Group or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:
 
 	(a)	is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 23 ( Disclosure of information ); or	
 
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 	(b)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or	
 
 	(c)	is known by the Lender before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.	
“ Confidentiality Undertaking ” means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreed between the Borrower and the Lender.
“ Custodian ” means Citibank N.A. in its capacity as custodian under the Custody and Control Agreement.
“ Custody and Control Agreement ” means the custody and control agreement dated on or about the date of this Agreement, or otherwise entered into pursuant to paragraph (d) of Clause 19.31 ( Conditions Subsequent ), and entered into by and among the Borrower as pledgor, the Security Agent and the Custodian, in respect of the Pledged Target Shares.
“ Debenture (HK) ” means the Hong Kong law-governed debenture dated on or about the date of this Agreement between the Offshore Guarantor as chargor and the Lender.
“ Debenture (UK) ” means the English law-governed debenture dated on or about the date of this Agreement between the Borrower as chargor and the Lender.
“ Default ” means an Event of Default or any event or circumstance specified in Clause 21 ( Events of Default ) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.
“ Delegate ” means any delegate, agent, attorney or co-trustee appointed by the Lender.
“ Designated Securities Account ” means the securities account in the name of the Borrower opened with a custodian satisfactory to the Security Agent and designated as the Designated Securities Account from time to time by the Security Agent and the Borrower, for the purposes of depositing the Pledged Target Shares and any Cash Dividends declared in respect of Pledged Target Shares, to be opened within the timeframe stipulated in Clause 19.31 ( Conditions Subsequent ) and the operation of which shall require one authorised signatory appointed by the Security Agent, it being understood and agreed that the initial Designated Securities Account shall be the “Custody Account” (as defined in the Custody and Control Agreement).
“ Disrupted Day ” means any Scheduled Trading Day on which:
 
 	(a)	the Exchange does not open for trading during its regular trading session; or	
 
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 	(b)	an Equity Market Disruption Event has occurred.	
“ Environmental Claim ” means any claim, proceeding or investigation by any person in respect of any Environmental Law.
“ Environmental Law ” means any applicable law in any jurisdiction in which the Borrower or any member of the Offshore Group conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants.
“ Environmental Permits ” means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of the Borrower or any member of the Offshore Group conducted on or from the properties owned or used by the Borrower or the relevant member of the Offshore Group.
“ Equity Market Disruption Event ” means the occurrence or existence of a Trading Disruption or an Exchange Disruption which the Lender determines is material (acting reasonably).
“ Escrow Account ” means the account opened in the name of the Sellers’ Representative with Citibank N.A. with the account number specified in the Escrow Agreement.
“ Escrow Agreement ” means the escrow agreement dated 24 March 2017 among the Borrower as buyer, the Sellers’ Representative and Citibank N.A. as escrow agent.
“ Event of Default ” means any event or circumstance specified as such in Clause 21 ( Events of Default ).
“ Exchange ” means The New York Stock Exchange.
“ Exchange Disruption ” means any event that materially disrupts or impairs (as determined by the Lender acting in a commercially reasonable manner) the ability of market participants in general to effect transactions in, or obtain market values for, the Target Shares on the Exchange.
“ Facility ” means the term loan facility made available under this Agreement as described in Clause 2 ( The Facility ).
“ Facility Office ” means the office or offices notified by the Lender to the Borrower on or before the date of this Agreement (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.
“ FATCA ” means:
 
 	(a)	sections 1471 to 1474 of the Code or any associated regulations;	
 
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 	(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or	
 
 	(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.	
“ FATCA Application Date ” means:
 
 	(a)	in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;	
 
 	(b)	in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or	
 
 	(c)	in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,	
or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.
“ FATCA Deduction ” means a deduction or withholding from a payment under a Finance Document required by FATCA.
“ FATCA Exempt Party ” means a Party that is entitled to receive payments free from any FATCA Deduction.
“ FATCA FFI ” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if the Lender is not a FATCA Exempt Party, could be required to make a FATCA Deduction.
“ Final Repayment Date ” means the date falling twenty-four (24) Months from the Utilisation Date, provided that if that day is not a Business Day, it shall be the immediate preceding Business Day.
“ Finance Documents ” means:
 
 	(a)	this Agreement;	
 
 	(b)	the Individual Guarantee Agreement;	
 
 	(c)	the Onshore Parent Guarantee Agreement;	
 
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 	(d)	any Transaction Security Document;	
 
 	(e)	the Intercreditor Deed;	
 
 	(f)	the Utilisation Request;	
 
 	(g)	any other agreement entered into between any member of the Offshore Group and the Lender and/or its Affiliates; and	
 
 	(h)	any other document designated as such by the Lender and the Borrower.	
“ Financial Indebtedness ” means any indebtedness for or in respect of:
 
 	(a)	moneys borrowed;	
 
 	(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;	
 
 	(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;	
 
 	(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability;	
 
 	(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);	
 
 	(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;	
 
 	(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);	
 
 	(h)	any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Final Repayment Date or are otherwise classified as borrowings under the GAAP;	
 
 	(i)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and	
 
 	(j)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.	
 
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“ Fullgoal Notes ” means the HK$1,083,333,334 notes due 2018 issued by Joyful Wellness as issuer and subscribed by Fullgoal SPC (for and on behalf of Fullgoal SP) pursuant to the Fullgoal Notes Subscription Agreement.
“ Fullgoal Notes Documents ” means “Issue Documents” as defined in the Fullgoal Notes Subscription Agreement.
“ Fullgoal Notes Subscription Agreement ” the subscription agreement dated 5 May 2017 entered into by and among Joyful Wellness as issuer, the Onshore Parent Guarantor as guarantor and Fullgoal SPC (for and on behalf of Fullgoal SP) as investor.
“ Fullgoal SP ” means Fullgoal Industrial Investment Fund Segregated Portfolio, a segregated portfolio established by Fullgoal SPC.
“ Fullgoal SPC ” means Fullgoal China Access RQFII Fund SPC, an exempted company incorporated and registered as a segregated portfolio company incorporated in the Cayman Islands with limited liability with registration number 279462 and whose registered office address is at PO Box 1350, Clifton House, 75 Fort Street, Grand Cayman KY1-1108, Cayman Islands, acting for and on behalf, and for the account, of Fullgoal SP.
“ GAAP ” means generally accepted accounting principles:
 
 	(a)	in respect of the Onshore Parent Guarantor, in the PRC;	
 
 	(b)	in respect of the Offshore Guarantor, in Hong Kong;	
 
 	(c)	in respect of the Borrower, in the United Kingdom; and	
 
 	(d)	in respect of the Target, in the United States.	
“ Golden Share ” has the meaning given to such term in Clause 19.31 ( Conditions Subsequent ).
“ Governmental Agency ” means any government or any governmental agency, semi- governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute).
“ Group ” means the Onshore Parent Guarantor, its Subsidiaries from time to time (which, for the avoidance of doubt, includes each member of the Offshore Group) and Zhonghong Holdings.
“ Holding Company ” means, in relation to a person, any other person in respect of which it is a Subsidiary.
“ Indirect Tax ” means any goods and services taxes, consumption tax, value added tax or any tax of a similar nature.
 
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“ Individual Guarantee Agreement ” means a guarantee agreement dated on or about the date of this Agreement between the Individual Obligor as guarantor and the Lender on or about the date of this Agreement.
“ Individual Obligor ” means Mr. Wang Yonghong  , a citizen of the PRC (holder of PRC identification card with number 362229197201090030).
“ Intercreditor Deed ” means the intercreditor deed dated on or about the date of this Agreement initially by and among the Security Agent, the Lender, the Junior Investor, the Individual Obligor, the Onshore Parent Guarantor and the Borrower, as amended and supplemented from time to time pursuant to the terms thereto.
“ Interest Payment Date ” means each of the following:
 
 	(a)	31 October 2017;	
 
 	(b)	30 April 2018;	
 
 	(c)	31 October 2018; and	
 
 	(d)	30 April 2019; and	
 
 	(e)	Final Repayment Date,	
provided that:
 
 	(i)	if an Interest Payment Date would otherwise fall on a day which is not a Business Day, that Interest Payment Date shall be changed to the next succeeding Business Day in that calendar month (if there is one) or the preceding Business Day (if there is none); and	
 
 	(ii)	any Interest Payment Date which would otherwise fall after the Final Repayment Date shall instead fall on the Final Repayment Date.	
“ Interest Period ” means, in relation to the Loan, each period determined in accordance with Clause 9 (Interest Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 ( Default interest ).
“ Joyful Intercompany Advances ” means any amount provided by Joyful Wellness to the Offshore Guarantor in the form of intercompany loan or other forms of intercompany advances.
“ Joyful Wellness ” means Joyful Wellness Limited  , a BVI business company incorporated under the laws of the British Virgin Islands with registered number 1924964 and whose registered office is at Newhaven Trustees (BVI) Limited of 3rd Floor, J & C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands, VG1110.
 
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“ Junior Investment Agreement ” means the investment agreement dated on or about the date of this Agreement and entered into by and among the Borrower, the Junior Investor and the other parties thereto in respect of the Junior Investor’s investment in the Junior Preferred Shares.
“ Junior Investment Documents ” means “Transaction Documents” as defined in the Junior Investment Agreement.
“ Junior Investment Security ” means any Security provided by a member of the Group for the purpose of securing the Junior Liabilities.
“ Junior Investor ” means China Huarong International Holdings Limited  , a company incorporated under the laws of Hong Kong (company number 1845699) whose registered office is at China Huarong Tower, 60 Gloucester Road, Wanchai, Hong Kong.
“ Junior Liabilities ” means at any time, all present and future liabilities and obligations at any time, of Tianjin Shuzhi, the Offshore Guarantor, the Borrower and/or any member of the Group to the Junior Investor in respect of the Junior Preferred Shares and the Junior Investment Documents, both actual and contingent and whether incurred solely or jointly or in any other capacity.
“ Junior Permitted Payment ” has the meaning given to such term in Clause 19.6 ( Restricted Payments ).
“ Junior Preferred Shares ” means the preferred shares with a value of not more than US$100,000,000 issued by the Borrower and subscribed or to be subscribed by the Junior Investor pursuant to the Junior Investment Documents.
“ Lender Director ” has the meaning given to such term in paragraph (h) of Clause 19.31 ( Conditions subsequent ).
“ Listing Rules ” means the listing rules applicable to a company listed on the Exchange.
“ Loan ” means, as the context requires, a loan made or to be made under the Facility or the principal amount outstanding at any time of that loan.
“ LTV Ratio ” means, at any time, the loan to value ratio (expressed as a percentage) calculated by the following:
A
B
where:
“ A ” means the aggregate amount in US dollars of (i) the Loan outstanding and (ii) the Junior Preferred Shares Value;
 
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“ B ” means aggregate amount in US dollars of (i) the Closing Price multiplied by the number of Pledged Target Shares and (ii) the Margin Cash; and
“ Junior Preferred Shares Value ” means the amount equal to the number of outstanding Junior Preferred Shares multiplied by the Preferred Shares Subscription Price (as defined in the Junior Investment Agreement).
“ Make-Whole Amount ” means, in respect of any prepayment, repayment or acceleration of the Loan, an amount equal to the amount of interest that would have been payable pursuant to Clause 8 ( Interest ) on the principal amount of the Loan being prepaid or repaid with respect to the period from the Utilisation Date to (and including) the Make-Whole End Date, had such principal amount remained outstanding during such period, deducting the amount of interest that is paid and received by the Lender up to (and including) the payment date of the relevant prepayment or repayment.
“ Make-Whole End Date ” means the date falling twelve (12) Months of the Utilisation Date.
“ Margin Call Notice ” means a notice substantially in the form set out in Schedule 4 ( Form of Margin Call Notice ) or any other form provided by the Lender.
“ Margin Cash ” has the meaning given to such term in Clause 20.1 ( Margin Call ).
“ Margin Cash Account ” means any account designated by the Security Agent from time to time.
“ Margin Top-Up Date ” has the meaning given to such term in Clause 20.1 ( Margin Call ).
“ Material Adverse Effect ” means a material adverse effect on:
 
 	(a)	the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole;	
 
 	(b)	the ability of any of the Obligors to perform its obligations under the Transaction Documents;	
 
 	(c)	the validity or enforceability of, or the effectiveness or ranking of any Security granted or purported to be granted pursuant to, any of the Finance Documents; or	
 
 	(d)	the rights or remedies of the Lender under any of the Finance Documents.	
“ Material Non-Public Information ” means any information (including, without limitation, any information regarding any material adverse change or prospective material adverse change in the condition of, or any actual, pending or threatened litigation, arbitration or similar proceeding involving, the Target) that is not described in the Target’s most recent annual report or subsequent public information releases and which, if it were made public, would be likely to have a significant effect on the price or value of the Target Shares.
 
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“ Merger Event ” means, in respect of the Target Shares, any:
 
 	(a)	reclassification or change of the Target Shares that results in a transfer of or an irrevocable commitment to transfer all outstanding Target Shares to another entity or person;	
 
 	(b)	consolidation, amalgamation, merger or binding share exchange of the Target with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which the Target is the continuing entity and which does not result in a reclassification or change of any of the Target Shares then outstanding);	
 
 	(c)	a takeover offer, tender offer, scheme of arrangement, exchange offer, solicitation, proposal or other event or offer by any entity or person to purchase or otherwise obtain one hundred per cent. (100%) of the outstanding Target Shares that results in a transfer of or an irrevocable commitment to transfer all such Target Shares (other than the Target Shares owned or controlled by such other entity or person); or	
 
 	(d)	a consolidation, amalgamation, merger or binding share exchange of the Target or its Subsidiaries with or into another entity in which the Target is the continuing entity and which does not result in a reclassification or change of the outstanding Target Shares but results in the outstanding Target Shares (other than the Target Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than fifty per cent. (50%) of the outstanding Target Shares immediately following such event.	
“ Money Laundering Laws ” has the meaning given to it in Clause 17.28 ( Money Laundering Laws ).
“ Month ” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:
 
 	(a)	subject to paragraph (c) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;	
 
 	(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and	
 
 	(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.	
 
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The above rules will apply only to the last Month of any period.
“ NBWD ” means a creditor incorporated or registered outside the PRC (a) extending any facility to a borrower incorporated or registered outside of the PRC and/or (b) conducting any transactions with such borrower incorporated or registered outside of the PRC, where any guarantor or security provider in respect of that facility or transaction is incorporated or registered in the PRC.
“ New Lender ” has the meaning given to such term in Clause 22.1 ( Assignments and transfers by the Lender ).
“ Obligors ” means:
 
 	(a)	the Borrower;	
 
 	(b)	the Offshore Guarantor;	
 
 	(c)	the Onshore Parent Guarantor;	
 
 	(d)	the Individual Obligor; and	
 
 	(e)	any other person providing any Transaction Security,	
and “ Obligor ” means each one of them.
“ OFAC ” means the Office of Foreign Assets Control of the US Department of the Treasury.
“ Offshore Obligor ” means each of the Borrower and the Offshore Guarantor.
“ Offshore Group ” means the Offshore Guarantor and its Subsidiaries from time to time.
“ Onshore Parent Guarantee Agreement ” means the PRC law-governed guarantee agreement dated on or about the date of this Agreement between the Onshore Parent Guarantor and the Lender.
“ Onshore Parent Guarantor ” means Zhonghong Zhuoye Group Co. Ltd.  , a company incorporated under the laws of the PRC and whose business address at 2015-431 Cyberport Building, High-tech Street 258, High-tech Industrial Development Zone (New Urban Area), Urumqi, Xinjiang, PRC   .
“ Original Financial Statements ” means:
 
 	(a)	in respect of the Onshore Parent Guarantor, its consolidated financial statements for the financial year ended 2016;	
 
 	(b)	in respect of the Borrower, its most recent financial statements;	
 
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 	(c)	in respect of the Offshore Guarantor, its financial statements for the financial year ended 2016; and	
 
 	(d)	in respect of the Target, its audited consolidated financial statements for the financial year ended 2016.	
“ Party ” means a party to this Agreement.
“ Pledged Target Shares ” means, at any time, the Acquired Target Shares which are subject to the Transaction Security (subject to the terms of the Intercreditor Deed).
“ PRC ” means the People’s Republic of China, but (solely for the purpose of the Finance Documents) excluding Hong Kong, Macau and Taiwan.
“ PRC Working Days ” means, in relation to registration of any Finance Document with any local branch of the SAFE, a day (other than a Saturday or Sunday) on which such local branch of the SAFE is open for its general business.
“ PSC Register ” means “PSC register” within the meaning of section 790(c)(10) of the Companies Act 2006.
“ Quasi-Security ” means an arrangement or transaction described in paragraph (b) of Clause 19.4 ( Negative Pledge ) below.
“ Receiver ” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.
“ Registration Rights Agreement ” means the registration rights agreement dated 24 March 2017 by and between the Borrower and the Target, with respect to the Target Shares.
“ Registration Requirements ” means:
 
 	(a)	the registration of particulars of the Security Agreement (US) and the Debenture (UK) at Companies House in England and Wales under section 859A of the Companies Act 2006;	
 
 	(b)	the registration of the Debenture (HK) with the Hong Kong Companies Registry under the Companies Ordinance (Cap. 622 of the Laws of Hong Kong);	
 
 	(c)	the registration of each of the (i) Individual Guarantee Agreement and (ii) Onshore Parent Guarantee Agreement with the competent local branch of the SAFE of the forgoing Finance Documents, where the application for such registration shall, pursuant to the SAFE regulations as at the date of this Agreement, be made within fifteen (15) PRC Working Days from the date of each such Finance Document; and	
 
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 	(d)	the filing of the UCC financing statements relating to the Security Agreement (US) in the applicable jurisdictions.	
“ Related Fund ” in relation to a fund (the “ first fund ”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.
“ Relevant Jurisdiction ” means, in relation to an Obligor:
 
 	(a)	(in the case of a corporate entity) its jurisdiction of incorporation or establishment or (in the case of a natural person) its place of domicile;	
 
 	(b)	any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;	
 
 	(c)	any jurisdiction where it conducts its business; and	
 
 	(d)	the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.	
“ Relevant Person ” means:
 
 	(a)	a member of the Offshore Group;	
 
 	(b)	a director, an officer or an employee of a member of the Offshore Group, who (in each case) is acting in such capacity (and not, for the avoidance of doubt, in his or her personal capacity); or	
 
 	(c)	an agent or any person acting on behalf of a member of the Offshore Group, who (in each case) is acting in such capacity (and not, for the avoidance of doubt, in his or her personal capacity).	
“ Repeating Representations ” means each of the representations set out in Clause 17 other than paragraph (c) of Clause 17.1 ( Status ), 17.8 ( Deduction of Tax ), Clause 17.9 ( No filing or stamp taxes ) and 17.29 ( Group Structure ).
“ SAFE ” means the State Administration of Foreign Exchange of the PRC  or its competent local branch, bureaus or any other authority succeeding to its functions.
“ Sanctioned Country ” has the meaning given to it in the definition of
“ Sanctioned Person ” below.
 
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“ Sanctioned Person ” means:
 
 	(a)	any person listed in any Sanctions-related list of designated persons maintained by OFAC, the US Department of State, the United Nations Security Council, the European Union, any member state of the European Union, the Hong Kong government or the United Kingdom government;	
 
 	(b)	any person currently subject to any Sanctions, including without limitation any person located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions, or otherwise a target of Sanctions (“ target of Sanctions ” signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities) (each a “ Sanctioned Country ”); or	
 
 	(c)	any person owned by or under the control of, or any person acting on behalf of, a person falling within paragraph (a) or (b) of this definition.	
“ Sanctions ” means any economic or financial sanctions or trade embargos, imposed, administered or enforced by any Sanctions Authority, OFAC or by the US Department of State or pursuant to the Iran Sanctions Act of 1996 and The Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 or any equivalent sanctions or measures administered, imposed, enacted or enforced by any Sanctions Authority.
“ Sanctions Authority ” means the US government, the United Nations, the European Union, the Hong Kong government, the United Kingdom government, the respective governmental institutions and agencies of any of the foregoing (including, without limitation, OFAC, the US Department of State and Her Majesty’s Treasury of the United Kingdom) or any other applicable governmental, inter-governmental or supranational sanctions authority.
“ Scheduled Trading Day ” means a day on which the Exchange is scheduled to be open for trading during its regular trading sessions.
“ Secured Party ” means the Lender, the Security Agent, a Receiver or any Delegate and any other party to a Finance Document (other than an Obligor).
“ Security ” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
“ Security Agent ” means Lord Central Opportunity V Limited, a BVI business company incorporated under the laws of the British Virgin Islands with registered number 1931378 and whose registered office is at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands, in its capacity as security agent under the Intercreditor Deed.
“ Security Agreement (US) ” means the New York law governed security agreement dated on or about the date of this Agreement between the Security Agent and the Borrower as pledgor in respect of, amongst others, the Acquired Target Shares, the Designated Securities Account and the Registration Rights Agreement, subject to the terms of the Intercreditor Deed.
 
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“ Sellers ” means the sellers named in the SPA.
“ Sellers’ Representative ” means SW Delaware L.P. as sellers’ representative under the SPA.
“ SPA ” means the stock purchase agreement dated 24 March 2017 among the Borrower as buyer and the Sellers in relation to the acquisition of the Acquired Target Shares.
“ Specified Default ” means an Event of Default as a result of the Borrower’s failure to comply with its obligations under paragraph 19.31(j) of Clause 19.31 ( Conditions Subsequent ).
“ Specified Default Make-Whole Amount ” means, in respect of any prepayment or acceleration of the Loan demanded by the Lender as a result of the occurrence of a Specified Default, an amount equal to the amount of interest that would have been payable pursuant to Clause 8 ( Interest ) on the principal amount of the Loan being prepaid with respect to the period from the Utilisation Date to (and including) the date falling six (6) Months of the Utilisation Date, had such principal amount remained outstanding during such period, deducting the amount of interest that is paid and received by the Lender up to (and including) payment date of the relevant prepayment or repayment.
“ Subsidiary ” means, in relation to any company or corporation, a company or corporation:
 
 	(a)	which is controlled, directly or indirectly, by the first mentioned company or corporation;	
 
 	(b)	more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or	
 
 	(c)	which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,	
and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
“ Target ” means SeaWorld Entertainment, Inc., a corporation incorporated under the laws of the State of Delaware and listed on the Exchange with stock code “SEAS”.
“ Target Shares ” means the issued share capital in the Target with a par value of US$0.01.
“ Target Stockholders Agreement ” means the stockholders agreement dated as of 24 March 2017, by and among the Target, the Borrower and the Onshore Parent Guarantor.
 
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“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
“ Tax Deduction ” has the meaning given to such term in Clause 11.1 ( Tax definitions ).
“ Tianjin Shuzhi ” means Tianjin Shuzhi Asset Management Co., Limited  a company with limited liability established under the laws of the PRC whose registered address is Room 240, No.2 Fada Road, Wuqing Development Area, Tianjin, PRC.
“ Title Documents ” has the meaning given to such term in Clause 19.31 ( Conditions Subsequent ).
“ Trading Disruption ” means any suspension of or limitation imposed on trading by the Exchange relating to the Target Shares, whether by reason of movements in price exceeding limits permitted by the Exchange or otherwise.
“ Transaction Documents ” means the Finance Documents, the Junior Investment Documents and the Acquisition Documents.
“ Transaction Expenses ” means any cost, fee or expense (including, without limitation, legal expenses), and any stamp, documentary, registration or similar taxes and duties, incurred under or in connection with, any Finance Document.
“ Transaction Security ” means the Security created or evidenced or expressed to be created or evidenced under the Transaction Security Documents (subject to the terms of the Intercreditor Deed).
“ Transaction Security Document ” means:
 
 	(a)	the Debenture (HK);	
 
 	(b)	the Debenture (UK);	
 
 	(c)	the Security Agreement (US);	
 
 	(d)	the Custody and Control Agreement;	
 
 	(e)	any other document evidencing or creating or expressed to evidence or create Security over any asset to secure any obligation of any Obligor to a Secured Party under the Finance Documents; or	
 
 	(f)	any other document designated as such by the Lender and the Borrower.	
“ Transfer Certificate ” means a certificate substantially in the form set out in Schedule 3 ( Form of Transfer Certificate ) or any other form agreed between the Lender and the Borrower.
 
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“ Transfer Date ” means, in relation to an assignment or a transfer, the later of:
 
 	(a)	the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and	
 
 	(b)	the date on which the Lender executes the relevant Assignment Agreement or Transfer Certificate.	
“ Unpaid Sum ” means any sum due and payable but unpaid by an Obligor under the Finance Documents.
“ US ” means the United States of America.
“ US Tax Obligor ” means:
 
 	(a)	the Borrower if it is resident for tax purposes in the US; or	
 
 	(b)	an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.	
“ Utilisation ” means the utilisation of the Facility.
“ Utilisation Date ” means the date of the Utilisation, being the date on which the Loan is to be made.
“ Utilisation Request ” means a notice substantially in the form set out in Schedule 2 ( Utilisation Request ).
“ Zhonghong Holdings ” means Zhonghong Holding Co., Ltd.  , a company incorporated under the laws of the PRC and listed on The Shenzhen Stock Exchange with stock code 000979.
 
 	1.2	Construction	
 
 	(a)	Unless a contrary indication appears, any reference in this Agreement to:	
 
 	(i)	the “ Lender ”, any “ Obligor ” or any “ Party ” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;	
 
 	(ii)	“ assets ” includes present and future properties, revenues and rights of every description;	
 
 	(iii)	“ disposal ” includes a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary or involuntary, and “ dispose ” will be construed accordingly;	
 
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 	(iv)	a “ Finance Document ”, a “ Transaction Document ”, an “ Acquisition Document ” or any other agreement or instrument is a reference to that Finance Document, Transaction Document, Acquisition Document or other agreement or instrument as amended, novated, supplemented, extended or restated;	
 
 	(v)	a “ Junior Investment Document ” shall mean that Junior Investment Document as in effect at the date of this Agreement, irrespective of any subsequent amendment, restatement, supplement, modification or waiver of the same or any redemption of the Junior Preferred Share;	
 
 	(vi)	“ including ” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);	
 
 	(vii)	“ 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;	
 
 	(viii)	a “ person ” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);	
 
 	(ix)	a “ regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;	
 
 	(x)	a provision of law is a reference to that provision as amended or re-enacted; and	
 
 	(xi)	a time of day is a reference to Hong Kong time.	
 
 	(b)	Section, Clause and Schedule headings are for ease of reference only.	
 
 	(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.	
 
 	(d)	A Default (other than an Event of Default) is “ continuing ” if it has not been remedied or waived and an Event of Default is “ continuing ” if it has not been waived.	
 
 	(e)	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, unless otherwise specified by the Lender, the Bloomberg spot rate of exchange for the purchase of the specified currency with that other currency at or about 11:00 a.m. on the relevant date, is equal to the relevant amount in the specified currency.	
 
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 	1.3	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.
“ RMB ” denotes the lawful currency of the PRC.
 
 	1.4	Third Party Rights	
 
 	(a)	Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623, the Laws of Hong Kong) (the “Third Parties Ordinance”) to enforce or to enjoy the benefit of any term of this Agreement.	
 
 	(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.	
SECTION 2
THE FACILITY
 
2.	The Facility	
Subject to the terms of this Agreement, the Lender makes available to the Borrower a US dollar term loan facility in an aggregate amount equal to the Commitment.
 
3.	Purpose	
 
 	3.1	Purpose	
The Borrower shall apply all amounts borrowed by it under the Facility towards:
 
 	(a)	partial settlement of the Acquisition Purchase Price; and	
 
 	(b)	the payment of the Transaction Expenses then due and payable.	
 
 	3.2	Monitoring	
The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
 
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4.	Conditions of Utilisation	
 
 	4.1	Initial conditions precedent	
The Borrower may not deliver the Utilisation Request unless the Lender has received all of the documents and other evidence listed in Schedule 1 ( Conditions Precedent ) in form and substance satisfactory to the Lender. The Lender shall notify the Borrower promptly upon being so satisfied.
 
 	4.2	Further conditions precedent	
The Lender will be obliged to comply with Clause 5.4 ( Lender’s obligations ) only if:
 
 	(a)	on the date of the Utilisation Request and on the proposed Utilisation Date:	
 
 	(i)	no Default is continuing or would result from the proposed Loan and none of the circumstances described in Clause 7.1 ( Illegality ); Clause 7.2 ( Mandatory Prepayment—Change of Control ), Clause 7.3 ( Mandatory Prepayment – Recovery Claim, Equity Issuance, Debt Issuance and Listing ), and Clause 7.4 ( Mandatory Prepayment – Target Events ) has occurred;	
 
 	(ii)	the Repeating Representations (as defined in the relevant Finance Document) to be made by each Obligor under each Finance Document to which it is a party are true in all material respects;	
 
 	(iii)	no Adjustment Event has occurred or would result from a proposed Loan;	
 
 	(iv)	the LTV Ratio (taking into account the making of the proposed Loan) is equal to or less than seventy-five per cent. (75%); and	
 
 	(v)	the Lender has received evidence, in form and substance satisfactory to the Lender, that:	
 
 	(A)	the Closing Account (or such other account as the Lender may agree) has funds in an amount of at least equal to the Consideration (as defined in the Junior Investment Agreement) payable by the Junior Investor under the Junior Investment Agreement;	
 
 	(B)	the Offshore Guarantor or the Borrower has issued an irrevocable payment instruction to transfer, from a bank account held by the Offshore Guarantor or the Borrower to a bank account of Sellers’ Representative or another bank account approved by the Lender, funds in an amount of at least equal to the aggregate amount of the proceeds from the Fullgoal Notes and any other amount for settlement of the Acquisition Purchase Price, in form and substance satisfactory to the Lender; and	
 
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 	(C)	the funds evidenced by the evidence required in paragraphs (A) and above is in an amount that is (when combined with (I) the amount of the Commitment, (II) the funds in the Escrow Account and (III) the funds from other sources disclosed to and acceptable by the Lender as at the date of this Agreement) sufficient to settle in full the Acquisition Purchase Price, and such funds are available, and have been used or will be used, to complete the Acquisition; and	
 
 	(b)	by no later than 10:00 a.m. on the proposed Utilisation Date, the Lender has received (or waived receipt of) the documents required pursuant to paragraph (a) of Clause 19.31 ( Conditions Subsequent ).	
 
 	4.3	Maximum number of Loan	
 
 	(a)	Only one (1) Loan may be outstanding under the Facility.	
 
 	(b)	The Borrower may not request that the Loan be divided.	
SECTION 3
UTILISATION
 
5.	Utilisation	
 
 	5.1	Delivery of the Utilisation Request	
The Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request not later than the date falling one (1) Business Day prior to the proposed Utilisation Date or such shorter time that the Lender may otherwise agree. The Borrower shall utilise the Facility during the Availability Period.
 
 	5.2	Completion of the Utilisation Request	
 
 	(a)	The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:	
 
 	(i)	the proposed Utilisation Date is a Business Day within the Availability Period;	
 
 	(ii)	the currency and amount of the Utilisation comply with Clause 5.3 ( Currency and amount ); and	
 
 	(iii)	it provides that the proceeds of the Utilisation shall be disbursed into the Closing Account (or such other account as the Lender may agree).	
 
 	(b)	Only one (1) Loan may be requested in the Utilisation Request.	
 
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 	5.3	Currency and amount	
 
 	(a)	The currency specified in the Utilisation Request must be US dollar.	
 
 	(b)	The amount of the proposed Loan must be equal to the Commitment or, if less, the Available Commitment.	
 
 	5.4	Lender’s obligations	
If the conditions set out in Clauses 4 ( Conditions of Utilisation ) and 5.1 ( Delivery of the Utilisation Request ) to 5.3 ( Currency and amount ) above have been met, the Lender shall make the Loan available by the Utilisation Date through its Facility Office.
 
 	5.5	Cancellation of Available Commitment	
The Commitment which, at that time, are unutilised shall be immediately cancelled at 5:00 p.m. on the last day of the Availability Period.
SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION
 
6.	Repayment	
 
 	6.1	Repayment of Loan	
The Borrower shall repay the Loan in full on the Final Repayment Date.
 
 	6.2	Reborrowing	
The Borrower may not reborrow any part of the Facility which is repaid.
 
7.	Prepayment and cancellation	
 
 	7.1	Illegality	
If, at any time, it is or will become unlawful in any applicable jurisdiction (i) for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain the Loan or it is or will become unlawful for any Affiliate of the Lender for it to do so or (ii) for the Lender to hold, acquire or dispose of any Pledged Target Shares or Security over any Pledged Target Shares or to enforce the Transaction Security Documents (or it is or will become unlawful for any Affiliate of the Lender for it to do any such thing):
 
 	(a)	the Lender shall promptly notify the Borrower upon becoming aware of that event;	
 
 	(b)	upon the Lender notifying the Borrower, the Commitment of the Lender will be immediately cancelled; and	
 
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 	(c)	the Borrower shall repay the Loan on the Interest Payment Date falling immediately after the Lender notifying the Borrower or, if earlier, on the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).	
 
 	7.2	Mandatory Prepayment – Change of Control	
 
 	(a)	In this Clause:	
a “ Change of Control ” occurs if:
 
 	(i)	the Individual Obligor ceases to (A) legally and beneficially own directly at least seventy-five per cent. (75%) of the issued share capital of the Onshore Parent Guarantor or (B) Control the Onshore Parent Guarantor; or	
 
 	(ii)	the Onshore Parent Guarantor ceases to (A) legally and beneficially own directly and indirectly the entire issued share capital of Tianjin Shuzhi or (B) Control Tianjin Shuzhi; or	
 
 	(iii)	Tianjin Shuzhi ceases to (A) legally and beneficially own directly the entire issued share capital of the Offshore Guarantor or (B) Control the Offshore Guarantor; or	
 
 	(iv)	the Offshore Guarantor ceases to (A) legally and beneficially own directly the entire issued share capital of the Borrower (other than the Golden Share and the Junior Preferred Shares or other preferential shares approved by the Lender) or (B) Control the Borrower; or	
 
 	(v)	following the Acquisition Completion, the Borrower legally and beneficially owns less than 19,452,063 Target Shares.	
“ Control ” means the power to direct the affairs and/or to control the composition of the board of directors or equivalent body of an entity.
 
 	(b)	Upon the occurrence of a Change of Control:	
 
 	(i)	the Borrower shall promptly notify the Lender upon becoming aware of that event;	
 
 	(ii)	the Lender shall not be obliged to fund the Utilisation; and	
 
 	(iii)	if the Lender so require by giving not less than ten (10) days’ notice to the Borrower, cancel the Commitment and declare all outstanding Loan, together with the accrued interest, (if applicable) any Make-Whole Amount and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment will be cancelled and all such outstanding amounts will become immediately due and payable.	
 
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 	7.3	Mandatory Prepayment – Recovery Claim, Equity Issuance, Debt Issuance and Listing	
 
 	(a)	In this Clause 7.3:	
“ Capital Stock ” of any person means any and all shares of, rights to purchase, warrants or options for, or other equivalents of or partnership or other interests in (however designated), equity of such person, including any preference shares and any debt securities convertible into such equity.
“ Listing ” means a listing of all or any part of the share capital of an Obligor or any member of the Group (or any Holding Company of any member of the Group) on any investment exchange or any other sale or issue by way of flotation or public offering or any equivalent circumstances in relation to an Obligor or any member of the Group or any Holding Company of any member of the Group in any jurisdiction or country.
“ Net Proceeds ” means the aggregate cash proceeds, received by any Obligor or any member of the Group of any Recovery Claim, issuance or sale of Capital Stock, issuance of Securities or Listing, in each case after deducting:
 
 	(i)	reasonable fees, costs and expenses incurred by any member of the Group with respect to that Recovery Claim, issuance or sale of Capital Stock, issuance of Securities or Listing to persons who are not an Obligor or a member of the Group; and	
 
 	(ii)	any Tax incurred and required to be paid or reasonably reserved for by the seller or claimant in connection with that Recovery Claim, issuance or sale of Capital Stock, issuance of Securities or Listing.	
“ Recovery Claim ” means any claim by any Obligor or a member of the Group or any of its Affiliates (or any employee, officer or adviser) against any other party to any Acquisition Document.
“ Securities ” of any person means the issue of bonds, notes, debentures, loan stock or any similar debt instrument.
 
 	(b)	Upon the occurrence of any Recovery Claim, issuance or sale of Capital Stock, issuance of Securities or Listing, the Borrower will promptly notify the Lender.	
 
 	(c)	Upon the receipt of the Net Proceeds by an Obligor or any member of the Group (or Holding Company of any member of the Group) of:	
 
 	(i)	an issuance or sale of Capital Stock;	
 
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 	(ii)	a Listing (not resulting in a Change of Control); an issuance of Securities; or	
 
 	(iii)	a Recovery Claim,	
the Borrower shall prepay the Loan (together with accrued interest, (if applicable) any Make-Whole Amount and all other amounts accrued under the Finance Documents), and cancel the relevant Available Commitment, in amounts equal to the amount of such Net Proceeds.
 
 	7.4	Mandatory Prepayment – Target Events	
If at any time the Lender determines (acting reasonably) that:
 
 	(a)	three (3) consecutive Disrupted Days have occurred; or	
 
 	(b)	a Merger Event has occurred (provided that any such event shall be deemed to have occurred on the first public announcement by the Target of such event or a firm intention to cause such event to occur); or	
 
 	(c)	a corporate action, legal proceeding or other procedure or step described in Clause 21.5 ( Insolvency ) or Clause 21.6 ( Insolvency proceedings ) in respect of the Target; or	
 
 	(d)	at any time:	
 
 	(i)	the Target or the Exchange announces that the Target Shares cease or will cease to be listed, traded or publicly quoted on the Exchange for any reason or cease to be transferrable by normal commercial means; or	
 
 	(ii)	the Target Shares cease to be listed, traded or publicly quoted on the Exchange or the trading of such shares has been suspended for ten (10) or more consecutive Scheduled Trading Days,	
the Lender may, by notice to the Borrower, cancel the Commitment in whole and declare all of the Loans, together with accrued interest and all other amounts accrued under the Finance Documents in respect of the Loans (including, without limitation, (if applicable) any Make-Whole Amount) to be due and payable, whereupon the Commitment will be cancelled and all such amounts will become due and payable five (5) Business Days following delivery of notice by the Lender of such prepayment.
 
 	7.5	Mandatory Prepayment – Adjustment Event	
Following the occurrence of the event which the Lender is entitled to require prepayment pursuant to paragraph (c) of Clause 20.3 ( Adjustment Events ), the Lender may, by notice to the Borrower, cancel the Commitment in whole and declare all of the Loans, together with accrued interest and all other amounts accrued under the Finance Documents in
 
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respect of the Loans (including, without limitation, (if applicable) any Make-Whole Amount) to be due and payable, whereupon the Commitment will be cancelled and all such amounts will become due and payable five (5) Business Days following delivery of notice by the Lender of such prepayment.
 
 	7.6	Mandatory Prepayment – Further conditions precedent	
If at any time the Lender determines that the Borrower has failed to satisfy the conditions set forth in paragraph (a)(v) of Clause 4.2 ( Further conditions precedent ):
 
 	(a)	the Lender shall not be obliged to fund the Utilisation;	
 
 	(b)	the Lender may immediately cancel the Commitment and declare all outstanding Loan, together with the accrued interest, (if applicable) any Make-Whole Amount and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment will be cancelled and all such outstanding amounts will become immediately due and payable; and	
 
 	(c)	the Borrower shall prepay the Loan (together with accrued interest, (if applicable) any Make-Whole Amount and all other amounts accrued under the Finance Documents) within one (1) Business Day upon the occurrence of such event by, including but not limited to, (if the proceeds of the Loan have not been paid out of the Closing Account) procuring the Offshore Guarantor to release to the Lender the funds in the Closing Account in an amount equal to the proceeds of the Loan and the Offshore Guarantor hereby agrees to comply with this Clause 7.6.	
 
 	7.7	Voluntary prepayment	
The Borrower may, if it gives the Lender not less than twenty (20) days’ (or such shorter period as the Lender may agree) prior notice, prepay the whole or any part of the Loan.
 
 	7.8	Right of prepayment and cancellation in relation to the Lender	
 
 	(a)	If:	
 
 	(i)	any sum payable to the Lender by an Obligor is required to be increased under paragraph (a) of Clause 11.2 ( Tax gross-up );	
 
 	(ii)	the Lender claims indemnification from the Borrower under Clause 11.3 ( Tax indemnity ) or Clause 12.1 ( Increased costs ); or	
 
 	(iii)	at any time on or after the date which is three (3) months before the earliest FATCA Application Date for any payment by an Obligor to the Lender, the Lender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, an Obligor will be required to make a FATCA Deduction from a payment to the Lender on or after that FATCA Application Date,	
 
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 	the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Deduction continues, give the Lender notice of cancellation of the Commitment and its intention to procure the prepayment of the Loan.	
 
 	(b)	On receipt by the Lender of a notice of cancellation referred to in paragraph (a) above, the Commitment of the Lender shall immediately be reduced to zero.	
 
 	(c)	On the Interest Payment Date which falls immediately after the Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall prepay the Loan.	
 
 	7.9	Restrictions	
 
 	(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.	
 
 	(b)	Any prepayment under this Agreement shall be made together with the accrued interest on the amount unpaid or prepaid and, subject to any Make-Whole Amount, without premium or penalty.	
 
 	(c)	The Borrower may not reborrow any part of the Facility which is prepaid.	
 
 	(d)	The Borrower shall not repay or prepay all or any part of the Loan or reduce any Commitment except at the times and in the manner expressly provided for in this Agreement.	
 
 	(e)	If any Commitment is reduced in accordance with this Agreement, the amount of such reduction may not be subsequently reinstated.	
 
 	(f)	If all or part of the Loan is repaid or prepaid and is not available for redrawing, an amount of the Commitment (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.	
 
 	(g)	In respect of any prepayment of the Loan (in whole or in part) made by the Borrower under Clause 7.1 ( Illegality ) to Clause 7.8 ( Right of prepayment and cancellation in relation to the Lender ) before the Make-Whole End Date, the Borrower shall pay to the Lender the Make-Whole Amount in respect of such prepayment of such Loan.	
 
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SECTION 5
COSTS OF UTILISATION
 
8.	Interest	
 
 	8.1	Calculation of interest	
The rate of interest on the Loan for each Interest Period is nine per cent. (9%) per annum.
 
 	8.2	Payment of interest	
 
 	(a)	The Borrower shall pay accrued interest on the Loan on each Interest Payment Date.	
 
 	(b)	The Borrower shall pay accrued interest on the Loan in the same currency as that Loan.	
 
 	8.3	Default interest	
 
 	(a)	If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date to the date of actual payment (both before and after judgment) at a rate which is five per cent. (5%) higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the Obligor on demand by the Lender.	
 
 	(b)	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.	
 
9.	Interest Periods	
 
 	9.1	Duration of Interest Periods	
 
 	(a)	Subject to paragraphs (b) and (c) below, each Interest Period for the Loan shall be six (6) Months.	
 
 	(b)	Each Interest Period for the Loan shall start on an Interest Payment Date and ending on the next Interest Payment Date, provided that the first Interest Period for the Loan shall commence on the Utilisation Date and end on the first Interest Payment Date.	
 
 	(c)	An Interest Period for the Loan shall not extend beyond the Final Repayment Date.	
 
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 	9.2	Non-Business Days	
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
 
10.	Make-Whole Amount	
 
 	10.1	Make-Whole Amount	
 
 	(a)	Subject to the paragraph (b) below, on the date of any repayment or prepayment (whether pursuant to a voluntary prepayment, mandatory prepayment or acceleration of the Facility (other than any prepayment or acceleration demanded by the Lender as a result of the Specified Default)) of the Loan (in whole or in part) before the Make- Whole End Date, the Borrower shall pay to the Lender the Make-Whole Amount in respect of such repayment or prepayment of such Loan.	
 
 	(b)	On the date of any prepayment or acceleration of the Facility as a result of the occurrence of the Specified Default, the Borrower shall pay to the Lender the Specified Default Make-Whole Amount in respect of such repayment or prepayment of such Loan.	
 
 	(c)	Any payment of the Make-Whole Amount or the Specified Default Make-Whole Amount shall be made in cash and in addition to any interest accrued pursuant to Clause 8 ( Interest ).	
SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS
 
11.	Tax gross-up and indemnities	
 
 	11.1	Tax definitions	
 
 	(a)	In this Clause 11:	
“ FATCA Payment ” means the increase in a payment made by an Obligor to the Lender under Clause 11.8 ( FATCA Deduction and gross-up by Obligors ).
“ Tax Credit ” means a credit against, relief or remission for, or repayment of any Tax.
“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.
“ Tax Payment ” means an increased payment made by an Obligor to the Lender under Clause 11.2 ( Tax gross-up ) or a payment under Clause 11.3 ( Tax indemnity ).
 
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 	(b)	Unless a contrary indication appears, in this Clause 11 a reference to “ determines ” or “ determined ” means a determination made in the absolute discretion of the person making the determination.	
 
 	11.2	Tax gross-up	
 
 	(a)	All payments to be made by an Obligor to the Lender under the Finance Documents shall be made free and clear of and without any Tax Deduction unless such Obligor is required to make a Tax Deduction, in which case the sum payable by such Obligor (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that the Lender receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.	
 
 	(b)	The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrower on becoming so aware in respect of a payment payable to the Lender.	
 
 	(c)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.	
 
 	(d)	Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.	
 
 	11.3	Tax indemnity	
 
 	(a)	Without prejudice to Clause 11.2 ( Tax gross-up ), if the Lender 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 purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the Lender (whether such demand is made before or after the discharge of all amounts outstanding in connection with the Finance Documents), promptly indemnify the Lender for any 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 11.3 shall not apply to:	
 
 	(i)	any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated;	
 
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 	(ii)	any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located; or	
 
 	(iii)	any loss, liability or cost to the extent it is compensated for by a payment under Clause 11.8 ( FATCA Deduction and gross-up by Obligors ).	
 
 	(b)	If the Lender intends to make a claim under paragraph (a), it shall notify the Borrower of the event giving rise to the claim. This provision is intended to survive and remain binding on the Borrower after the discharge of all amounts outstanding in connection with the Finance Documents.	
 
 	11.4	Tax credit	
If an Obligor makes a Tax Payment and the Lender determines that:
 
 	(a)	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; and	
 
 	(b)	the Lender has obtained and utilised that Tax Credit,	
the Lender shall pay an amount to the Obligor which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.
 
 	11.5	Stamp taxes	
 
 	The	Borrower shall:	
 
 	(a)	pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, and	
 
 	(b)	within three (3) Business Days of demand, indemnify each Secured Party against any cost, loss or liability that such Secured Party incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Finance Document.	
 
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 	11.6	Indirect tax	
 
 	(a)	Subject only to paragraph (b) below:	
 
 	(i)	all amounts set out or expressed in a Finance Document to be payable by any Party to the Lender shall be deemed to be exclusive of any Indirect Tax; and	
 
 	(ii)	if any Indirect Tax is chargeable on any supply made by the Lender in connection with a Finance Document, that Party shall pay to the Lender (in additional to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.	
 
 	(b)	Where a Finance Document requires any Party to reimburse the Lender for any costs or expenses, that Party shall also at the same time pay and indemnify the Lender against all Indirect Tax incurred by the Lender in respect of the costs or expenses to the extent that the Lender reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.	
 
 	11.7	FATCA Information	
 
 	(a)	Subject to paragraph (c) below, each Party shall (and the Offshore Guarantor shall procure that each other Obligor will), within ten (10) Business Days of a reasonable request by another Party:	
 
 	(i)	confirm to that other Party whether it is:	
 
 	(A)	a FATCA Exempt Party; or	
 
 	(B)	not a FATCA Exempt Party;	
 
 	(ii)	supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA;	
 
 	(iii)	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.	
 
 	(b)	If a Party or an Obligor 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 or (in the case of an Obligor) the Borrower shall notify that other Party reasonably promptly.	
 
 	(c)	Paragraph (a) above shall not oblige the Lender to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:	
 
 	(i)	any law or regulation;	
 
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 	(ii)	any fiduciary duty; or	
 
 	(iii)	any duty of confidentiality.	
 
 	(d)	If a Party or an Obligor 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 (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party or Obligor 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 or Obligor in question provides the requested confirmation, forms, documentation or other information.	
 
 	11.8	FATCA Deduction and gross-up by Obligors	
 
 	(a)	If an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.	
 
 	(b)	If an Obligor is required to make a FATCA Deduction, the amount of the payment due from that Obligor shall be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.	
 
 	(c)	The Borrower shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrower on becoming so aware in respect of a payment payable to the Lender.	
 
 	(d)	Within thirty (30) days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making that FATCA Deduction or payment shall deliver to the Lender evidence reasonably satisfactory to the Lender that the FATCA Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant governmental or taxation authority.	
 
 	11.9	FATCA Deduction by the Lender	
The Lender may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and the Lender shall not 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. If the Lender becomes aware that it must make a FATCA Deduction in respect of a payment to an Obligor (or that there is any change in the rate or the basis of such FATCA Deduction), it shall notify the Borrower.
 
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 	11.10	 Tax Credit and FATCA	
If the Borrower makes a FATCA Payment and the Lender determines that:
 
 	(a)	a Tax Credit is attributable to an increased payment of which that FATCA Payment forms part, to that FATCA Payment or to a FATCA Deduction in consequence of which that FATCA Payment was required; and	
 
 	(b)	the Lender has obtained, utilised and retained that Tax Credit,	
the Lender shall pay an amount to the Borrower which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the FATCA Payment not been required to be made by the Borrower.
 
12.	Increased costs	
 
 	12.1	Increased costs	
 
 	(a)	Subject to Clause 12.3 ( Exceptions ) the Borrower shall, within three (3) Business Days of a demand by the Lender, pay for the account of the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement. The terms “ law ” and “ regulation ” in this paragraph (a) shall include any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.	
 
 	(b)	In this Agreement “ Increased Costs ” means:	
 
 	(i)	a reduction in the rate of return from the Facility or on the Lender’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 the Lender);	
 
 	(ii)	an additional or increased cost; or	
 
 	(iii)	a reduction of any amount due and payable under any Finance Document,	
which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the undertaking, funding or performance by the Lender of any of its obligations under any Finance Document.
 
 	12.2	Increased cost claims	
 
 	(a)	The Lender intending to make a claim pursuant to Clause 12.1 ( Increased costs ) shall notify the Borrower of the event giving rise to the claim.	
 
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 	(b)	The Lender shall, as soon as practicable after a demand by the Borrower, provide a certificate confirming the amount of its Increased Costs.	
 
 	12.3	Exceptions	
 
 	(a)	Clause 12.1 ( Increased costs ) does not apply to the extent any Increased Cost is:	
 
 	(i)	attributable to a Tax Deduction required by law to be made by an Obligor; compensated for by Clause 11.3 ( Tax indemnity ) (or would have been	
 
 	(ii)	compensated for under Clause 11.3 ( Tax indemnity ) but was not so compensated solely because the exclusion in paragraph (a) of Clause 11.3 ( Tax indemnity ) applied);	
 
 	(iii)	attributable to the wilful breach by the Lender or its Affiliates of any law or regulation; or	
 
 	(iv)	attributable to a FATCA Deduction required to be made by an Obligor or the Lender.	
 
 	(b)	In this Clause 12.3, a reference to a “ Tax Deduction ” has the same meaning given to the term in Clause 11.1 ( Tax definitions ).	
 
13.	Mitigation by the Lender	
 
 	13.1	Mitigation	
 
 	(a)	The Lender shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 ( Illegality ), Clause 11 ( Tax gross-up and indemnities ) or Clause 12 ( Increased costs ), including:	
 
 	(i)	providing such information as the Borrower may reasonably request in order to permit the Borrower 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	
 
 	(ii)	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.	
 
 	(b)	Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.	
 
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 	13.2	Limitation of liability	
 
 	(a)	The Borrower shall promptly indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 13.1 ( Mitigation ).	
 
 	(b)	The Lender is not obliged to take any steps under Clause 13.1 ( Mitigation ) if, in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.	
 
 	13.3	Conduct of business by the Lender	
No provision of this Agreement will:
 
 	(a)	interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;	
 
 	(b)	oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or	
 
 	(c)	oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.	
 
14.	Other indemnities	
 
 	14.1	Currency indemnity	
 
 	(a)	If any sum due from an Obligor 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 in which that Sum is payable (the “ First Currency ” ) into another currency (the “ Second Currency ” ) for the purpose of:	
 
 	(i)	making or filing a claim or proof against that Obligor; or	
 
 	(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,	
the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
 
 	(b)	The Borrower 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.	
 
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 	14.2	Other indemnities	
The Borrower shall, within three (3) Business Days of demand, indemnify the Lender against any cost, loss or liability incurred by that Lender as a result of:
 
 	(a)	the occurrence of any Event of Default;	
 
 	(b)	the information produced or approved by any Obligor being or being alleged to be misleading and/or deceptive in any respect;	
 
 	(c)	any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement;	
 
 	(d)	a failure by an Obligor to pay any amount due under a Finance Document on its due date or in the relevant currency;	
 
 	(e)	funding, or making arrangements to fund, the Loan requested by the Borrower in the 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 gross negligence or wilful misconduct by the Lender alone);	
 
 	(f)	the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower;	
 
 	(g)	the taking, holding, protection or enforcement of the Transaction Security; the exercise of any of the rights, powers, discretions and remedies vested in the Lender by the Finance Documents or by law; or	
 
 	(h)	which otherwise relates to any of the Charged Property or the performance of the terms of the Finance Documents (other than by reason gross negligence or wilful misconduct by the Lender alone).	
 
 	14.3	Indemnity to the Lender	
 
 	(a)	The Borrower shall promptly indemnify the Lender against any cost, loss or liability incurred by the Lender (acting reasonably) as a result of:	
 
 	(i)	investigating any event which it reasonably believes is a Default;	
 
 	(ii)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or	
 
 	(iii)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.	
 
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 	(b)	The Borrower shall (or shall procure that an Obligor will), promptly indemnify the Lender and each officer or employee of the Lender or its Affiliate (each, an “ Indemnified Person ” ), against any cost, loss or liability incurred by that Indemnified Person:	
 
 	(i)	in connection with or arising out of the Finance Documents (including those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Finance Documents), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person as determined in a final and non- appealable judgment by a court with competent jurisdiction; or	
 
 	(ii)	in connection with or as a result of any Obligor’s failure to comply with any legal, regulatory or other compliance requirement applicable to the transactions contemplated under the Finance Documents.	
 
 	(c)	The Borrower shall promptly indemnify the Lender, each Affiliate of the Lender and each officer or employee of the Lender or its Affiliate, against any cost, loss or liability incurred by the Lender or its Affiliate (or officer or employee of the Lender or Affiliate) in connection with or arising out of:	
 
 	(i)	the Acquisition (including any breach by any Obligor or any other member of the Offshore Group of any provision of the Acquisition Documents); or	
 
 	(ii)	the funding of the Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by the gross negligence or wilful misconduct of the Lender or its Affiliate (or officer or employee of the Lender or Affiliate), and	
any Affiliate or any officer or employee of the Lender or its Affiliate may rely on this paragraph (c), subject to Clause 1.4 ( Third Party Rights ) and the provisions of the Third Parties Ordinance as determined in a final and non-appealable judgment by a court with competent jurisdiction.
 
15.	Costs and expenses	
 
 	15.1	Transaction expenses	
The Borrower shall, within three (3) Business Days of demand or, if earlier, on the Utilisation Date, pay the Lender the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with the negotiation, preparation, printing, execution and perfection of:
 
 	(a)	this Agreement and any other documents referred to in this Agreement or in a Transaction Security Document; and	
 
 	(b)	any other Finance Documents executed after the date of this Agreement.	
 
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 	15.2	Amendment costs	
If an Obligor requests an amendment, waiver or consent, the Borrower shall, within three (3) Business Days of demand, reimburse the Lender for the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.
 
 	15.3	Enforcement and preservation costs	
The Borrower shall, within three (3) Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.
SECTION 7
GUARANTEE
 
16.	Guarantee and Indemnity	
 
 	16.1	Guarantee and indemnity	
The Offshore Guarantor irrevocably and unconditionally:
 
 	(a)	guarantees to the Lender punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents;	
 
 	(b)	undertakes with the Lender that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, it shall immediately on demand pay that amount as if it was the principal obligor; and	
 
 	(c)	agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Offshore Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 16 if the amount claimed had been recoverable on the basis of a guarantee.	
 
 	16.2	Continuing guarantee	
This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
 
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 	16.3	Reinstatement	
If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Offshore Guarantor under this Clause 16 will continue or be reinstated as if the discharge, release or arrangement had not occurred.
 
 	16.4	Waiver of defences	
The obligations of the Offshore Guarantor under this Clause 16 will not be affected by an act, omission, matter or thing which, but for this Clause 16, would reduce, release or prejudice any of its obligations under this Clause 16 (without limitation and whether or not known to it or the Lender) including:
 
 	(a)	any time, waiver or consent granted to, or composition with, any Obligor or other person;	
 
 	(b)	the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;	
 
 	(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, the Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;	
 
 	(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower or any other person;	
 
 	(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;	
 
 	(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;	
 
 	(g)	any insolvency or similar proceedings; or	
 
 	(h)	this Agreement or any other Finance Document not being executed by or binding upon any other party.	
 
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 	16.5	Immediate recourse	
The Offshore Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Offshore Guarantor under this Clause 16. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
 
 	16.6	Guarantor Intent	
Without prejudice to the generality of Clause 16.4 ( Waiver of defences ), the Offshore Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents.
 
 	16.7	Appropriations	
Until all amounts which may be or become payable by the Borrower under or in connection with the Finance Documents have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may:
 
 	(a)	refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Offshore Guarantor shall not be entitled to the benefit of the same; and	
 
 	(b)	hold in an interest-bearing suspense account any moneys received from the Offshore Guarantor or on account of the Offshore Guarantor’s liability under this Clause 16.	
 
 	16.8	Deferral of Guarantor’s rights	
Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Lender otherwise directs, the Offshore Guarantor will not exercise or otherwise enjoy the benefit of any right which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 16:
 
 	(a)	to be indemnified by an Obligor;	
 
 	(b)	to claim any contribution from any other guarantor of or provider of security for any Obligor’s obligations under the Finance Documents;	
 
 	(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Lender;	
 
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 	(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Offshore Guarantor has given a guarantee, undertaking or indemnity under Clause 16.1 ( Guarantee and indemnity );	
 
 	(e)	to exercise any right of set-off against any Obligor; and/or	
 
 	(f)	to claim or prove as a creditor of any Obligor in competition with the Lender.	
If the Offshore Guarantor shall receive any benefit, payment or distribution in relation to any such right, it shall hold that benefit, payment or distribution (or so much of it as may be necessary to enable all amounts which may be or become payable to the Lender by the Obligors under or in connection with the Finance Documents to be paid in full) on trust for the Lender, and shall promptly pay or transfer the same to the Lender or as the Lender may direct.
 
 	16.9	Additional security	
This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Lender.
SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
 
17.	Representations	
Each of the Offshore Obligors makes the representations and warranties set out in this Clause 17 to the Lender on the date of this Agreement.
 
 	17.1	Status	
 
 	(a)	It is a corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.	
 
 	(b)	It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.	
 
 	(c)	It is not a FATCA FFI or a US Tax Obligor.	
 
 	17.2	Binding obligations	
 
 	(a)	The obligations expressed to be assumed by it in each Transaction Document to which it is a party are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered in accordance with Clause 4 ( Conditions of Utilisation ), legal, valid, binding and enforceable obligations.	
 
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 	(b)	Without limiting the generality of paragraph (a) above, each Transaction Security Document to which it is a party, subject to the terms of the Intercreditor Deed, creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.	
 
 	17.3	Non-conflict with other obligations	
The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party and the granting of the Transaction Security do not and will not conflict with:
 
 	(a)	any law or regulation applicable to it;	
 
 	(b)	its and each of its Subsidiaries’ constitutional documents;	
 
 	(c)	the Target’s constitutional documents (including the Target Stockholders Agreement); or	
 
 	(d)	any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets or constitute a default or termination event (however described) under any such agreement or instrument.	
 
 	17.4	Power and authority	
 
 	(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents.	
 
 	(b)	No limit on its power will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities (as applicable) by the Finance Documents to which it is a party.	
 
 	17.5	Validity and admissibility in evidence	
Except for the Registration Requirements, all Authorisations required or desirable:
 
 	(a)	to enable it lawfully to enter into, exercise its rights, comply with its obligations in and carry out the transactions contemplated by the Transaction Documents to which it is a party;	
 
 	(b)	to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions; and	
 
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 	(c)	for it and its Subsidiaries to carry on their business, and which are material, have been obtained or effected and are in full force and effect.	
 
 	17.6	Registration requirements	
Except for the Registration Requirements, it is not necessary to file, register or record any Finance Document in any public place or elsewhere.
 
 	17.7	Governing law and enforcement	
 
 	(a)	The choice of Hong Kong, PRC, English or New York law (as the case may be) as the governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.	
 
 	(b)	Any judgment obtained in Hong Kong, the PRC, England or New York in relation to a Finance Document will be recognised and enforced in its Relevant Jurisdictions.	
 
 	17.8	Deduction of Tax	
It is not required under the laws of its Relevant Jurisdictions to make any deduction for or on account of Tax from any payment it may make under any Finance Document.
 
 	17.9	No filing or stamp taxes	
Except for registration fees associated with the Registration Requirements, it is not necessary under the laws of its Relevant Jurisdictions that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.
 
 	17.10	 No default	
 
 	(a)	No Event of Default is continuing or might reasonably be expected to result from the making of the Utilisation.	
 
 	(b)	No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is reasonably likely to have a Material Adverse Effect.	
 
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 	17.11	 No misleading information	
 
 	(a)	Any factual information provided by an Obligor or any member of the Offshore Group was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.	
 
 	(b)	Any financial projections provided to the Lender by the Borrower have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.	
 
 	(c)	Nothing has occurred or been omitted and no information has been given or withheld that results in the information provided by or on behalf of any member of the Offshore Group or the Borrower being untrue or misleading in any material respect.	
 
 	(d)	Any information supplied by any member of the Offshore Group was true, complete and accurate in all material respects as at the date it was given and was not misleading in any respect.	
 
 	17.12	 Financial statements	
 
 	(a)	The financial statements most recently supplied to the Lender (which, at the date of this Agreement, are its Original Financial Statements) were prepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financial statements.	
 
 	(b)	The financial statements most recently supplied to the Lender (which, at the date of this Agreement, are its Original Financial Statements) give a true and fair view of (if audited) or fairly represent (if unaudited) the financial condition and operations of the relevant person for the period to which they relate, save to the extent expressly disclosed in such financial statements.	
 
 	(c)	There has been no material adverse change in the business or financial condition of the Onshore Parent Guarantor, the Offshore Guarantor or the Borrower since 31 December 2016.	
 
 	17.13	 Pari passu ranking	
Its payment obligations under the Finance Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
 
 	17.14	 No proceedings pending or threatened	
No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.
 
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 	17.15	 No Breach of Laws	
No Obligor has breached any law or regulation which would materially and adversely affect its or his ability to perform its or his obligations under the Finance Documents to which it or he is a party or the ability of the Lender to hold, acquire or dispose of any Pledged Target Shares or Security over the Pledged Target Shares or to enforce the Security expressed to be created by the Transaction Security Documents.
 
 	17.16	 Pledged Target Shares	
 
 	(a)	The Pledged Target Shares:	
 
 	(i)	are in the form of certificated shares upon completion of the Acquisition until the date on which such Pledged Target Shares are converted into book-entry form;	
 
 	(ii)	are listed on the Exchange;	
 
 	(iii)	are fully paid and no moneys or liabilities are outstanding or payable in respect of any of them;	
 
 	(iv)	have been duly authorised and validly issued and are freely and fully transferable and not subject to or the subject of any pre-emption rights, “lock up” periods or restrictions on transfer (other than pursuant to the Target Stockholders Agreement); and/or	
 
 	(v)	are not subject to any other legal or contractual restrictions which are likely to result in any material adverse consequences to the Lender or on the ability of the Lender to value, market, realise or enforce Transaction Security over those Pledged Target Shares, subject to applicable laws and the Listing Rules.	
 
 	(b)	Subject to the restrictions set forth in paragraph (a)(iv) above, no:	
 
 	(i)	form of notification is or will be required to be made to any stock exchange, regulatory authority or similar body or to any other person by the Lender, any Obligor, any member of the Offshore Group, the Target or any other person, other than the filing of Schedule 13D by the Borrower and, if applicable, one or more of its Affiliates, within the prescribed time period under the Securities Exchange Act of 1934;	
 
 	(ii)	approval from any stock exchange, regulatory authority or similar body or any other person is or will be required;	
 
 	(iii)	breach by any Obligor, any member of the Offshore Group or any of its Affiliates of the Listing Rules, any other listing rules or any other similar law or regulation has or will occur;	
 
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 	(iv)	clearance to deal under the Listing Rules, any other listing rules or any other similar law or regulation is or will be required to be made by any Obligor, any member of the Offshore Group or any of its Affiliates; or	
 
 	(v)	mandatory offer or bid is or will be required to be made by the Lender or any transferee or purchaser of Pledged Target Shares,	
as a result of:
 
 	(A)	the Pledged Target Shares being subject to the Transaction Security Documents;	
 
 	(B)	the enforcement of any Transaction Security Document; or	
 
 	(C)	any appropriation or transfer of all or any part of those Pledged Target Shares by or to the Lender or any other person, provided that in the case of paragraphs (b)(i) and (b)(ii) above, the Lender or such other person does not hold any such Pledged Target Shares and in the case of paragraph (b)(v) above, the Lender or such other person does not hold any other Target Shares nor will be seen as acting in concert with any other person for the purpose of the Listing Rules.	
 
 	(c)	Other than its articles of association and the Target Stockholders Agreement, there are no documents or arrangements in force governing the relationship between the stockholders of the Target, the management of the Target or the issue or ownership of shares in the Target.	
 
 	17.17	 Material Non-Public Information	
As of the date of this Agreement:
 
 	(a)	no Obligor is in possession of any Material Non-Public Information relating to the Target or the Target Shares which would (i) restrict its or his ability to deal in the Target Shares or grant Security over the Pledged Target Shares to the Lender or (ii) affect its or his ability to enter into or perform its or his obligations under the Finance Documents to which it or he is a party; and	
 
 	(b)	no Obligor is entering into the Finance Documents to which it or he is a party (or has been influenced in making such decision) on the basis of any Material Non-Public Information.	
 
 	17.18	 Authorised Signatures	
Any person specified as its authorised signatory under Schedule 1 ( Conditions Precedent ) or paragraph (m) of Clause 18.3 ( Information: miscellaneous ) is authorised to sign Utilisation Requests (in the case of the Borrower only) and other notices on its behalf.
 
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 	17.19	 Transaction Security	
 
 	(a)	Subject to the Intercreditor Deed, the Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security.	
 
 	(b)	The constitutional documents of the Target (including the Target Stockholders Agreement and any insider trading policy and other internal policies) do not and would not restrict or inhibit in any manner any transfer of any Target Shares which are expressed to be (or are required by this Agreement to be or become) subject to the Transaction Security.	
 
 	(c)	Each Obligor has all the necessary power, authority and legal rights to enter into the Transaction Security Documents to which it is a party and to create the Security and perform its obligations in accordance with the terms thereof and none of its above acts violates any laws or obligations binding upon it, including, without limitation, the provisions of the Listing Rules or any other rules and regulations which such Obligor may be required to comply with from time to time.	
 
 	17.20	 Good Title to Assets	
 
 	(a)	It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.	
 
 	(b)	The Borrower has no material assets other than the Acquired Target Shares and the assets disclosed to the Lender (in such capacity) in writing prior to the date of this Agreement.	
 
 	(c)	It has good title to the assets subject to the Security created by it pursuant to any Transaction Security Document to which it is a party, free from all Security except the Security created pursuant to, or permitted by, the Finance Documents.	
 
 	(d)	It is the sole legal and beneficial owner of the respective assets over which it purports to grant Security.	
 
 	(e)	It has not sold, transferred, lent, assigned, parted with its interest in or disposed of, granted any option in respect of or otherwise dealt with any of its rights, title and interest in and to the Charged Property, or agreed to do any of the foregoing (other than pursuant to the Finance Documents to which it is a party).	
 
 	17.21	 Holding Company	
None of the Offshore Obligors has any material assets or liabilities and has not:
 
 	(a)	traded or carried on any business;	
 
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 	(b)	extended any Financial Indebtedness, provided any guarantee or incurred any liability or obligation (actual or contingent, present or future); or	
 
 	(c)	entered into any contract,	
in each case, other than:
 
 	(i)	in respect to the Borrower, in connection with the allotment and issue of the Junior Preferred Shares;	
 
 	(ii)	in respect of the Offshore Guarantor and Joyful Wellness, in connection with the Fullgoal Notes (including any guarantee or security granted by any Offshore Obligor in respect of the Fullgoal Notes);	
 
 	(iii)	in respect of the Offshore Guarantor and Joyful Wellness, in connection with Joyful Intercompany Advances;	
 
 	(iv)	in connection with the Acquisition;	
 
 	(v)	in connection with ownership of the shares of its Subsidiaries;	
 
 	(vi)	in respect of the Borrower, in connection with ownership of the Acquired Target Shares;	
 
 	(vii)	entering into, acquiring rights and interests and incurring liabilities and obligations under the Finance Documents to which it is a party;	
 
 	(viii)	holding cash, securities or bank accounts as permitted under the Finance Documents;	
 
 	(ix)	any professional and administration costs in the ordinary course of business as an investment or holding company;	
 
 	(x)	general administration activities including those relating to overhead costs and paying filing fees and other ordinary course expenses (such as audit fees and Taxes) to fulfil any periodic reporting requirements;	
 
 	(xi)	employing the services of a registered office provider and/or registered agent to provide customary services, and paying (and incurring liability to pay) the customary and reasonable fees of such provider;	
 
 	(xii)	paying fees to maintain corporate existence and good standing;	
 
 	(xiii)	any contract of employment with any of its directors or officers or otherwise, to the extent necessary to maintain its corporate existence; and	
 
 	(xiv)	in order to effect any purposes described in Clause 3.1 ( Purpose ).	
 
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 	17.22	 Legal and beneficial ownership	
As at the date of this Agreement, the sellers’ names in the SPA and represented by the Sellers’ Representative as set out in the draft SPA delivered pursuant to the Clause 4.1 ( Initial conditions precedent ) is the sole legal and beneficial owner of the Acquired Target Shares.
 
 	17.23	 Financial Indebtedness and Security	
 
 	(a)	No Offshore Obligor has any Financial Indebtedness other than as permitted under the terms of this Agreement.	
 
 	(b)	No Offshore Obligor has any of its property or assets subject to any Security other than as permitted under the terms of this Agreement.	
 
 	(c)	No Security or Quasi-Security exists over all or any of the Charged Property other than as permitted by the Finance Documents.	
 
 	17.24	 Junior Investment Documents	
 
 	(a)	The Junior Investment Documents contain all the terms of the Junior Preferred Shares.	
 
 	(b)	There is no disclosure made to the Junior Investment Documents which has or may have a material adverse effect on any of the information, opinions, intentions, forecasts and projections contained or referred to in the information supplied by any Obligor or any other member of the Group.	
 
 	(c)	No representation or warranty given by any party to the Junior Investment Documents is untrue or misleading in any material respect.	
 
 	(d)	No default under any Junior Investment Document is continuing or would be reasonably likely to result from the making of the Utilisation or the entry into, the performance of, or any transaction contemplated by any Finance Document.	
 
 	17.25	 Fullgoal Notes Documents	
 
 	(a)	The Fullgoal Notes Documents contain all the terms of the Fullgoal Notes.	
 
 	(b)	There is no disclosure made to the Fullgoal Notes Documents which has or may have a material adverse effect on any of the information, opinions, intentions, forecasts and projections contained or referred to in the information supplied by any Obligor or any other member of the Offshore Group.	
 
 	(c)	No representation or warranty given by any party to the Fullgoal Notes Documents is untrue or misleading in any material respect.	
 
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 	(d)	No default under any Fullgoal Notes Document is continuing or would be reasonably likely to result from the making of the Utilisation or the entry into, the performance of, or any transaction contemplated by any Finance Document.	
 
 	17.26	 Acquisition Documents	
 
 	(a)	The Acquisition Documents contain all the terms of the Acquisition.	
 
 	(b)	There is no disclosure made to the Acquisition Documents which has or may have a material adverse effect on any of the information, opinions, intentions, forecasts and projections contained or referred to in the information supplied by any Obligor or any other member of the Offshore Group.	
 
 	(c)	No representation or warranty given by any party to the Acquisition Documents is untrue or misleading in any material respect.	
 
 	(d)	No default under any Acquisition Document is continuing or would be reasonably likely to result from the making of the Utilisation or the entry into, the performance of, or any transaction contemplated by any Finance Document.	
 
 	17.27	 Sanctions	
None of the Offshore Obligors, any other member of the Offshore Group or any of its respective directors, officers or employees, or (to the best of the knowledge of the relevant Offshore Obligor) any agent or other person acting on behalf of such Offshore Obligor or such member of the Offshore Group:
 
 	(a)	is a Sanctioned Person;	
 
 	(b)	is currently subject to any Sanctions; or	
 
 	(c)	has received notice or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.	
 
 	17.28	 Money Laundering Laws	
 
 	(a)	The operations of each Offshore Obligor and the Offshore Group are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements, anti-bribery and corruption statutes, and money laundering statutes in all jurisdictions in which it conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, “ Money Laundering Laws ” ) .	
 
 	(b)	No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Offshore Obligor or any member of the Offshore Group with respect to Money Laundering Laws is pending and, to the best of its knowledge, no such actions, suits or proceedings are threatened or contemplated.	
 
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 	17.29	 Group Structure	
 
 	(a)	The Individual Obligor legally and beneficially owns directly at least seventy-five per cent. (75%) of the issued share capital of the Onshore Parent Guarantor.	
 
 	(b)	The Onshore Parent Guarantor legally and beneficially owns directly and indirectly the entire issued share capital of Tianjin Shuzhi.	
 
 	(c)	Tianjin Shuzhi legally and beneficially owns directly the entire issued share capital of the Offshore Guarantor.	
 
 	(d)	The Offshore Guarantor legally and beneficially owns directly the entire issued share capital of the Borrower (other than the Golden Share and the Junior Preferred Shares or other preferential shares approved by the Lender).	
 
 	17.30	 No Subsidiary	
 
 	(a)	The Offshore Guarantor has no Subsidiary other than the Borrower and Joyful Wellness.	
 
 	(b)	The Borrower has no Subsidiary.	
 
 	17.31	 Centre of main interests and establishments	
For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “ Insolvency Regulation ”), the Borrower’s centre of main interest (as that term is used in Article 3(1) of the Insolvency Regulation) is situated in its jurisdiction of incorporation or establishment and it has no “establishment” (as that term is used in Article 2(h) of the Insolvency Regulation) in any other jurisdiction.
 
 	17.32	 Repetition	
The Repeating Representations are deemed to be made by each Offshore Obligor by reference to the facts and circumstances then existing on the date of the Utilisation Request and each Interest Payment Date.
 
18.	Information undertakings	
The undertakings in this Clause 18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
 
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 	18.1	Financial statements	
The Borrower shall supply to the Lender:
 
 	(a)	as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of each financial year:	
 
 	(i)	the consolidated financial statements for that financial year of the Onshore Parent Guarantor;	
 
 	(ii)	the financial statements for that financial year of (A) the Borrower and (B) the Offshore Guarantor.	
 
 	(b)	as soon as the same become available, but in any event within sixty (60) days after the end of each half of each financial year:	
 
 	(i)	the consolidated financial statements for that financial half year of Onshore Parent Guarantor; and	
 
 	(ii)	the financial statements or management accounts for that financial half year of (A) the Borrower and (B) the Offshore Guarantor.	
 
 	18.2	Requirements as to financial statements	
 
 	(a)	Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 ( Financial statements ) shall be certified by a director of each of the Onshore Parent Guarantor, the Offshore Guarantor, and the Borrower, in each case, as giving a true and fair view of (in the case of any such financial statements which are audited) or fairly representing (in the case of any such financial statements which are unaudited) the financial condition of such Obligor as at the date as at which those financial statements were drawn up.	
 
 	(b)	The Borrower shall procure that each set of financial statements of a person delivered pursuant to Clause 18.1 ( Financial statements ) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that person unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of that person) deliver to the Lender:	
 
 	(i)	a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and	
 
 	(ii)	sufficient information, in form and substance as may be reasonably required by the Lender, to enable the Lender to make an accurate comparison between the financial position indicated in those financial statements and that person’s Original Financial Statements.	
Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
 
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 	18.3	Information: miscellaneous	
The Borrower shall supply to the Lender:
 
 	(a)	all documents dispatched by the any Obligor or the Target to its shareholders (or any class of them) generally at the same time as they are despatched;	
 
 	(b)	promptly, any announcement, notice or other document relating specifically to the Target posted onto any electronic website maintained by any stock exchange on which the Target Shares or other securities of the Target are listed or any electronic website required by any such stock exchange to be maintained by or on behalf of the Target;	
 
 	(c)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor or any member of the Group, and which might, if adversely determined, have a Material Adverse Effect;	
 
 	(d)	promptly within a reasonable period of time but in any event not later than three (3) Business Days upon becoming aware of them, the details of:	
 
 	(i)	any breach or alleged breach (notified in writing by any authority or regulator) by any Obligor of any law, regulation, or the Listing Rules applicable to the Target Shares;	
 
 	(ii)	any requirement that the Lender, any Obligor, the Target or any other person must make a notification to any stock exchange, regulatory authority or similar body or any other person, in each case, in connection with the Pledged Target Shares; and	
 
 	(iii)	any clearance to deal with the Pledged Target Shares being required under the Listing Rules or any other similar law or regulation by any Obligor,	
in each case as a result of (A) the Target Shares being subject to the Transaction Security Documents, (B) the enforcement of any Transaction Security Document, or (C) any appropriation or transfer of all or any part of the Pledged Target Shares to the Lender or any other person;
 
 	(e)	promptly, such information as the Lender may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents;	
 
 	(f)	promptly following any progress of satisfaction and/or waiver of the conditions precedent to Completion (as defined in the Junior Investment Agreement) under the Junior Investment Agreement, an update in writing in respect of the same in reasonable detail as requested by the Lender;	
 
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 	(g)	promptly following any progress of satisfaction and/or waiver of the conditions precedent to the Acquisition Completion under the Acquisition Documents, an update in writing in respect of the same in reasonable detail as requested by the Lender;	
 
 	(h)	promptly, a copy of any document relating to any of the matters referred to in paragraph 19.14(b) of Clause 19.14 ( Junior Investment Documents );	
 
 	(i)	promptly, a copy of any document relating to any of the matters referred to in paragraph (c) of Clause 19.15 ( Acquisition Documents );	
 
 	(j)	promptly, any notice that any member of the Offshore Group has received under and in relation to (i) the Junior Preferred Shares and the Junior Investment Documents, (ii) the Fullgoal Notes and (iii) the Joyful Intercompany Advances;	
 
 	(k)	promptly upon becoming aware of the same, details of the date of Closing Date, and if so requested by the Lender, evidence of the Acquisition Completion;	
 
 	(l)	promptly, such further information regarding the financial condition, business and operations of any Obligor or any member of the Group as the Lender may reasonably request; and	
 
 	(m)	promptly, notice of any change in authorised signatories of the Borrower signed by a director or company secretary of the Borrower accompanied by specimen signatures of any new authorised signatories.	
 
 	18.4	Notification of default	
 
 	(a)	The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless the Borrower is aware that a notification has already been provided by another Obligor).	
 
 	(b)	Promptly upon a request by the Lender, the Borrower shall supply to the Lender a certificate signed by a director on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).	
 
 	18.5	Provision of Material Non-Public Information	
 
 	(a)	The Obligors shall not provide the Lender with any Material Non-Public Information in any document or notice required to be delivered pursuant to any Finance Document or communication in connection with any Finance Document (each a “ Communication ”) without (i) first notifying the Lender in writing that the Communication that that Obligor is about to deliver contains Material Non-Public Information, and (ii) the Lender giving written confirmation that it wishes to receive such information and instructing that Obligor to whom such information shall be delivered.	
 
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 	(b)	If the Lender has refused to receive such Material Non-Public Information, the Obligors shall only deliver the Communication to the extent that it does not contain Material Non-Public Information, in which event the Obligors shall not be deemed to have breached paragraph (a) above.	
 
 	(c)	The Obligors irrevocably authorise and consent to the Lender (together with any person acting on the Lender’s behalf) disclosing to any person any Material Non- Public Information that the Lender considers necessary or desirable for the purposes of or in connection with any, or any potential, realisation or enforcement of any Security expressed to be created by any Transaction Security Document provided that any such other person is notified of the information being Material Non-Public Information.	
 
 	18.6	“ Know your customer ” checks	
The Borrower shall (and shall procure that each other Obligor will) promptly upon the request of the Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Lender (for itself or on behalf of any prospective New Lender) in order for the Lender or any prospective New Lender to conduct any “know your customer” or other similar procedures under applicable laws and regulations.
 
19.	General undertakings	
The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force. Where an undertaking is expressed to apply to any other member of the Group or any other person, the Borrower shall ensure that such member of the Group or person perform that undertaking.
 
 	19.1	Authorisations	
 
 	(a)	Each Offshore Obligor shall promptly:	
 
 	(i)	obtain, comply with and do all that is necessary to maintain in full force and effect; and	
 
 	(ii)	supply certified copies to the Lender of,	
any Authorisation required to enable it to perform its obligations under the Transaction Documents to which it is a party (including, in respect of the Security Agreement (US), any consent or approval that is required pursuant to the terms of the Target Stockholders Agreement) and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document to which it is a party.
 
 	(b)	The Borrower shall (and each Offshore Obligor shall ensure that each other Obligor will) promptly make the registrations and comply with the Registration Requirements (other than the requirement under paragraph (c) of the definition of “ Registration Requirements ”).	
 
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 	19.2	Compliance with laws	
Each Offshore Obligor shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Transaction Documents.
 
 	19.3	Pari passu ranking	
Each Offshore Obligor shall ensure that its payment obligations under the Finance Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
 
 	19.4	Negative pledge	
 
 	(a)	No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) create or permit to subsist any Security over any of its assets including, for the avoidance doubt and subject to paragraph (c) below, any Charged Property.	
 
 	(b)	No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will):	
 
 	(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Offshore Obligor or any other member of the Offshore Group;	
 
 	(ii)	sell, transfer or otherwise dispose of any of its receivables on recourse terms;	
 
 	(iii)	enter into or permit to subsist any title retention arrangement;	
 
 	(iv)	enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or	
 
 	(v)	enter into or permit to subsist any other preferential arrangement having a similar effect,	
in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
 
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 	(c)	Paragraphs (a) and (b) above do not apply to:	
 
 	(i)	any transaction contemplated by the Junior Investment Documents to the extent it constitutes Security or Quasi-Security (including any Junior Investment Security in accordance with the terms of the Intercreditor Deed);	
 
 	(ii)	any Security or Quasi-Security created pursuant to any Finance Document;	
 
 	(iii)	the Security or Quasi-Security created over the shares of (A) the Borrower or (A) Joyful Wellness, in each case, to secure the Fullgoal Notes;	
 
 	(iv)	any Security or Quasi-Security created with the consent of the Lender;	
 
 	(v)	any netting or set-off arrangement entered into by the Borrower or any other member of the Offshore Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; or	
 
 	(vi)	any lien arising by operation of law and in the ordinary course of trading provided that the debt which is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned.	
 
 	19.5	Disposals	
No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.
 
 	19.6	Restricted Payments	
 
 	(a)	Subject to paragraph (b) below, no Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will):	
 
 	(i)	declare, make or pay any dividend or other distribution in respect of any of its shares;	
 
 	(ii)	alter any rights attaching to its issued shares as at the date of this Agreement in a manner which might reasonably be expected to adversely affect the interests of the Lender;	
 
 	(iii)	redeem, repurchase, defease, retire or repay or redeem any of its share capital or resolve to do so; or	
 
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 	(iv)	pay interest, commission or fees on, or repay, prepay, redeem, defease or otherwise discharge any loan provided by the Onshore Parent Guarantor or an Affiliate of the Onshore Parent Guarantor;	
 
 	(v)	without limiting paragraphs (i) to (iv) above, pay any intercompany payables in connection with the Joyful Intercompany Advances.	
 
 	(b)	No Offshore Obligor shall (and each Offshore Obligor shall ensure no other member of the Offshore Group will) make any distribution on, or redeem or otherwise discharge any Junior Liabilities other than payment of the Preferred Fixed Dividend (as defined in the Junior Investment Agreement) under the Junior Investment Documents provided to the Lender pursuant to Schedule 1 ( Conditions Precedent ), provided that such payment shall not exceed US$11,500,000 per annum or such other amount as the Lender may agree (“ Junior Permitted Paymen t”).	
 
 	(c)	No Offshore Obligor shall (and each Offshore Obligor shall ensure no other member of the Offshore Group will) pay any amount to, or repay, prepay, redeem, defease or otherwise discharge any liabilities owed to Fullgoal SPC (for and on behalf of Fullgoal SP) other than any payment made by Joyful Wellness to Fullgoal SPC (for and on behalf of Fullgoal SP) pursuant to the terms of the Fullgoal Notes.	
 
 	19.7	Acquisition	
 
 	(a)	No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) acquire any company, business, assets or undertaking or make any investment.	
 
 	(b)	Paragraph (a) above does not apply to:	
 
 	(i)	the Acquisition; and	
 
 	(ii)	any acquisition or investment, or incorporation of a company, which is made with the consent of the Lender,	
provided that such acquisition or investment or incorporation of a company does not result in a breach of any Authorisation obtained by any Obligor (or any other member of the Offshore Group) or any other provision of this Agreement.
 
 	19.8	Loans and guarantees	
 
 	(a)	Subject to paragraph (b) below, no Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) make or allow to subsist any loans, grant any credit or give or allow to remain outstanding any guarantee or indemnity (except as required under any of the Transaction Documents) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person.	
 
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 	(b)	Paragraph (a) does not apply to:	
 
 	(i)	in respect of the Offshore Guarantor, the guarantee provided by the Offshore Guarantor to Fullgoal SPC (for and on behalf of Fullgoal SP) in respect of the Fullgoal Notes; and	
 
 	(ii)	in respect of Joyful Wellness, the Joyful Intercompany Advances provided by Joyful Wellness to the Borrower.	
 
 	19.9	Financial Indebtedness	
 
 	(a)	No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) incur or permit to remain outstanding any Financial Indebtedness.	
 
 	(b)	Paragraph (a) above does not apply to any Financial Indebtedness:	
 
 	(i)	incurred pursuant to any Finance Document;	
 
 	(ii)	in respect of the Offshore Guarantor:	
 
 	(A)	the Joyful Intercompany Advances; and	
 
 	(B)	existing as at the date of this Agreement, the aggregate outstanding principal amount does not at any time exceed US$30,000,000;	
 
 	(iii)	in respect of the Borrower, incurred pursuant to any Junior Investment Document;	
 
 	(iv)	in respect of Joyful Wellness, the Fullgoal Notes; and	
 
 	(v)	incurred with the consent of the Lender.	
 
 	19.10	 Preservation of assets	
Each Offshore Obligor shall (and each Offshore Obligor shall ensure that each other member of the Offshore Group will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of its business.
 
 	19.11	 Merger	
No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) enter into any amalgamation, demerger, merger or corporate reconstruction.
 
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 	19.12	 Change of business	
Each Offshore Obligor shall procure that no substantial change is made to the general nature of the business of the Offshore Group from that carried on at the date of this Agreement.
 
 	19.13	 Arm’s length basis	
No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) enter into any transaction with any person except on arm’s length basis and for full market value.
 
 	19.14	 Junior Investment Documents	
 
 	(a)	The Borrower and, if applicable, any other Obligor or any other member of the Offshore Group shall, subject to the terms of the Intercreditor Deed, promptly pay all amounts payable under the Junior Investment Documents as and when they become due.	
 
 	(b)	After the Utilisation Date, the Borrower and, if applicable, each other Obligor and each other member of the Offshore Group shall not:	
 
 	(i)	amend, vary, supplement, supersede or waive any term of a Junior Investment Document;	
 
 	(ii)	assign, transfer, novate or otherwise dispose of any or all of its rights and/or obligations under a Junior Investment Document; or	
 
 	(iii)	terminate, revoke, unwind or allow to expire any term of a Junior Investment Document,	
in each case, except in writing, and in a manner in compliance with the Intercreditor Deed.
 
 	19.15	 Acquisition Documents	
 
 	(a)	Each Offshore Obligor shall (and shall ensure that each other member of the Offshore Group shall) promptly pay all amounts payable to the seller(s) under the Acquisition Documents as and when they become due (except to the extent that any such amounts are being contested in good faith by the Borrower and, if applicable, the Onshore Parent Guarantor and where adequate reserves are set aside for any such payment).	
 
 	(b)	Each Offshore Obligor shall (and shall ensure that each other member of the Offshore Group shall) take all reasonable and practical steps to preserve and enforce its rights and pursue any claims and remedies arising under any Acquisition Documents.	
 
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 	(c)	No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group shall):	
 
 	(i)	amend, vary, supplement, supersede or waive any term of an Acquisition Document;	
 
 	(ii)	assign, transfer, novate or otherwise dispose of any or all of its rights and/or obligations under an Acquisition Document; or	
 
 	(iii)	terminate, revoke, unwind or allow to expire any term of an Acquisition Document,	
in each case, except in writing, and:
 
 	(A)	on or before the Acquisition Completion, with the prior consent of the Lender; or	
 
 	(B)	after the Acquisition Completion, in a way which would not reasonably be expected to materially and adversely affect the interest of the Lender.	
 
 	19.16	 Pledged Target Shares – General	
Each of the Borrower and the Offshore Guarantor shall ensure that:
 
 	(a)	the Borrower shall at all times be the sole legal and beneficial owner of the assets subject to the Security intended to be created by it pursuant to any Transaction Security Documents;	
 
 	(b)	subject to the Target Stockholders Agreement, the Pledged Target Shares are freely and fully transferable and not subject to or the subject of any pre-emption rights, “lock-up” periods or restrictions on transfers or creation of security interest;	
 
 	(c)	the Pledged Target Shares are fully paid and no moneys or liabilities are outstanding or payable in respect of any of them;	
 
 	(d)	all calls, subscription moneys and other moneys payable on or in respect of any of the Pledged Target Shares are promptly paid and the Lender and its nominees are indemnified against any cost, liabilities or expenses which it or they may suffer or incur as a result of any failure by the Obligors to pay the same;	
 
 	(e)	all necessary disclosures in respect of the holding of any interests in the Pledged Target Shares are made in accordance with any applicable law and/or regulation;	
 
 	(f)	all the Pledged Target Shares held by the Borrower, if converted from certificated shares into book-entry form, shall remain at all times in book-entry form;	
 
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 	(g)	the Borrower shall at all times comply with the terms of the Target Stockholders Agreement, unless any failure to so comply could not reasonably be expected to be materially prejudicial to the Lender’s rights and interests under the Finance Documents, provided that, any failure to so comply that affects the validity or enforceability of, or the ranking of, any Security granted or purported to be granted pursuant to the Security Agreement (US), shall be deemed materially prejudicial to the rights or interests of the Lender; and	
 
 	(h)	following delivery of the Target Stockholders Agreement and the other constitutional documents of the Target pursuant to Schedule 1 ( Conditions Precedent ), no documents or arrangements governing the relationship between the shareholders of the Target, the management of the Target or the issue or ownership of shares in the Target will be entered by any Obligor or any other member of the Offshore Group and the other shareholders of the Target, in each case that could reasonably be expected to have a Material Adverse Effect, or otherwise materially prejudice the Lender’s rights and interests under the Finance Documents or any Obligor’s ability to perform its obligations under any of the Finance Documents.	
 
 	19.17	 Pledged Target Shares – Dividends	
In respect of the Pledged Target Shares, each of the Borrower and the Offshore Guarantor shall:
 
 	(a)	ensure that, to the extent that the Borrower may elect to do so, receives any dividend or distribution in respect of the Pledged Target Shares in cash denominated in US dollars (the “ Cash Dividend ”);	
 
 	(b)	promptly upon becoming aware of the same notify the Security Agent of the declaration of any dividend and the amount and date of payment of such dividend;	
 
 	(c)	ensure that any dividend and any other amounts or assets received by the Borrower in respect of the Pledged Target Shares:	
 
 	(i)	if in the form of Cash Dividend, are immediately paid directly into the Designated Securities Account or another account designated by the Security Agent which is subject to the Transaction Security created under Transaction Security Document(s) in form and substance satisfactory to the Security Agent (in accordance with the terms of the Intercreditor Deed); and	
 
 	(ii)	if in any other form, are delivered promptly to the Security Agent and made subject to the Transaction Security created under the Security Agreement (US) or other Transaction Security Document(s) in form and substance satisfactory to the Security Agent (in accordance with the terms of the Intercreditor Deed); and	
 
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 	(d)	each of the Borrower and the Offshore Guarantor shall promptly notify the Lender and the Security Agent of such receipt.	
 
 	19.18	 Designated Securities Account	
 
 	(a)	The Borrower shall deposit monies and securities into the Designated Securities Account in accordance with Clause 19.17 ( Pledged Target Shares – Dividends ) and Clause 19.31 ( Conditions Subsequent ).	
 
 	(b)	The Borrower may not withdraw any of the Pledged Target Shares or any amount from the Designated Securities Account unless with the prior consent of the Security Agent (subject to the terms of the Intercreditor Deed).	
 
 	(c)	Subject to the terms of the Intercreditor Deed, the Security Agent may, and the Borrower hereby irrevocably authorises the Lender to, at any time after an Event of Default has occurred and is continuing, instruct the Security Agent to, withdraw (or direct the withdrawal of) amounts from the Designated Securities Account for application towards payment of any amount under the Finance Documents which is due and payable but unpaid.	
 
 	(d)	In connection with any withdrawal to be made by the Borrower from the Designated Securities Account that is permitted under this Clause 19.18, the Borrower hereby irrevocably authorises the Lender to instruct the Security Agent to execute and deliver notices and other documents to the custodian of the Designated Securities Account to facilitate such withdrawal as reasonably requested by the Borrower.	
 
 	19.19	 Constitutional Documents	
 
 	(a)	Save for effecting the transactions contemplated by the Junior Investment Agreement, none of the Offshore Obligors shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) make any amendment to its constitutional documents in any manner which may materially prejudice the interests of the Lender.	
 
 	(b)	Save for effecting the transactions contemplated by the Junior Investment Agreement and without prejudice to Clause 19.15 ( Acquisition Documents ), the Borrower shall not expressly consent to any amendment to the constitutional documents of the Target (including the Target Stockholders Agreement), if such amendment may materially prejudice the interests of the Lender, provided that, any amendment to the constitutional documents of the Target (including the Target Stockholders Agreement) that affects the validity or enforceability of, or the ranking of, any Security granted or purported to be granted pursuant to the Security Agreement (US), shall be deemed materially prejudicial to the rights or interests of the Lender.	
 
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 	19.20	 No other Business	
No Offshore Obligor shall trade, carry on any business, own any asset or incur any liability except to the extent contemplated by Clause 17.21 ( Holding Company ) and other normal holding company activities, without the Lender’s prior written consent.
 
 	19.21	 Environmental compliance	
Each Offshore Obligor shall (and each Offshore Obligor shall ensure that each member of the Offshore Group will) comply in all material respects with all Environmental Law, obtain and maintain any Environmental Permits and take all reasonable steps in anticipation of known or expected future changes to or obligations under Environmental Law or any Environmental Permits.
 
 	19.22	 Environmental Claims	
Each Offshore Obligor shall inform the Lender in writing as soon as reasonably practicable upon becoming aware of:
 
 	(a)	any Environmental Claim which has been commenced or (to the best of such Offshore Obligor’s knowledge and belief) is threatened against it or any member of the Offshore Group, or	
 
 	(b)	any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against it or any member of the Offshore Group,	
in each case where such Environmental Claim might reasonably be expected, if determined against the Borrower or member of the Offshore Group, to have a Material Adverse Effect.
 
 	19.23	 Insurance	
 
 	(a)	Each Offshore Obligor shall (and each Offshore Obligor shall ensure that each other member of the Offshore Group will) maintain insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.	
 
 	(b)	All insurances must be with reputable independent insurance companies or underwriters.	
 
 	19.24	 Anti-corruption law	
 
 	(a)	No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010 of the United Kingdom, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.	
 
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 	(b)	Each Offshore Obligor shall (and each Offshore Obligor shall ensure that each other member of the Offshore Group will):	
 
 	(i)	conduct its businesses in compliance with applicable anti-corruption laws; and	
 
 	(ii)	maintain policies and procedures designed to promote and achieve compliance with such laws.	
 
 	19.25	 Anti-Money Laundering Laws, Anti-Terrorism Laws and Sanctions	
 
 	(a)	Each Offshore Obligor shall (and each Offshore Obligor shall ensure that each other member of the Offshore Group will) comply with all applicable Money Laundering Laws and Anti-Terrorism Laws and all applicable laws in respect of Sanctions and effect and enforce policies and procedures to promote and ensure compliance therewith by it and by persons associated with it, including (without limitation) its directors, officers, employees and agents.	
 
 	(b)	Each Offshore Obligor shall ensure that no Relevant Person may, directly or indirectly:	
 
 	(i)	use, lend, make payments of, contribute or otherwise make available all or part of the proceeds of the Facility or other transaction(s) contemplated by the Finance Documents to any member of the Offshore Group, joint venture partner or other person or entity, for the purpose of financing or facilitating the activities, business or transactions of, or otherwise to fund any trade, business or other activities involving or for the benefit of, any Sanctioned Person or that are carried out in any Sanctioned Country or that are otherwise conducted in any way that would reasonably be expected to result in any Obligor or any Lender being in a violation of any Sanctions (if and to the extent applicable to either of them) or becoming a Sanctioned Person; or	
 
 	(ii)	use or permit to be used any revenue or benefit derived from any activity or dealing with any Sanctioned Person in discharging any of the obligations under any Finance Document.	
 
 	19.26	 Use of Proceeds	
 
 	(a)	The Borrower shall deposit the proceeds of the Loan into the Closing Account (or such other account as the Lender may agree) and apply such proceeds towards the purposes set out in Clause 3.1 ( Purpose ).	
 
 	(b)	The Borrower shall ensure that no Loan borrowed under the Facility is used in a way in conflict with any applicable laws and regulations (including, where applicable, any PRC laws and regulations relating to NBWD).	
 
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 	(c)	No Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will) remit or repatriate any proceeds of the Loan into the PRC in any manner that is not permitted under the PRC laws and regulations (including, where applicable, any PRC laws and regulations relating to cross-border loans and NBWD).	
 
 	19.27	 Application of FATCA	
No Offshore Obligor shall become a FATCA FFI or a US Tax Obligor.
 
 	19.28	 Board Directors/Observers	
 
 	(a)	Each Offshore Obligor must ensure that at least one director/observer or one representative appointed by the Lender (in this capacity, each a “ Director/Observer ”) will be entitled to attend and speak at meetings (“ Meetings ”) of:	
 
 	(i)	its board of directors (the “ Board ”) where decisions relating to the strategy or management of the Offshore Group (taken as a whole) are made; and	
 
 	(ii)	any committee of the Board,	
in each case on behalf of the Lender.
 
 	(b)	Each Offshore Obligor must ensure that:	
 
 	(i)	each Director/Observer is given at least as much written notice of the date, time and place of, and agenda for, all Meetings as is given to members of the relevant Board generally and, in any event, no less notice than is required to be given under the relevant constitutional documents or shareholders’ agreement (if any); and	
 
 	(ii)	the Director/Observer is supplied with copies of all board papers (“ Board Papers ”) which are supplied or distributed generally to members of the relevant Board or committee, as the case may be for the purpose of Meetings at the same time those Board Papers are supplied to those members.	

	 	(c)	 	   (i)    	  	Each Director/Observer will be entitled to attend Meetings as a director/observer only and will have no rights or liabilities with regard to the direction and/or conduct of the management of any Offshore Obligor by virtue of being entitled to attend, and attending Meetings as a Director/Observer.	
 
 	(ii)	In its capacity as a Director/Observer, the Director/Observer will not have a vote at Meetings, and will not be, or be entitled to be, counted in the quorum for any Meeting.	
 
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 	(iii)	The Lender shall pay the reasonable expenses of the Directors/Observers in attending Meetings as a director or observer within ten (10) Business Days of demand being made by such Director/Observer.	
 
 	(d)	If a resolution is to be passed by members of a Board in writing, each Offshore Obligor must ensure that each Director/Observer is supplied with a draft of the resolution at the same time that draft is supplied to members of the relevant Board.	
 
 	(e)	No Offshore Obligor shall impose any restrictions on any Director/Observer to disclose the information obtained by the Directors/Observers to the Lender.	
 
 	(f)	Each Offshore Obligor shall immediately notify the Lender in writing that, if it ceases to, or any other member of the Offshore Group commences to (the “ New Director/Observer Company ”), make decisions relating to the strategy or management of the Offshore Group (taken as a whole). The Lender shall be entitled to appoint at least one Director/Observer to the New Director/Observer Company and the Directors/Observers of the New Director/Observer Company shall be entitled to the rights specified in the preceding paragraphs of this Clause 19.28.	
 
 	(g)	This Clause 19.28 shall continue to apply notwithstanding the repayment or prepayment of the Loan and shall be effective so long as any amount is outstanding under the Finance Documents or any Commitment is in force.	
 
 	19.29	 Access	
If a Default is continuing or the Lender reasonably suspects a Default is continuing or may occur, each Offshore Obligor shall (not more than once in every financial year unless the Lender reasonably suspects a Default is continuing or may occur) permit the Lender and/or accountants or other professional advisers and contractors of the Lender free access at all reasonable times and on reasonable notice at the risk and cost of such Obligor to (a) the premises, assets, books, accounts and records of any Obligor and (b) meet and discuss matters with senior management.
 
 	19.30	 Further assurance	
 
 	(a)	The Borrower shall (and each Offshore Obligor shall procure that each member of the Offshore Group will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Lender may reasonably specify (and in such form as the Lender may reasonably require in favour of the Lender or its nominee(s)):	
 
 	(i)	to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Lender provided by or pursuant to the Finance Documents or by law;	
 
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 	(ii)	to confer on the Lender Security over any property and assets located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or	
 
 	(iii)	to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.	
 
 	(b)	The Borrower shall (and each Offshore Obligor shall procure that each member of the Offshore Group shall) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Lender by or pursuant to the Finance Documents.	
 
 	(c)	The Borrower shall (and each Offshore Obligor shall procure that each relevant Obligor will), at any time at the request of the Lender, at its own cost take whatever actions (including, executing any documents, obtaining any approval and completing any registration, filing or recording) that the Lender may reasonably require in order to assure that all and any legal, regulatory and other compliance requirement applicable to the transactions contemplated under the Finance Documents are duly complied with, without prejudice to any Obligor’s other representations and warranties or covenants relating to its compliance with laws and regulations in the Finance Documents, including the requirement of filing under Circular 2044 issued by the National Development and Reform Commission of the PRC and its implementation rules and interpretations.	
 
 	19.31	 Conditions Subsequent	
 
 	(a)	By no later than 10:00 a.m. on the Utilisation Date, the Borrower shall deliver or cause to be delivered to the Lender:	
 
 	(i)	the copies of all of the share certificates representing the Acquired Target Shares, duly executed on behalf of the Target and registered in the name of the Sellers respectively;	
 
 	(ii)	the copies of the relevant stock powers endorsed in blank in respect of the Acquired Target Shares; and	
 
 	(iii)	a written confirmation addressed to the Borrower from the Sellers, the Sellers’ Representative or their legal counsel (by way of an email or otherwise as agreed with the Lender) in form and substance satisfactory to the Lender, confirming that the originals of the documents referred to in sub- paragraphs (i) and (ii) above (collectively, the “ Title Documents ”) will be available for collection from the Sellers, the Sellers’ Representative, or their legal counsel by the Borrower (or its agents) once the Federal Reference Number (or equivalent evidence of funds transfer) in respect of the payment of the Acquisition Purchase Price to the Sellers has been received by the Sellers in accordance with the SPA.	
 
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 	(b)	Immediately after it has become available and in any event no later than 5:00 p.m. (Eastern Standard Time) on the Utilisation Date, the Borrower shall deliver or cause to be delivered to the Lender evidence (in form and substance satisfactory to the Lender) that the Sellers have confirmed receipt of the Federal Reference Number (or equivalent evidence of funds transfer) in respect of the payment of the Acquisition Purchase Price to such Sellers in accordance with the SPA.	
 
 	(c)	On the Closing Date immediately following the Acquisition Completion, the Borrower (or its agents) shall:	
 
 	(i)	collect the originals of the Title Documents from the Sellers, or the Sellers’ Representative or their legal counsel;	
 
 	(ii)	ensure that the Lender (or its agents) have sighted the originals of the Title Documents which shall conform with the copies received pursuant to paragraphs (a)(i) and (a)(ii) above;	
 
 	(iii)	if the Custody and Control Agreement has been executed and delivered by such time:	
 
 	(A)	deliver or cause to be delivered the originals of the Title Documents to the Custodian; and	
 
 	(B)	provide to the Lender a written confirmation (in form and substance satisfactory to the Lender) from the Custodian addressed to the Lender that the originals of the Title Documents have been received by it and are retained by the Custodian in accordance with the Custody and Control Agreement.	
 
 	(iv)	if the Custody and Control Agreement has not been executed and delivered by such time, deliver or cause to be delivered the originals of the Title Documents to such person as the Lender may designate in writing.	
 
 	(d)	If the Custody and Control Agreement has not been executed and delivered at the time referred to in paragraph (c)(iii) above, the Borrower shall procure that the Custody and Control Agreement (or an equivalent securities account and deposit account control agreement in form and substance satisfactory to the Lender with a custodian or bank satisfactory to the Lender) is entered into within two (2) Business Days after the Closing Date.	
 
 	(e)	Within two (2) Business Days after the Closing Date (or if later, the date on which the Custody and Control Agreement is executed and delivered pursuant to paragraph (d) above), the Borrower shall provide evidence to the Lender (in form and substance satisfactory to the Lender) that the originals of the following are	
 
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 	issued by the Target’s transfer agent and/or registrar and retained by the Custodian in accordance with the Custody and Control Agreement:	
 
 	(i)	the original of the share certificate(s) representing the Acquired Target Shares, duly executed on behalf of the Target and registered in the name of the Borrower; and	
 
 	(ii)	the original of the relevant stock powers endorsed in blank in respect of the Acquired Target Shares.	
 
 	(f)	Within thirty (30) Business Days after the Closing Date:	
 
 	(i)	the Borrower shall have opened the Designated Securities Account, the operation of which shall require one authorised signatory appointed by the Security Agent;	
 
 	(ii)	the Borrower shall have converted the certificated Pledged Target Shares into book-entry form and deposited such Pledged Target Shares in book-entry form into the Designated Securities Account; and	
 
 	(iii)	the Designated Securities Account and the Pledged Target Shares deposited therein shall have been subject to the Transaction Security created by the Transaction Security Document(s) in form and substance satisfactory to the Security Agent (subject to the terms of the Intercreditor Deed).	
 
 	(g)	The Borrower shall (and shall procure that each relevant Obligor will) promptly, and in any event within one (1) month after the execution of each Transaction Security Document to which it is a party:	
 
 	(i)	effect the registration of the Security granted by it under each such Transaction Security Document with the Hong Kong Companies Registry under the Companies Ordinance (Chapter 622, the Laws of Hong Kong); and	
 
 	(ii)	deliver to the Lender evidence of the completion of such registration.	
 
 	(h)	On or before the date falling twenty (20) Business Days of the date of this Agreement, the Borrower shall provide evidence that it has amended its memorandum and articles of association (or the equivalent constitutional document) in form and substance satisfactory to the lender, to the effect that:	
 
 	(i)	the Borrower is authorised by its memorandum and articles of association (or the equivalent constitutional document) to issue one (and only one) golden share and that such golden share will be issued to the Lender or such other person as the Lender may in its sole and absolute discretion nominate (the “ Golden Share ”);	
 
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 	(ii)	the holder of the Golden Share shall be entitled to, from time to time, appoint a person to the board of directors of the Borrower (the “ Lender Director ”);	
 
 	(iii)	each of (in respect of passing any resolution of the shareholders) the holder of the Golden Share and (in respect of passing any resolution of the directors) the Lender Director shall have a final veto right in respect of certain matters set out in the memorandum and articles of association (or the equivalent constitutional document) of the Borrower, including:	
 
 	(A)	selling, disposing of and proposing to sell or dispose of any asset of the Borrower, including any shares it holds in another person (in particular, any Acquired Target Shares);	
 
 	(B)	filing any petition or commence any action or proceeding seeking relief under or to take advantage of any applicable insolvency, bankruptcy, liquidation, provisional supervision, reorganisation, protection of debtor or similar law;	
 
 	(C)	consenting to the filing of any petition or the commencement of any proceedings by a third party against the Borrower of the type contemplated in paragraph (B) above;	
 
 	(D)	admitting in writing the Borrower’s inability to pay its debts as they fall due;	
 
 	(E)	dissolving or liquidating the Borrower in whole or in part, or entering into any demerger, consolidation or corporate reorganisation, or convert the Borrower to another form of business entity;	
 
 	(F)	incurring Financial Indebtedness other than as permitted under the Finance Documents;	
 
 	(G)	issuing other debt obligations;	
 
 	(H)	creating or permitting any Security over any assets of the Borrower to exist or permitting the Borrower to give any guarantee or indemnity other than as permitted under the Finance Documents; and	
 
 	(I)	issuing or allotting any shares, or granting any option or right to subscribe for any shares in the Borrower.	
 
 	(i)	On or before to the date falling twenty (20) Business Days of the date of this Agreement, the Borrower shall provide evidence that the Lender Director has been appointed to its board of directors.	
 
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 	(j)	Within three (3) Months from the date of this Agreement, the Borrower shall provide confirmation given by the Target, in form and substance satisfactory to the Lender, that Lender, any of its Affiliates or Related Fund is a financial institution as contemplated by section 4.1(b)(vi) of the Target Stockholder Agreement.	
 
 	(k)	Promptly upon execution of the Transaction Security Documents, the Borrower shall provide:	
 
 	(i)	evidence that the UCC financing statements relating to the Security Agreement (US) have been filed in the applicable jurisdictions; and	
 
 	(ii)	evidence that the registration of particulars of the Security Agreement (US) and the Debenture (UK) have been filed at Companies House in England and Wales under section 859A of the Companies Act 2006 (together with the submission of all requisite supporting documents and the payment of any associated fees or charges (if applicable)).	
 
 	(l)	The Borrower shall (and shall procure that each relevant Obligor will), at any time at the request of the Lender, at its own cost take whatever actions (including, executing any documents, obtaining any approval and completing any registration, filing or recording) that the Lender may reasonably require in order to assure that all and any legal, regulatory and other compliance requirement applicable to the transactions contemplated under the Finance Documents are duly complied with, without prejudice to any Obligor’s other representations and warranties or covenants relating to its compliance with laws and regulations in the Finance Documents.	
 
20.	Margin Position	
 
 	20.1	Margin Call	
 
 	(a)	If, on any Scheduled Trading Day, the Lender determines that the LTV Ratio is greater than eighty per cent. (80%), the Borrower and/or Offshore Guarantor shall promptly, and in any case no later than 5:00 p.m. on the second (2 nd ) Business Day immediately following the date of a Margin Call Notice from the Lender requiring it to do so, deposit or procure to be deposited into the Margin Cash Account such additional US dollar amounts in cash (the “ Margin Cash ”) to ensure that the LTV Ratio, after being recalculated by taking into account the effect of the deposit of the Margin Cash (the date on which the deposit of the Margin Cash is completed being the “ Margin Top-Up Date ”, which shall be a Scheduled Trading Day), is equal to or less than seventy-five per cent. (75%) on the Margin Top-Up Date.	
 
 	(b)	Notwithstanding any other provision of this Agreement, a Margin Call Notice shall be deemed effectively delivered on any day if delivered prior to 11:59 p.m. on that day.	
 
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 	(c)	For the avoidance of doubt, there is no limit on the number of Margin Call Notice which the Lender may deliver.	
 
 	20.2	Margin Cash Account	
On the earlier of the day falling thirty (30) Business Days after the date of this Agreement and the day the Lender instructing the Borrower to do so in connection with a Margin Call Notice:
 
 	(a)	the Borrower shall have opened the Margin Cash Account, the operation of which shall require one authorised signatory appointed by the Lender; and	
 
 	(b)	the Borrower shall ensure the Margin Cash Account and the Margin Cash deposited therein (if any) are subject to the Transaction Security created by Transaction Security Document(s) in form and substance satisfactory to the Lender (in accordance with the terms of the Intercreditor Deed).	
 
 	20.3	Adjustment Events	
 
 	(a)	Unless prohibited by applicable law, the Borrower must immediately notify the Lender if an Adjustment Event occurs, or if it becomes aware that an Adjustment Event is proposed.	
 
 	(b)	Subject to paragraph (c) below, if an Adjustment Event (other than any Merger Event) occurs, the Borrower shall, at its own expense, take whatever action is required by the Lender (acting in good faith and in a commercially reasonable manner) by notice in writing to the Borrower or is otherwise necessary (including, without limitation, execution of documents, registrations, notarisations, payment of all stamp duties, registration and notarial fees and provision of legal advice, including formal legal opinions, in the relevant jurisdictions), to:	
 
 	(i)	amend the terms of the Finance Documents to account for the economic effect of such Adjustment Event;	
 
 	(ii)	extend the security created by the Transaction Security Documents to all shares, securities, cash (and the debt represented thereby), other distributions and rights resulting from an Adjustment Event, including any substitute, alternative or additional assets (each an “ Additional Asset ”) which are not, prior to such event, the subject of such security;	
 
 	(iii)	to the extent such security is not capable of being so extended, create new security over such Additional Assets in form and substance satisfactory to the Lender; or	
 
 	(iv)	to the extent such new security is not created, provide to the Lender alternative security, in form and substance satisfactory to the Lender.	
 
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 	(c)	The Borrower may, within three (3) Business Days of receiving a notice from the Lender under paragraph (b) above, notify the Lender that it does not consent to the action required by the Lender under paragraph (b) above. If the Borrower so notifies the Lender, the Loans and all other amounts outstanding under the Finance Documents shall become immediately due and payable.	
 
21.	Events of Default	
Each of the events or circumstances set out in the following sub-Clauses of this Clause 21 (other than Clause 21.17 ( Acceleration )) is an Event of Default.
 
 	21.1	Non-payment	
An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable.
 
 	21.2	Other obligations	
An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 21.1 ( Non-payment ) above).
 
 	21.3	Misrepresentation	
Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.
 
 	21.4	Cross default	
 
 	(a)	Any Financial Indebtedness of any Obligor or any other member of the Group in respect of:	
 
 	(i)	the Junior Liabilities;	
 
 	(ii)	the Fullgoal Notes; or	
 
 	(iii)	the Joyful Intercompany Advances,	
is not paid or redeemed when due nor within any originally applicable grace period or a demand is made or an early redemption notice is given in respect of any such Financial Indebtedness.
 
 	(b)	In respect of any Financial Indebtedness other than those contemplated by paragraph (a) above:	
 
 	(i)	any such Financial Indebtedness of any Obligor or any other member of the Group is not paid or redeemed when due nor within any originally applicable grace period,	
 
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 	(ii)	any such Financial Indebtedness of any Obligor or any other member of the Group is declared to be or otherwise becomes due and payable or redeemable prior to its specified maturity or redemption date as a result of an event of default, early redemption event or liquidation event (however described),	
 
 	(iii)	any commitment for any such Financial Indebtedness of any Obligor or any other member of the Group is cancelled or suspended by a creditor of any Obligor or any other member of the Group as a result of an event of default (however described); or	
 
 	(iv)	any creditor of any Obligor or any other member of the Group becomes entitled to declare any such Financial Indebtedness of any Obligor or any other member of the Group due and payable or redeemable prior to its specified maturity or redemption date as a result of an event of default (however described),	
provided that, no Event of Default will occur under this Clause 21.4 if the aggregate amount of the Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (i) to (iv) above is less than US$1,000,000 (or its equivalent in any other currency or currencies).
 
 	21.5	Insolvency	
 
 	(a)	An Obligor or a member of the Group 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 the Lender in its capacity as such) with a view to rescheduling any of its indebtedness.	
 
 	(b)	The value of the assets of any Obligor or any member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).	
 
 	(c)	A moratorium is declared in respect of any indebtedness of any Obligor or any member of the Group.	
 
 	(d)	The Individual Obligor:	
 
 	(i)	is, or is deemed for the purposes of any applicable law to be, unable to pay his debts as they fall due or insolvent;	
 
 	(ii)	admits his inability to pay his debts as they fall due;	
 
 	(iii)	suspends making payments on any of his debts or announces an intention to do so;	
 
 	(iv)	commits an act of bankruptcy; or	
 
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 	(v)	by reason of actual or anticipated financial difficulties, begins negotiations with any creditor for the rescheduling or restructuring of any of his indebtedness.	
 
 	21.6	Insolvency proceedings	
 
 	(a)	Any corporate action, legal proceedings or other procedure or step is taken in relation to:	
 
 	(i)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or any member of the Group other than a solvent liquidation or reorganisation of any member of the Group which is not an Obligor;	
 
 	(ii)	a composition or arrangement with any creditor of any Obligor or any member of the Group, or an assignment for the benefit of creditors generally of an Obligor or any other member of the Group or a class of such creditors;	
 
 	(iii)	the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not an Obligor), receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any Obligor or any member of the Group or any of its assets; or	
 
 	(iv)	enforcement of any Security over any assets of any Obligor or any other member of the Group,	
or any analogous procedure or step is taken in any jurisdiction.
 
 	(b)	Any of the following occurs in respect of the Individual Obligor:	
 
 	(i)	the Individual Obligor enters into a composition, scheme, individual voluntary arrangement or other arrangement with any of its creditors or has an interim order made in relation to it;	
 
 	(ii)	the Individual Obligor presents a petition, or files documents with a court or any registrar, for its bankruptcy;	
 
 	(iii)	a bankruptcy order is made against the Individual Obligor or the Individual Obligor is otherwise adjudicated bankrupt;	
 
 	(iv)	receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer is appointed in respect of the Individual Obligor or any of its assets; or	
 
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 	(v)	any step is taken (including, for the avoidance of doubt, presentation of a petition or filing of documents with a court or any registrar by any person for the Individual Obligor’s bankruptcy) which could result in any of the events referred to in the preceding sub-paragraphs or a statutory demand is served on the Individual Obligor with respect to any of the matters referred to in the preceding sub-paragraphs,	
or any analogous procedure or step is taken in any jurisdiction.
 
 	21.7	Creditors’ process	
Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any Obligor or any member of the Group.
 
 	21.8	Unlawfulness	
 
 	(a)	It is or becomes unlawful for any Obligor or any member of the Group to perform any of its obligations under the Transaction Documents or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective.	
 
 	(b)	Any obligation or obligations of any Obligor or any member of the Group under any Transaction Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lender under the Transaction Documents.	
 
 	(c)	Any Transaction Document ceases to be in full force and effect or any Transaction Security ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than the Lender) to be ineffective.	
 
 	21.9	Repudiation and rescission of agreements	
Any Obligor or any member of the Group (or any other relevant party other than the Lender) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.
 
 	21.10	 Acquisition Documents	
A termination event (howsoever defined) or default (howsoever defined) occurs under any of the Acquisition Documents.
 
 	21.11	 PRC Moratorium on External Indebtedness	
The government of the PRC, the People’s Bank of China (or any of its successors) or any Governmental Agency of the PRC declares a moratorium, standstill or similar suspension of payments in respect of its PRC External Indebtedness or the PRC External Indebtedness of any person incorporated, domiciled, resident or situated in the PRC. For such purposes, “ PRC External Indebtedness ” means any Financial Indebtedness which is denominated or payable by its terms, or at the option of the creditor in respect of such Financial Indebtedness, in a currency other than RMB.
 
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 	21.12	 Foreign Exchange Control	
Any foreign exchange control is imposed by any Governmental Agency in any jurisdiction (including SAFE) which, in the opinion of the Lender (acting reasonably), has the effect of prohibiting, preventing or materially delaying the remittance of any amount due to the Lender under the Finance Documents.
 
 	21.13	 Cessation of business	
Any Obligor suspends or ceases to carry on all or a material part of its business or of the business of the Group taken as a whole.
 
 	21.14	 Litigation	
Any litigation, arbitration, administrative, criminal, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Transaction Documents or the transactions contemplated in the Transaction Documents or against any Obligor or any other member of the Group or its assets which have or is reasonably likely to have a Material Adverse Effect.
 
 	21.15	 Material adverse change	
Any event or circumstance occurs which, in the opinion of the Lender, has or is reasonably likely to have a Material Adverse Effect.
 
 	21.16	 Change of management	
The Individual Obligor ceases to be employed by the Onshore Parent Guarantor or to devote his time and attention to the business, trade and offices of the Group.
 
 	21.17	 Acceleration	
On and at any time after the occurrence of an Event of Default which is continuing the Lender may, by notice to the Borrower:
 
 	(a)	without prejudice to the Loan then outstanding:	
 
 	(i)	cancel the Commitment (and reduce them to zero), whereupon they shall immediately be cancelled (and reduced to zero); or	
 
 	(ii)	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	
 
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 	(b)	declare that all or part of the Loan, together with the accrued interest, the applicable Make-Whole Amount or Specified Default Make-Whole Amount, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;	
 
 	(c)	declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Lender; and/or	
 
 	(d)	exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.	
SECTION 9
CHANGES TO PARTIES
 
22.	Changes to the Parties	
 
 	22.1	Assignments and transfers by the Lender	
Subject to this Clause 22, the Lender (the “ Existing Lender ”) may:
 
 	(a)	assign any of its rights; or	
 
 	(b)	transfer by novation any of its rights and obligations,	
under the Finance Documents to any person (the “ New Lender ”).
 
 	22.2	Conditions of assignment or transfer	
 
 	(a)	The consent of the Borrower is required for an assignment or transfer in accordance with Clause 22.1 ( Assignments and transfers by the Lender ), unless the assignment or transfer is:	
 
 	(i)	to an Affiliate or a Related Fund of the Existing Lender; or	
 
 	(ii)	made at a time when an Event of Default is continuing.	
For the avoidance of doubt the Lender may without the consent of the Borrower (A) grant by way of sub-participation an interest and (B) enter into credit derivative (including a credit default swap or credit linked note) or total return swap, in each case, in any of its rights under the Finance Documents.
 
 	(b)	The consent of the Borrower to an assignment or a transfer referred to in paragraph (a) above must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time.	
 
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 	(c)	A transfer will be effective only if the procedure set out in Clause 22.4 ( Procedure for transfer ) is complied with.	
 
 	22.3	Limitation of responsibility of Existing Lender	
 
 	(a)	Unless expressly agreed to the contrary, the Existing Lender makes no representation or warranty and assumes no responsibility to the New Lender for:	
 
 	(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;	
 
 	(ii)	the financial condition of any Obligor;	
 
 	(iii)	the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or	
 
 	(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,	
and any representations or warranties implied by law are excluded.
 
 	(b)	The New Lender confirms to the Existing Lender and the Secured Parties that it:	
 
 	(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and	
 
 	(ii)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.	
 
 	(c)	Nothing in any Finance Document obliges the Existing Lender to:	
 
 	(i)	accept a re-transfer or re-assignment from the New Lender of any of the rights and obligations assigned or transferred under this Clause 22; or	
 
 	(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.	
 
 	22.4	Procedure for transfer	
 
 	(a)	Subject to the conditions set out in Clause 22.2 ( Conditions of assignment or transfer ) a transfer is effected in accordance with paragraph (b) below when the Borrower executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.	
 
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 	(b)	On the Transfer Date:	
 
 	(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security (subject to the terms of the Intercreditor Deed) each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security (subject to the terms of the Intercreditor Deed) and their respective rights against one another shall be cancelled (being the “ Discharged Rights and Obligations ”);	
 
 	(ii)	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; and	
 
 	(iii)	the New Lender shall become a Party as a “Lender”.	
 
 	(c)	The procedure set out in this Clause 22.4 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.	
 
 	22.5	Copy of Transfer Certificate to Borrower	
The Existing Lender shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.
 
 	22.6	Existing consents and waivers	
The New Lender shall be bound by any consent, waiver, election or decision given or made by the relevant Existing Lender under or pursuant to any Finance Document prior to the coming into effect of the relevant assignment or transfer to such New Lender.
 
 	22.7	Assignments and transfers by Obligors	
An Obligor may not assign or transfer any of its rights or obligations under any Finance Document, except with the prior written consent of the Lender.
 
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 	22.8	Security over Lender’s rights	
In addition to the other rights provided to the Lender under this Clause 22, the Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of the Lender including, without limitation:
 
 	(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and	
 
 	(b)	if the Lender is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by the Lender as security for those obligations or securities,	
except that no such charge, assignment or Security shall:
 
 	(i)	release the Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or	
 
 	(ii)	require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the Lender under the Finance Documents.	
 
23.	Disclosure of information	
The Lender, its officers and agents may disclose to:
 
 	(a)	its head office, any branch or representative office in any jurisdiction, any of its Affiliates, investors, potential investors, limited partners or Related Funds (together with the Lender, the “ Permitted Parties ”);	
 
 	(b)	any of the Permitted Parties’ professional advisers and other persons providing services to any Permitted Party;	
 
 	(c)	any actual or potential investor, assignee, novatee, transferee, participant or sub- participant in relation to the Lender’s rights and/or obligations under any Finance Document (or any agent or adviser of any of the foregoing);	
 
 	(d)	any valuation consultant, limited partner or shareholder, rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to any Permitted Party;	
 
 	(e)	any court or tribunal or regulatory, supervisory, governmental or quasi-governmental authority with jurisdiction over the Permitted Parties;	
 
 	(f)	any Obligor;	
 
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 	(g)	any person permitted by any Obligor; and	
 
 	(h)	any person to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,	
any Confidential Information as the Lender shall consider appropriate, provided that if such Confidential Information is disclosed to a person referred to in paragraph (c) above, such person (if not a person to whom information is otherwise permitted to be disclosed under any other sub-paragraph above) to whom such information is to be disclosed is informed of its confidential nature and has entered into a Confidentiality Undertaking. This Clause supersedes any previous agreement relating to the confidentiality of such information.
SECTION 10
ADMINISTRATION
 
24.	Payment mechanics	
 
 	24.1	Payments to the Lender	
 
 	(a)	On each date on which an Obligor is required to make a payment under a Finance Document, that Obligor shall make the same available for value on the due date at the time and in such funds as being customary at the time for settlement of transactions in the relevant currency in the place of payment.	
 
 	(b)	Payment shall be made to such account in the principal financial centre of that country of that currency with such bank as the Lender specifies.	
 
 	24.2	Distributions to an Obligor	
The Lender may (with the consent of the Obligor or in accordance with Clause 25 ( Set-off )) apply any amount received by it for that Obligor in or towards payment (in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.
 
 	24.3	Partial payments	
 
 	(a)	If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Lender shall, subject to the terms of the Intercreditor Deed, apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:	
 
 	(i)	firstly , in or towards payment pro rata of any unpaid fees, costs and expenses of, and other amounts owing to, the Lender or any Receiver or any Delegate under the Finance Documents;	
 
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 	(ii)	secondly , in or towards payment pro rata of any accrued interest, (if applicable) any Make-Whole Amount or Specified Default Make-Whole Amount and any other fee (other than as provided in paragraph (i) above) or commission due but unpaid under the Finance Documents;	
 
 	(iii)	thirdly , in or towards payment pro rata of any principal due but unpaid under this Agreement; and	
 
 	(iv)	fourthly , in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.	
 
 	(b)	The Lender may vary the order set out in paragraphs (a)(ii) to (iv) above.	
 
 	(c)	Paragraphs (a) and (b) above will override any appropriation made by an Obligor.	
 
 	24.4	No set-off by Obligors	
All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
 
 	24.5	Business Days	
 
 	(a)	Any payment which is due to be made on a day (other than the Final Repayment Date) that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). If the Final Repayment Date is not a Business Day, any payment which is due to be made on such date shall be made on the preceding Business Day.	
 
 	(b)	During any extension of the due date for payment of any principal or Unpaid Sum under paragraph (a) above, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.	
 
 	24.6	Currency of account	
 
 	(a)	Subject to paragraphs (b) and (c) below, US dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.	
 
 	(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.	
 
 	(c)	Any amount expressed to be payable in a currency other than US dollar shall be paid in that other currency.	
 
25.	Set-off	
The Lender may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by the Lender) against any matured obligation owed by the Lender to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
 
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26.	Notices	
 
 	26.1	Communications in writing	
Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.
 
 	26.2	Addresses	
The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:
 
 	(a)	in the case of the Borrower:	

	 	Name:	  	Sun Wise (UK) Co., Ltd	
	 	Address:	  	Unit 1904, 19/F., Podium Plaza
5 Hanoi Road
Tsim Sha Tsui, Kowloon
Hong Kong	
	 	Fax number:	  	+852 3184 0111	
	 	Attention:	  	Zhou Rui	
 
 	(b)	in the case of the Offshore Guarantor:	

	 	Name:	  	Sun Wise Oriented (HK) Co., Limited	
	 		  	Address: Unit 1904, 19/F., Podium Plaza
5 Hanoi Road
Tsim Sha Tsui, Kowloon
Hong Kong	
	 	Fax number:	  	+852 3184 0111	
	 	Email:	  	li.flossie@gmail.com	
	 	Attention:	  	Florence Li	
 
 	(c)	in the case of the Lender:	

	 	Name:	  	PA Eminent Opportunity VI Limited	
	 	Address:	  	Commence Chambers, P.O. Box 2208
Road Town, Tortola
British Virgin Islands	
	 	Fax number:	  	+1 284 494 2889	
	 	Email:	  	jlewis@pagasia.com	
	 	Attention:	  	Jon Robert Lewis	
 
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	 	With a copy to:	  	15/F, AIA Central,
1 Connaught Road Central,
Hong Kong
Fax number: + 852 2918 0881
Attention: Jon Robert Lewis	
or any substitute address, fax number or department or officer as the Party may notify to the Lender (or the Lender may notify to the other Parties, if a change is made by the Lender) by not less than five (5) Business Days’ notice.
 
 	26.3	Delivery	
 
 	(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will be effective:	
 
 	(i)	if by way of fax, only when received in legible form; or	
 
 	(ii)	if by way of letter, only when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;	
and, if a particular department or officer is specified as part of its address details provided under Clause 26.2 ( Addresses ), if addressed to that department or officer.
 
 	(b)	Any communication or document to be made or delivered to the Lender will be effective only when actually received by the Lender and then only if it is expressly marked for the attention of the department or officer identified with the Lender’s signature below (or any substitute department or officer as the Lender shall specify for this purpose).	
 
 	(c)	Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each other Obligor.	
 
 	(d)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.	
 
90

 	26.4	Electronic communication	
 
 	(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two Parties:	
 
 	(i)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and	
 
 	(ii)	notify each other of any change to their address or any other such information supplied by them by not less than five (5) Business Days’ notice.	
 
 	(b)	Any electronic communication made between those two Parties will be effective only when actually received in readable form and in the case of any electronic communication made by a Party to the Lender only if it is addressed in such a manner as the Lender shall specify for this purpose.	
 
 	(c)	Any electronic communication which becomes effective, in accordance with paragraph (b) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.	
 
 	26.5	English language	
 
 	(a)	Any notice given under or in connection with any Finance Document must be in English.	
 
 	(b)	All other documents provided under or in connection with any Finance Document must be:	
 
 	(i)	in English; or	
 
 	(ii)	if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.	
 
27.	Calculations and certificates	
 
 	27.1	Accounts	
In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.
 
 	27.2	Certificates and determinations	
Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
 
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 	27.3	Day count convention	
Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the London interbank market differs, in accordance with that market practice.
 
28.	Partial invalidity	
If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
 
29.	Remedies and waivers	
No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under the Finance Documents shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the Finance Documents on the part of the Lender shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
 
30.	Amendments and waivers	
Any term of the Finance Documents may be amended or waived only with the consent of the Lender and the Borrower and any such amendment or waiver will be binding on all Parties.
 
31.	Counterparts	
Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.
SECTION 11
GOVERNING LAW AND ENFORCEMENT
 
32.	Governing law	
This Agreement is governed by the laws of Hong Kong.
 
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33.	Enforcement	
 
 	33.1	Jurisdiction of Hong Kong courts	
 
 	(a)	The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) (a “ Dispute ”).	
 
 	(b)	The Parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.	
 
 	(c)	This Clause 33.1 is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.	
 
 	33.2	Service of Process	
 
 	(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in Hong Kong):	
 
 	(i)	irrevocably appoints Sun Wise Oriented (HK) Co., Limited at Unit 1904, 19/F, Podium Plaza, 5 Hanoi Road, Tsimshatsui, Kowloon as its agent for service of process in relation to any proceedings before the Hong Kong courts in connection with any Finance Document; and	
 
 	(ii)	agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.	
 
 	(b)	Each Obligor expressly agrees and consents to the provisions of this Clause 33.2.	
 
 	33.3	Waiver of immunities	
Each Offshore Obligor irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:
 
 	(a)	suit;	
 
 	(b)	jurisdiction of any court;	
 
 	(c)	relief by way of injunction or order for specific performance or recovery of property;	
 
 	(d)	attachment of its assets (whether before or after judgment); and	
 
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 	(e)	execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).	
This Agreement has been entered into on the date stated at the beginning of this Agreement. Executed and delivered by the Offshore Guarantor as a deed and executed by the Borrower, the Lender under hand on the day and year first above written.
 
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Schedule 1
Conditions Precedent
 
1.	The Obligors	
 
 	(a)	The Borrower and Offshore Guarantor	
 
 	(i)	A copy of the constitutional documents of each of the Borrower and the Offshore Guarantor.	
 
 	(ii)	A copy of each of the register of members, register of directors and register of charges (if any) of each of the Borrower and the Offshore Guarantor and with respect to the Borrower only, the PSC Register.	
 
 	(iii)	A copy of a resolution of the board of directors of, or where relevant, an extract of the minutes of a meeting of the board of directors of each of the Borrower and the Offshore Guarantor:	
 
 	(A)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;	
 
 	(B)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and	
 
 	(C)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.	
 
 	(iv)	A specimen of the signature of each person authorised by the resolution referred to in paragraph (iii) above.	
 
 	(v)	A certificate from each of the Borrower and the Offshore Guarantor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Commitment would not cause any borrowing, guaranteeing, securing or similar limit binding on it to be exceeded.	
 
 	(vi)	A certificate of an authorised signatory of each of the Borrower and the Offshore Guarantor certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.	
 
 	(b)	The Onshore Parent Guarantor	
 
 	(i)	A copy of the constitutional documents of the Onshore Parent Guarantor, including without limitation:	
 
 	(A)	the articles of association and all amendments thereto; and	
 
 	(B)	the up-to-date business license.	
 
95

 	(ii)	A copy of a resolution of the sole shareholder of the Onshore Parent Guarantor:	
 
 	(A)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;	
 
 	(B)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and	
 
 	(C)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.	
 
 	(iii)	A specimen of the signature of each person authorised by the resolution referred to in paragraph (ii) above.	
 
 	(iv)	A certificate from the Onshore Parent Guarantor (signed by a director) confirming that guaranteeing the Commitment would not cause any securing or similar limit binding on it to be exceeded.	
 
 	(v)	A certificate of an authorised signatory of the Onshore Parent Guarantor certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.	
 
 	(c)	The Individual Obligor	
A copy of the identification document of the Individual Obligor.
 
2.	Legal opinions	
 
 	(a)	Legal opinions in relation to the law of England and Wales from White & Case addressed to the Lender, substantially in the form distributed to the Lender prior to the signing of this Agreement.	
 
 	(b)	Legal opinions in relation to the law of Hong Kong from White & Case addressed to the Lender, substantially in the form distributed to the Lender prior to the signing of this Agreement.	
 
 	(c)	Legal opinions in relation to the law of the State of New York from White & Case addressed to the Lender, substantially in the form distributed to the Lender prior to the signing of this Agreement.	
 
96

 	(d)	Legal opinions in relation to the law of the PRC from Global Law Office addressed to the Lender, substantially in the form distributed to the Lender prior to the signing of this Agreement.	
 
3.	Finance Document and Transaction Security	
 
 	(a)	A copy of the following Finance Documents each duly entered into by the parties to it:	
 
 	(i)	this Agreement;	
 
 	(ii)	the Onshore Parent Guarantee Agreement;	
 
 	(iii)	the Individual Guarantee Agreement;	
 
 	(iv)	the Debenture (HK);	
 
 	(v)	the Debenture (UK);	
 
 	(vi)	the Security Agreement (US);	
 
 	(vii)	the Custody and Control Agreement, or evidence satisfactory to the Lender that the Borrower can comply with its obligations under paragraph (d) of Clause 19.31 ( Conditions Subsequent ); and	
 
 	(viii)	the Intercreditor Deed.	
 
 	(b)	An original or, as the case may be, a copy of each notice and other document then required to be executed and sent or delivered and each acknowledgement or consent required to be obtained by any Obligor under each Transaction Security Document to which it is a party.	
 
 	(c)	Evidence that the Transaction Security created under each Transaction Security Document has been or will be duly established and perfected and that each deed, letter, document of title, certificate or other document required to be delivered thereunder has been or will be delivered in accordance with the terms of such Transaction Security Document (other than any such document contemplated by Clause 19.31 ( Conditions Subsequent )).	
 
4.	Acquisition	
 
 	(a)	An executed copy of each Junior Investment Document substantially in the form of the last draft previously delivered to and approved by the Lender, with such amendments or modifications as do not materially and adversely affect the interests of the Lender or which have been made with the consent of the Lender.	
 
 	(b)	An executed copy of each Fullgoal Notes Documents.	
 
97

 	(c)	A certificate from the Borrower (signed by a director) in form and substance satisfactory to the Lender confirming that (i) all the conditions precedent to Completion (as defined in the Junior Investment Agreement) provided in clause 4.1 ( Conditions Precedent ) of the Junior Investment Agreement have been satisfied and (ii) substantially simultaneously with the funding of the Loan on the proposed Utilisation Date, the Junior Investor has subscribed for or will subscribe for the Junior Preferred Shares with a value of no less than US$100,000,000 and the proceeds of such subscription has been or will be funded into the Closing Account (or such other account as the Lender may agree).	
 
 	(d)	An executed copy of each Acquisition Document.	
 
 	(e)	Evidence that the Closing Account has been opened and one of the authorised signatories in respect of the operation of such account has been appointed by the Lender	
 
 	(f)	[Reserved.]	
 
 	(g)	A certificate from the Borrower (signed by director) in form and substance satisfactory to the Lender confirming that:	
 
 	(i)	all the conditions precedent required for Closing under article IV ( Conditions to the Closing ) of the SPA have been satisfied or will be satisfied by the Closing Date or otherwise waived in accordance with the terms of the Acquisition Documents (except that no waiver shall have been made by the Borrower without the consent of the Lender), except for payment of any amounts to be funded by the Loan and the subscription of the Junior Preferred Shares (or will be satisfied concurrently with the Utilisation);	
 
 	(ii)	there has been no breach under the Acquisition Documents, provided that any such breach that would give rise to the events contemplated in paragraph (c) or (d) of section 7.01 ( Termination ) of the SPA shall be considered to materially and adversely affect the interest of the Lender under the Finance Documents;	
 
 	(iii)	the Acquisition Documents remains in full force and effect and has not been amended, varied, waived, rescinded or repudiated by any party to it; and	
 
 	(iv)	the Closing will occur substantially simultaneously with the Utilisation.	
 
 	(h)	Evidence that:	
 
 	(i)	the Acquisition has been approved by the board of directors of the Borrower and approved by Target or announced by the Target through the Exchange; and	
 
98

 	(ii)	all other internal and external Authorisations required for the Closing to occur have been obtained (to the extend not covered by paragraph (g)(i) of this Clause 4).	
 
5.	Other documents and evidence	
 
 	(a)	A signed copy of an acknowledgement of the spouse of the Individual Obligor in relation to the guarantee granted by the Individual Obligor pursuant to the Individual Guarantee Agreement.	
 
 	(b)	The Original Financial Statements.	
 
 	(c)	Completion of due diligence to the satisfaction of the Lender, including the Target, and including receipt of any final due diligence reports each in form and substance satisfactory to the Lender and capable of being relied upon by the Lender.	
 
 	(d)	Confirmation of approval of the transactions contemplated by this Agreement granted by the investment committee of the Lender.	
 
 	(e)	Evidence that any process agent referred to in Clause 33.2 ( Service of Process ) has accepted its appointment.	
 
 	(f)	Evidence that:	
 
 	(i)	the fees, costs and expenses then due from the Borrower to White & Case and Global Law Office have been have been paid or will be paid by the Utilisation Date, provided that, if such fees, costs and expenses will be paid on the Utilisation Date, payment shall be made by deducting the amount of such fees, costs and expenses from the proceeds of the Utilisation; and	
 
 	(ii)	the Borrower has entered into an engagement letter with White & Case in relation to, amongst others, the payment of fees contemplated by paragraph (f)(i) above, in form and substance satisfactory to the Lender.	
 
 	(g)	Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 15 ( Costs and expenses ) (to the extent not covered by paragraph (f) above) have been paid or will be paid by the Utilisation Date, provided that, if such fees, costs and expenses will be paid on the Utilsiation Date, payment shall be made by deducting the amount of such fees, costs and expenses from the proceeds of the Utilisation.	
 
 	(h)	Evidence that the Offshore Guarantor has share capital in the amount of at least HK$1,000,000 (or its equivalent in any other currency or currencies).	
 
99

 	(i)	In the opinion of the Lender (acting reasonably), no material adverse change in the business, operations, property, condition (financial or otherwise) or prospects of any Obligor, the Group taken as a whole or the Target has occurred.	
 
 	(j)	A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.	
 
100

Schedule 2
Utilisation Request
From: Sun Wise (UK) Co., Ltd as Borrower
To: PA Eminent Opportunity VI Limited as Lender
Dated:
Dear Sirs
Sun Wise (UK) Co., Ltd - US$150,000,000 term loan facility agreement dated              2017 (the “Facility Agreement”)
 
1.	We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement shall have the same meaning in this Utilisation Request.	
 
2.	We wish to borrow a Loan on the following terms:	

Proposed Utilisation Date:	  	[    ] (or, if that is not a Business Day, the next Business Day)	
		
Amount:	  	[    ] or, if less, the Available Commitment	
 
3.	We confirm that each condition specified in Clause 4.2 ( Further conditions precedent ) of the Facility Agreement is satisfied on the date of this Utilisation Request.	
 
4.	The proceeds of this Loan should be credited to the [ insert account details ].	
 
5.	We agree that the Lender shall deduct from the proceeds of the Loan an amount of US$650,000 (being the fees, costs and expenses due from us to White & Case and Global Law Office as provided in paragraph (f)(i) of clause 5 ( Other documents and evidence ) of Schedule 1 ( Conditions Precedent ) of the Facility Agreement).	
 
6.	This Utilisation Request is irrevocable.	

Yours faithfully	

 	
Authorised signatory for
Sun Wise (UK) Co., Ltd as Borrower	
 
101

Schedule 3
Form of Transfer Certificate
Dated:
Sun Wise (UK) Co., Ltd - US$150,000,000 term loan facility agreement dated              2017 (the “Facility Agreement”)
 
1.	We refer to Clause 22.4 ( Procedure for transfer ) of the Facility Agreement. This is a Transfer Certificate. Terms used in the Facility Agreement shall have the same meaning in this Transfer Certificate.	
 
2.	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 22.4 ( Procedure for transfer ), all of the Existing Lender’s rights and obligations under the Facility Agreement and the other Finance Documents which relate to the Existing Lender’s Commitment and the Loan under the Facility Agreement as specified in the Schedule.	
 
3.	The proposed Transfer Date is [            ].	
 
4.	The Facility Office and address, fax number and attention particulars for notices of the New Lender for the purposes of Clause 26.2 ( Addresses ) are set out in the Schedule.	
 
5.	The New Lender expressly acknowledges:	
 
 	(a)	the limitations on the Existing Lender’s obligations set out in paragraphs (a) and (c) of Clause 22.3 ( Limitation of responsibility of Existing Lender ); and	
 
 	(b)	that it is the responsibility of the New Lender to ascertain whether any document is required or any formality or other condition requires to be satisfied to effect or perfect the transfer contemplated by this Transfer Certificate or otherwise to enable the New Lender to enjoy the full benefit of each Finance Document.	
 
6.	The New Lender confirms that it is a “New Lender” within the meaning of Clause 22.1 ( Assignments and transfers by the Lender ).	
 
7.	The Existing Lender and the New Lender confirm that the New Lender is not an Obligor or an Affiliate of an Obligor.	
 
8.	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.	
 
9.	This Transfer Certificate is governed by the laws of Hong Kong.	
 
10.	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.	
 
102

Note:	The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.	
 
103

THE SCHEDULE
Commitment/rights and obligations to be transferred, and other particulars
Commitment transferred

Drawn Loan(s) amount(s):	  	 	[    ]        	 	
		
Commitment amount:	  	 	                [    ]	 	
Administration particulars:

	 	New Lender’s receiving account:	  	 	[    ]	 	

	 	Address:	  	 	[    ]	 	
			
	 	Telephone:	  	 	[    ]	 	
			
	 	Facsimile:	  	 	[    ]	 	
			
	 	Attn/Ref:	  	 	[    ]	 	

	 	[ the Existing Lender ]	  	[ the New Lender ]	
			
	 	By:	  	By:	
This Transfer Certificate is executed by the Lender and the Transfer Date is confirmed as [            ].
[ the Lender ]
By:
 
Note:	It is the New Lender’s responsibility to ascertain whether any other document is required, or any formality or other condition is required to be satisfied, to effect or perfect the transfer contemplated in this Transfer Certificate or to give the New Lender full enjoyment of all the Finance Documents.	
 
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Schedule 4
Form of Margin Call Notice
From: Sun Wise (UK) Co., Ltd as Borrower
To: PA Eminent Opportunity VI Limited as Lender Dated:
Sun Wise (UK) Co., Ltd - US$150,000,000 term loan facility agreement dated                      2017 (the “Facility Agreement”)
[ Insert number ] margin call
Dear Sir
 
1.	We refer to Clause 20.1 ( Margin Call ) of the Facility Agreement. This is a Margin Call Notice. Terms used in the Facility Agreement shall have the same meaning in this Margin Call Notice.	
 
2.	We hereby notify you that the LTV Ratio as at [ insert date of calculation of LTV Ratio ] is [            ]%.	
 
3.	Please deposit or procure to be deposited into the Margin Cash Account such additional US dollar amounts in cash (i.e. US$[ insert amount ]), by no later than 5:00 p.m. on [the second (2 nd ) Business Day] immediately following the date of this Margin Call Notice (i.e. no later than [ insert date ]), to ensure that the LTV Ratio, after being recalculated by taking into account the additional Security granted pursuant to this paragraph 3 is equal to or less than seventy-five per cent. (75%).	
 
4.	A failure to comply with this Margin Call Notice and Clause 20.1 (Margin Call) is an Event of Default.	
 
5.	This Margin Call Notice is governed by Hong Kong law.	
Yours faithfully
PA Eminent Opportunity VI Limited as Lender
 
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SIGNATURE PAGE

THE BORROWER	
	
SUN WISE (UK) CO., LTD	
		
By:	 	/s/ Yongli Wang	
	 	Director	
 
Project Sealion–Facility Agreement
(Signature Pages)

			
THE OFFSHORE GUARANTOR	
	
Executed and delivered as a Deed on behalf of	
	
SUN WISE ORIENTED (HK) CO., LIMITED	
		
By:	 	/s/ Yu Ting	
	 	Director	
 
Project Sealion–Facility Agreement
(Signature Pages)

	
THE LENDER	
	
PA EMINENT OPPORTUNITY VI LIMITED	
	
/s/ Jon Robert Lewis	
Name: Jon Robert Lewis	
Authorised Signatory	
 
Project Sealion–Facility Agreement
(Signature Pages)

Exhibit 99.8
Table of Contents

 	  	 	  	Page	 	
1.	  	SECURITY FOR OBLIGATIONS	  	 	1	 	
2.	  	DEFINITIONS	  	 	2	 	
3.	  	PLEDGE OF COLLATERAL	  	 	5	 	
4.	  	APPOINTMENT OF SECURITIES INTERMEDIARY	  	 	8	 	
5.	  	VOTING, ETC., WHILE NO EVENT OF DEFAULT	  	 	8	 	
6.	  	DIVIDENDS AND OTHER DISTRIBUTIONS	  	 	8	 	
7.	  	REGISTRATION RIGHTS AGREEMENT	  	 	9	 	
8.	  	REMEDIES IN CASE OF AN EVENT OF DEFAULT	  	 	9	 	
9.	  	REMEDIES, CUMULATIVE, ETC	  	 	11	 	
10.	  	APPLICATION OF PROCEEDS	  	 	11	 	
11.	  	PURCHASERS OF COLLATERAL	  	 	11	 	
12.	  	INDEMNITY	  	 	11	 	
13.	  	FURTHER ASSURANCES; POWER-OF-ATTORNEY	  	 	12	 	
14.	  	TRANSFER BY THE PLEDGOR	  	 	12	 	
15.	  	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR	  	 	12	 	
16.	  	LEGAL NAME; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION); JURISDICTION OF ORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBER; CHANGES THERETO; ETC	  	 	14	 	
17.	  	PLEDGOR’S OBLIGATIONS ABSOLUTE, ETC	  	 	15	 	
18.	  	SALE OF COLLATERAL WITHOUT REGISTRATION	  	 	15	 	
19.	  	TERMINATION; RELEASE	  	 	16	 	
20.	  	NOTICES, ETC	  	 	17	 	
21.	  	WAIVER; AMENDMENT	  	 	18	 	
22.	  	SUCCESSORS AND ASSIGNS	  	 	19	 	
23.	  	HEADINGS DESCRIPTIVE	  	 	19	 	
24.	  	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	  	 	19	 	
25.	  	PLEDGOR’S DUTIES	  	 	20	 	
26.	  	COUNTERPARTS	  	 	20	 	
27.	  	SEVERABILITY	  	 	20	 	
 
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Table of Contents
(continued)

 	  	 	  	Page	 	
28.	  	NO RECOURSE	  	 	20	 	
29.	  	CONFLICT	  	 	20	 	

ANNEX A	  	-	  	SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION), JURISDICTION OF ORGANIZATION, LOCATION, ORGANIZATIONAL IDENTIFICATION NUMBERS AND FEDERAL EMPLOYER IDENTIFICATION NUMBERS	
ANNEX B	  	-	  	SCHEDULE OF STOCK	
ANNEX C	  	-	  	SCHEDULE OF COLLATERAL ACCOUNTS	
ANNEX D	  	-	  	FORM OF TARGET NOTICE	
 
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Execution Version
SECURITY AGREEMENT
AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “ Agreement ”), dated as of 8 May 2017, between Sun Wise (UK) Co., Ltd as pledgor (the “ Pledgor ”) and Lord Central Opportunity V Limited as pledgee (the “ Pledgee ”).
W I T N E S S E T H :
WHEREAS, Sun Wise (HK) Co., Ltd as borrower (the “ Borrower ”), the Pledgor as offshore guarantor and PA Eminent Opportunity VI Limited as lender (the “ Senior Lender ”) have entered into a US$150,000,000 Facility Agreement, dated as of 8 May 2017 (as amended, modified, restated and/or supplemented from time to time, the “ Senior Facility Agreement ”), providing for the making of a term loan facility of US$150,000,000 (the “ Senior Loan ”) to the Borrower;
WHEREAS, the Pledgor as issuer, China Huarong International Holdings Limited as investor (the “ Junior Investor ”), the Borrower and Mr. Wang Yonghong (“ Mr.  Wang ”) have entered into an investment agreement dated as of 8 May 2017 (together with the terms of the Preferred Shares (as defined below) set out in the memorandum and articles of the Pledgor, as they may be amended, modified, restated and/or supplemented from time to time, herein referred to as the “ Junior Investment Agreement ”, and collectively with the Senior Facility Agreement, the “ Investment Agreements ”) providing for the subscription by the Junior Investor of redeemable preferred shares issued by the Pledgor for a subscription price of US$100,000,000 (the “ Junior Investment ”, and together with the Senior Loan, the “ Investments ”) to the Pledgor (the “ Preferred Shares ”);
WHEREAS, the Borrower, the Senior Lender, the Pledgor, the Pledgee and the Junior Investor have, among other parties, entered into an intercreditor agreement dated as of 8 May 2017 (as amended, modified, restated and/or supplemented from time to time, the “ Intercreditor Agreement ”), pursuant to which the Pledgee has been appointed as Security Agent (as defined in the Intercreditor Agreement) to hold the Collateral (as defined herein) for and on behalf of the Senior Lender and the Junior Investor pursuant to the terms set out in the Intercreditor Agreement;
WHEREAS, it is a condition precedent to the making of the (i) Senior Loan to the Borrower under the Senior Facility Agreement and (ii) the Junior Investment by the Junior Investor pursuant to Junior Investment Agreement that the Pledgor shall have executed and delivered to the Pledgee this Agreement;
NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to the Pledgor, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees with the Pledgee as follows:
1. SECURITY FOR OBLIGATIONS. This Agreement is made by the Pledgor for the benefit of the Pledgee to secure:

(i) the full and prompt payment when due (whether at stated maturity, by acceleration or early redemption or otherwise) of all present and future obligations, liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities) of the Borrower and/or the Pledgor and/or any other party to the Investment Agreements owing to the Pledgee, whether now existing or hereafter incurred under, arising out of, or in connection with, each Secured Debt Agreement (as hereinafter defined) to which the Borrower and/or the Pledgor and/or any other party to the Investment Agreements is a party;
(ii) the performance by the Borrower and/or the Pledgor and/or any other party to the Investment Agreements of all present and future obligations under or pursuant to the Investment Agreements owing to the Senior Lender and/or the Junior Investor, including without limitation, in the case of the Junior Investor, the performance by the Pledgor of its redemption obligation pursuant to the terms of the Preferred Shares and the performance by Mr. Wang of his obligation upon the exercise of the Put Option (as defined in the Junior Investment Agreement) by the Junior Investor;
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Borrower and/or the Pledgor referred to in clause (i) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 12 of this Agreement,
all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the “ Obligations ”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.
2. DEFINITIONS. (a) Unless otherwise defined herein, all capitalized terms used herein and defined in the Senior Facility Agreement and/or the Junior Investment Agreement (as applicable) shall be used herein as therein defined. Reference to singular terms shall include the plural and vice versa.
 
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(b) The following capitalized terms used herein shall have the definitions specified below:
“ Account ” shall have the meaning given such term in Section 9-102(a)(2) of the UCC.
“ Adverse Claim ” shall have the meaning given such term in Section 8-102(a)(1) of the UCC.
“ Agreement ” shall have the meaning set forth in the first paragraph hereof.
“ Borrower ” shall have the meaning set forth in the recitals hereto.
“ Certificated Security ” shall have the meaning given such term in Section 8-102(a)(4) of the UCC.
“ Clearing Corporation ” shall have the meaning given such term in Section 8-102(a)(5) of the UCC.
“ Collateral ” shall have the meaning set forth in Section 3.1 hereof.
“ Collateral Accounts ” shall mean any and all accounts (including any Deposit Account) established and maintained in the name of the Pledgor and designated in writing as such by the Pledgee from time to time, and shall include, without limitation, the Designated Securities Account.
“ Control ” share have the meaning given such term in Section 8-106 of the UCC.
“ Deposit Account ” shall have the meaning given such term in Section 9-102(a)(2) of the UCC.
“ Event of Default ” shall mean any Event of Default or Redemption Event under, and as defined in, the Investment Agreements and shall in any event include, without limitation, any payment default on any of the Obligations after the expiration of any applicable grace period.
“ Financial Asset ” shall have the meaning given such term in Section 8-102(a)(9) of the UCC.
“ General Intangible ” shall have the meaning given such term in Section 9-102(a)(42) of the UCC.
“ Indemnitees ” shall have the meaning set forth in Section 12 hereof.
“ Instrument ” shall have the meaning given such term in Section 9-102(a)(47) of the UCC.
“ Investment Agreements ” shall have the meaning set forth in the recitals hereto.
 
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“ Investment Property ” shall have the meaning given such term in Section 9-102(a)(49) of the UCC.
“ Lender ” shall have the meaning set forth in the recitals hereto.
“ Location ” of the Pledgor has the meaning given such term in Section 9-307 of the UCC.
“ Mr.  Wang ” shall have the meaning set forth in the recitals hereto.
“ Obligations ” shall have the meaning set forth in Section 1 hereof.
“ Pledgee ” shall have the meaning set forth in the first paragraph hereof.
“ Pledgor ” shall have the meaning set forth in the first paragraph hereof.
“ Preferred Shares ” shall have the meaning set forth in the recitals hereto.
“ Proceeds ” shall have the meaning given such term in Section 9-102(a)(64) of the UCC.
“ Registration Rights Agreement ” shall mean the Registration Rights Agreement dated as of 24 March 2017 (as amended, modified, restated and/or supplemented from time to time) between the Pledgor and the Target pursuant to which the Issuer has granted to the Pledgor certain registration rights with respect to the Stock.
“ Registered Organization ” shall have the meaning given such term in Section 9-102(a)(70) of the UCC.
“ RRA Rights ” shall mean all of the Pledgor’s interests in the Registration Rights Agreement, including, without limitation, (i) the right to request a “Demand Registration” and/or a “PiggyBack Registration” (in each case as defined in the Registration Rights Agreement) (ii) any and all rights to receive and compel performance under the Registration Rights Agreement and (iii) any and all other rights, interests and claims now existing or in the future arising in connection with the Registration Rights Agreement.
“ Secured Debt Agreements ” shall mean and includes the “Finance Documents” as such term is defined in the Senior Facility Agreement and/or the “Investment Documents” as such term is defined in the Junior Investment Agreement (as applicable).
“ Securities Act ” shall mean the Securities Act of 1933, as amended, as in effect from time to time.
“ Securities Intermediary ” shall have the meaning given such term in Section 8-102(14) of the UCC.
“ Security ” and “ Securities ” shall have the meaning given such term in Section 8-102(a)(15) of the UCC and shall in any event also include all Stock.
 
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“ Security Entitlement ” shall have the meaning given such term in Section 8-102(a)(17) of the UCC.
“ Stock ” shall mean all the shares of capital stock of the Target acquired or to be acquired by the Pledgor pursuant to the terms of the SPA.
“ Supporting Obligation ” shall have the meaning given such term in Section 9-102(a)(78) of the UCC.
“ Termination Date ” shall have the meaning set forth in Section 19 hereof.
“ UCC ” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time; provided that all references herein to specific Sections or subsections of the UCC are references to such Sections or subsections, as the case may be, of the Uniform Commercial Code as in effect in the State of New York on the date hereof.
“ Uncertificated Security ” shall have the meaning given such term in Section 8-102(a)(18) of the UCC.
3. PLEDGE OF COLLATERAL
3.1 Pledge . To secure the Obligations now or hereafter owed or to be performed by the Borrower, the Pledgor does hereby grant, pledge and collaterally assign to the Pledgee, and does hereby create a continuing security interest in favor of the Pledgee in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, and subject to Section 3.3 and Section 6 hereof, the “ Collateral ”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by the Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Investment Agreements to be deposited in such Collateral Account from time to time, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing:
(b) all Securities with respect to the Target owned or held by the Pledgor;
(c) all Security Entitlements owned by the Pledgor from time to time in any and all of the foregoing;
(d) all RRA Rights;
(e) all General Intangibles and Supporting Obligations relating to the RRA Rights; and
 
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(f) all Proceeds of any and all of the foregoing.
3.2 Procedures . (a) Without prejudice to Clause 19.31 ( Conditions Subsequent ) of the Senior Facility Agreements, to the extent that the Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by the Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, the Pledgor shall (to the extent provided below) take the following actions as set forth below (as promptly as practicable and, in any event, within ten (10) days after it obtains such Collateral) for the benefit of the Pledgee:
(i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the Pledgor shall physically deliver such Certificated Security to the Pledgee in New York, New York, with relevant stock powers endorsed in blank as soon as practicable after the Closing Date, but in any event, within ten (10) days after the date of this Agreement;
(ii) with respect to the Uncertificated Security credited on the books of a Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary to effect the foregoing;
(iii) for each Collateral Account, the Pledgor shall cause the bank or Securities Intermediary with which the Collateral Account is maintained to execute and deliver to the Pledgee within thirty (30) days after (A) the date of this Agreement or, (B) if later, at the time of the establishment of the respective Collateral Account, a “control agreement” in form and substance satisfactory to the Pledgee (and which otherwise meets the requirements of Section 8-106(c) or (d) (as applicable) of the UCC). If any bank or Securities Intermediary with which a Collateral Account is maintained refuses to, or does not, enter into such a “control agreement”, then the Pledgor shall promptly (and in any event within thirty (30) days after (A) the date of this Agreement or, (B) if later, thirty (30) days after the establishment of such Collateral Account) close the respective Collateral Account and transfer all Collateral therein to another Collateral Account meeting the requirements of this paragraph. If any bank or Securities Intermediary with which a Collateral Account is maintained refuses to subordinate all its claims with respect to such Collateral Account to the Pledgee’s security interests therein on terms satisfactory to the Pledgee, then the Pledgee, at its option, may (x) require that such Collateral Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Pledgee may at any time, at its option, subsequently require that such Collateral Account be terminated (within thirty (30) days after notice from the Pledgee in accordance with the requirements of the immediately preceding sentence; and
 
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(iv) with respect to the Collateral relating to the RRA Rights, the Pledgor shall deliver a notice to the Target in substantially the form set out in Annex D no later than the earlier of (A) the date on which a Form 13D filing is made with the Securities and Exchange Commission with respect to the Acquisition, and (B) the date falling thirty (30) days after the Closing Date, it being understood and agreed that the Pledgor shall not be required to, and Pledgee shall not, deliver any such notice (or equivalent notice) to the Target prior to the Closing Date.
(b) In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, the Pledgor shall take the following additional actions with respect to the Collateral:
(i) with respect to all Collateral of the Pledgor whereby or with respect to which the Pledgee may obtain “Control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), the Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “Control” of such Collateral is obtained and at all times held by the Pledgee; and
(ii) the Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in the Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant States, including, without limitation, Section 9-312(a) of the UCC) is so perfected.
3.3 Subsequently Acquired Collateral . If the Pledgor shall acquire (by purchase, stock dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will thereafter take (or cause to be taken) all actions (as promptly as practicable and, in any event, within ten (10) days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee a certificate executed by an authorized officer of the Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Parties) hereunder.
3.4 Transfer Taxes . The pledge of Collateral under Section 3.1 or Section 3.3 hereof shall be accompanied by any transfer tax stamps required in connection with the pledge of such Collateral.

3.5 Certain Representations and Warranties Regarding the Collateral . The Pledgor represents and warrants that on the date hereof: (i) on the Closing Date, the Stock held by the Pledgor consists of the number and type of shares of the stock of the Target as described in Annex B hereto; (ii) on the Closing Date, such Stock referenced in clause (i) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the Target as is set forth in Annex B hereto; (iii) the Pledgor will comply with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annex B hereto by the date specified in Section 3.2(a); (iv) on the Closing Date, the Pledgor owns no other Securities or Stock with respect to the Target other than the Collateral; and (iv) on the Closing Date, Annex C hereto accurately sets forth, each Collateral Account maintained by the Pledgor (including a description thereof and the respective account number), the name of the respective bank with which such Collateral Account is maintained and the jurisdiction of the respective bank with respect to such Collateral Account.
4. APPOINTMENT OF SECURITIES INTERMEDIARY. The Pledgee shall have the right to appoint a Securities Intermediary (if applicable) for the purpose of retaining physical possession of the Collateral.
5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default under the Investment Agreements, the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral owned by it, and to give consents, waivers or ratifications in respect thereof; provided that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of any Secured Debt Agreement, or which could reasonably be expected to have the effect of impairing the security interest of the Pledgee in the Collateral, unless expressly permitted by the terms of any Secured Debt Agreements. All such rights of the Pledgor to vote and to give consents, waivers and ratifications shall, upon written notice from the Pledgee to the Pledgor in accordance with Section 8 hereof, cease in case an Event of Default has occurred and is continuing, and Section 8 hereof shall become applicable.
6. DIVIDENDS AND OTHER DISTRIBUTIONS. The Pledgor shall procure that all cash dividends, cash distributions, cash Proceeds and other cash amounts payable in respect of the Collateral are deposited into the Designated Securities Account pursuant to Clause 19.17 ( Designated Securities Account ) of the Senior Facility Agreement. The Pledgor agrees that each of the following items shall constitute Collateral under this Agreement and it shall take such action as required under Sections 3.2 and 3.3 with respect to each such item as and when it receives the same:
(i) all other or additional stock, instruments or other securities or property paid or distributed by way of dividend or otherwise in respect of the Collateral;
(ii) all other or additional stock, instruments or other securities or property paid or distributed in respect of the Collateral by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and
(iii) all other or additional stock, instruments or other securities or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate or other reorganization,
 
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provided that any of the foregoing paid or distributed in cash shall be subject to the first sentence of this Section 6.
All dividends, distributions or other payments which are received by the Pledgor contrary to the provisions of this Section 6 or Section 8 hereof shall be received in trust for the benefit of the Pledgee, shall be segregated from other property or funds of the Pledgor and shall, upon the occurrence and during the continuance of an Event of Default, be forthwith paid over to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).
7. REGISTRATION RIGHTS AGREEMENT
(a) The Pledgor shall not amend or waive any of its rights under the Registration Rights Agreement without the prior written consent of the Pledgee. The Pledgor will not take any action to impair the rights of the Pledgee in the Registration Rights Agreement.
(b) Anything herein to the contrary notwithstanding, the Pledgor shall remain liable under the Registration Rights Agreement to observe and perform all of the conditions and obligations to be observed and performed by it thereunder for so long as it is a party thereto, all in accordance with and pursuant to its terms and provisions. Neither the Pledgee nor any other Secured Party shall have any obligation or liability under the Registration Rights Agreement by reason of or arising out of the security interest granted under this Agreement, nor shall the security interest granted under this Agreement in and of itself result in the Pledgee or any other Secured Party being obligated in any manner to perform any of the obligations of the Pledgor under or pursuant to the Registration Rights Agreement, to make any payment, to make any inquiry as to the nature or the sufficiency of any performance by any party under the Registration Rights Agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times.
8. REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies of a secured party on default (whether vested in it by this Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights:
(i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgor;
(ii) subject to five (5) days prior notice from the Pledgee to the Pledgor, to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees (or the Securities Intermediary’s nominee or nominees, if applicable);
 
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(iii) subject to five (5) days prior notice from the Pledgee to the Pledgor (unless the manner of the vote precludes otherwise, or the requirement to provide such notice would reasonably be expected to have a Material Adverse Effect), to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (the Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of the Pledgor, with full power of substitution to do so);
(iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by the Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided at least ten (10) days written notice of the time and place of any such sale shall be given to the Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. The Pledgee shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto;
(v) to set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all accounts established and maintained by the Pledgee in the name of the Pledgor to which the Collateral may be credited, and to apply such cash and other Collateral to the payment of any and all Obligations;
(vi) exercise the RRA Rights; and
(vii) instruct all banks or security intermediaries which have entered into a control agreement with the Pledgee to transfer all monies, securities and instruments held by such depositary bank or security intermediaries to the Designated Securities Account or such other account designated by the Pledgee.
 
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9. REMEDIES, CUMULATIVE, ETC. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on the Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances (unless such notice is otherwise required herein) or constitute a waiver of any of the rights of the Pledgee to any other or further action in any circumstances without notice or demand.
10. APPLICATION OF PROCEEDS. All monies collected by the Pledgee upon any sale or other disposition of the Collateral pursuant to the terms of this Agreement, together with all other monies received by the Pledgee hereunder, shall be applied in the manner provided in the Invesment Agreements (subject to the terms of the Intercreditor Agreement).
11. PURCHASERS OF COLLATERAL. (a) Upon any sale of the Collateral by the Pledgee hereunder (whether by virtue of the power of sale herein granted, pursuant to judicial process or otherwise), the receipt of the Pledgee or the officer making such sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Pledgee or such officer or be answerable in any way for the misapplication or nonapplication thereof.
(b) It is understood and agreed that the Pledgor shall not be liable for any deficiency between the amount of the proceeds of the Collateral pledged by it hereunder and the amount of the Obligations.
12. INDEMNITY. The Pledgor agrees (i) to indemnify, reimburse and hold harmless the Pledgee and its successors, assigns, employees, agents (including, but not limited to, any Securities Intermediary, safekeeping agent and/or custodial agent) and affiliates (individually an “ Indemnitee ”, and collectively, the “ Indemnitees ”) from and against any and all obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’ fees and expenses, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent incurred or arising by reason of gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for
 
11

any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of the Pledgor under this Section 12 are unenforceable for any reason, the Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of the Pledgor contained in this Section 12 shall continue in full force and effect.
13. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) The Pledgor agrees that it will join with the Pledgee in, at the Pledgor’s own expense, filing and refiling under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically as collateral) without the signature of the Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.
(b) The Pledgor hereby constitutes and appoints the Pledgee its true and lawful attorney-in-fact, irrevocably, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time after the occurrence and during the continuance of an Event of Default, in the Pledgee’s discretion, to act, require, demand, receive and give acquittance for any and all monies and claims for monies due or to become due to the Pledgor under or arising out of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney is coupled with an interest.
14. TRANSFER BY THE PLEDGOR. Except as permitted pursuant to the Investment Agreements (subject to the terms of the Intercreditor Agreement), the Pledgor will not sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral or any interest therein.
15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor represents, warrants and covenants that:
(i) on and after the Closing Date, it is the legal, beneficial and record owner of, and has good and marketable title to, all of its Collateral and that it has sufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement or permitted under the other Secured Debt Agreements);
 
12

(ii) on and after the Closing Date, it has full power, authority and legal right to pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made and except for the Registration Requirements, no consent of any other party (including, without limitation, any stockholder, or creditor of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance of this Agreement by the Pledgor, (b) the validity or enforceability of this Agreement against the Pledgor (except as set forth in clause (iii) above), (c) the perfection or enforceability of the Pledgee’s security interest in the Pledgor’s Collateral or (d) except for compliance with or as may be required by applicable securities laws or the Registration Rights Agreement, the exercise by the Pledgee of any of its rights or remedies provided herein;
(v) neither the execution, delivery or performance by the Pledgor of this Agreement, nor compliance by it with the terms and provisions hereof and thereof nor the consummation of the transactions contemplated therein: (i) will contravene any provision of any applicable law, statute, rule or regulation, or any applicable order, writ, injunction or decree of any court, arbitrator or governmental instrumentality, domestic or foreign, applicable to the Pledgor; (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the properties or assets of the Pledgor pursuant to the terms of any indenture, lease, mortgage, deed of trust, credit agreement, loan agreement or any other material agreement, contract or other instrument to which the Pledgor is a party or is otherwise bound, or by which it or any of its properties or assets is bound or to which it may be subject; or (iii) will violate any provision of the certificate of incorporation, by-laws, (or equivalent organizational documents), as the case may be, of the Pledgor;
(vi) on and after the Closing Date, all the Pledgor’s Collateral (consisting of Securities) has been duly and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights;
(vii) the pledge, collateral assignment and delivery to the Pledgee in New York of such Pledgor’s Collateral consisting of Certificated Securities pursuant to this Agreement and the maintenance of such Certificated Securities by the Pledgee or its Safekeeping Agent in New York creates a valid and perfected first priority security interest in such Certificated Securities, and the proceeds thereof, subject to no prior lien
 
13

or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of the Pledgor which would include the Securities (other than the liens and security interests permitted under the Secured Debt Agreements then in effect) and the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to perfect security interests in respect of such Collateral; and
(viii) “Control” has been obtained by the Pledgee over all of the Pledgor’s Collateral consisting of Securities or Collateral Accounts with respect to which such “Control” may be obtained pursuant to Section 8-106 of the UCC, except to the extent that the obligation of the Pledgor to provide the Pledgee with “Control” of such Collateral has not yet arisen under this Agreement.
(b) The Pledgor covenants and agrees that it will defend the Pledgee’s right, title and security interest in and to the Pledgor’s Collateral and the proceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee by the Pledgor as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee.
(c) The Pledgor covenants and agrees that it will take no action which would violate any of the terms of any Secured Debt Agreement.
16. LEGAL NAME; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION); JURISDICTION OF ORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBER; CHANGES THERETO; ETC. The exact legal name of the Pledgor, the type of organization of the Pledgor, whether or not the Pledgor is a Registered Organization, the jurisdiction of organization of the Pledgor, the Pledgor’s Location, the organizational identification number (if any) of the Pledgor, is listed on Annex A hereto. The Pledgor shall not change its legal name, its type of organization, its status as a Registered Organization (in the case of a Registered Organization), as the case may be, its jurisdiction of organization, its Location, its organizational identification number (if any) except that any such changes shall be permitted (so long as not in violation of the applicable requirements of the Secured Debt Agreements and so long as same do not involve (x) a Registered Organization ceasing to constitute same or (y) the Pledgor changing its jurisdiction of organization or Location from the United States or a State thereof to a jurisdiction of organization or Location, as the case may be, outside the United States or a State thereof) if (i) it shall have given to the Collateral Agent not less than fifteen (15) days’ prior written notice of each change to the information listed on Annex A (as adjusted for any subsequent changes thereto previously made in accordance with this sentence), together with a supplement to Annex A which shall correct all information contained therein for the Pledgor, and (ii) in connection with the respective such change or changes, it shall have taken all action reasonably requested by the Collateral Agent to maintain the security interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. In addition, to the extent that the Pledgor does not have an organizational identification number on the date hereof and later obtains one, the Pledgor shall promptly thereafter deliver a notification of the Collateral Agent of such organizational identification number and shall take all actions reasonably satisfactory to the Collateral Agent to the extent necessary to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby fully perfected and in full force and effect.
 
14

17. PLEDGOR’S OBLIGATIONS ABSOLUTE, ETC. The obligations of the Pledgor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever (other than termination of this Agreement pursuant to Section 19. hereof), including, without limitation:
(i) any renewal, extension, amendment or modification of, or addition or supplement to or deletion from any Secured Debt Agreement (other than this Agreement in accordance with its terms), or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof;
(ii) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument including, without limitation, this Agreement (other than a waiver, consent or extension with respect to this Agreement in accordance with its terms);
(iii) any furnishing of any additional security to the Pledgee or its assignee or any acceptance thereof or any release of any security by the Pledgee or its assignee;
(iv) any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any term thereof; or
(v) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Pledgor or any subsidiary of the Pledgor (if any), or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not the Pledgor shall have notice or knowledge of any of the foregoing.
18. SALE OF COLLATERAL WITHOUT REGISTRATION. (a) If an Event of Default shall have occurred and be continuing and the Pledgor shall have received from the Pledgee a written request or requests that the Pledgor cause any registration, qualification or compliance under any federal or state securities law or laws to be effected with respect to all or any part of the Collateral consisting of Securities, the Pledgor as soon as practicable and at its expense will use commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Collateral consisting of Securities, including, without limitation, registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other governmental requirements; provided , that the Pledgee shall furnish to the Pledgor such information regarding the Pledgee as the Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. The Pledgor will cause the Pledgee to be kept reasonably advised in writing as to
 
15

the progress of each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and will indemnify, to the extent permitted by law, the Pledgee participating in the distribution of such Collateral consisting of Securities against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to the Pledgor by the Pledgee expressly for use therein.
(b) If at any time when the Pledgee shall determine to exercise its right to sell all or any part of the Collateral consisting of Securities pursuant to Section 8 hereof, and such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, the Pledgee may, in its sole and absolute discretion, sell such Collateral or part thereof by private sale in such manner and under such circumstances as the Pledgee may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Pledgee, in its sole and absolute discretion (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In the event of any such sale, the Pledgee shall incur no responsibility or liability for selling all or any part of the Collateral at a price which the Pledgee, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid.
(c) The obligations of the Pledgor hereunder are without prejudice to the RRA Rights and the Pledgee’s rights thereto and security interest therein.
19. TERMINATION; RELEASE. (a) On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 12 hereof shall survive any such termination) and the Pledgee, at the request and expense of the Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any agent thereof or in the Designated Securities Account and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an
 
16

Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii). As used in this Agreement, “ Termination Date ” shall mean the date upon which the Commitments under the Senior Facility Agreement and the Investments under the Junior Investment Agreement have been terminated, and all other Obligations (other than indemnities described in Section 12 hereof and described in the Investment Agreements, and any other indemnities set forth in any other Secured Debt Agreements, in each case which are not then due and payable) then due and payable or redeemable have been paid in full.
(b) In the event that any part of the Collateral is sold or otherwise disposed of, in connection with a sale or disposition permitted by the terms of the Investment Agreements or is otherwise released at the direction of the Lender and the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Investment Agreements, to the extent required to be so applied, the Pledgee, at the request and expense of the Pledgor, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by the Securities Intermediary designated pursuant to Section 4 hereto, such Securities Intermediary) and has not theretofore been released pursuant to this Agreement.
(c) At any time that the Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of the Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof. If reasonably requested by the Pledgee (although the Pledgee shall have no obligation to make any such request), the Pledgor shall furnish appropriate legal opinions (from counsel, reasonably acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence.
20. NOTICES, ETC. (a) Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter.
(b) The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication or document to be made or delivered under or in connection with this Agreement is:
(i) in the case of the Pledgor, that identified with its name on the signature pages below;
(ii) in the case of any permitted assignee of the Pledgee, that notified in writing to the Pledgee on or prior to the date on which it becomes a party; and
(iii) in the case of the Pledgee, at:
 
17

Lord Central Opportunity V Limited
Commence Overseas Limited of Commerce Chambers
P.O. Box 2208
Road Town, Tortola
British Virgin Islands
Attention: Jon Robert Lewis
Facsimile: +(1) 284 494 2889
With a copy to:
15/F, AIA Central
1 Connaught Road Central
Hong Kong
Attention: Jon Robert Lewis
or any substitute address and fax number or department or officer as the party may notify to the Pledgee (or the Pledgee may notify to the other parties, if a change is made by the Pledgee) by not less than five (5) Business Days’ notice.
(c) (i) Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective:
(A) if by way of fax, when received in legible form; or
(B) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;
and, if a particular department or officer is specified as part of its address details provided under (b) above, if addressed to that department or officer.
(ii) communication or document to be made or delivered to the Pledgee will be effective only when actually received by the Pledgee and then only if it is expressly marked for the attention of the department or officer identified with the Pledgee’s signature below (or any substitute department or officer as the Pledgee shall specify for this purpose).
(iii) Any communication or document made or delivered to the Pledgor in accordance with this Section 20 will be deemed to have been made or delivered to the Borrower.
21. WAIVER; AMENDMENT. None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever except in accordance with the requirements specified in the Investment Agreements (subject to the terms of the Intercreditor Agreement).
 
18

22. SUCCESSORS AND ASSIGNS. This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect, subject to release and/or termination as set forth in Section 19, (ii) be binding upon the Pledgor, its successors and assigns; provided , however , that the Pledgor shall not assign any of its rights or obligations hereunder without the prior written consent of the Pledgee, and (iii) inure, together with the rights and remedies of the Pledgee hereunder, to the benefit of the Pledgee and its respective successors, transferees and assigns permitted under the Investment Agreements (subject to the terms of the Intercreditor Agreement).
23. HEADINGS DESCRIPTIVE. The headings of the several Sections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.
24. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PLEDGOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. THE PLEDGOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER THE PLEDGOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER THE PLEDGOR. THE PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PLEDGOR AT ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION 20 ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. THE PLEDGOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PLEDGEE UNDER THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE PLEDGOR IN ANY OTHER JURISDICTION.
 
19

(b) THE PLEDGOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
25. PLEDGOR’S DUTIES. It is expressly agreed, anything herein contained to the contrary notwithstanding, that the Pledgor shall remain liable to perform all of the obligations, if any, assumed by it with respect to the Collateral and the Pledgee shall not have any obligations or liabilities with respect to any Collateral by reason of or arising out of this Agreement, nor shall the Pledgee be required or obligated in any manner to perform or fulfill any of the obligations of the Pledgor under or with respect to any Collateral.
26. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Pledgor and the Pledgee.
27. SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
28. NO RECOURSE. Notwithstanding anything to the contrary contained herein or in any other Finance Document, the Pledgee’s sole recourse to the Pledgor for any of the Obligations or in respect of any representations, warranties, covenants and agreements on the part of the Pledgor contained herein shall be solely and exclusively to the Collateral.
29. CONFLICT. The provisions of this Agreement shall be subject to the provisions of the Intercreditor Agreement and in the event of any conflict between such the provisions of this Agreement and the provisions of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall prevail.
****
 
20

IN WITNESS WHEREOF, the Pledgor and the Pledgee have caused this Agreement to be executed by their duly elected officers duly authorized as of the date first above written.

Address:	  		  		
		
Unit 1904, 19/F
Podium Plaza
5 Hanoi Road
Tsim Sha Tsui, Kowloon
Hong Kong
Tel: +852 3897 9800
Fax: +852 3184 0111	  	SUN WISE (UK) CO.,LTD
    as Pledgor	
			
	  	By:	  	/s/ Yongli Wang
Name: Yongli Wang
Title: Director	
Project Sealion – Security Agreement
(Signature pages)

			
Accepted and Agreed to:	
	
LORD CENTRAL OPPORTUNITY V LIMITED	
	 	as Pledgee	
		
By:	 	/s/ Jon Robert Lewis	
	 	Name: Jon Robert Lewis	
	 	Title: Authorised Signatory	
Project Sealion – Security Agreement
(Signature pages)

ANNEX A
to
SECURITY AGREEMENT
SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION
(AND WHETHER A REGISTERED ORGANIZATION), JURISDICTION OF ORGANIZATION,
LOCATION, ORGANIZATIONAL IDENTIFICATION NUMBERS
AND FEDERAL EMPLOYER IDENTIFICATION NUMBERS

Exact Legal
Name of The
Pledgor	  	Type of Organization (or, if
the Pledgor is an Individual,
so indicate)	  	Registered
Organization?
(Yes/No)	  	Jurisdiction of
Organization	  	Pledgor’s
Location (for
purposes of NY
UCC§ 9-307)	  	Pledgor’s Organization
Identification Number (or, if it has
none, so indicate)	
Sun Wise (UK) Co., Ltd	  	Corporation	  	Yes	  	United Kingdom	  	Hong Kong	  	10662894	

ANNEX B
to
SECURITY AGREEMENT
SCHEDULE OF STOCK

Type of Shares	  	Number of
Shares	 	  	Certificate
No.	 	  	Percentage Owned	 	
Common Stock	  	 	2,650,000	 	  	 	SWE 0453	 	  	 	21.45% in aggregate	 	
	  	 	2,650,000	 	  	 	SWE 0454	 	  				
	  	 	2,650,000	 	  	 	SWE 0456	 	  				
	  	 	2,650,000	 	  	 	SWE 0455	 	  				
	  	 	5,220,811	 	  	 	SWE 0450	 	  				
	  	 	493,827	 	  	 	SWE 0443	 	  				
	  	 	555,394	 	  	 	SWE 0449	 	  				
	  	 	506,711	 	  	 	SWE 0445	 	  				
	  	 	132,040	 	  	 	SWE 0511	 	  				
	  	 	570,487	 	  	 	SWE 0447	 	  				
	  	 	445,853	 	  	 	SWE 0446	 	  				
	  	 	679,058	 	  	 	SWE 0442	 	  				
	  	 	247,882	 	  	 	SWE 0444	 	  				
Total :	  	 	19,452,063	 	  				  				

ANNEX C
to
SECURITY AGREEMENT
SCHEDULE OF COLLATERAL ACCOUNTS

Description of
Collateral Account	  	Account Number	  	Name of Bank, Address
and Contact Information	  	Jurisdiction of Bank
(determined in
accordance with UCC §
9-304)	
Custody Account for
Sun Wise (UK) Co., Ltd	  	N/A	  	Citibank N.A.	  	New York	

ANNEX D
to
SECURITY AGREEMENT
FORM OF TARGET NOTICE
[•], 2017
Seaworld Entertainment, Inc. (the “Target”)
9205 South Park Center Loop, Suite 400
Orlando, FL 32819
Attention: General Counsel
Re: Sun Wise (UK) Co., Ltd
Ladies and Gentlemen:
By way of background:
 
1.	PA Eminent Opportunity VI Limited as lender (the “ Senior Lender ”) has entered into a US$150,000,000 Facility Agreement, dated                     2017 (as amended, modified, restated and/or supplemented from time to time, the “ Senior Facility Agreement ”), with Sun Wise Oriented (HK) Co., Limited as borrower (the “ Borrower ”) and Sun Wise (UK) Co., Ltd as guarantor (the “ Guarantor ”), in order to provide the Borrower with the Loan (as defined in the Senior Facility Agreement, the “ Senior Loan ”);	
 
2.	China Huarong International Holdings Limited as investor (the “ Junior Investor ”) has entered into an investment agreement dated as of                      2017 (together with the terms of the Preferred Shares (as defined below) set out in the memorandum and articles of the Pledgor, as they may be amended, modified, restated and/or supplemented from time to time, herein referred to as the “ Junior Investment Agreement ”, and collectively with the Senior Facility Agreement, the “ Investment Agreements ”), with the Guarantor, the Borrower and Mr. Wang Yonghong for the subscription by the Junior Investor of redeemable preferred shares (the “ Preferred Shares ”) issued by the Guarantor for a subscription price of US$100,000,000 (the “ Junior Investment ”, and together with the Senior Loan, the “ Investments ”) to the Guarantor; and	
 
3.	In connection with the Investments, the Guarantor, the Borrower, the Senior Lender and the Junior Investor have entered into an intercreditor deed, dated                      2017 (as amended, modified, restated and/or supplemented from time to time, the “ Intercreditor Deed ”), pursuant to which Lord Central Opportunity V Limited has been appointed as security agent (the “ Security Agent ”) to hold the Collateral (as defined herein) for and on behalf of the Senior Lender and the Junior Investor pursuant to the terms set out in the Intercreditor Agreement.	

ANNEX D
to
SECURITY AGREEMENT
We hereby notify you that in connection with the Investments:
 
A.	We have pledged certain common shares of the Target (the “ Target Shares ”) to the Security Agent, pursuant to the Security Agreement, dated                      2017, between the Guarantor as pledgor and the Security Agent, as pledgee (as amended, modified, restated and/or supplemented from time to time, the “ Security Agreement ”).	
 
B.	In order to facilitate the sale of the Target Shares upon an Event of Default, under and pursuant to the Security Agreement we have granted to the Security Agent a security interest in our interest under the Registration Rights Agreement (the “ Registration Rights Agreement ”) dated 24 March 2017 between you and the Guarantor, including without limitation the right to make a “Demand Registration” and a “Piggyback Registration” as defined thereto.	
[Remainder of page intentionally left blank]

ANNEX D
to
SECURITY AGREEMENT

Very truly yours,	
	
SUN WISE (UK) CO., LTD	
		
By:	 	 	
Name:	 		
Title:	 		

Exhibit 99.9
Execution Version
DATED 8 May 2017
CHINA HUARONG INTERNATIONAL HOLDINGS LIMITED

as Investor
and
SUN WISE ORIENTED (HK) CO., LIMITED

as Ordinary Shareholder
and
SUN WISE (UK) CO., LTD
as Company
and
MR. WANG YONGHONG

 
INVESTMENT AGREEMENT
IN RELATION TO
SUN WISE (UK) CO., LTD

 

SIDLEY AUSTIN
LEVEL 39
TWO INT’L FINANCE CENTRE
8 FINANCE STREET
CENTRAL, HONG KONG
Tel: (852) 2509 7888
Fax: (852) 2509 3110
Founded 1866

Table of Contents
							
Clause	  	Page	 	
			
1.	 	Definitions and Interpretation	  	 	2	 	
			
2.	 	Subscription	  	 	10	 	
			
3.	 	Consideration and Use of Proceeds	  	 	10	 	
			
4.	 	Conditions	  	 	10	 	
			
5.	 	Completion	  	 	12	 	
			
6.	 	Warranties	  	 	14	 	
			
7.	 	Post-Completion Undertakings	  	 	17	 	
			
8.	 	Investor Rights	  	 	19	 	
			
9.	 	Put Option	  	 	22	 	
			
10.	 	Security Value Ratio	  	 	23	 	
			
11.	 	Confidentiality	  	 	25	 	
			
12.	 	Costs	  	 	26	 	
			
13.	 	General	  	 	26	 	
			
14.	 	Notices	  	 	28	 	
			
15.	 	Governing Law and Dispute Resolution	  	 	29	 	
		
Schedule 1 Subscription Shares	  	 	32	 	
		
Schedule 2 Details of the Group Companies	  	 	33	 	
		
Schedule 3 Terms of the Preferred Shares	  	 	39	 	
		
Schedule 4 Warranties	  	 	47	 	
		
Schedule 5 Form of Put Option Notice	  	 	50	 	

THIS INVESTMENT AGREEMENT is made on 8 May 2017
BETWEEN:
 
(1)	CHINA HUARONG INTERNATIONAL HOLDINGS LIMITED  , a company incorporated under the laws of Hong Kong (company number 1845699) whose registered office is at China Huarong Tower, 60 Gloucester Road, Wanchai, Hong Kong (the “ Investor ”);	
 
(2)	SUN WISE ORIENTED (HK) CO., LIMITED  , a company incorporated under the laws of Hong Kong (company number 2318510) whose registered office is at Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong (the “ Ordinary Shareholder ”);	
 
(3)	SUN WISE (UK) CO., LTD , a private limited company incorporated under the laws of England and Wales with registration number 10662894 and whose business address is at 60 Strand, London, United Kingdom, WC2N 5LR (the “ Company ”);	
 
(4)	MR. WANG YONGHONG  , holder of PRC passport (no. E04014767) whose residential address is at  2  1204  (“ Mr.  Wang ”).	
WHEREAS:
 
(A)	As at the date of this Agreement, the Company has an issued share capital of GBP100 divided into 100 Ordinary Shares which have been issued to the Ordinary Shareholder as fully paid up. Mr. Wang is the ultimate beneficial owner of the Company.	
 
(B)	PAG wishes to invest in the Company and, in connection therewith, the Company has agreed to borrow from PAG, and PAG has agreed to grant to the Company, a US$150,000,000 loan facility upon and subject to the terms and conditions of the PAG Facility Agreement.	
 
(C)	The Investor wishes, subject to PAG Facility Utilisation, to invest in the Company and, in connection therewith, the Company has agreed to allot and issue to the Investor, and the Investor has agreed to subscribe for, the Subscription Shares upon and subject to the terms and conditions of this Agreement.	
IT IS AGREED as follows:
 
1.	Definitions and Interpretation	
 
1.1	Definitions	
In this Agreement (including the Recitals), where the context so admits, the following words and expressions shall have the following meanings:
“ Acquisition Documents ” means the documents entered into by the relevant parties in relation to the acquisition of 21% equity interest in SeaWorld;
 
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“ Affiliate ” means with respect to a person, any of such other persons described as follows:
 
 	(a)	if such person is an individual, such person’s parents, spouse, children, siblings and any other person(s) cohabiting as a spouse of such person; and	
 
 	(b)	if such person is an entity,	
 
 	(i)	such person’s subsidiaries, holding companies and the fellow subsidiaries of any such holding companies;	
 
 	(ii)	the trustees, acting in their capacity as such trustees, of any trust of which such person is a beneficiary or, in the case of a discretionary trust, is (to such person’s knowledge) a discretionary object; and	
 
 	(iii)	any other person in the equity capital of which (A) such person, (B) such other persons referred to in (b)(i) above, and/or (C) any of the trustees referred to in (b)(ii) above, acting in their capacity as such trustees, taken together are directly or indirectly interested so as to exercise or control the exercise of 30% or more of the voting power at general meetings, or to control the composition of a majority of the board of directors and any other person which is its subsidiary;	
“ Applicable Law ” means, in respect of any Person, any laws, rules, regulations, directives, decrees, treaties, or orders of any Authority, that are applicable to and binding on such person;
“ Authorities ” means any governments, courts, arbitral tribunals, governmental, regulatory or official authorities, departments or agencies of any governments, statutory or regulatory bodies, stock exchanges whether in the United Kingdom, Hong Kong, the PRC or elsewhere and “ Authority ” means any one of them;
“ Board ” means the board of directors of the Company from time to time;
“ Business Day ” means a day on which commercial banks are open for business in the United Kingdom and Hong Kong (excluding Saturdays, Sundays, public holidays in the United Kingdom or Hong Kong and any weekday on which Typhoon Signal No. 8 or higher is hoisted or a black rain storm warning is given in Hong Kong at any time during 9:00 a.m. to 5:00 p.m.);
“ Cash Account HK ” means the bank account with the following information:
Bank Account Name: SUN WISE ORIENTED (HK) Co., Limited
Bank Name: Wing Lung Bank Limited
Bank Address: 45 Des Voeux Road, Central, Hong Kong
Bank Swift Code: WUBAHKHH
Bank Code: 020
USD CURRENT ACCOUNT NO.:
601-016-06276
“ Cash Account UK ” has the meaning given to it in Clause 7.7;
 
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“ Cash Accounts ” means the Cash Account HK and the Cash Account UK;
“ Cash Top-Up Date ” has the meaning given to it in Clause 10.2.1;
“ Cash Top-Up Notice ” has the meaning given to it in Clause 10.2.1;
“ Claim ” has the meaning given to it in Clause 6.6.1;
“ Companies Ordinance ” means the Companies Ordinance (Chapter 622) of the Laws of Hong Kong;
“ Completion ” means completion of subscription of the Subscription Shares pursuant to Clause 5;
“ Completion Date ” means the date falling the first (1st) Business Day following the satisfaction (or waiver, if applicable) of all the Conditions other than those Conditions which, by their terms, are to be satisfied on such date (or such other date as may be agreed between the Parties in writing);
“ Condition ” means a condition set out in Clause 4 and “ Conditions ” means all those conditions;
“ Confidential Information ” has the meaning given to it in Clause 11.1;
“ Consideration ” means the amount to be paid by the Investor to the Company for subscription of the Subscription Shares as specified against its name in Schedule 1;
“ control ” means (a) the ownership or control (directly or indirectly) of more than 50% of the voting share capital of the relevant entity; or (b) the ability to direct the casting of more than 50% of the votes exercisable at general meetings of the relevant entity on all, or substantially all, matters; or (c) the right to appoint or remove directors of the relevant entity holding a majority of the voting rights at meetings of the board on all, or substantially all, matters; or (d) the ability to direct the decisions or the management and the day-to-day operations of the relevant entity;
“ Court ” has the meaning given to it in Clause 15.7.3;
“ Custodian ” means Citibank N.A.;
“ Director ” means director of the Company from time to time;
“ Discharge Time ” means the point in time at which all the claims by the Investor against the other parties under the Transaction Documents have been fully satisfied as determined by the Investor;
“ Dispute ” has the meaning given to it in Clause 15.2.1;
“ Encumbrance ” means any claim, charge, mortgage, security, lien, power of sale, hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind;
 
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“ Existing Notes ” means the HK$1,083,333,334 notes due 2018 issued by Joyful Wellness Limited  to FULLGOAL CHINA ACCESS RQFII FUND SPC;
“ GBP ” means the British pound sterling, the official currency of the United Kingdom;
“ Grantee ” has the meaning given to it in Clause 9.1;
“ Grantor(s) ” has the meaning given to it in Clause 9.1;
“ Group ” means the Company and its subsidiaries and investees from time to time, the holding companies of the Company and the subsidiaries of such holding companies, and “ member of the Group ” and “ Group Company ” shall be construed accordingly;
“ HK$ ” or “ HK Dollar ” means Hong Kong dollar, the lawful currency of Hong Kong;
“ HKIAC ” has the meaning given to it in Clause 15.4.2;
“ Hong Kong ” means the Hong Kong Special Administrative Region of the People’s Republic of China;
“ Indemnified Person ” has the meaning given to it in Clause 6.6.1;
“ Inter-creditor Deed ” means the inter-creditor deed between the Company, Zhonghong Zhuoye, Mr. Wang, PAG, the Investor and the Security Agent;
“ Investor Director(s) ” has the meaning given to it in Clause 8.4.1;
“ Long Stop Date ” means a date falling ten (10) Business Days after the date of this Agreement or such other date as may be agreed among the Parties in writing;
“ Loss ” has the meaning given to it in Clause 6.6.1;
“ Material Adverse Change ” means in relation to any company, any event, matter, fact, circumstance or change that would be (or could reasonably be expected to be) materially adverse to the business, operations, prospects, assets, liabilities or financial conditions of such company;
“ NYSE ” means The New York Stock Exchange;
“ Ordinance ” has the meaning given to it in Clause 15.7;
“ Ordinary Share(s) ” means ordinary shares in the capital of the Company;
“ PAG ” means PA Eminent Opportunity VI Limited, a BVI business company incorporated under the laws of the British Virgin Islands with registered number 1940944 and whose registered office is at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands;
 
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“ PAG Facility Agreement ” means the US$150,000,000 facility agreement entered into between the Company as borrower, the Ordinary Shareholder as guarantor and PAG as lender on or about the date of this Agreement, providing for the making of a term loan facility of US$150,000,000 to the Company by PAG (as amended, modified, restated and/or supplemented from time to time);
“ PAG Facility Documents ” means the PAG Facility Agreement and all documentation (including without limitation security and guarantee documents) in relation to or in connection with the PAG Facility Agreement (as amended, modified, restated and/or supplemented from time to time);
“ PAG Facility Utilisation ” means full utilisation or drawdown of the facility pursuant to the terms of the PAG Facility Agreement;
“ Parties ” means the named parties to this Agreement and their respective successors, assigns and legal personal representatives and “ Party ” means any one of them;
“ PRC ” means the People’s Republic of China excluding, for the purposes of this Agreement, Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan (Republic of China);
“ Preferred Shares ” means the Class B redeemable preferred shares in the share capital of the Company, having the rights, preferences and privileges as substantially set out in Schedule 3;
“ Put Option ” has the meaning given to it in Clause 9.1;
“ Put Option Completion ” has the meaning given to it in Clause 9.4.1;
“ Put Option Notice ” has the meaning given to it in Clause 9.3.1;
“ Put Option Sale Price ” has the meaning given to it in Clause 9.2;
“ Put Option Shares ” has the meaning given to it in Clause 9.1;
“ Relevant Securities ” means shares or other equity securities acquired or owned by or on behalf of any Group Company or in respect of which an Encumbrance has been granted to or created in favour of any Group Company from time to time;
“ Representative ” means, with respect to a particular person, any director, officer, employee, agent, adviser or Affiliates;
“ Restated Articles ” has the meaning given to it in Clause 4.1.3;
“ Rules ” has the meaning given to it in Clause 15.4.2;
“ SeaWorld ” means SeaWorld Entertainment, Inc, a Delaware corporation the shares of which are listed on the NYSE (NYSE:SEAS);
“ Seaworld Share Charge ” means a share charge to be executed and delivered by the Company in favour of the Security Agent in respect of all SeaWorld Shares held or to be held by the Company;
 
5

“ Seaworld Shares ” means shares in the capital of SeaWorld;
“ Securities Account ” means the bank account in the name of the Company held with Citibank with the account number specified in the relevant Security Documents or any other bank account subject to, and falling with the definition of “Custodian Account” in, the relevant Security Documents;
“ Security Agent ” means Lord Central Opportunity V Limited, a BVI business company incorporated under the laws of the British Virgin Islands with registered number 1931378 and whose registered office is at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands;
“ Security Documents ” means:
 
 	(a)	the SeaWorld Share Charge;	
 
 	(b)	a custody and control agreement between the Company, the Security Agent and the Custodian;	
 
 	(c)	a custodian account agreement between the Company and Custodian;	
 
 	(d)	a share charge to be executed and delivered by  in favour of the Investor in respect of 69.889% equity interest in   ;	
 
 	(e)	a deed of guarantee to be given by Zhonghong Zhuoye in favour of the Investor;	
 
 	(f)	a deed of guarantee to be given by Mr. Wang in favour of the Investor;	
 
 	(g)	the Inter-creditor Deed; and	
 
 	(h)	such other security document(s) designated by the Investor as such.	
“ Subscription Shares ” means the Preferred Shares to be subscribed by the Investor under this Agreement and set out against its name in Schedule 1;
“ Sun Wise UK Share Charge ” means a share charge dated 5 May 2017 and delivered by the Ordinary Shareholder in favour of Fullgoal China Access RQFII Fund SPC in respect of the entire issued share capital of the Company held by the Ordinary Shareholder;
“ Surviving Provisions ” means Clauses 1, 6.6, 9, 12, 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.7, 13.11, 14 and 15;
“ Top-Up Cash ” has the meaning given to it in Clause 10.2.1;
“ Transaction Documents ” means:
 
 	(a)	this Agreement;	
 
 	(b)	the Security Documents;	
 
6

 	(c)	the articles of association of the Company (as amended, restated, replaced or supplemented by the Restated Articles or from time to time);	
 
 	(d)	the letter between PAG and the Investor in connection with the Inter-creditor Deed; and	
 
 	(e)	such other document(s) designated by the Investor as such;	
“ Tribunal ” has the meaning given to it in Clause 15.4.4;
“ US$ ” or “ US Dollar ” means United States dollar, the lawful currency of the United States of America;
“ Warranties ” means the representations and warranties given by the Ordinary Shareholder and the Company pursuant to Clause 6 and Schedule 4 and “ Warranty ” means any one of them; and
“ Zhonghong Zhuoye ” means Zhonghong Zhuoye Group Co. Ltd. (   ), a company established under the laws of the PRC and whose business address at 2015-431 Cyberport Building, High-tech Street 258, High-tech Industrial Development Zone (New Urban Area), Urumqi, Xinjiang, China (   (  )  258  2015-431  ).
 
1.2	Modification, etc. of Legislation	
Any references, express or implied, to statutes or statutory provisions shall be construed as references to those statutes or provisions as respectively amended or re- enacted or as their application is modified from time to time by other provisions (whether before or after the date of this Agreement) and shall include any statutes or provisions of which they are re-enactments (whether with or without modification) and any orders, regulations, instruments or other subordinate legislation under the relevant statute or statutory provision.
 
1.3	Clauses, Schedules, etc.	
References in this Agreement to Clauses and Schedules are to clauses in, and schedules to, this Agreement (unless the context otherwise requires). The Recitals and Schedules to this Agreement shall be deemed to form part of this Agreement.
 
1.4	Headings	
Headings are inserted for convenience only and shall not affect the construction of this Agreement.
 
1.5	Subsidiary and Holding Company	
In this Agreement, the expression “ subsidiary ” and “ holding company ” shall have the same meanings as their respective definitions in the Companies Ordinance provided that any reference therein to a company shall be deemed to include a reference to a body corporate incorporated or established outside Hong Kong or under any other statutory provisions.
 
7

1.6	Persons	
References to:
 
 	1.6.1	“ persons ” shall include natural person, bodies corporate, unincorporated associations and partnerships (whether or not having separate legal personality);	
 
 	1.6.2	“ month ” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:	
 
 	(a)	if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and	
 
 	(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and	
 
 	1.6.3	the word “ including ” shall be deemed to be followed by “ without limitation ” or “ but not limited to ” whether or not they are followed by such phrases or words of like import.	
 
1.7	Writing	
References to “ writing ” or “ written ” shall include any methods of producing or reproducing words in a legible and non-transitory form but, for the avoidance of doubt, shall not include e-mail.
 
1.8	Gender	
The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa .
 
1.9	Construction of Certain References	
 
 	1.9.1	In construing this Agreement:	
 
 	(a)	the rule known as the ejusdem generis rule shall not apply and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; and	
 
 	(b)	general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.	
 
 	1.9.2	This Agreement may not be construed adversely to a Party only because that Party was responsible for preparing it.	
 
8

1.10	Business Day	
Where under this Agreement the day on which any act, matter or thing is to be done is a day other than a Business Day, such act, matter or thing shall be done on the immediately succeeding Business Day.
 
1.11	Agreed Form	
A reference to a document being in the “ agreed form ” means, in relation to any document, the form of that document which has been initialled for the purpose of identification by or on behalf of the Company and the Investors.
 
2.	Subscription	
Subject to the terms and conditions of this Agreement, the Company shall allot and issue, and the Investor shall subscribe for, the Subscription Shares, fully paid and free from all Encumbrances whatsoever and together with all rights attaching or accruing to them at Completion.
 
3.	Consideration and Use of Proceeds	
 
3.1	Consideration	
The Consideration shall be paid by the Investor in accordance with Clause 5.2.2, the payment in such manner of which shall constitute a good and full discharge of all the Investor’s obligations to pay the Consideration under this Agreement.
 
3.2	Use of Consideration	
The Company shall apply the Consideration solely for the purpose of paying the consideration for the acquisition of SeaWorld Shares, representing approximately 21% equity interest in SeaWorld, by the Company from Blackstone Group or its subsidiary.
 
4.	Conditions	
 
4.1	Conditions Precedent	
Completion is conditional upon the satisfaction (or waiver, if applicable) of the following Conditions:
 
 	4.1.1	the Investor having obtained all required consents/approvals (if any, including its board and shareholders’ approvals and its or its shareholders’ investment committee’s approval where applicable) to enter into the Transaction Documents and the transactions contemplated therein;	
 
 	4.1.2	the Investor having received legal opinions issued by the relevant legal counsels in respect of the Transaction Documents and the transactions contemplated thereunder in form and substance satisfactory to the Investor;	
 
 	4.1.3	the articles of association of the Company having been duly and effectively amended and restated to, amongst others, incorporate the terms of the	
 
9

 	Preferred Shares as substantially set out in Schedule 3 and the changes introduced by PAG and adopted by the Company, in form and substance satisfactory to the Investor (such restated articles of association, the “ Restated Articles ”) and the Restated Articles taking effect prior to Completion and remaining in full force and effect as at Completion;	
 
 	4.1.4	(i) the Investor having received a copy of the PAG Facility Documents, certified as true by a director of the Ordinary Shareholder, and (ii) the PAG Facility Utilisation having occurred prior to Completion or simultaneously with Completion;	
 
 	4.1.5	there having been no Material Adverse Change in relation to the Group on or prior to Completion;	
 
 	4.1.6	there having been no breach of any Warranties on or prior to Completion;	
 
 	4.1.7	all licences, consents, authorisations, orders, grants, confirmations, permissions, registrations and other approvals, whether from any existing or future creditor, third party, Authority or otherwise, necessary or desirable for or in respect of the proposed allotment and issuance of the Subscription Shares to the Investor or the creation of the security pursuant to the Security Documents or any other transaction contemplated under the Transaction Documents having been obtained;	
 
 	4.1.8	(i) the Investor having received a copy of all the documents in connection with the Existing Notes, certified as true by a director of Joyful Wellness Limited  , and (ii) the Ordinary Shareholder having injected the full amount of the proceeds of the Existing Notes, being HK$1,083,333,334, into the Company by way of subscription of new 100 Ordinary Shares, the Company having allotted and issued new 100 Ordinary Shares prior to Completion;	
 
 	4.1.9	the Investor having received a copy of the constitutional documents and statutory registers (including the register of members, register of directors and register of charges) of each of the parties to the Transaction Documents (other than the Investor), the Group Companies and the passport of Mr. Wang, certified by a director of the relevant party or relevant member of the Group;	
 
 	4.1.10	the Investor having received copies of the duly executed Acquisition Documents together with an original certificate signed by a director of the Company certifying that the copies are true, correct and complete copies of the executed Acquisition Documents; and	
 
 	4.1.11	each of the Security Documents, in form and substance satisfactory to the Investor, having been duly executed by the parties thereto (other than the Investor).	
 
10

4.2	Responsibility for Satisfaction	
 
 	4.2.1	The Investor shall use best endeavours to ensure the satisfaction of the Conditions set out in Clauses 4.1.1 and 4.1.2 as soon as possible and, in any event, before the Long Stop Date.	
 
 	4.2.2	The Ordinary Shareholder, the Company and Mr. Wang shall use best endeavours to ensure the satisfaction of the Conditions set out in Clauses 4.1.3 to 4.1.9 as soon as possible and, in any event, before the Long Stop Date.	
 
4.3	Non-Satisfaction or Waiver	
 
 	4.3.1	The Investor may at any time waive in whole or in part and conditionally or unconditionally any of the Conditions (other the Conditions set out in Clauses 4.1.1 and 4.1.2) by notice in writing to the other Parties.	
 
 	4.3.2	If the Conditions are not satisfied or waived (as the case may be) on or before the Long Stop Date, this Agreement shall lapse, provided however that (a) the Surviving Provisions shall continue in force following the lapse of this Agreement; and (b) the lapse of this Agreement shall be without prejudice to the rights and liabilities of any Party accrued prior to such lapse.	
 
5.	Completion	
 
5.1	Date and Place	
Subject to Clause 4, Completion shall take place at 11:00 a.m. (Hong Kong time) on the Completion Date at the office of the Investor (or such other date, time and place as the Parties may agree in writing) when all (but not some only) of the events described in this Clause 5 shall occur.
 
5.2	Completion Obligations	
At Completion:
 
 	5.2.1	the Company shall deliver to the Investor or cause to be delivered to the Investor:	
 
 	(a)	a copy of the board and shareholder resolutions of the Company approving, among others, (i) the execution, delivery and performance of the Transaction Documents to which it is a party, (ii) the allotment and issue of the Subscription Shares to the Investor, (iii) the resignation of all the existing directors of the Company, and (iv) the appointment of such number of Investor Director(s) as may be determined by the Investor, duly passed on or immediately prior to Completion, certified as true by a director of the Company;	
 
 	(b)	a copy of the board resolutions of the Ordinary Shareholder approving, among others, (i) the execution, delivery and performance of the Transaction Documents to which it is a party, and (ii) authorising a person designated by the Investor as a co-signatory to the Cash Account HK, duly passed on or immediately prior to Completion, certified as true by a director of the Ordinary Shareholder;	
 
11

 	(c)	a copy of the board resolutions of Zhonghong Zhuoye approving, among others, the execution, delivery and performance of the Transaction Documents to which it is a party, certified as true by a director of the Ordinary Shareholder;	
 
 	(d)	a copy of the board and shareholder resolutions of   approving, among others, the execution, delivery and performance of the Transaction Documents to which it is a party, certified as true by a director of the Ordinary Shareholder;	
 
 	(e)	a copy of the shareholder resolutions of the Company approving the adoption and filing of the Restated Articles duly passed on or prior to Completion, certified as true by a director of the Company;	
 
 	(f)	original share certificate(s) of the Company issued to the Investor in respect of the Subscription Shares;	
 
 	(g)	a copy of the resignation letter duly signed by the outgoing director(s) of the Company, certified as true by a director of the Company, confirming that he or she has no claims against the Company, whether for compensation, remuneration, severance payments, expenses, damages or otherwise;	
 
 	(h)	a copy of the Company’s register of members as of the Completion Date, updated to show the Investor as holder of the Subscription Shares, certified as true by a director of the Company;	
 
 	(i)	a copy of the register of directors of the Company as of the Completion Date, updated to show the Investor Director(s) appointed as director(s), certified as true by another director of the Company;	
 
 	(j)	each of the Security Documents, in form and substance satisfactory to the Investor, duly executed by the parties thereto (other than the Investor); and	
 
 	(k)	a written confirmation to the Investor that each of the Conditions (other than the Conditions set out in Clauses 4.1.1 and 4.1.2) has been satisfied.	
 
 	5.2.2	against compliance with the provisions of Clause 5.2.1, the Investor shall:	
 
 	(a)	deliver to the Company, its application for the Subscription Shares duly executed by the Investor; and	
 
 	(b)	pay the Consideration by wire transfer of immediately available funds to the Cash Account HK.	
 
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6.	Warranties	
 
6.1	Warranties of the Company	
The Company represents, warrants and undertakes to and with the Investor that each of the following statements is at the date of this Agreement, and will at Completion (as if such statements were repeated as at Completion by reference to the facts and circumstances then existing) be, true and accurate and not misleading:
 
 	6.1.1	each member of the Group is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation;	
 
 	6.1.2	all of the details relating to the Group Companies shown in this Agreement are and on Completion will be true and accurate and not misleading;	
 
 	6.1.3	it or the relevant member of the Group has the legal right and full power and authority to enter into and perform this Agreement and any other Transaction Documents to which it is a party, which when executed will constitute valid and binding obligations on it, in accordance with their respective terms;	
 
 	6.1.4	the execution, delivery and performance of this Agreement and any other Transaction Documents to which it or the relevant member of the Group is a party has been or will on Completion be duly authorised and approved by all necessary corporate action;	
 
 	6.1.5	the execution and delivery of, and the performance by it or the relevant member of the Group of, this Agreement and any other Transaction Documents to which it is a party will not (a) result in a breach (i) of any provision of its memorandum or articles of association or equivalent constitutional documents; or, (ii) in any material respect, of any Applicable Law; and (b) require any consent or approval of any Authority; and	
 
 	6.1.6	subject to the adoption of the Restated Articles, each member of the Group has obtained all licences, consents, authorisations, orders, grants, confirmations, permissions, registrations and other approvals, whether from any creditor, third party, Authority or otherwise, necessary or desirable for or in respect of the proposed allotment and issuance of the Subscription Shares to the Investor or the creation of the security pursuant to the Security Documents or any other transaction contemplated under the Transaction Documents, including without limitation any consent or approval which may be required pursuant to the terms of the Existing Notes and the documents relating to the Existing Notes.	
 
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6.2	Warranties of the Investor	
The Investor represents, warrants and undertakes to and with the Company, the Ordinary Shareholder and Mr. Wang that each of the following statements is at the date of this Agreement, and will at Completion (as if such statements were repeated as at Completion by reference to the facts and circumstances then existing) be, true and accurate and not misleading:
 
 	6.2.1	it is a company incorporated and validly existing under the laws of its jurisdiction of incorporation;	
 
 	6.2.2	it has the legal right and full power and authority to enter into and perform this Agreement and any other Transaction Documents to which it is a party, which when executed will constitute valid and binding obligations on it, in accordance with their respective terms;	
 
 	6.2.3	the execution, delivery and performance of this Agreement and any other Transaction Documents to which it is a party has been or will on Completion be duly authorised and approved by all necessary corporate action; and	
 
 	6.2.4	the execution and delivery of, and the performance by it of, this Agreement and any other Transaction Documents to which it is a party will not (a) result in a breach (i) of any provision of its memorandum or articles of association or equivalent constitutional documents; or (ii) in any material respect, of any Applicable Law and (b) require any consent or approval of any Authority.	
 
6.3	Warranties of the Ordinary Shareholder	
The Ordinary Shareholder represents, warrants and undertakes to and with the Investor that each of the following statements is at the date of this Agreement, and will at Completion (as if such statements were repeated as at Completion by reference to the facts and circumstances then existing) be, true and accurate and not misleading:
 
 	6.3.1	it is a company incorporated and validly existing under the laws of its jurisdiction of incorporation;	
 
 	6.3.2	it has the legal right and full power and authority to enter into and perform this Agreement and any other Transaction Documents to which it is a party, which when executed will constitute valid and binding obligations on it, in accordance with their respective terms;	
 
 	6.3.3	the execution, delivery and performance of this Agreement and any other Transaction Documents to which it is a party has been or will on Completion be duly authorised and approved by all necessary corporate action;	
 
 	6.3.4	the execution and delivery of, and the performance by it of, this Agreement and any other Transaction Documents to which it is a party will not (a) result in a breach (i) of any provision of its memorandum or articles of association or equivalent constitutional documents; or (ii) in any material respect, of any Applicable Law and (b) require any consent or approval of any Authority; and	
 
 	6.3.5	it has obtained all licences, consents, authorisations, orders, grants, confirmations, permissions, registrations and other approvals, whether from any Authority or otherwise, necessary or desirable for or in respect of the transactions contemplated under the Transaction Documents.	
 
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6.4	Warranties of Mr. Wang	
Mr. Wang represents, warrants and undertakes to and with the Investor that each of the following statements is at the date of this Agreement, and will at Completion (as if such statements were repeated as at Completion by reference to the facts and circumstances then existing) be, true and accurate and not misleading:
 
 	6.4.1	he is the sole ultimate beneficial owner of the Company;	
 
 	6.4.2	he has full power and capacity to enter into and perform this Agreement and any other Transaction Documents to which he is a party, which when executed will constitute valid and binding obligations on him, in accordance with their respective terms;	
 
 	6.4.3	the execution and delivery of, and the performance by him of, this Agreement and any other Transaction Documents to which he is a party will not (a) result in a breach in any material respect of any Applicable Law and (b) require any consent or approval of any Authority.	
 
6.5	Further Warranties	
 
 	6.5.1	The Company, the Ordinary Shareholder and Mr. Wang further, jointly and severally, represent, warrant and undertake to and with the Investor that the statements set out in Schedule 4 are as at the date of this Agreement and will, at Completion (as if such statements were repeated as at Completion by reference to the facts and circumstances then existing) be, true and accurate and not misleading in all respects.	
 
 	6.5.2	The Company, the Ordinary Shareholder and Mr. Wang further, jointly and severally, provide to the Investor the representations, warranties and undertakings set out in the PAG Facility Documents as though they were set out in full in this Agreement, except that references to PAG will be construed as references to the Investor.	
 
6.6	Indemnity	
 
 	6.6.1	The commitment of the Investor under this Agreement is being made on the basis of the representations and warranties and undertakings of the Company, and the Ordinary Shareholder and Mr. Wang in this Agreement with the intention that such representations and warranties shall remain true and accurate in all respects up to and including the Completion Date, and each of the Company, and the Ordinary Shareholder and Mr. Wang undertakes to pay the Investor on demand an amount which on an after tax basis is equal to any liability, damages, cost, claim, loss or expense (including, without limitation, legal fees, costs and expenses) (a “ Loss ”) incurred by the Investor, the relevant member of the Group, their respective affiliates or any person who controls any of them or any of their respective directors, officers, employees or agents (each an “ Indemnified Person ”) in respect of or in connection with:	
 
 	(a)	any breach or alleged breach of any of the representations, warranties or undertakings contained in, or deemed to be made pursuant to, the Transaction Documents; or	
 
 	(b)	the failure or alleged failure by the Company, the Ordinary Shareholder or any of their respective directors or officers or Mr. Wang to perform any of their respective obligations under the Transaction Documents;	
 
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 	(c)	the failure or alleged failure by the Company, the Ordinary Shareholder or any of their respective directors or officers or Mr. Wang to comply with any requirements of statute or regulation or obtain the relevant approval or consent in relation to the allotment and issue of the Subscription Shares to the Investor, the creation of the security pursuant to the Security Documents or any other transaction contemplated under the Transaction Documents.	
Loss shall include (without limitation) all Losses which an Indemnified Person may incur in investigating, preparing, disputing or defending, or providing evidence in connection with, any litigation, claim, action, proceeding, investigation, demand, judgment or award (each a “ Claim ”) (whether or not the Indemnified Person is an actual or potential party to such Claim) or in establishing any Claim or mitigating any Loss on its part or otherwise enforcing its rights under this Clause 6.6, which shall be additional and without prejudice to any rights which the Indemnified Person may have at common law or otherwise.
 
 	6.6.2	The Investor shall not have any duty or obligation, whether as fiduciary or trustee for any Indemnified Person or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause 6.6 and save to the extent notified in writing to an Indemnified Person by the Investor (without obligation) will have the sole conduct of any action to enforce such rights on behalf of the Indemnified Person. This Agreement may be terminated, amended or varied in any way and at any time by the Parties without the consent of any Indemnified Person.	
 
7.	Post-Completion Undertakings	
 
7.1	Relevant Fixed Dividend	
 
 	7.1.1	If in any year the Company does not for any reason declare or pay the Investor the full amount of the Preferred Fixed Dividend (as defined in the Restated Articles), the Ordinary Shareholder undertakes to pay to the Investor:	
 
 	(a)	where no amount is declared in respect of the Preferred Fixed Dividend and paid to the Investor in that year, the full amount of the Preferred Fixed Dividend; or	
 
 	(b)	where a dividend of an amount lower than the Preferred Fixed Dividend is declared and paid to the Investor in that year, an amount equal to the difference between such dividend and the full amount of the Preferred Fixed Dividend.	
 
 	7.1.2	If the Investor does not receive the full amount of the Preferred Fixed Dividend on a Dividend Payment Date (as defined in the Restated Articles) in any year, the Ordinary Shareholder shall pay to the Investor such amount to be paid under Clause 7.1.1 within three (3) Business Days after such Dividend	
 
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 	Payment Date, without any set-off or deduction, by wire transfer of immediately available funds to such bank account maintained in the name of the Investor or as it may designate.	
 
7.2	Dividends	
The Company shall:
 
 	7.2.1	set aside sufficient proceeds or property arising from any dividends or distributions paid on or made in respect of any Relevant Securities and apply the same in satisfaction of any payment to be made in respect of the Preferred Shares; and	
 
 	7.2.2	ensure that it will have sufficient profits, distributable reserves or cash available for distribution to make any redemption of the Preferred Shares.	
 
7.3	External financing	
The Company and the Ordinary Shareholder shall notify the Investor within fifteen (15) Business Days after any document is entered into in connection with the external financing by  and/or the external financing for the Sanya Peninsula project (  ).
 
7.4	Registration and filings	
As soon as practicable after Completion, and in any event within five (5) Business Days of Completion,
 
 	7.4.1	the Company shall duly file the Restated Articles and the related shareholder resolutions with the Companies House in the United Kingdom and make or cause to be made filings with respect to the allotment and issue of the Subscription Shares to the Investor and the appointment of Investor Directors with the Companies House in the United Kingdom;	
 
 	7.4.2	the Company shall obtain or cause to be obtained all such approvals, procedures and registration required by the relevant Authorities to give effect to the Security Documents; and	
 
 	7.4.3	the Company shall provide the Investor with evidence showing that any instruments or documents under all jurisdictions as may be necessary or, in the opinion of the Investor, desirable to perfect the security created in favour of the Security Agent or the Investor (as the case may be) pursuant to the Security Documents have been filed (in addition to those filings as specified in the Security Documents which are to be effected in accordance with the terms of the Security Documents).	
 
7.5	Information undertaking	
The Company, the Ordinary Shareholder and Mr. Wang shall promptly provide or procure to be provided to the Investor such information as may be required by Applicable Laws and regulations or for the Investor to make an informed decision on
 
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the investment in the Group, including without limitation financial statements and management accounts of the Group Companies or any other parties to the Transaction Documents. The Company, the Ordinary Shareholder and Mr. Wang shall promptly notify the Investor if any of them is aware of an event, matter, fact, circumstance or change with respect to the Group Companies or any other parties to the Transaction Documents and/or the transactions contemplated under the Transaction Documents that would be (or could reasonably be expected to be) adverse to the Investor’s interest.
 
7.6	Source of funds	
Upon a redemption of the Preferred Shares, the Company shall redeem the Preferred Shares using cash arising from the operations of the onshore and offshore members of the Group and the cash generated from the future refinancing in respect of the SeaWorld Shares.
 
7.7	Opening of bank account	
The Company shall, and each of the Ordinary Shareholder and Mr. Wang shall procure the Company to, open a bank account with a licensed bank in England in the name of the Company (the “ Cash Account UK ”) within thirty (30) days of the Completion Date. The Company, the Ordinary Shareholder and Mr. Wang further agree that a person designated by the Investor shall become an authorised co-signatory of the Cash Account UK and no change to such signatory arrangements shall be made without the prior written consent of the Investor.
 
8.	Investor Rights	
 
8.1	Controlled Accounts	
The Parties agree that, following Completion and until the Discharge Time:
 
 	8.1.1	a person designated by the Investor shall become an authorised co-signatory to the Cash Accounts and no change to such signatory arrangements shall be made without the prior written consent of the Investor; and	
 
 	8.1.2	the Company shall send a prior written notice to the Investor for any single fund transfer from the Cash Accounts setting forth the amount and use of such transfer, and have the Cash Accounts established such that any such fund transfer would require approval of the Investor. The drawdown of the proceeds of the Subscription from the Cash Accounts shall be made in accordance with the Investor’s direction from time to time. No funds may be withdrawn or otherwise transferred out of the Cash Accounts through any other arrangement in contravention of the joint signatory arrangement set forth above, including without limitation, any online banking arrangement.	
 
8.2	Favourable Terms	
Following Completion and until the Discharge Time, in the event and to the extent the Company provides to any party any rights, benefits, preferences or privileges (including any special pricing, dividend rights, voting rights, conversion rights,
 
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liquidation rights, transfer rights or co-sale rights) or modifies such rights, benefits, preferences or privileges afforded to any shareholder of the Company other than the Investor, whether attached to the securities or pursuant to any contract or otherwise, which are or in a manner additional or more favourable in any respect than the rights, benefits, preferences or privileges of the Investor set forth in this Agreement or otherwise, then the Company shall provide prompt written notice to the Investor and at the election of the Investor, the Company and the Ordinary Shareholder shall procure such superior rights, benefits, preferences or privileges to the Investor.
 
8.3	Reserved Matters	
Following Completion and until the Discharge Time, the Company shall not, and the Company shall procure and ensure that each member of the Group from time to time shall not, without the prior written consent of the Investor (such consent not to be unreasonably withheld or delayed):
 
 	8.3.1	amend or adopt any change to its articles of association, memorandum of association or other constitutional documents;	
 
 	8.3.2	make any change to the nature of its business or cease all or a substantial part of its business activities;	
 
 	8.3.3	pass any resolution for or take any step which would result in winding up or liquidation, or enter into administration or receivership, undertake any amalgamation, merger or restructuring, or apply for the appointment of a receiver, manager or judicial manager or like officer in respect of itself or any of its assets;	
 
 	8.3.4	transfer, dispose of create any Encumbrance over or otherwise deal with any asset or interest therein;	
 
 	8.3.5	acquire any shares or other securities which has not been approved by the Investor;	
 
 	8.3.6	allot, issue, redeem, repurchase or cancel any equity or debt securities or instruments convertible or exchangeable for the same, other than, in the case of the Company, a redemption or cancellation of the Preferred Shares in accordance with the articles of association of the Company for the time being (as amended by the Restated Articles);	
 
 	8.3.7	incur any indebtedness, assume any financial obligation, provide or grant any guarantee, security or indemnity to secure or otherwise create any liability or obligation for or in respect of any borrowed money, indebtedness or other financial obligation;	
 
 	8.3.8	make any material decision in relation to any litigation or arbitration;	
 
 	8.3.9	declare, make or pay any dividend or distribution to its shareholders (other than, in the case of the Company, to the holders of the Preferred Shares);	
 
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 	8.3.10	change any authorized signatory or signatory arrangements of any bank accounts or securities accounts (including the Securities Account and the Cash Accounts);	
 
 	8.3.11	enter into, continue or amend the terms or conditions of any transaction, arrangement or commitment entered into or made with a shareholder or any of its Affiliates (other than a member of the Group);	
 
 	8.3.12	repay, redeem or cancel any indebtedness owed to a shareholder or its Affiliates; and	
 
 	8.3.13	enter into or create any agreement or commitment to engage in or effect any of the foregoing matters in this Clause 8.3 or direct or otherwise permit a third party to do so on behalf of any member of the Group, and	
the Company shall procure that the other members or holders of shares of the Company and each other member of the Group shall not vote on, approve, pass any resolution or permit any of the foregoing matters until prior written consent of the Investor has been obtained in accordance with this Clause.
 
8.4	Appointment of Director(s) to the Company	
 
 	8.4.1	Following Completion and until the Discharge Time, the Investor shall have the right to appoint such number of director(s) (the “ Investor Director(s) ”) to the Company as determined by the Investor so that the Investor Director(s), together with the director(s) appointed to the Company by PAG (if any), will constitute a majority of the board of directors of the Company. The right of appointment conferred on the Investor under this Clause 8.4 shall include the rights of the Investor to (a) remove at any time from office such person appointed by it as a director and (b) determine, at any time and from time to time, the period during which such person shall hold the office of director.	
 
 	8.4.2	The appointment or removal of the Investor Director(s) pursuant to this Clause 8.4 shall be in writing and signed by or on behalf of the Investor and shall be delivered to the registered office for the time being of the Company.	
 
 	8.4.3	Following Completion and until the Discharge Time, whenever for any reason a person appointed as the Investor Director ceases to be a director, the Investor shall be entitled to appoint forthwith another Investor Director.	
 
 	8.4.4	The Investor shall, within seven (7) Business Days of such cessation, procure any Investor Director holding office as director at the time to promptly resign from office and to deliver to the Company a confirmation that he has no claims against the Company for any wrongful dismissal or termination by virtue of such resignation.	
 
8.5	Existing Notes	
 
 	8.5.1	Each of the Company, the Ordinary Shareholder and Mr. Wang shall procure that the Existing Notes are postponed and subordinated to the all liabilities owed by the Company to the Investor under the Transaction Documents until the date on which all such liabilities have been fully and irrevocably paid or discharged.	
 
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 	8.5.2	Save for the security granted under the Sun Wise UK Share Charge, each of the Company, the Ordinary Shareholder and Mr. Wang shall ensure that each Security Document creates (or, once entered into, will create) in favour of the Security Agent or the Investor (as the case may be) the security which it is expressed to create with the ranking and priority it is expressed to have (except as otherwise required by law).	
 
 	8.5.3	Each of the Company, the Ordinary Shareholder and Mr. Wang undertakes that no security interest shall be granted over the shares of any Group Company in favour of any person other than pursuant to the Security Documents.	
 
9.	Put Option	
 
9.1	Grant of Put Option	
Each of the Ordinary Shareholder and Mr. Wang (together the “ Grantors ” and each a “ Grantor ”) hereby unconditionally and irrevocably grants to the Investor (the “ Grantee ”) a put option entitling (but not obliging) the Grantee to require the relevant Grantor(s) to purchase from the Grantee any and all the Preferred Shares that the Grantee owns (legally or beneficially) or has an interest in for the time being (including, for the avoidance of doubt, any Preferred Shares other than the Subscription Shares acquired by the Grantee) (collectively, the “ Put Option Shares ”) in full or in part at the Put Option Sale Price (as defined below) in accordance with the terms of this Clause 9 (the “ Put Option ”).
 
9.2	Put Option Sale Price	
The price at which the Grantee may require the relevant Grantor(s) to purchase each Put Option Share from the Grantee upon exercise of the Put Option (the “ Put Option Sale Price ”) shall be equal to the aggregate amount of:
 
 	9.2.1	the amount paid by the Investor to the Company for the subscription or acquisition of such Put Option Share; and	
 
 	9.2.2	a premium which would give the Grantee an annual rate of return of eleven point five per cent. (11.5%) in respect of the amount referred to in Clause	
 
 	9.2.3	from Completion up to and including the date of payment in full of the Put Option Sale Price; provided that, if the period between Completion and the date of payment in full of the Put Option Sale Price is less than one (1) year, such period shall be deemed to be one (1) year, less the aggregate amount of all dividends received by the Grantee from the Company in respect of the Put Option Shares, for the period commencing on (and including) the Issue Date (as defined in Schedule 3 and ending on (and including) the date of payment in full of the Put Option Sale Price.	
 
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9.3	Exercise of Put Option	
 
 	9.3.1	The Grantee may exercise the Put Option by serving a notice in writing (in substantially the form set out in Schedule 5) (the “ Put Option Notice ”) on the relevant Grantor(s) informing the relevant Grantor(s) of the exercise of the Put Option at any time on or after the earlier of:	
 
 	(a)	the occurrence of any Redemption Event (as defined in Schedule 3; or	
 
 	(b)	the date falling on the second (2 nd ) anniversary of Completion.	
 
 	9.3.2	For the avoidance of doubt, the Put Option may be exercised in respect of any and all of the Put Option Shares and shall continue to subsist and remain in full force and effect for those Put Option Shares in respect of which the Put Option has not been exercised.	
 
9.4	Put Option Completion	
 
 	9.4.1	Completion of the transfer of each Put Option Share pursuant to the exercise of the Put Option (the “ Put Option Completion ”) shall take place on the date and at the place and time set out in the Put Option Notice (or such other date, place and time as may be agreed between the relevant Grantor(s) and the Grantee) when all the acts and requirements set out in Clause 9.4.2 shall be complied with.	
 
 	9.4.2	At the Put Option Completion:	
 
 	(a)	the relevant Grantor(s) shall pay (1) the Put Option Sale Price to the Grantee in cash by way of wire transfer of immediately available funds to such bank account as designated by the Grantee and (2) the stamp duty payable in respect of the transfer of the Put Option Shares to the relevant Authority and produce evidence of such payment to the Grantee; and	
 
 	(b)	against compliance by the relevant Grantor(s) with Clause 9.4.2(a), the Grantee shall deliver to the relevant Grantor(s) the instrument of transfer in respect of the Put Option Shares, duly executed by the Grantee in favour of the relevant Grantor(s) together with the relevant share certificates for the relevant Put Option Shares.	
 
10.	Security Value Ratio	
 
10.1	Interpretation	
In this Clause 10:
“ Security Value Ratio ” means, at any time, a ratio (expressed as a percentage) calculated by the following:
A    = B / [(C x D) + E] X 100%
where:
“ A ” means the Security Value Ratio;
 
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“ B ” means US$250,000,000;
“ C ” means the mean average of the official closing price per Seaworld Share published by the NYSE on each of the thirty (30) consecutive Scheduled Trading Days preceding the date of such calculation;
“ D ” means the number of Seaworld Shares subject to the Seaworld Share Charge; and
“ E ” means the aggregate amount of the Top-Up Cash (as defined below) paid by the Company preceding the date of such calculation, if any; and
“ Scheduled Trading Day ” means any day on which the NYSE is scheduled to be open for trading during its regular trading sessions.
 
10.2	Top-Up Cash	
 
 	10.2.1	If the Investor determines (which determination shall, in the absence of manifest error, be final and binding upon the Parties) that the Security Value Ratio in respect of any Scheduled Trading Day is equal to or greater than 80 per cent. (80%), the Company shall promptly, and in any case no later than 5:00 p.m. on the second (2 nd ) Business Day immediately following the date of a written notice from the Investor requiring it to do so (the “ Cash Top-Up Notice ”), deposit or procure to be deposited into the Cash Account UK such additional US Dollar amounts in cash (the “ Top-Up Cash ”) to ensure that the Security Value Ratio, after being recalculated by taking into account the effect of the deposit of the Top-Up Cash (the date on which the deposit of the Top- Up Cash is completed being the “ Cash Top-Up Date ”, which shall be a Scheduled Trading Day), is equal to or less than seventy-five per cent. (75%) on the Cash Top-Up Date.	
 
 	10.2.2	If:	
 
 	(a)	the Company fails to comply with Clause 10.2.1; and	
 
 	(b)	the official closing price per Seaworld Share published by the NYSE on any Scheduled Trading Day is US$13.00 or less (subject to adjustment for consolidation, sub-division or reclassification of Seaworld Shares from time to time),	
 
 	10.2.3	the Investor shall (in addition and without prejudice to any other rights or remedies available to it under this Agreement or any other Transaction Document) be entitled to enforce its security interests under the Seaworld Share Charge including without limitation disposing of or otherwise dealing with the Seaworld Shares in accordance with and subject to the terms of the relevant Security Documents and Acquisition Documents.	
 
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11.	Confidentiality	
 
11.1	Confidential Information	
Each Party undertakes to the other Parties that it shall treat as strictly confidential all of the following information, whether in oral, graphic, written, electronic or other form (the “ Confidential Information ”):
 
 	11.1.1	information relating to the other Parties;	
 
 	11.1.2	information relating to the provisions and subject matter of this Agreement and the other Transaction Documents and any transactions contemplated therein;	
 
 	11.1.3	information relating to the existence of this Agreement and the other Transaction Documents and their purpose; and	
 
 	11.1.4	information relating to the negotiations or discussions leading up to this Agreement and the other Transaction Documents.	
Each Party shall not, and shall procure that its Affiliates and its and their respective Representatives shall not, use for its own business purpose or disclose to any third party any Confidential Information without the prior written consent of the other Parties.
 
11.2	Exclusions	
The restrictions contained in Clause 11.1 shall not apply so as to prohibit disclosure or use of any information if and to the extent:
 
 	11.2.1	the disclosure or use is required by Applicable Law or by any Authority to which the Parties or their respective holding companies or subsidiaries are subject;	
 
 	11.2.2	the disclosure is made by a Party to its Affiliates or to its or its Affiliates’ Representatives for purposes relating to this Agreement or any of the other Transaction Documents on terms that such Affiliates or Representatives undertake to comply with the provisions of Clause 11.1 in respect of such information as if they were a party to this Agreement or any of such other Transaction Documents;	
 
 	11.2.3	the information becomes publicly available (other than by a breach of this Agreement);	
 
 	11.2.4	the other Parties have given prior written consent to the disclosure or use; or	
 
 	11.2.5	the disclosure or use is required for the purpose of any judicial or arbitration proceedings arising out of this Agreement or any other Transaction Document,	
provided always that prior to disclosure or use of any information pursuant to Clause 11.2.1, the Party concerned shall promptly notify the other Parties of such requirement and shall consult with the other Parties where feasible and give due consideration to their reasonable requirements as to the timing, manner and content of such disclosure before complying with such requirement.
 
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12.	Costs	
The Company shall be responsible for all costs and expenses incurred by the Investor in relation to the preparation, negotiation and execution of this Agreement, the other Transaction Documents and all related matters.
 
13.	General	
 
13.1	Successors and Assigns	
This Agreement shall be binding upon and enure for the benefit of the successors, assigns and legal personal representatives of the Parties.
 
13.2	Assignment	
The Investor may assign this Agreement or any of its rights and/or transfer any of its obligations under this Agreement to any third party, provided that prior written notice of such assignment has been given to the other Parties. Each of the other Parties may not assign this Agreement or any of its rights and/or transfer any of its obligations under this Agreement to any third party without the prior written consent of the other Parties.
 
13.3	Whole Agreement	
This Agreement (together with the other Transaction Documents) constitutes the whole agreement among the Parties relating to the subject matter of this Agreement (and the other Transaction Documents) and supersedes any previous agreements or arrangements among them relating to the subject matter hereof.
 
13.4	Variations	
No variations of this Agreement shall be effective unless made in writing and signed by the Parties.
 
13.5	Invalidity	
If any provision or part of a provision of this Agreement shall be, or be found by any Authority to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
 
13.6	Remedies	
The rights and remedies of each Party hereunder shall be cumulative and shall be in addition to and without prejudice to all other rights and remedies available to it (and, without prejudice to the generality of the foregoing, shall not extinguish any right to damages to which it may be entitled in respect of a breach of this Agreement) and no exercise or failure to exercise such a right shall constitute a waiver by it of any such other right or remedy.
 
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13.7	No Waiver	
No failure of a Party to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall impair or operate as a waiver of such right or remedy and no single or partial exercise of any such right or remedy shall prevent any further or other exercise of the same or the exercise of any other right or remedy. No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of any repetition of such breach.
 
13.8	Further Assurance	
At any time after the date of this Agreement, each Party shall, and shall use all reasonable endeavours to procure (to the extent it is legally or contractually entitled to do so) that any necessary third party shall, execute such documents and do such acts and things as the other Parties may reasonable require for the purpose of giving to such Parties the full benefit and provisions of this Agreement.
 
13.9	Time of the Essence	
Time shall be of the essence of this Agreement, both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the Parties.
 
13.10	Counterparts and Effectiveness	
This Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart and each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument.
 
13.11	Third Party Rights	
Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement.
 
13.12	Effect of Completion	
This Agreement (other than obligations that have already been fully performed) remains in full force after Completion.
 
13.13	No Partnership	
Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership, joint venture, association, agency or other cooperative entity among the Parties or any of them.
 
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14.	Notices	
 
14.1	Form and Addresses	
Any notice or other communication in connection with this Agreement shall be in writing in English and shall be sufficiently given or served if delivered or sent:
 
 	14.1.1	in the case of the Investor to:	
Address:   China Huarong Tower, 60 Gloucester Road, Wanchai, Hong Kong
Email:       huangyulin@chamc.com.cn
Attention: Ms. Huang Yulin
 
 	14.1.2	in the case of the Ordinary Shareholder to:	
Address: Unit 1904, 19/F Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Hong Kong
Email: Florence.li@zhonghongintl.com
Attention: Florence Li
 
 	14.1.3	in the case of the Company, to	
Address: No. 8 Building, Easter International, 1 Ciyunsi, Chaoyang District, Beijing, China
Email: yuting_zh2015@163.com
Attention: Yu Ting
 
 	14.1.4	in the case of Mr. Wang, to	
Address: No. 8 Building, Easter International, 1 Ciyunsi, Chaoyang District, Beijing, China
Email: wanjun@zhonghongintl.com
or (in either case) to such other address as the relevant Party may have notified to the other Parties in writing in accordance with this Clause 14.
 
14.2	Delivery	
Unless there is evidence that it was received earlier, a notice is deemed given if:
 
 	14.2.1	delivered personally, when left at the address referred to in Clause 14.1; and	
 
 	14.2.2	sent by prepaid registered post or courier, three (3) Business Days after posting.	
 
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15.	Governing Law and Dispute Resolution	
 
15.1	Governing law	
This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong.
 
15.2	Jurisdiction of Hong Kong courts	
 
 	15.2.1	Subject to Clause 15.3, the courts of Hong Kong have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a “ Dispute ”).	
 
 	15.2.2	This Clause 15.2 is for the benefit of the Investor only. As a result, the Investor shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Investor may take concurrent proceedings in any number of jurisdictions.	
 
15.3	Investor’s option	
 
 	15.3.1	The Investor may by notice in writing to the other Parties require that all Disputes or a specific Dispute be resolved by arbitration. If the Investor gives such notice, the Dispute(s) to which such notice refers shall be determined in accordance with Clause 15.4. If such notice is given after service of any process, the Parties must also promptly give notice to the relevant court of Hong Kong that such Dispute(s) will be resolved by arbitration and to immediately terminate any court proceedings relation to such Dispute(s).	
 
15.4	Arbitration	
 
 	15.4.1	This Clause 15.4 is for the benefit of the Investor only. In the event that the Investor issues a notice pursuant to Clause 15.3, the provisions of this Clause 15.4 shall apply and:	
 
 	15.4.2	any Dispute shall be referred to and finally resolved by binding arbitration administered by the Hong Kong International Arbitration Centre (“ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules in force as at the date of this Agreement (the “ Rules ”), which Rules are deemed to be incorporated by reference into this Clause 15.4 and as may be amended by the rest of this Clause 15.4; and	
 
 	15.4.3	the Parties agree that the HKIAC is the most appropriate and convenient forum to settle the Dispute, and no Party will argue to the contrary.	
 
 	15.4.4	The arbitration tribunal (“ Tribunal ”) shall consist of three (3) arbitrators to be appointed in accordance with the Rules. The seat of the arbitration shall be Hong Kong. This Arbitration Agreement shall be governed by the laws of the Hong Kong. The language of the arbitration proceedings shall be Chinese.	
 
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 	15.4.5	Any award of the Tribunal shall be made in writing and shall be final and binding on the Parties from the day it is made. The Parties undertake to carry out the award without delay.	
 
 	15.4.6	The Parties waive any right to apply to any court of law and/or other judicial authority to determine any preliminary point of law and/or review any question of law and/or the merits, insofar as such waiver may validly be made. Subject to any provisions in the Rules, the Parties shall not be deemed, however, to have waived any other right to challenge any award on grounds allowed by the mandatory law of the seat of arbitration. Nothing in this Clause 15.4 shall be construed as preventing any party from seeking conservatory or interim relief from any court of competent jurisdiction.	
 
15.5	Interim Relief	
Notwithstanding Clause 15.4, any Party may apply for an interim measure, preservation order or other interim relief in any court of competent jurisdiction.
 
15.6	Effect of this Agreement during arbitration.	
During the conduct of any arbitration proceedings pursuant to this Clause, this Agreement shall remain in full force and effect in all respects except for the matter under arbitration and the Parties shall continue to perform their obligations hereunder, except for those obligations involved in the matter under dispute, and to exercise their rights hereunder.
 
15.7	Consolidation of arbitration	
Section 2 of Schedule 2 of the Hong Kong Arbitration Ordinance (Cap. 609) (the “ Ordinance ”) shall apply with the following modifications. The Parties acknowledge that it is their desire, where there are two (2) or more arbitration proceedings arising from this Agreement, and where:
 
 	15.7.1	some common question of law or fact arises;	
 
 	15.7.2	the rights to relief claimed therein are in respect of or arise out of the same transaction or series of transactions; or	
 
 	15.7.3	it is otherwise desirable for the Court of First Instance of the High Court of Hong Kong (the “ Court ”) to make an order under section 2 of Schedule 2 of the Ordinance,	
to have those arbitration proceedings consolidated on such terms as the Court thinks fit, provided that arbitration proceedings commenced under this Agreement may be consolidated with other arbitration proceedings only to the extent that such arbitration is consistent with the form and manner of consolidation expressly provided for in Clause 15.4.
 
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15.8	Waiver of Immunity	
Each of the Parties (other than the Investor) waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction, including immunity in respect of:
 
 	15.8.1	the giving of any relief by way of injunction or order for specific performance or for the recovery of assets or revenues; and/or	
 
 	15.8.2	the issue of any process against its assets or revenues for the enforcement of a judgment or, in an action in rem , for the arrest, detention or sale of any of its assets and revenues.	
 
15.9	Appointment of Process Agent	
 
 	15.9.1	The Company hereby irrevocably appoints the Ordinary Shareholder of Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong as its process agent to receive on its behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by the Company). If for any reason such process agent ceases to be able to act as process agent, or no longer has an address in Hong Kong, the Company irrevocably agrees to appoint a substitute process agent having an address in Hong Kong and to deliver to the other Parties a copy of the new process agent’s acceptance of that appointment within seven (7) days.	
 
 	15.9.2	Mr. Wang hereby irrevocably appoints the Ordinary Shareholder of Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong as his process agent to receive on his behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by Mr. Wang). If for any reason such process agent ceases to be able to act as process agent, or no longer has an address in Hong Kong, Mr. Wang irrevocably agrees to appoint a substitute process agent having an address in Hong Kong and to deliver to the other Parties a copy of the new process agent’s acceptance of that appointment within seven (7) days.	
 
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Schedule 1
Subscription Shares

Investor	  	Number of Subscription
Shares	  	Consideration	
Investor	  	10,000,000 Class B Preferred Shares	  	US$100,000,000	
 
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Schedule 2
Details of the Group Companies
Part 1 – Details of the Company at the date of this Agreement

1.           Name:	  	Sun Wise (UK) Co., Ltd	
		
2.           Company Number:	  	10662894	
		
3.           Address of Registered Office:	  	60 Strand, London, United Kingdom, WC2N 5LR	
		
4.           Date and Place of Incorporation:	  	10 March 2017, England and Wales	
		
5.           Issued Shares:	  	100 Ordinary Shares	
		
6.           Director(s):	  	Mr. Wang Yongli	
		
7.           Shareholders (% of shareholding):	  	Sun Wise Oriented (HK) Co., Limited  (100% Ordinary Shares)	
 
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Part 2 – Details of the Company immediately after Completion

1.           Name:	  	Sun Wise (UK) Co., Ltd	
		
2.           Company Number:	  	10662894	
		
3.           Address of Registered Office:	  	60 Strand, London, United Kingdom, WC2N 5LR	
		
4.           Date and Place of Incorporation:	  	10 March 2017, England and Wales	
		
5.           Issued Shares:	  	200 Ordinary Shares 1 Class A Preferred Share 10,000,000 Class B Preferred Shares	
		
6.           Director(s):	  	Mr. Chen Jie
 
PA Eminent Opportunity VI Limited	
		
7.           Shareholders (% of shareholding):	  	Sun Wise Oriented (HK) Co., Limited  (100% Ordinary Shares)
 
PAG (100% Class A Preferred Shares)
 
China Huarong International Holdings Limited  (100% Class B Preferred Shares)	
 
33

Part 3 – Details of the Group Companies
Sun Wise Oriented (HK) Co., Limited

			
1.           Name:	  	Sun Wise Oriented (HK) Co., Limited 	
		
2.           Company Number:	  	2318510	
		
3.           Address of Registered Office:	  	Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong	
		
4.           Date and Place of Incorporation:	  	Hong Kong, 11 December 2015	
		
5.           Issued Shares:	  	10,000 ordinary shares	
		
6.           Director(s):	  	YU Ting (  )	
		
7.           Shareholders (% of shareholding):	  	 (100% Ordinary Shares)	
 
34

Part 3 – Details of the Group Companies

 
			
1.           Name:	  		
		
2.           Company Number:	  	120222000342492	
		
3.           Address of Registered Office:	  	 2  240 	
		
4.           Date and Place of Incorporation:	  	June 2015, the PRC	
		
5.           Issued Shares:	  	RMB10,000,000.00	
		
6.           Director(s):	  		
		
7.           Shareholders (% of shareholding):	  	Zhuoye Group Co. Ltd. (   ) (100%)	
 
35

Part 3 – Details of the Group Companies
Zhonghong Zhuoye Group Co. Ltd. (  )

1.           Name:	  	Zhonghong Zhuoye Group Co. Ltd. ( 
 )	
		
3.           Address of Registered Office:	  	2015-431 Cyberport Building, High-tech Street 258, High-tech Industrial Development Zone (New Urban Area), Urumqi, Xinjiang, China
(  (  )  258  2015-431  ).	
		
4.           Date and Place of Incorporation:	  	4 June 2015, the PRC	
		
5.           Total investment amount / Registered capital:	  	RMB600,000,000.00	
		
6.           Legal representative:	  	Mr. WANG Yonghong 	
		
7.           Shareholders (% of shareholding):	  	MR. WANG Yonghong  (100%)	
 
36

Part 3 – Details of the Group Companies
Joyful Wellness Limited

			
1.           Name:	  	Joyful Wellness Limited 	
		
2.           Company Number:	  	1924964	
		
3.           Address of Registered Office:	  	3rd Floor, J & C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands, VG1110	
		
4.           Date and Place of Incorporation:	  	30 September 2016, the British Virgin Islands	
		
5.           Issued Shares:	  	1 ordinary share	
		
6.           Director(s):	  	ZHOU Rui	
		
7.           Shareholders (% of shareholding):	  	Sun Wise Oriented (HK) Co., Limited   (100% ordinary shares)	
 
37

Schedule 3
Terms of the Preferred Shares

		
Business Day	  	means a day on which commercial banks are open for business in the United Kingdom and Hong Kong (excluding Saturdays, Sundays, public holidays in United Kingdom or Hong Kong and any weekday on which Typhoon Signal No. 8 or higher is hoisted or a black rain storm warning is given in Hong Kong at any time during 9:00 a.m. to 5:00 p.m.);	
		
Group Company	  	has the meaning given to it in the Investment Agreement;	
		
Investor	  	means China Huarong International Holdings Limited   , a company incorporated under the laws of Hong Kong;	
		
Issue Date	  	means, in respect of a Preferred Share, the date of the allotment and issuance of such Preferred Share;	
		
Liquidation Event	  	means any of the following events:
 
(1)       a liquidation, dissolution or winding up of the Company, whether voluntary or not;
 
(2)       any consolidation, amalgamation or merger of the Company with or into any person (as defined in the Investment Agreement), or any other corporate reorganization of the Company;
 
(3)       a sale of all or substantially all of the assets of the Company; or
 
(4)       any event occurs which has an analogous effect to any of the events referred to in sub-paragraphs (1) to (3) of this definition above;	
		
Preferred Shares	  	means the Class B redeemable preferred shares in the share capital of the Company;	
		
Preferred Shares	  	means the subscription price of US$10.00 per Preferred	
		
Subscription Price	  	Share;	
		
Redemption Event	  	means any of the following events:
 
(1)       the Company fails to pay any Preferred Fixed Dividend in respect of the Preferred Shares in accordance with Clause[*](i);
 
(2)       a default or non-compliance is made by any party (other than the Investor) in the performance or observance of any covenant, condition or provision contained in the Memorandum or the Articles or any of the other Transaction Documents (as defined in the Investment Agreement) to which it is a party and on its part to be performed;	
 
38

			
	 	(3)       (i) any present or future financial indebtedness of any party to a Transaction Document (other than the Investor) and/or any Group Company (including without limitation the indebtedness under the PAG Facility Documents) for or in respect of moneys borrowed or raised becomes due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (ii) any such financial indebtedness is not paid when due or, as the case may be, within any applicable grace period, or (iii) any party to a Transaction Document (other than the Investor) and/or any Group Company fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, or (iv) any security given under any Security Documents (as defined in the Investment Agreement) and/or any PAG Facility Document (as defined in the Investment Agreement) has become enforceable;
 
(4)       a resolution is passed or an order of a court of competent jurisdiction is made for the bankruptcy, liquidation, winding up or dissolution of any party to a Transaction Document (other than the Investor) and/or any Group Company;
 
(5)       an encumbrancer takes possession or a receiver is appointed over the whole or a material part of the assets or undertaking of any party to a Transaction Document (other than the Investor) and/or any Group Company;
 
(6)       any party to a Transaction Document (other than the Investor) and/or any Group Company is unable to pay its debts as and when they fall due;
 
(7)       a distress, execution or seizure order before judgment is levied or enforced upon or issued out against the whole or a material part of the property of any party to a Transaction Document (other than the Investor) and/or any Group Company and is not discharged within thirty (30) days thereof;
 
(8)       any party to a Transaction Document (other than the Investor) and/or any Group Company initiates or consents to proceedings relating to itself under any applicable bankruptcy, reorganisation or insolvency law or make an assignment for the benefit of, or enter into any composition with, its creditors;
 
(9)       proceedings have been initiated against any party to a Transaction Document (other than the Investor) and/or any Group Company under any applicable bankruptcy, reorganisation or insolvency law and such proceedings have not been discharged or stayed within a period of thirty (30) days;	
 
39

			
	 	(10)     any step is taken by any person for the appointment of a liquidator (including provisional liquidator), receiver, judicial manager, trustee, administrator, agent or similar officer of any party to a Transaction Document (other than the Investor) and/or any Group Company or over all or any substantial part of the assets of such party and/or Group Company;
 
(11)     it is or becomes unlawful for any party to a Transaction Document (other than the Investor) to perform or such party is or may otherwise become unable to perform any of its obligations under such Transaction Document (including, in the case of the Company, the Memorandum and the Articles);
 
(12)     any Transaction Document is not effective in accordance with its terms or is alleged by a party to the Transaction Documents (other than the Investor) to be ineffective in accordance with its terms or any Transaction Document is or may otherwise become unenforceable;
 
(13)     a party to the Transaction Documents (other than the Investor) repudiates or rescinds a Transaction Document or expresses an intention to repudiate or rescind a Transaction Document;
 
(14)     the occurrence of any event constituting a Material Adverse Change (as defined in the Investment Agreement) in relation to any party to the Transaction Documents (other than the Investor) or any Group Company, shares, securities (whether equity or debt) or any legal, beneficial or other right, title or interest therein;
 
(15)     a representation, warranty or statement made or repeated in or in connection with any Transaction Document (other than one made or repeated by the Investor) is incorrect when made or deemed to be made or repeated;
 
(16)     without prejudice to the generality of sub-paragraph (2) of this definition above, the failure by the Company to comply with clause 10.2.1 of the Investment Agreement;
 
(17)     the Company incurs any indebtedness, assumes any financial obligation, provides or grants any guarantee, security or indemnity to secure or otherwise create any liability or obligation for or in respect of any borrowed money, indebtedness or other financial obligation other than pursuant to the PAG Facility Agreement and indebtedness arising from redemption of Preferred Shares;
 
(18)     evidence satisfactory to the Investor of completion having occurred pursuant to the terms of the Acquisition Documents not having been received by the Investor within thirty (30) days of the Issue Date;	
 
40

			
	  	(19)     any event occurs which has an analogous effect to any of the events referred to in sub-paragraphs (1) to (18) of this definition above;	
		
Investment Agreement	  	means the Investment Agreement in relation to the Company dated 8 May 2017 entered into by and among the Investor, the Ordinary Shareholder, the Company and Mr. Wang; and	
		
Shares	  	means shares in the capital of the Company.	
The Preferred Shares shall have the preferences, priorities, privileges and rights, and shall be subject to the limitations and restrictions, as set out in these Articles (including this Clause [*]). In case of conflict between this Clause [*] and any provisions of the Memorandum or the Articles, the provision of this Clause [*] shall prevail.
 
 	(i)	Preferred Fixed Dividend	
A Holder of the Preferred Shares (“ Preferred Shareholder ”) shall be entitled to receive dividends, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend on the other classes of Shares, at the rate of 11.5 per cent. (11.5%) per annum of the Preferred Shares Subscription Price on each outstanding Preferred Share from the Issue Date (the “ Preferred Fixed Dividend ”), payable on a half-yearly basis on 2 November 2017, 2 May 2018, 2 November 2018 and 8 May 2019 (each a “ Dividend Payment Date ”). If any Dividend Payment Date would otherwise fall on a day which is not a Business Day, it shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month in which event it shall be brought forward to the immediately preceding Business Day. Such dividends shall be cumulative so that, if such dividends in respect of any previous or current dividend period, at the annual rate specified above, shall not have been paid, the deficiency shall first be fully paid before any dividend or other distribution shall be paid or declared. If the Company fails to pay any sum in respect of the Preferred Shares when the same becomes due and payable under the Articles, a Preferred Shareholder shall further be entitled to receive an amount which shall accrue on the overdue sum at the rate of three per cent. (3%) per annum or, if less, the highest rate permitted by applicable law from and including the date upon which such sum was due but not paid until all sums due in respect of the Preferred Shares are received by the holders thereof.
The Preferred Fixed Dividend or any accrued amount for overdue sums shall be determined on the basis of a 360-day year consisting of twelve (12) months of thirty (30) days each, and in the case of an incomplete month, the number of days elapsed.
 
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 	(ii)	Liquidation	
In the event of any Liquidation Event, distributions to the Shareholders shall be made in the following manner:
 
 	(a)	each of the Preferred Shareholders shall be entitled to receive, with respect to each Preferred Share it holds, an amount equal to the aggregate amount (the “ Preference Amount ”) of (i) the Preferred Shares Subscription Price and (ii) a premium which would give the holder of such Preferred Share an annual rate of return of 11.5 per cent. (11.5%) in respect of the Preferred Shares Subscription Price from the Issue Date up to and including the date of payment in full of the Preference Amount less the aggregate amount of all dividends received by such Preferred Shareholder from the Company in respect of such Preferred Share prior to the commencement of such Liquidation Event;	
 
 	(b)	if the assets and funds available to be distributed among all Preferred Shareholders shall be insufficient to permit the payment to all such Preferred Shareholders the full Preference Amount, then the entire assets and funds of the Company legally available for distribution to such Preferred Shareholders shall be distributed rateably among the Preferred Shareholders in proportion to the number of Preferred Shares owned by each such Preferred Shareholder; and	
 
 	(c)	following the receipt by each Preferred Shareholder of the full Preference Amount payable by the Company under Clause [*](ii)(a), the remaining assets and funds of the Company shall be available for distribution to the holders of the other classes of Shares in proportion to their respective shareholdings of such other classes of Shares.	
In any Liquidation Event, if the consideration received by the Company or its Shareholders is other than cash or partly in cash, the value of securities and property paid or distributed pursuant to this Clause [*](ii) shall be computed at fair market value at the time of payment to the Company or at the time made available to the Shareholders, all as determined by the board of directors of the Company in good faith, provided that:
 
 	(a)	if such securities are listed on any established stock exchange or a national market system, their fair market value shall be the average closing price for such securities as quoted on such system or exchange (or the largest value if more than one exchange) for 60 trading days immediately preceding such date the value is to be determined; and	
 
 	(b)	if such securities are regularly quoted by a recognized securities dealer but selling prices are not reported, their fair market value shall be the mean between the high bid and low asked prices for such securities on the date the value is to be determined (or if there are no quoted prices for such date, then for the last preceding business day on which there were quoted prices).	
 
 	(iii)	Redemption option	
 
 	(a)	Each of the Preferred Shares may, subject to the applicable legal restrictions on the Company’s redemption of its Shares, be redeemed in cash at the option of the holder thereof at any time on or after (i) the date falling on the second (2 nd ) anniversary of the Issue Date or (ii) the occurrence of a Redemption Event, upon a Redemption Notice (as defined below) from any Preferred Shareholder to the Company.	
 
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The redemption price for each Preferred Share (“ Redemption Price ”) shall be equal to the aggregate amount of:
(i) the Preferred Shares Subscription Price and
(ii) a premium which would give the Preferred Shareholder an annual rate of return of 11.5 per cent. (11.5%) per annum or, if such Preferred Share is redeemed in connection with a Redemption Event or the entire Redemption Price of such Preferred Share is not paid by the Company within two (2) Business Days from the receipt of the Redemption Notice, 15 per cent. (15%) per annum in respect of the Preferred Shares Subscription Price from the Issue Date up to and including the date of payment in full of the Redemption Price, which premium shall be determined on the basis of a 360-day year consisting of twelve (12) months of thirty (30) days each, and in the case of an incomplete month, the number of days elapsed less the aggregate amount of all dividends received by such Preferred Shareholder from the Company in respect of such Preferred Share, for the period commencing on (and including) the Issue Date and ending on (and including) the date of payment in full of the Redemption Price.
 
 	(b)	A notice of redemption by any Preferred Shareholder to be redeemed (the “ Redemption Notice ”) shall be given to the Company and upon receipt of the Redemption Notice, the Company shall promptly give written notice to each non-requesting Preferred Shareholder stating the existence of such Redemption Notice and the mechanics of redemption. The Company shall pay the redeeming Preferred Shareholders the entire Redemption Price within two (2) Business Days from the receipt of the Redemption Notice, or such other payment scheme as the Company and the redeeming Preferred Shareholders shall mutually determine. The Company shall also pay to the redeeming Preferred Shareholders, and references to “Redemption Price” in the Memorandum and the Articles shall be deemed to include, all declared but unpaid dividends and distributions on such Preferred Shares up to and including the date of redemption (if any).	
 
 	(c)	The Redemption Price payable to the redeeming Preferred Shareholders pursuant to Clause [*](iii) shall be settled in cash in United States dollars and paid by the Company to such redeeming Preferred Shareholders by the transfer of immediately available funds to such bank account specified in the Redemption Notice.	
 
 	(d)	If on the date of redemption, the number of Preferred Shares that may be legally redeemed by the Company is less than the number of such Preferred Shares to be redeemed pursuant to this Clause [*](iii), then such excess number of Preferred Shares shall be carried forward and redeemed as soon as the Company has legally available funds therefor. The right of redemption of the Preferred Shareholders provided in this Clause [*](iii) shall rank in priority to any redemption by or distribution to holders of any other classes of Shares.	
 
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 	(e)	The Preferred Shares so redeemed shall be cancelled and may not be re-issued.	
 
 	(f)	The Company shall notify promptly the holders of Preferred Shares in writing immediately upon becoming aware of any Redemption Event or any matter, event or circumstance (including any omission to act) which will in all likelihood give rise to an Redemption Event.	
 
 	(g)	The directors of the Company shall procure that the Company would have sufficient profits available for distribution to make any redemption of the Preferred Shares required to be made pursuant to this Clause [*](iii).	
 
 	(iv)	Redemption by Company	
 
 	(a)	The Preferred Shares may, subject to the applicable legal restrictions on the Company’s redemption of its Shares, be redeemed in cash at the option of the Company at any time on or after the date falling on the first (1 st ) anniversary of the Issue Date, in full but not part, upon an Early Redemption Notice (as defined below) from the Company to the Preferred Shareholder. Unless previously redeemed, exchanged, or cancelled as provided herein, the Company shall redeem each outstanding Preferred Share on the date falling on the second (2 nd ) anniversary of the Issue Date, in full and not in part, by giving an Early Redemption Notice to each of the Preferred Shareholders.	
The redemption price for each Preferred Share (“ Early Redemption Price ”) shall be equal to the aggregate amount of:
(i) the Preferred Shares Subscription Price, and
(ii) a premium which would give the Preferred Shareholder an annual rate of return of 11.5 per cent. (11.5%) per annum in respect of the Preferred Shares Subscription Price from the Issue Date up to and including the date of payment in full of the Early Redemption Price, which premium shall be determined on the basis of a 360-day year consisting of twelve (12) months of thirty (30) days each, and in the case of an incomplete month, the number of days elapsed less the aggregate amount of all dividends received by such Preferred Shareholder from the Company in respect of such Preferred Share, for the period commencing on and including the Issue Date and ending on (and including) the date of payment in full of the Early Redemption Price.
 
 	(b)	A notice of redemption by the Company to the Preferred Shareholders to be redeemed (the “ Early Redemption Notice ”) shall be given to all the Preferred Shareholders in writing stating the mechanics of redemption no later than 20 Business Days prior to the date of	
 
44

 	redemption. The Company shall pay the Preferred Shareholders the entire Early Redemption Price within two (2) Business Days from the date of the Early Redemption Notice, or such other payment scheme as the Company and the Preferred Shareholders shall mutually determine. The Company shall also pay to the Preferred Shareholders, and references to “Early Redemption Price” in the Memorandum and the Articles shall be deemed to include, all declared but unpaid dividends and distributions on such Preferred Shares up to and including the date of redemption (if any).	
 
 	(c)	The Early Redemption Price payable to the Preferred Shareholders pursuant to Clause [*](iv) shall be settled in cash in United States dollars and paid by the Company to the Preferred Shareholders by the transfer of immediately available funds to such bank account to be notified by the Preferred Shareholders in writing.	
 
 	(d)	The Preferred Shares so redeemed shall be cancelled and may not be re-issued.	
(i) The directors of the Company shall procure that the Company would have sufficient profits or reserves available for distribution to make any redemption of the Preferred Shares pursuant to this Clause [*](iv).
 
 	(v)	Effect of Redemption Notices	
For the avoidance of doubt, upon the giving of a Redemption Notice or an Early Redemption Notice, as the case may be, the Redemption Price or the Early Redemption Price, as the case may be, shall automatically and immediately become a debt owing from the Company to the Preferred Shareholders.
 
 	(vi)	Transferability of Preferred Shares	
The Preferred Shares, whether fully or partly paid up, may be transferred in full compliance with the Articles freely, and the board of directors of the Company shall not otherwise refuse to register the transfer of any Preferred Share.
 
45

Schedule 4
Warranties
 
1.	Company Information	
 
 	1.1.1	The information relating to the Group Companies in Schedule 2 is true and accurate.	
 
 	1.1.2	The Company has no interest in, and has not agreed to acquire an interest in or merge or consolidate with, a corporate body or any other person other than the other Group Companies set out in Schedule 2.	
 
 	1.1.3	None of the Group Companies has carried on any operations or other business activities since incorporation, other than the holding the other Group Companies.	
 
 	1.1.4	Each of the Group Companies is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted (if any) and as proposed to be conducted. The constitutional documents and certificates and related contracts and agreements of the Group Companies are valid and have been duly approved or issued (as applicable) by competent authorities.	
 
2.	Shares, etc.	
 
 	2.1.1	The Subscription Shares will, upon their allotment and issuance on Completion have been duly authorised, be properly and validly allotted and fully paid-up or credited as fully paid-up and non-assessable, have all rights and benefits attaching to them under the Restated Articles and be free from all Encumbrances.	
 
 	2.1.2	Save for the security granted under the Sun Wise UK Share Charge, there is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of the shares or unissued shares in the capital of any Group Company. There is no option, warrant, conversion or subscription right, agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, any shares in the capital of any Group Company (including an option or right of pre-emption or conversion).	
 
 	2.1.3	There are no outstanding or authorised stock appreciation, phantom stock, profit participation or similar rights with respect to any Group Company.	
 
3.	Disclosure of Information	
All information relating to the Group Companies, the Ordinary Shareholder and their respective Affiliates contained in this Agreement or which has been given by or on
 
46

behalf of either of such Parties or its Affiliate to the Investor or its Representatives in the course of the negotiations leading up to this Agreement or in the course of any due diligence carried out by or on behalf of the Investor prior to entering into this Agreement was when given, and remains, true and accurate and not misleading in any respect.
 
4.	Insolvency, etc.	
 
 	4.1.1	No order has been made, petition presented, resolution passed or meeting convened for the winding-up (or other process whereby the business is terminated and the assets of any Group Company are distributed among the creditors and/or shareholders or other contributories) of any Group Company. There are no cases or proceedings under any applicable insolvency or similar laws in any relevant jurisdiction and no events have occurred which, under applicable laws, would justify any such cases or proceedings.	
 
 	4.1.2	No petition has been presented or other proceedings have been commenced for an administration or judicial management order to be made (or any other order to be made by which, during the period it is in force, the affairs, business and assets of the company concerned are managed by a person appointed for the purpose by an Authority) in relation to any Group Company nor has any such order been made.	
 
 	4.1.3	No receiver (including an administrative receiver), liquidator, judicial manager, trustee or custodian (or equivalent in the relevant jurisdiction) has been appointed in respect of the whole or any part of any of the property, assets and/or undertaking of any Group Company and no step has been taken for or with a view to the appointment of such a person.	
 
 	4.1.4	No Group Company has taken any step with a view to the suspension of payments or a moratorium of any indebtedness or has made any voluntary arrangement with any of its creditors.	
 
5.	Borrowings	
 
 	5.1.1	Save for the Existing Notes, none of the Group Companies has any outstanding loans, borrowings or other liabilities, whether actual or contingent, or loan capital, nor has it agreed to create or incur any of the foregoing.	
 
 	5.1.2	Save for the Security Documents, there is no outstanding guarantee, indemnity, suretyship or security (whether or not legally binding) given by, in favour of or for the benefit of any Group Company.	
 
6.	Contracts	
Save for the PAG Facility Documents, the Existing Notes and the Acquisition Documents, none of the Group Companies is a party to any contract, commitment, arrangement, transaction, understanding, obligation or liability. None of the Group Companies is in breach of any agreement, deed or undertaking to which it is a party. No party with whom any Group Company has entered into any agreement or arrangement is in default thereunder. None of the Group Companies has lent any
 
47

money or provided any credit or advance to any person. None of the Group Companies has given a power of attorney or any other authority (express, implied or ostensible) which is still outstanding or effective to any person to enter into any contract or commitment or do anything on its behalf.
 
7.	Claims, Litigation and Arbitration	
 
 	7.1.1	There is no subsisting, unresolved or unsettled claim for damages or otherwise made against any Group Company.	
 
 	7.1.2	None of the Group Companies is involved whether as claimant or defendant or other party in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration and no such claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration is pending or threatened by or against any Group Company (or any person for whose acts or defaults any Group Company may be vicariously liable).	
 
8.	Applicable Laws	
Each Group Company has complied with all Applicable Laws in all respects, and has not been in, and is not likely to, breach, any Applicable Law in any respect.
 
9.	Properties	
None of the Group Companies owns or has legal or equitable title or other right or interest in any real property whether in the form of leases or otherwise.
 
10.	Intellectual Property and Information Technology	
None of the Group Companies has any interest or right in any intellectual property or information technology. No claims of infringement of any intellectual property rights or interest have been made by any third party against any Group Company.
 
11.	Employees	
None of the Group Companies has any employees. None of the Group Companies maintains any pension, retirement plans, share incentive schemes, share option schemes, profit sharing schemes, bonus or other incentive arrangements for or affecting any employees. None of the Group Companies has breached any statutory requirement under any applicable employment laws or in relation to the appointment of its directors. No liability has been incurred by any Group Company for its directors or consultants and there are no claims pending or threatened, or capable of arising, against any Group Company by any director or any third party in respect of an accident or injury which is not fully covered by insurance or in relation to the terms and conditions of the appointment of the directors.
 
48

Schedule 5
Form of Put Option Notice
To:    [    ]
Dear Sirs,
Exercise of Put Option under the Investment Agreement dated [*]                2017 made between China Huarong International Holdings Limited   , Sun Wise Oriented (HK) Co., Limited  , Sun Wise (UK) Co., Ltd and Mr. Wang Yonghong (the “Agreement”)
We hereby give you notice in accordance with Clause 9 of the Agreement of the exercise of the Put Option.
Pursuant to Clause 9 of the Agreement, the number of Put Option Shares to be acquired from us upon completion of the Put Option comprises [*] Preferred Shares. The total Put Option Sale Price for such Put Option Shares is US$[*].
Completion of the transfer of the Put Option Shares shall take place at [* time ] [a.m.]/[p.m.] on [*] (“ Completion Date ”) at [*] (or such other date, time and place as may be mutually agreed between us in writing).
Terms used in this notice shall have the same meanings as defined in the Agreement. This notice is governed by and shall be construed in accordance with Hong Kong law.
Yours faithfully,
For and on behalf of
CHINA HUARONG INTERNATIONAL HOLDINGS LIMITED

	
 	
Name:	
Title:	

49

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date first above written.
The Investor

SIGNED by /s/ Bai Tianhui	 	)	
for and on behalf of	 	)	
CHINA HUARONG	 	)	
INTERNATIONAL HOLDINGS	 	)	
LIMITED	 	)	
	 	)	
in the presence of:	 	)	

/s/ Yang Shulin	
Witness name: Yang Shulin	
Witness title: Analyst	
Witness address: China Huarong Tower,
                             60 Gloucester Road,
                             Wanchai, Hong Kong	

The Ordinary Shareholder

EXECUTED AND DELIVERED	 	 	)	 	  		  		
AS A DEED	 	 	)	 	  		  		
for and on behalf of	 	 	)	 	  		  		
SUN WISE ORIENTED (HK)	 	 	)	 	  	/s/ Yu Ting	  		
CO., LIMITED	 	 	)	 	  		  		
	 	 	)	 	  		  		
by	 	Yu Ting	 	 	)	 	  		  		
in the presence of:	 	 	)	 	  		  		

/s/ Zhang Mian	
Witness name: Zhang Mian	
Witness title: Legal Manager	
Witness address: Building No. 8, Eastern International,
                             No. 1 Ciyunsi, Chaoyang District, Beijing,
                             Beijing, China 100025	

The Company

SIGNED	 	 	)	 	  		  		
For and on behalf of	 	 	)	 	  		  		
SUN WISE (UK) CO., LTD	 	 	)	 	  	/s/ Yongli Wang	  		
by	 	Yongli Wang	 	 	)	 	  		  		
in the presence of:	 	 	)	 	  		  		

/s/ Yu Ting	
Witness name: Yu Ting	
Witness title: Legal Manager	
Witness address: Building No. 8, Eastern International,
                             No. 1 Ciyunsi, Chaoyang District,
                             Beijing, China 100025	

Mr. Wang

SIGNED SEALED AND DELIVERED	 	 	)	 	  		  		
AS A DEED by	 	 	)	 	  		  		
MR. WANG YONGHONG	 	 	)	 	  	/s/ Wang Yonghong	  		
in the presence of:	 	 	)	 	  		  		

/s/ Yu Ting	
Witness name: Yu Ting	
Witness title: Legal Manager	
Witness address: Building No. 8, Eastern International,
                             No. 1 Ciyunsi, Chaoyang District,
                             Beijing, China 100025	

Exhibit 10.10
JOYFUL WELLNESS LIMITED

HK$1,083,333,334 NOTES DUE 2018

SUBSCRIPTION AGREEMENT

 

CONTENTS

Clause	  	Page	 	
			
1.	  	INTERPRETATION	  	 	2	 	
			
2.	  	ISSUE OF THE NOTES	  	 	5	 	
			
3.	  	CONDITIONS PRECEDENT	  	 	5	 	
			
4.	  	CLOSING	  	 	7	 	
			
5.	  	WARRANTIES OF THE ISSUER	  	 	9	 	
			
6.	  	UNDERTAKINGS OF THE ISSUER AND THE GUARANTOR	  	 	9	 	
			
7.	  	SELLING RESTRICTIONS AND PRE-CLOSING RESTRICTIONS	  	 	11	 	
			
8.	  	INDEMNIFICATION	  	 	11	 	
			
9.	  	FEES AND EXPENSES	  	 	12	 	
			
10.	  	SURVIVAL	  	 	12	 	
			
11.	  	TIME	  	 	12	 	
			
12.	  	ANNOUNCEMENTS AND CONFIDENTIALITY	  	 	12	 	
			
13.	  	ASSIGNMENT	  	 	13	 	
			
14.	  	ENTIRE AGREEMENT	  	 	13	 	
			
15.	  	COMPLIANCE WITH LAWS	  	 	13	 	
			
16.	  	NOTICES	  	 	13	 	
			
17.	  	LAW AND JURISDICTION	  	 	14	 	
			
18.	  	COUNTERPARTS	  	 	16	 	
		
SCHEDULE 1	  	 	17	 	
		
SCHEDULE 2	  	 	21	 	
		
SCHEDULE 3	  	 	26	 	
		
SCHEDULE 4	  	 	45	 	

THIS AGREEMENT is made on 5 May 2017.
BETWEEN
 
(1)	JOYFUL WELLNESS LIMITED  , a company with limited liability incorporated under the laws of the British Virgin Islands with BVI company number 1924964 whose registered address is 3rd Floor, J&C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands (the “ Issuer ”);	
 
(2)	ZHONGHONG ZHUOYE GROUP CO., LIMITED  , a company with limited liability established under the laws of the PRC whose registered address is No. 2015-431, Shuma Gang Building, No. 258 Gaoxin Street, Urumqi Gaoxin High-tech Industrial Development Zone (New City District), Xinjiang, PRC (the “ Guarantor ”); and	
 
(3)	FULLGOAL CHINA ACCESS RQFII FUND SPC , a company incorporated in the Cayman Islands, the registered office of which is at Clifton House, 75 Fort Street, Box 1350, Grand Cayman KY1-1108, Cayman Islands on behalf of Fullgoal Industrial Investment Fund Segregated Portfolio (the “ Investor ”).	
WHEREAS
 
(A)	The Issuer is a company incorporated in the British Virgin Islands with limited liability.	
 
(B)	The Issuer has authorised the creation and issue of HK$1,083,333,334 in aggregate principal amount Notes due 2018 (the “ Notes ”).	
 
(C)	The Notes will be in registered form and in a minimum denomination of HK$1,000,000 each and integral multiples of HK$1 in excess thereof. The Notes will be evidenced by individual Note certificates (substantially in the form set out in Schedule 2, the “ Note Certificates ”). The Investor will be issued with a Note Certificate representing its entire holding of the Notes.	
 
(D)	In connection with the Notes, (i) a deed of guarantee will be entered into by Wang Yonghong (as defined below) (the “ Personal Guarantee ”), (ii) a deed of guarantee will be entered into by Zhonghong Group (as defined below) (the “ Zhonghong Corporate Guarantee ”), (iii) a deed of guarantee will be entered into by Sun Wise HK (as defined below) (the “ Sun Wise HK Corporate Guarantee ”) (iv) a share charge will be entered into by Tianjin Shuzhi (as defined below) (as chargor) and the Investor (as the chargee) in respect of the entire issued share capital of Sun Wise HK (the “ Sun Wise HK Share Charge ”), (v) a share charge will be entered into by Sun Wise HK (as chargor) and the Investor (as chargee) in respect of the entire issued share capital of Sun Wise UK (as defined below) (the “ Sun Wise UK Share Charge ”), (vi) a share charge will be entered into by Sun Wise HK (as chargor) and the Investor (as chargee) in respect of the entire issued share capital of the Issuer (the “ Joyful Wellness Share Charge ”), and (vii) a letter of intent will be entered into by Zhonghong Stocks and the Investor whereby Zhonghong Stocks agrees to purchase all the share capital of Sun Wise HK from Tianjin Shuzhi upon the trigger of certain conditions (the “ Letter of Intent ”), each on the Closing Date (as defined below).	
 
1

IT IS AGREED as follows:
 
1.	INTERPRETATION	
 
1.1	Definitions	
In this Agreement the following expressions have the following meanings:
“ Board ” means the board of directors of the Issuer from time to time;
“ Business Day ” means a day on which commercial banks and foreign exchange markets settle payments in Hong Kong excluding any day in Hong Kong on which a typhoon signal number 8 or above or a “black” rainstorm warning is hoisted;
“ Closing ” means closing in accordance with Clause 4 ( Closing );
“ Closing Conditions ” means the conditions set out in Clause 3.1 ( Closing Conditions );
“ Closing Date ” means, subject to Clause 11 ( Time ), (x) 5 May 2017 or (y) such date as agreed between the Investor and the Issuer;
“ Companies Ordinance ” means the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the laws of Hong Kong);
“ HK$ ”, “ Hong Kong Dollar ” or “ Hong Kong dollar ” denotes the lawful currency of Hong Kong;
“ Hong Kong ” means the Hong Kong Special Administrative Region of the People’s Republic of China;
“ Insolvency Event ”, in relation to any person, means any of the following events:
 
 	(a)	such person is insolvent or unable to pay its debts as they fall due;	
 
 	(b)	an administrator, receiver or liquidator of such person or the whole or a substantial part of the undertaking, assets and revenues of such person is appointed (or an application for any such appointment is made except where disputed by such person acting diligently and in good faith and the application for appointment is dismissed within 10 Business Days); or	
 
 	(c)	an event having a substantially similar effect to any of the events referred to in paragraphs (a) to (b) above happens under the laws of any jurisdiction;	
“ Issue Documents ” means the Note Certificate, the Note Conditions, the Personal Guarantee, the Zhonghong Corporate Guarantee, the Sun Wise HK Corporate Guarantee, the Sun Wise HK Share Charge, the Sun Wise UK Share Charge, the Joyful Wellness Share Charge and the Letter of Intent;
“ Issue Price ” means, in respect of any Notes, 100 per cent. of the aggregate principal amount of such Notes;
 
2

“ Issuer and Guarantor Warranties ” means those statements set out in Schedule 1 ( Issuer Warranties ) and an “ Issuer and Guarantor Warranty ” means any one of them;
“ Liabilities ” means all present and future liabilities and obligations at any time, of the Issuer to any of the Investor, Sun Wise HK, Sun Wise UK and Tianjin Shuzhi under the Notes, Issue Documents and any inter-group loans or other financing arrangements provided by Sun Wise UK, Sun Wise HK or Tianjin Shuzhi to the Issuer (if any), both actual and contingent and whether incurred solely or jointly or in any other capacity.
“ Losses ” means any and all losses, fines, penalties, costs, claims, damages, liabilities, judgments, settlements, awards, out-of-pocket costs, expenses and attorneys’ fees (including any such costs, expenses and fees incurred in enforcing a party’s right to indemnification hereunder) and penalties and interest associated therewith, if any, in each case;
“ Note Conditions ” means the terms and conditions of the Notes as set out in Schedule 3 ( Terms and Conditions of the Notes ) of this Agreement, and any reference to a numbered “ Note Condition ” is to the correspondingly numbered provision of the conditions of the Notes;
“ Noteholder ” has the meaning given to such term in the Note Conditions;
“ Note Register ” has the meaning given to such term in the Note Conditions;
“ Notice ” means a notice given pursuant to the terms of this Agreement and shall be construed in accordance with Clause 16;
“ person ” means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;
“ Regulation  S ” shall mean Regulation S under the Securities Act;
“ Securities Act ” means the United States Securities Act of 1933, as amended;
“ Subscription ” means the subscription by the Investor for the Notes on the terms and subject to the conditions set out in this Agreement;
“ Sun Wise HK ” has the meaning given to it in the Note Conditions;
“ Sun Wise UK ” has the meaning given to it in the Note Conditions;
“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);
“ Tianjin Shuzhi ” has the meaning given to it in the Note Conditions;
“ US$ ”, “ United States Dollar ” or “ United States dollar ” denotes the lawful currency of United States of America;
 
3

“ Wang Yonghong ” has the meaning given to it in the Note Conditions;
“ Zhonghong Group ” has the meaning given to it in the Note Conditions; and
“ Zhonghong Stocks ” has the meaning given to it in the Note Conditions.
Interpretation
Unless the context otherwise requires or unless otherwise specified herein, in this Agreement:
 
 	1.1.1	any reference to any party shall be construed so as to include its successors in title and permitted assigns;	
 
 	1.1.2	any reference to any agreement or instrument is a reference to that agreement or instrument as amended or novated;	
 
 	1.1.3	a reference in Schedule 1 ( Issuer Warranties ) to the Issuer’s knowledge, information or belief means the knowledge, information and belief of each director of the Issuer and is deemed to include the knowledge, information and belief which such persons have or would have if they had made all due and careful enquiries;	
 
 	1.1.4	a provision of law is a reference to that provision as amended or re-enacted;	
 
 	1.1.5	a time of day is a reference to Hong Kong time;	
 
 	1.1.6	words denoting the singular number only shall include the plural number also and vice versa ;	
 
 	1.1.7	words denoting one gender only shall include the other genders; and	
 
 	1.1.8	references to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors shall be deemed to include, in respect of any jurisdiction other than Hong Kong, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate to such action, remedy or method of judicial proceeding described or referred to in these presents.	
 
1.2	Clauses and Schedules	
Any reference in this Agreement to a Clause, a sub-clause or a Schedule is, unless otherwise stated, to a clause or sub-clause hereof or a schedule hereto.
 
1.3	Legislation	
Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.
 
4

1.4	Headings	
Headings and sub-headings are for ease of reference only and shall not affect the construction of this Agreement.
 
1.5	Agreed Form	
Any reference herein to a document being in “ agreed form ” means that the document in question has been agreed between the proposed parties thereto in writing, subject to any amendments that the parties may agree in writing prior to the Closing Date.
 
2.	ISSUE OF THE NOTES	
 
2.1	Undertaking to issue Notes	
The Issuer undertakes to the Investor that, subject to and in accordance with the provisions of this Agreement, the Notes will be issued on the Closing Date in accordance with this Agreement and the Issue Documents.
 
2.2	Undertaking to subscribe	
The Investor undertakes to the Issuer that, subject to and in accordance with the provisions of this Agreement, it will subscribe and pay for the Notes at the Issue Price in Hong Kong dollars (or its equivalent in United States dollars if so requested by the Issuer at an exchange rate agreed between the Issuer and the Investor) less:
 
 	(a)	the first interest payment of the Notes in the amount of HK$65,000,000; and	
 
 	(b)	the arrangement fee contemplated under Clause 9.1 below in the amount of HK$10,833,333.34,	
as soon as practicable on or around the Closing Date and in accordance with the provisions of this Agreement and the Issue Documents.
 
3.	CONDITIONS PRECEDENT	
 
3.1	Closing Conditions	
Completion of the issue under Clause 2.1 ( Undertaking to issue Notes ) and the subscription under Clause 2.2 ( Undertaking to subscribe ) is conditional upon:
 
 	3.1.1	the Investor receiving on or before the Closing Date a copy of each of:	
 
 	(a)	the Memorandum and Articles of Association of each of the Issuer, Sun Wise HK, Zhonghong Group and Tianjin Shuzhi;	
 
 	(b)	the resolution(s) of the sole director of the Issuer authorising the execution of the Issue Documents to which it is a party, the issue of the Notes and the entry into and performance of the transactions contemplated hereby and thereby; and	
 
5

 	(c)	the resolution(s) of the directors of each of Sun Wise HK, Zhonghong Group and Tianjin Shuzhi authorising the execution of the Issue Documents to which it is a party and the entry into and performance of the transactions contemplated hereby and thereby;	
 
 	(d)	in respect of the Issuer, a copy of the:	
 
 	(i)	Register of Directors	
 
 	(ii)	Register of Members	
 
 	(iii)	Register of Charges (if any)	
 
 	(iv)	a Certificate of Incumbency issued by the registered agent of the Issuer; and	
 
 	(v)	a Certificate of Good Standing issued by the registrar of corporate affairs of the British Virgin Islands	
each in form and substance satisfactory to the Investor.
 
 	3.1.2	the remaining Issue Documents and other related documents are executed on or before the Closing Date by or on behalf of all parties thereto;	
 
 	3.1.3	the Investor receiving on the Closing Date, a legal opinion, dated the Closing Date, in a form acceptable to the Investor, from Herbert Smith Freehills, legal advisers to the Investor as to Hong Kong and English law;	
 
 	3.1.4	the Investor receiving on the Closing Date, a legal opinion, dated the Closing Date, in a form acceptable to the Investor, from Jingtian & Gongcheng, legal advisers to the Investor as to the laws of the People’s Republic of China;	
 
 	3.1.5	the Investor receiving on the Closing Date, a legal opinion, dated the Closing Date, in a form acceptable to the Investor, from Walkers, legal advisers to the Investor as to the laws of the British Virgin Islands;	
 
 	3.1.6	the Investor receiving on the Closing Date, a legal opinion, dated the Closing Date, in a form acceptable to the Investor, from Michael Li & Co., legal advisers to the Issuer as to the laws of Hong Kong;	
 
 	3.1.7	the Investor receiving a closing certificate on the Closing Date dated the Closing Date, addressed to the Investor, signed by the sole director or a duly authorised signatory on behalf of the Issuer in the form set out in Schedule 4;	
 
 	3.1.8	since the date of this Agreement up to and including the Closing Date, in the opinion of the Investor, there having been no adverse change, or any development reasonably likely to involve an adverse change, in the financial or trading position, condition (financial or otherwise), results of operations, profitability, shareholders’ equity, business, properties, general affairs, management or prospects of the Issuer that is material in the context of the issue of the Notes; and	
 
6

 	3.1.9	the Issuer and Guarantor Warranties remaining true, accurate and not misleading in each case in all respects,	
provided , however , that the Investor may, at its discretion, waive satisfaction of any of the Closing Conditions in Clause 3.1.9.
 
3.2	Fulfilment	
 
 	3.2.1	The Issuer shall use its best endeavours to procure the fulfilment of the Closing Conditions in Clauses 3.1.1 to 3.1.6 ( Closing Conditions ) and shall keep the Investor duly informed of its progress towards obtaining fulfilment of the Closing Conditions.	
 
 	3.2.2	Should the Issuer or the Investor become aware of anything which will or is reasonably likely to prevent any of the Conditions from being satisfied, it shall forthwith disclose the same to the other party.	
 
3.3	Non-Fulfilment	
If the Closing Conditions are not either waived or satisfied, as the case may be, by 10:00 a.m. on the Closing Date or such later time and/or date as may be agreed between the Issuer and the Investor, this Agreement shall automatically terminate, and no party will have any claim against the other for costs, damages, compensation or otherwise save for any antecedent breach (including, for the avoidance of doubt, any breach of Clause 3.2 ( Fulfilment )) and the fees and expenses contemplated under Clause 9.2.
 
4.	CLOSING	
 
4.1	Closing	
Subject to the satisfaction of all the Closing Conditions or as otherwise waived in accordance with Clause 3.1, the closing of the subscription for and issue of the Notes shall take place on the Closing Date.
 
4.2	Issuer’s obligations	
On or prior to the Closing Date, the Issuer shall deliver or arrange to be delivered to the Investor:
 
 	(a)	a copy of the Note Register showing the name of the Investor as the holder of the Notes;	
 
 	(b)	duly executed copies of the Personal Guarantee, the Zhonghong Corporate Guarantee, the Sun Wise HK Corporate Guarantee, the Sun Wise HK Share Charge, the Sun Wise UK Share Charge, the Joyful Wellness Share Charge and the Letter of Intent;	
 
 	(c)	a duly executed Note Certificate representing the aggregate principal amount of the Notes;	
 
 	(d)	a closing certificate pursuant to Clause 3.1 ( Closing Conditions );	
 
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 	(e)	copies of the resolutions specified in Clause 3.1.1 ( Closing Conditions );	
 
 	(f)	a copy of the US$250,000,000 secured financing agreement (“ Sun Wise HK Financing Agreement ”) entered into by certain entities (as lender) and Sun Wise HK (as borrower) together with evidence satisfactory to the Investor that the funds contemplated under the Sun Wise HK Financing Agreement have been transferred to Sun Wise HK; and	
 
 	(g)	evidence satisfactory to the Investor that (i) US$50,000,000 has been deposited into an escrow account in the joint name of Sun Wise UK and other parties; (ii) US$20,000,000 has been transferred to an account designated by Sun Wise HK and notified to the Investor in writing and (iii) such funds, together with the Notes (when issued) and syndicated bank loans obtained by Sun Wise HK, will be in excess of US$450,000,000.	
 
4.3	Investor’s obligations	
As soon as practicable, on or around the Closing Date and subject to Clause 2.2 above, the Investor shall pay the Issue Price to the Issuer by transfer in Hong Kong Dollars, to the account(s) agreed between the Issuer and the Investor at least 5 Business Days prior to the Closing Date.
 
4.4	Issuer’s Failure to Complete	
If the provisions of Clause 4.2 ( Issuer’s obligations ) are not complied with by the Issuer, the Investor may:
 
 	4.4.1	defer the Closing Date to a date determined at its sole discretion; or	
 
 	4.4.2	terminate this Agreement without liability of any kind and without prejudice to any rights it may have in respect of any antecedent breaches of this Agreement.	
 
4.5	Investor’s Failure to Complete	
If the provisions of Clause 4.3 ( Investor’s obligations ) are not complied with by the Investor, the Issuer may:
 
 	4.5.1	defer the Closing Date to a date determined at its sole discretion; or	
 
 	4.5.2	terminate this Agreement without liability of any kind and without prejudice to any rights it may have in respect of any antecedent breaches of this Agreement.	
 
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5.	WARRANTIES OF THE ISSUER	
 
5.1	General	
Each of the Issuer and the Guarantor represents, warrants and undertakes to the Investor that each Issuer and Guarantor Warranty is true, accurate and not misleading at the date of this Agreement and as at the Closing Date by reference to the facts and circumstances as at the Closing Date.
 
5.2	Warranties independent and separate	
Each of the Warranties shall be construed as an independent and separate warranty and shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement.
 
5.3	Change in matters represented	
Each of the Issuer and the Guarantor shall forthwith notify the Investor of anything which at any time prior to the Closing Date has or may have rendered, or will or may render, untrue or incorrect in any respect any Issuer and Guarantor Warranty as if it had been made or given at such time with reference to the facts and circumstances then subsisting.
 
6.	UNDERTAKINGS OF THE ISSUER AND THE GUARANTOR	
 
6.1	Use of Proceeds	
 
 	6.1.1	The Issuer will use the net proceeds from the issue of the Notes to directly or indirectly on-lend to Sun Wise UK to finance Sun Wise UK’s purchase of certain shares in SeaWorld Entertainment Inc. from Blackstone Group LP.	
 
 	6.1.2	The Issuer will not, directly or indirectly, use the proceeds from the issue of the Notes, or lend, contribute or otherwise make available all or any part of such proceeds to, or for the benefit of, any subsidiary, joint venture partner, country, territory or other individual or entity:	
 
 	(a)	to fund or facilitate any activities or business of or with any individual entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions (as defined in paragraph 14 of Schedule 1 ( Issuer Warranties )); or	
 
 	(b)	in any other manner or for any other purpose that will result in a violation of any Sanctions or anti-bribery laws referred to in paragraph 12 of Schedule 1 ( Issuer Warranties ) or Anti-Money Laundering Laws (as defined in paragraph 13 of Schedule 1 ( Issuer Warranties )) by any individual or entity, including any individual or entity participating in the offering, whether as underwriter, adviser, investor or otherwise.	
 
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6.2	Termination of the Agreement	
 
 	6.2.1	This Agreement shall terminate upon:	
 
 	(a)	redemption in accordance with Note Condition 7 pursuant to which each Noteholder receives the full amount payable to it pursuant to such Note Condition; or	
 
 	(b)	notwithstanding anything contained in this Agreement, the Investor may give a termination notice to the Issuer at any time prior to the payment of the net proceeds of the issue of the Notes to the Issuer on the Closing Date if:	
 
 	(i)	Inaccuracy of representation : any Issuer and Guarantor Warranty is or proves to be untrue or incorrect on the date of this Agreement or on any date on which it is deemed to be repeated;	
 
 	(ii)	Breach of obligation : the Issuer or Guarantor fails to perform any of its obligations under this Agreement; or	
 
 	(iii)	Failure of condition precedent : any of the conditions in Clause 3.1 ( Closing Conditions ) is not satisfied nor waived by the Investor on the Closing Date.	
 
 	6.2.2	For the avoidance of doubt, a termination pursuant to this Clause 6.2 shall be without prejudice to any accrued rights and Clauses 10 ( Survival ), 12.2 ( Confidentiality ), 16 ( Notices ) and 17 ( Law and Jurisdiction ) shall survive such termination.	
 
6.3	Source of funds for payment of interest and principal	
For so long as the Notes are outstanding, the Guarantor undertakes:
 
 	6.3.1	to use the cash flows generated from its business to assist the Issuer in repaying the principal and interest under the Notes;	
 
 	6.3.2	to use any proceeds generated from financing transactions by it or its subsidiaries (including Zhonghong Stocks) to assist the Issuer in repaying the principal, interest and other amounts payable under the Notes and Issue Documents; and	
 
 	6.3.3	that any funds that need to be transferred from within the PRC to outside the PRC for the purpose of repaying the principal, interest and other amounts payable under the Notes and Issue Documents will be conducted in a reasonable and lawful manner.	
 
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6.4	Priority of Payment	
The parties to this Agreement agree that the Liabilities owed by Issuer to the Investor, Sun Wise HK, Sun Wise UK and Tianjin Shuzhi respectively shall rank in right and priority of payment in the following order and are postponed and subordinated to any prior ranking Liabilities as follows:
 
 	6.4.1	first, the Notes and the Issue Documents; and	
 
 	6.4.2	second, any inter-group loans or other financing arrangements provided by Sun Wise HK, Sun Wise UK or Tianjin Shuzhi to the Issuer (if any).	
 
7.	SELLING RESTRICTIONS AND PRE-CLOSING RESTRICTIONS	
 
7.1	No action has been taken or will be taken in any jurisdiction by the Investor or the Issuer that would, or is intended to, permit a public offering of the Notes, or possession or distribution of any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required.	
 
7.2	The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or for the account or benefit of any U.S. person, as defined in Regulation S under the Securities Act except pursuant to any exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.	
 
7.3	From the date of this Agreement until and including the Closing Date (or date of termination of this Agreement if earlier), each of the Issuer and the Guarantor undertakes to the Investor that it will comply with Condition 4 of the Note Conditions.	
 
8.	INDEMNIFICATION	
 
8.1	Indemnity by Issuer and Guarantor	
After Closing, each of the Issuer and the Guarantor undertakes to the Investor that if the Investor incurs any Losses attributable to:
 
 	8.1.1	any inaccuracy, alleged inaccuracy or any breach of any representation and warranty by the Issuer or the Guarantor of any Issuer and Guarantor Warranty (on the date of this Agreement or on any date when it is deemed to be repeated);	
 
 	8.1.2	any breach or alleged breach by the Issuer or the Guarantor of any of its undertakings in this Agreement including, but without limitation, the failure by the Issuer to issue the Notes;	
 
 	8.1.3	the failure or alleged failure by the Issuer, the Guarantor or any of their directors or officers to comply with any requirements of statute or regulation in relation to the issue of the Notes; or	
 
 	8.1.4	investigating, disputing, defending or preparing to defend any such matter as is described in Clause 8.1.1, 8.1.2 or 8.1.3,	
the Issuer and the Guarantor shall, jointly and severally, pay to the Investor an amount equal to such Losses on an after tax basis as soon as possible following receipt of evidence of such Losses.
 
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9.	FEES AND EXPENSES	
 
9.1	The Issuer (failing which the Guarantor) shall, on the Closing Date, pay to the Investor an arrangement fee of one per cent. of the aggregate principal amount of the Notes (which for the avoidance of doubt, is HK$10,833,333.34). The Investor is entitled to deduct the arrangement fee from the subscription moneys for the Notes.	
 
9.2	The Issuer shall bear all costs and expenses, regardless of whether the Notes contemplated under this Agreement are successfully issued, including:	
 
 	9.2.1	all fees of agents, representatives, solicitors, accountants, actuaries and other advisers employed by either party (including, without limitation the fees and expenses of the Investor’s lawyers as well as third party translation costs);	
 
 	9.2.2	taxes, duties, assessments or governmental charges; and	
 
 	9.2.3	all stamp, registration and other taxes and duties,	
in connection with the negotiation, preparation, execution and performance of this Agreement and the Issue Documents and the issue of the Notes.
 
10.	SURVIVAL	
The provisions of this Agreement shall continue in full force and effect notwithstanding the completion of the arrangements set out herein for the issue of the Notes.
 
11.	TIME	
Any date or period specified herein may be postponed or extended by mutual agreement between the parties but, as regards any date or period originally fixed or so postponed or extended, time shall be of the essence.
 
12.	ANNOUNCEMENTS AND CONFIDENTIALITY	
 
12.1	Announcements	
 
 	12.1.1	Except as required by law or by a governmental or regulatory or supervisory body or authority of competent jurisdiction to whose rules the party making the announcement or disclosure is subject (including, but not limited to, any requirements of the U.S. Securities and Exchange Commission), no announcement or circular or disclosure in connection with the existence or subject matter of this Agreement shall be made or issued by or on behalf of a party without the prior written approval of the other party (such approval not to be unreasonably withheld or delayed).	
 
 	12.1.2	Where any announcement or disclosure is made in reliance on the exception in Clause 12.1.1, the party making the announcement or disclosure shall so far as practicable consult with the other party in advance as to the form, content and timing of the announcement or disclosure.	
 
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12.2	Confidentiality	
Subject to Clause 12.1 and except as required by law, regulation or legal process, the terms of this Agreement, the Issue Documents and the issue of the Notes (“ Confidential Information ”) are confidential and shall not be disclosed to any third party (except to any person with a beneficial interest in the Investor, the legal and financial advisers of the parties and to bona fide purchasers of the Notes and except as required by law or by regulations to which the Issuer is subject). If the Issuer or Guarantor is required by law, legal process or regulation to disclose any Confidential Information, it shall, at a reasonable time before making any such disclosure or filing, and to the extent permitted by law consult with the Investor regarding such disclosure and use reasonable efforts to seek confidential treatment for such portions of the disclosure or filing as may be reasonably requested by the Investor.
 
13.	ASSIGNMENT	
The Issuer shall not assign or transfer any of its rights and obligations under this Agreement without the prior consent in writing of the Investor. The Investor may assign or transfer any of its rights under this Agreement without the prior consent of the Issuer.
 
14.	ENTIRE AGREEMENT	
This Agreement together with the Issue Documents constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.
 
15.	COMPLIANCE WITH LAWS	
The Issuer’s and Guarantor’s obligations under this Agreement and the Issue Documents are subject to the performance of such obligations not being reasonably and objectively expected to contravene or constitute a breach of any applicable laws and regulations. Each of the Issuer and Guarantor agrees to comply with such obligations to the extent permitted under any applicable laws and regulations.
 
16.	NOTICES	
 
16.1	Addresses for notices	
A Notice under or in connection with this Agreement shall be:
 
 	16.1.1	in writing and in English or in Chinese; and	
 
 	16.1.2	delivered personally, sent by fax with confirmation receipt followed by mail posted within 24 hours or sent by courier to the party due to receive the Notice at the facsimile number or address referred to in Clause 16.2 or such other facsimile number or address as a party may specify by notice in writing to the other parties received before the Notice was despatched.	
 
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16.2	For the purposes of this Clause 16, a Notice shall be sent to the facsimile numbers or addresses and for the attention of those persons set out below:	
 
 	16.2.1	in the case of the Issuer:	

Address:	  	Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon	
		
Fax Number:	  	+852 3184 0111	
		
Attention:	  	Mr. Rui Zhou	
 
 	16.2.2	in the case of the Guarantor:	

Address:	  	Zhonghong Zhuoye Group, Building No. 8, Eastern International, No. 1 Ciyunsi, Chaoyang District. Beijing. China 100025	
		
Fax Number:	  	+86 010 85356953	
		
Attention:	  	Yu Ting	
 
 	16.2.3	in the case of the Investor:	

Address:	  	Room 2404-5 Man Yee Building, 68 Des Voeux Road Central, Hong Kong	
		
Fax Number:	  	+852 3713 3023	
		
Attention:	  	Ken Hui	
or to such other address or facsimile number as the relevant party may have notified to the other by not less than 7 days’ written notice to the other party before the Notice was despatched.
 
16.3	Unless there is evidence that it was received earlier, a Notice is deemed given if:	
 
 	16.3.1	delivered personally, when left at the address referred to in Clause 16.2;	
 
 	16.3.2	sent by courier, two (2) business days after posting it; or	
 
 	16.3.3	sent by fax, when confirmation of its transmission has been recorded on the sender’s fax machine.	
 
17.	LAW AND JURISDICTION	
 
17.1	Governing law	
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
 
17.2	Jurisdiction	
 
 	17.2.1	Subject to Clause 17.2.3 below, the courts of England have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter, existence, negotiation, validity, termination or enforceability (including any non-contractual dispute or claim) (a “ Dispute ”).	
 
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 	17.2.2	Subject to Clause 17.2.3 below, the parties to this Agreement agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly the Issuer and the Guarantor will not:	
 
 	(a)	argue to the contrary; or	
 
 	(b)	initiate or pursue any proceedings relating to a Dispute in any jurisdiction other than England.	
 
 	17.2.3	Notwithstanding Clauses 17.2.1 and 17.2.2 above, the Investor shall not be prevented from initiating or pursuing proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Investor may initiate or pursue:	
 
 	(a)	proceedings in any other court; and	
 
 	(b)	concurrent proceedings in any number of jurisdictions,	
irrespective of whether proceedings have already been initiated by any party in England. Each of the Issuer and the Guarantor irrevocably waives any right that it may have to claim that the action has been brought in an inconvenient forum.
 
17.3	Process Agent	
Without prejudice to any other mode of service allowed under any relevant law, each of the Issuer and the Guarantor:
 
 	17.3.1	irrevocably appoints Sun Wise (UK) Co., Ltd at its place of business at 60 Strand, London, United Kingdom WC2N 5LR as its agent for service of process in relation to any proceedings before the courts of England in connection with this Agreement; and	
 
 	17.3.2	agrees that failure by a process agent to notify the Issuer or the Guarantor of the process will not invalidate the proceedings concerned.	
 
17.4	Third Party Rights	
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this shall not affect any right or remedy which exists or is available apart from such Act.
 
17.5	Waiver of immunity	
To the extent that the Issuer or the Guarantor may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgement or otherwise) or other legal process and to the extent that such immunity (whether or not claimed) may be attributed in any such jurisdiction to the Issuer, the Guarantor or their assets or revenues, each of the Issuer and the Guarantor agrees not to claim and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.
 
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18.	COUNTERPARTS	
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when so executed shall constitute one and the same binding agreement between the parties.
AS WITNESS the hands of the duly authorised representatives of the parties to this Agreement the day and year first before written.
 
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SCHEDULE 1
ISSUER AND GUARANTOR WARRANTIES
Each of the Issuer and the Guarantor hereby represents, warrants and undertakes to the Investor as follows:
 
1.	each of the Issuer and the Guarantor is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, is not in liquidation or receivership and has full power and authority to own its properties and assets and conduct its business, and is lawfully qualified to do business in those jurisdictions in which business is conducted by it;	
 
2.	each of the Issuer and the Guarantor has the necessary power and authority and has obtained all necessary consents to enter into and perform this Agreement and the Issue Documents to which it is a party, and that this Agreement and the Issue Documents to which it is a party have been, or will be, as the case may be, duly authorised and executed by the Issuer and the Guarantor, as the case may be, and constitutes or will constitute valid and legally binding obligations of the Issuer and the Guarantor, as the case may be, and the execution, delivery and performance by the Issuer and the Guarantor of this Agreement and the Issue Documents to which they are a party do not and will not result in a breach of any provisions of its constitutional documents or of any applicable laws;	
 
3.	the Notes will constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future secured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application;	
 
4.	the Zhonghong Corporate Guarantee will constitute direct, general and unconditional obligations of the Guarantor which will at all times rank pari passu among themselves and at least pari passu with all other present and future secured obligations of the Guarantor, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application;	
 
5.	no action or thing is required to be taken, fulfilled or done (including without limitation the obtaining of any consent or licence or the making of any filing or registration) for the issue of the Notes, the execution and delivery of the Issue Documents, the carrying out of the transactions contemplated by the Issue Documents or the compliance by the Issuer or the Guarantor with the terms of the Notes and the Issue Documents to which they are a party;	
 
6.	the execution and delivery of the Issue Documents, the issue of the Notes, the carrying out of the transactions contemplated by the Issue Documents and compliance with their terms do not and will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of association or by-laws or similar organisational documents constituting the Issuer or the Guarantor or any indenture, trust deed, mortgage, loan agreement, lease or other agreement or instrument to which the Issuer is a party or by which the Issuer or the Guarantor or any of the Issuer’s or the Guarantor’s properties are bound or (ii) violate and/or infringe any existing applicable licence, authorisation, law, rule, regulation, judgment,	
 
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 	arbitral award, order or decree of any government, governmental or regulatory body, court or tribunal, domestic or foreign, having jurisdiction over the Issuer or the Guarantor or any of the Issuer’s or Guarantor’s properties;	
 
7.	since 31 December 2016, there has been no change (nor any development or event involving a prospective change of which the Issuer is, or might reasonably be expected to be, aware) which is materially adverse to the financial position, condition (financial or otherwise), results of operations, profitability, shareholders’ equity, business, properties, general affairs, management or prospects of the Issuer or the Guarantor or which would adversely affect the ability of each of the Issuer or Guarantor to perform its obligations under the Issue Documents to which it is a party or the Notes or which is material in the context of the issue of the Notes (“ Material Adverse Effect ”);	
 
8.	neither the Issuer nor the Guarantor is in breach of, violation of or in default in the performance of any obligation under any agreement, covenant or condition contained in any indenture, trust deed, loan agreement, mortgage, lease or other agreement, instrument, document or contract to which it is a party or which is binding on it or any of its real property and other assets owned by it or any rights or interests thereto in each case as are necessary to conduct the business now operated by it ( “Assets” ) or revenues, which breach, violation or default would, individually or in aggregate, have a Material Adverse Effect;	
 
9.	the entry into by each of the Issuer and the Guarantor of the Notes and the Issue Documents to which it is a party constitutes, and the exercise by the Issuer of its rights and performance under the Notes and the Issue Documents will constitute, private and commercial acts performed for private and commercial purposes. Neither the Issuer nor the Guarantor nor any of their assets or properties has any immunity in respect of their obligations under the Issue Documents, the Notes or from the jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment or attachment in aid of execution or otherwise) under the laws of Hong Kong or England (as the case may be);	
 
10.	neither the Issuer nor the Guarantor is engaged in any litigation, arbitration, governmental or regulatory proceeding which (individually or in aggregate) would have or has had a significant and adverse effect on the financial position of the Issuer or the Guarantor or which individually or collectively are material for disclosure in the context of the issue of the Notes, and no such litigation, arbitration or proceeding is threatened or pending;	
 
11.	neither the Issuer nor the Guarantor is (i) in violation of its articles of association or by-laws or similar organisational documents or (ii) in violation of any licence, authorisation, law, rule, regulation, judgment, arbitral award, order or decree of any government, governmental body, regulatory authority, court or tribunal, domestic or foreign, having jurisdiction over the Issuer or any of its properties;	
 
12.	with respect to each of the Issuer and the Guarantor, no event has occurred nor has any event occurred which, with the giving of notice and/or lapse of time and/or fulfilment of any other requirement would result in an Insolvency Event;	
 
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13.	neither the Issuer or the Guarantor nor any director, officer, or, to the best knowledge of the Issuer or the Guarantor (after due and careful enquiry) agent, employee, affiliate or other person acting on behalf of the Issuer, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of:	
 
 	(i)	the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ” ), or any other applicable anti-bribery or anti-corruption law or regulation similar to the FCPA (including but not limited to, the UK Bribery Act of 2010) in any other jurisdiction, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorisation of the payment of any money, or other property, gift, promise to give, or authorisation of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; or	
 
 	(ii)	any applicable anti-bribery or anti-corruption law or regulation of any such other jurisdiction, and the Issuer and its affiliates have conducted their businesses in compliance with the FCPA and all applicable anti-bribery or anti-corruption laws and regulations of any such other jurisdiction and have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance and the prevention of violation of, such laws, rules and regulations;	
 
14.	the operations of the Issuer and the Guarantor are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “ USA PATRIOT Act ” ), and the applicable anti-money laundering laws, regulations, rules and guidelines in each jurisdiction where the Issuer conducts business and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (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 the Issuer with respect to the Anti-Money Laundering Laws is pending or threatened;	
 
15.	none of the Issuer or the Guarantor nor any director, officer, employee, agent, affiliate or other person acting on behalf of the Issuer or the Guarantor, is an individual or entity that is, or is owned or controlled by an individual or entity that is:	
 
 	(a)	the subject of any sanctions administered or enforced by the U.S. Government (including, without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control ( “ OFAC ” ), the U.S. Department of State pursuant to the Iran Sanctions Act, as amended, the United Nations Security Council ( “ UNSC ” ), the Council of the European Union ( “ EU ” ) or Her Majesty’s Treasury ( “ HMT ” ) or other relevant sanctions authority or is an individual or entity listed on any list of specially-designated and/or restricted individuals, entities and/or organisations published by any of OFAC, HMT, the EU, the U.S. or other relevant sanctions authority (collectively, “ Sanctions ” ); or	
 
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 	(b)	located, organised or resident in a country or territory that is the subject of Sanctions;	
 
16.	for the past five years, neither the Issuer nor the Guarantor has engaged in, and neither the Issuer nor the Guarantor is now engaged in, any projects, dealings or transactions with any government, individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions;	
 
17.	the Issuer will not, directly or indirectly, use the proceeds of the offering of the Notes, or lend, contribute or otherwise make available all or any part of such proceeds to, or for the benefit of, any subsidiary, joint venture partner, country, territory or other individual or entity:	
 
 	(a)	to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or	
 
 	(b)	in any other manner or for any other purpose that will result in a violation of Sanctions, anti-bribery laws referred to in paragraph 12 of this Schedule 1 ( Issuer Warranties ) or Anti-Money Laundering Laws (as defined in paragraph 13 of this Schedule 1 ( Issuer Warranties )) by any individual or entity, including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise;	
 
18.	the Issuer is a “foreign issuer” (as such term is defined in Regulation S) which reasonably believes that there is no “substantial U.S. market interest” (as such term is defined in Regulation S) in its debt securities;	
 
19.	neither the Issuer or the Guarantor nor any persons acting on its or their behalf (which for the avoidance of doubt shall not include the Investor) have engaged or will engage in any directed selling efforts (as defined in Regulation S under the Securities Act) with respect to the Notes and it and they have complied and will comply with the offering restrictions requirement of Regulation S; and	
 
20.	neither the Issuer or the Guarantor has received notice of nor is the Issuer or Guarantor aware of any police, legal, arbitral, governmental or any regulatory investigations or pending claims, actions, suits or proceedings in relation to Sanctions against or affecting the Issuer or Guarantor or any of their directors, officers or any of the Issuer’s or Guarantor’s properties and no such investigations, claims, actions, suits or proceedings are threatened or contemplated.	
 
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SCHEDULE 2
FORM OF NOTE CERTIFICATE
Serial Number:                     
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
JOYFUL WELLNESS LIMITED

(the “Issuer”)
(incorporated in the British Virgin Islands with liability limited)
HK$1,083,333,334 Notes due 2018
This Note Certificate is issued in respect of the notes due 2018 (the “ Notes ”) of Joyful Wellness Limited  (the “ Issuer ”) issued pursuant to the articles of association, the resolutions of the sole director of the Issuer passed on     May 2017, and the subscription agreement dated 5 May 2017 entered into by and among the Issuer, Zhonghong Zhuoye Group Co., Limited  and FULLGOAL CHINA ACCESS RQFII FUND SPC (as amended or supplemented from time to time) (“ Subscription Agreement ”).
Words and expressions used in the Subscription Agreement and the Conditions have the same meanings when used in this Note Certificate.
Any reference herein to the “ Conditions ” is to the terms and conditions of the Notes endorsed hereon (as modified from time to time in accordance with such Conditions) and any reference to a numbered “ Condition ” is to the correspondingly numbered provision thereof. The Notes are issued subject to and with the benefit of the Conditions which are deemed to be part of it. The Conditions are binding on both the Noteholder of the Notes and the Issuer. The Issuer undertakes (both to the Noteholder of the Notes and to any lawful transferee thereof pursuant to Condition 3.3) to perform its obligations in accordance with the provisions of the Conditions
This is to certify that                                                                                                                                                                                        
of                                                                                                                                                                                                                                                                                                                                                                                                                                                
is, at the date of this certificate, the person registered in the Note Register in relation to the Notes as the duly registered holder or, if more than one person is so registered, the first-named of such persons of:
 
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HK$1,083,333,334
(ONE BILLION EIGHTY THREE MILLION THREE HUNDRED AND THIRTY THREE THOUSAND THREE HUNDRED AND THIRTY FOUR HONG KONG DOLLARS)
in aggregate principal amount of the Notes.
The Issuer, for value received, hereby promises to pay such principal sum to the registered holder as the same may become payable in accordance with the Conditions, and to pay interest on such principal sum in arrears on the dates and at the rate specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions.
This Note Certificate is evidence of entitlement only and is not a document of title. Entitlements are determined by the Note Register and only the holder is entitled to payment in respect of this Note Certificate.
This Note Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.
Dated:

EXECUTED AND DELIVERED	 	)	 		 		 		 		 		
AS A DEED by	 	)	 		 		 		 		 		
JOYFUL WELLNESS	 	)	 		 		 		 		 		
LIMITED 	 	)	 		 		 		 		 		
BY ZHOU RUI	 	)	 		 		 		 		 		
in the presence of	 	)	 		 		 		 		 		
	 	)	 		 		 		 		 		

	 		 		 		 		 		 	Sole Director	

	 		 		 		 		 		 	Print Name	
THE NOTES ARE TRANSFERABLE IN ACCORDANCE WITH THE PROVISIONS OF THE CONDITIONS OF THE NOTES.
 
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On the back:
Terms and Conditions of the Notes
[ The Terms and Conditions that are set out in Schedule  3 to the Subscription Agreement shall be set out here .]
 
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FIRST SCHEDULE TO NOTE CERTIFICATE
FORM OF TRANSFER
FOR VALUE RECEIVED                                                                                                                                                                                ,
being the registered holder of this Note Certificate, hereby transfers to
                                                                                                                                        of                                                                                   

                                      Hong Kong Dollars                                          in principal amount of HK$1,083,333,334 Notes due 2018 (the “ Notes ”) of Joyful Wellness Limited  (the “ Issuer ”) and irrevocably requests and authorises the Issuer to effect the relevant transfer by means of appropriate entries in the Note Register kept by it.
Dated:
By:
( duly authorised )
Notes
The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Note Certificate.
 
(a)	A representative of such registered holder should state the capacity in which he signs, e.g. executor.	
 
(b)	Any transfer of the Notes shall be in an amount equal to at least HK$1,000,000 each and integral multiples of HK$1 in excess thereof, provided, however, that a Note may not be transferred unless the denomination of the Notes transferred and the denomination of the balance of the Notes not transferred are each an Authorised Holding.	
 
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SECOND SCHEDULE TO NOTE CERTIFICATE
FORM OF AGREEMENT
THIS AGREEMENT is made on [●] 2018.
BETWEEN
 
(1)	JOYFUL WELLNESS LIMITED  , a company with limited liability incorporated under the laws of the British Virgin Islands with BVI company number 1924964 whose registered address is 3rd Floor, J&C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands (the “ Issuer ”); and	
 
(2)	FULLGOAL CHINA ACCESS RQFII FUND SPC , a company incorporated in the Cayman Islands, the registered office of which is at Clifton House, 75 Fort Street, Box 1350, Grand Cayman KY1-1108, Cayman Islands on behalf of Fullgoal Industrial Investment Fund Segregated Portfolio (the “ Investor ”).	
WHEREAS
 
(A)	The Issuer, the Guarantor and the Investor have entered into a subscription agreement dated 5 May 2017 (“ Subscription Agreement ”) in connection with the creation and issue of HK$1,083,333,334 in aggregate principal amount of Notes due 2018 (the “ Notes ”).	
 
(B)	This Issuer, the Guarantor and the Investor have agreed to enter into this Agreement for the purpose of extending the Maturity Date pursuant to Condition 7.1 of the Note Conditions.	
IT IS AGREED as follows :
 
(C)	Terms defined in the Subscription Agreement shall, unless the context requires otherwise or amended herein, have the same meanings when used herein.	
 
(D)	Pursuant to Condition 7.1 of the Note Conditions, the Issuer and the Investor agree that the Maturity Date of the Notes shall be 2 May 2019.	
 
(E)	This Agreement is governed by and construed in accordance with English law. Conditions 13.2 to 13.4 of the Note Conditions shall apply to this agreement as if expressly incorporated herein.	
AS WITNESS the hands of the duly authorised representatives of the parties to this Agreement the day and year first before written.
JOYFUL WELLNESS LIMITED 
By:
FULLGOAL CHINA ACCESS RQFII FUND SPC
By:
 
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SCHEDULE 3
TERMS AND CONDITIONS OF THE NOTES
The issue of the HK$1,083,333,334 aggregate principal amount of notes due 2018 (the “ Notes ) by Joyful Wellness Limited  (the “ Issuer ”) was authorised by written resolutions of the Issuer’s sole director dated May 2017. The Notes are evidenced by note certificate(s) dated on or about 5 May 2017 entered into by the Issuer and are subject to the statements in these terms and conditions of the Notes (these “ Conditions ”).
 
1.	FORM AND DENOMINATION	
The Notes are issued in registered form in a minimum denomination of HK$1,000,000 each and integral multiples of HK$1 in excess thereof (each, an “ Authorised Holding ”). A Note certificate (each a “ Note Certificate ”) will be issued to each Noteholder in respect of its registered holding of Notes. Each Note and each Note Certificate will be numbered serially with an identifying number which will be recorded on the relevant Note Certificate and in the register of Noteholders (the “ Note Register ”) kept by the Issuer.
 
2.	STATUS, GUARANTEE AND SECURITY	
 
2.1	Status	
The Notes shall constitute the direct, guaranteed, unconditional and secured obligations of the Issuer. The Notes shall rank:
 
 	2.1.1	senior to the share capital of the Issuer from time to time; and	
 
 	2.1.2	at least pari passu with all other present and future secured and unsubordinated obligations of the Issuer, save for such obligations as may be preferred by mandatory provisions of law.	
 
2.2	Guarantee	
Each Guarantor has unconditionally and irrevocably guaranteed the due payment of all sums expressed to be payable by the Issuer under the Notes and the Transaction Documents. Each Guarantor’s obligations in respect of the Notes and the Transaction Documents are contained in the relevant Deed of Guarantee.
 
2.3	Security	
The payment obligations and the performance of all the obligations of the Issuer under the Notes and the Transaction Documents are secured by the security interests pursuant to the Sun Wise HK Share Charge, the Sun Wise UK Share Charge and the Joyful Wellness Share Charge.
 
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3.	REGISTER, TITLE AND TRANSFERS	
 
3.1	Note Register	
The Issuer shall keep and maintain a register in respect of the Notes and shall enter in the Note Register:
 
 	3.1.1	the name and address of each Noteholder for the time being;	
 
 	3.1.2	the denomination of Notes held by each Noteholder;	
 
 	3.1.3	the date on which the name of each Noteholder is entered in the Note Register in respect of the Notes registered in its name; and	
 
 	3.1.4	the date on which each Note is exercised.	
Any change in the name or address of any Noteholder shall be notified to the Issuer by the Noteholder as soon as reasonably practicable following such change by notice in accordance with Condition 11 (Notices), following which the Issuer shall update the Note Register accordingly. Each Noteholder or any person authorised by a Noteholder shall be entitled at all times during office hours upon one Business Days’ notice to inspect the Note Register and to take copies of or extracts from it. A Noteholder may assign any of its rights under the Notes without the prior consent of the Issuer.
 
3.2	Title	
Title to the Notes passes only by transfer and registration in the Note Register. Each Noteholder shall (except as otherwise required by applicable laws) be treated as the absolute owner of such Note(s) registered under its name for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing on the Note Certificate relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft of such Note Certificate). Every subsequent Noteholder shall be recognised by the Issuer as entitled to its Notes free from any equity, set off or cross claim on the part of the Issuer against the original or any intermediate holder of such Notes.
 
3.3	Transfers and Redemption	
Subject to Condition 3.6 (Closed periods), a Note may only be transferred or redeemed:
 
 	3.3.1	in the case of a transfer, provided that any applicable stamp duty and taxes are paid by the Noteholder and/or the transferee, upon surrender at the Specified Office of the Note Certificate issued in respect of that Note with the endorsed form of transfer (in the form set out in a schedule to the Note Certificate) duly completed and signed by the Noteholder or his attorney duly authorised in writing. The transferor shall be deemed to remain the Noteholder of the relevant Note until the name of the transferee is entered in the Note Register in respect of the Note; or	
 
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 	3.3.2	in the case of a redemption in accordance with the requirements under Condition 7 (Redemption),	
provided however that a Note may not be transferred or redeemed unless the principal amount of Notes transferred or redeemed and (where not all of the Notes held by a Noteholder are being transferred or redeemed) the principal amount of the balance of Notes not transferred or redeemed are each an Authorised Holding. Where not all the Notes represented by the surrendered Note Certificate are the subject of the transfer or redemption, a new Note Certificate in respect of the balance of the Notes will be issued and delivered to the transferor by or on behalf of the Issuer within two Business Days of the surrender of that Note Certificate.
The Issuer shall promptly record any transfer or redemption in the Note Register.
 
3.4	Registration and delivery of Note Certificates	
Within three Business Days of the surrender of a Note Certificate in accordance with Condition 3.3 (Transfers and Redemption), the Issuer will register the transfer in question and deliver a new Note Certificate of the principal amount to the Notes transferred to each relevant holder at the Specified Office or (at the request of any such relevant holder) by courier to the address specified for the purpose by such relevant holder.
 
3.5	No charge	
The transfer or redemption of a Note will be effected without charge by or on behalf of the Issuer.
 
3.6	Closed periods	
No Noteholder may require the transfer of a Note to be registered:
 
 	3.6.1	during the period of seven Business Days ending on (and including) the Maturity Date;	
 
 	3.6.2	after a Redemption Notice or an Early Redemption Notice has been delivered with respect to such Note; or	
 
 	3.6.3	during the period of five Business Days ending on (and including) any Interest Payment Date.	
Each such period is referred herein as a “ Closed Period ”.
 
3.7	Loss or destruction of Note Certificates	
The Issuer may waive production of any Note Certificate in respect of a transfer or redemption (as the case may be) upon provision of evidence of the loss or destruction of such certificate as it may reasonably require. The Issuer may not decline any transfer or redemption and must register and perform its obligations with respect to such transfer or redemption of the Note(s) in accordance with these Conditions.
 
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4.	COVENANTS	
 
4.1	General undertakings	
For so long as a Noteholder holds Notes the Issuer undertakes that, save with the prior written consent of the Noteholders:
 
 	4.1.1	it will ensure that neither it, Sun Wise HK nor Sun Wise UK’s memorandum of association and articles of association will be amended, repealed or altered other than in connection with the financing provided to Sun Wise UK for Sun Wise UK’s purchase of certain shares in SeaWorld Entertainment Inc. from Blackstone Group LP (“ SeaWorld Shares Acquisition ”);	
 
 	4.1.2	neither it, Sun Wise HK nor Sun Wise UK will enter into any business that is unrelated to the general nature of their respective businesses as at 5 May 2017;	
 
 	4.1.3	neither it, Sun Wise HK nor Sun Wise UK will hold any assets (other than (a) in the case of Sun Wise HK, 100 per cent. of the shares in Sun Wise UK and the Issuer, respectively and (b) in the case of Sun Wise UK, the shares in SeaWorld Entertainment Inc. purchased from Blackstone Group LP as described in Condition 4.1.10) or engage in any businesses other than the holding of shares;	
 
 	4.1.4	neither it, Sun Wise HK nor Sun Wise UK will take any steps or actions to effect any merger, split, reorganisation, reduction, split, dissolution, liquidation, issue / repurchase of its shares;	
 
 	4.1.5	neither it, Sun Wise HK nor Sun Wise UK will directly or indirectly effect any sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of their properties, assets or subsidiaries;	
 
 	4.1.6	neither it, Sun Wise HK nor Sun Wise UK will take any steps or actions to provide financing to third parties (other than Sun Wise HK providing financing to Sun Wise UK in connection with the SeaWorld Shares Acquisition);	
 
 	4.1.7	save for the security granted under the Transaction Documents, neither it, Sun Wise HK nor Sun Wise UK will mortgage, pledge, charge or otherwise create any security on any of its assets except for the mortgage, pledge, charge or other securities to be granted by Sun Wise HK and/or Sun Wise UK over their assets (other than the shares of Sun Wise UK and the Issuer held by Sun Wise HK), including the SeaWorld Shares held by Sun Wise UK, in connection with the financing provided by certain entities to Sun Wise HK and/or Sun Wise UK to finance the SeaWorld Shares Acquisition;	
 
 	4.1.8	neither it, Sun Wise HK nor Sun Wise UK will take or make any capital expenditures or commitments;	
 
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 	4.1.9	neither it, Sun Wise HK nor Sun Wise UK will take any steps or actions to amend the accounting policies previously adopted or change its fiscal year or remove or replace or change its incumbent auditors;	
 
 	4.1.10	neither it, Sun Wise HK nor Sun Wise UK will take any steps or actions to borrow or raise any money or incur any indebtedness (in whatever form or evidenced by whatever instrument) except the indebtedness and costs incurred by it, Sun Wise HK and Sun Wise UK in connection with the SeaWorld Shares Acquisition;	
 
 	4.1.11	neither it, Sun Wise HK nor Sun Wise UK will declare, pay or make any dividends or other distributions other than for the purposes of paying interest or principal on the Notes;	
 
 	4.1.12	neither it, Sun Wise HK nor Sun Wise UK will compromise, settle, release, discharge, take part in or compound any civil, criminal, arbitration or other proceedings or any liability, claim, action, demand or dispute or waive any right in relation to any claims involving HK$1,000,000 or more;	
 
 	4.1.13	neither it, Sun Wise HK nor Sun Wise UK will restructure any of its debt (including but not limited to applying for extension for repayment deadlines);	
 
 	4.1.14	neither it, Sun Wise HK nor Sun Wise UK will issue any shares, convertible securities, debt or other securities or use any other means to raise additional funds other than in connection with the SeaWorld Shares Acquisition.	
 
 	4.1.15	neither it, Sun Wise HK nor Sun Wise UK will take any steps or actions to effect its winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or its solvent liquidation, amalgamation, merger or reorganisation or to enter into a composition, assignment or arrangement with any of its creditors;	
 
 	4.1.16	it will, in a timely manner, obtain all such consents and approvals, and take any such other action, as may be necessary to enable the Noteholders to exercise their rights under the Notes and to ensure the continuing validity of the Notes, to the maximum extent permitted under applicable laws and regulations from time to time, and will comply with these Conditions;	
 
 	4.1.17	it will obtain and/or maintain all applicable consents and approvals which are required for the performance of its obligations under the Notes and will not take any action for the purpose of avoiding or seeking to avoid the performance of any of the terms to be observed or performed under these Conditions; and	
 
 	4.1.18	it will at all times deliver by mail to the Noteholders material information provided by the Issuer, Sun Wise HK or Sun Wise UK to all of their shareholders (including but not limited to financial accounts, shareholders’ circulars, details of material contracts, acquisitions or disposals of assets and project progress updates).	
 
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The Issuer undertakes that it will provide prior written notice to the Noteholders in respect of any steps or actions taken in connection with the SeaWorld Shares Acquisition contemplated under Conditions 4.1.1, 4.1.3, 4.1.6, 4.1.7, 4.1.10 and 4.1.14.
 
4.2	Priority of repayment	
The Issuer undertakes that it will not repay any interest, principal or other amounts under any inter-group loans or other financing arrangements made:
 
 	(a)	from Sun Wise UK to the Issuer (if any); or	
 
 	(b)	from Sun Wise HK to the Issuer (if any); or	
 
 	(c)	from Tianjin Shuzhi to the Issuer (if any),	
until the payment of all principal, interest, Early Redemption Amounts or Redemption Amounts in respect of any of the Notes and the Transaction Documents have been paid or redeemed in full.
 
4.3	Financing undertaking	
In the event that the Zhonghong Group (or any of its subsidiaries) is unable to transfer its funds out of the PRC resulting in the Issuer being unable to pay the principal, interest, Early Redemption Amount or Redemption Amount in respect of any of the Notes or the Transaction Documents on the due date therefor or which would otherwise result in a breach by any party of the Transaction Documents, the Issuer undertakes that it (i) shall agree to and not reject any reasonable financing options proposed by the Noteholder, including but not limited to payment of equivalent Renminbi (at the spot rate of exchange available to the Noteholder as reasonably determined by the Noteholder) to the Noteholder’s designated bank account, and (ii) pay for any and all costs, fees and expenses associated with such financing.
 
5.	INTEREST	
The Notes bear interest from:
 
 	(i)	5 May 2017 (the “ Issue Date ”) at the rate of 14 per cent. per annum (“ First Year Annualised Interest Rate ”) up to 3 May 2018; and	
 
 	(ii)	if the Maturity Date is extended pursuant to Condition 7.1, 4 May 2018 at the rate of 15 per cent. per annum (“ Second Year Annualised Interest Rate ”) up to 2 May 2019,	
each calculated by reference to the principal amount thereof, payable in Hong Kong dollars on 5 May 2017, 5 November 2017, 3 May 2018 and, if the Maturity Date is extended pursuant to Condition 7.1, 3 November 2018 and 2 May 2019 (each, an “ Interest Payment Date ”) commencing on 5 May 2017 in accordance with the following payment schedule:
 
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Date	  	Interest payable on the
relevant Interest Payment
Date	  	Interest payable (Hong
Kong dollars) based on
outstanding principal
amount of 1,083,333,334	
5 May 2017	  	an amount equal to 6 per cent. of the Notes outstanding	  	65,000,000	
			
5 November 2017	  	an amount equal to 6 per cent. of the Notes outstanding	  	65,000,000	
			
3 May 2018	  	(i) (if the Maturity Date has not been extended pursuant to Condition 7.1), an amount equal to 2 per cent. of the Notes outstanding; or
 
(ii) (if the Maturity Date has been extended pursuant to Condition 7.1), an amount equal to 6.5 per cent. of the Notes outstanding.	  	(i) 21,666,667
 
or
 
(ii) 70,416,667	
			
3 November 2018	  	an amount equal to 6.5 per cent. of the Notes outstanding	  	70,416,667	
			
2 May 2019	  	an amount equal to 4 per cent. of the Notes outstanding (being 2 per cent. calculated by reference to a period of two years)	  	43,333,334	
subject as provided in Condition 6 (Payments) and Condition 7.2 (Early Redemption by the Issuer); provided however that if any Interest Payment Date would otherwise fall on a date which is not a Business Day (as defined below), it will be postponed to the next Business Day unless it would thereby fall into the next calendar month, in which case it will be brought forward to the preceding Business Day.
Each Note will cease to bear interest where such Note is redeemed pursuant to Condition 7 (Redemption), from the date on which the full Redemption Amount or the full Early Redemption Amount (as applicable) is paid to the relevant Noteholder.
If interest is required to be paid in respect of a Note on any date other than an Interest Payment Date, the amount of interest payable per Calculation Amount (as defined below) for any period shall be equal to the product of (x) (if the period is between the Issue Date and 3 May 2018) the First Year Annualised Interest Rate or (y) (if the Maturity Date is extended pursuant to Condition 7.1 and the period is between 4 May 2018 and 2 May 2019) the Second Year Annualised Interest Rate, the Calculation Amount and the actual number of days in the relevant period divided by 365, rounding the resulting figure to the nearest cent (half a cent being rounded upwards). Interest in respect of any Note shall be calculated per HK$1 (“ Calculation Amount ”).
 
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6.	PAYMENTS	
 
6.1	Redemption	
Payments of principal following redemption under Condition 7 (Redemption) shall be made by transfer to a Hong Kong dollar account maintained by the Noteholder (details of which are set out in the Note Register). Any amendments to be made to a paying instruction shall be notified to the Issuer no later than seven Business Days prior to such due date for payment.
 
6.2	Interest	
Payments of interest shall be made by transfer to a Hong Kong dollar account maintained by the Noteholder (details of which are set out in the Note Register). Any amendments to be made to a paying instruction shall be notified to the Issuer no later than seven Business Days prior to such due date for payment.
 
6.3	Payments subject to applicable laws	
All payments in respect of the Notes are subject in all cases to any applicable laws and regulations in the place of payment, but without prejudice to the provisions of Condition 8 (Taxation) no commissions or expenses shall be charged to the Noteholders in respect of such payments.
 
6.4	Payments on Business Days	
Where payment is to be made by transfer to a Hong Kong dollar account, payment instructions (for value the due date, or, if the due date is not a Business Day, for value the next succeeding Business Day) will be initiated (a) (in the case of payments of principal and interest payable on redemption) on the Redemption Date and (b) (in the case of payments of interest payable other than on redemption) on the due date for payment. A Noteholder shall not be entitled to any interest or other payment in respect of any delay in payment resulting from the due date for a payment not being a Business Day.
 
6.5	Partial payments	
If the Issuer makes a partial payment in respect of any Note, the Issuer shall procure that the amount and date of such payment are noted on the Note Register and, in the case of partial payment upon presentation of a Note Certificate, that a statement indicating the amount and the date of such payment is endorsed on the relevant Note Certificate.
 
6.6	Record date	
Each payment in respect of a Note will be made to the person shown as the holder in the Note Register at the opening of business on the due date for such payment (the “ Record Date ”).
 
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6.7	Default Interest and Delay in Payment	
 
 	6.7.1	If the Issuer fails to pay any sum in respect of an interest payment (an “ Overdue Interest Payment ”) when the same becomes due and payable before the Maturity Date under the Conditions, interest (“ Default Interest ”) shall accrue on the Overdue Interest Payment at the rate of 20 per cent. per annum from its due date up to the date on which such sum is received by or on behalf of the Noteholder.	
 
 	6.7.2	If the Issuer fails to pay any Redemption Amount or Early Redemption Amount which becomes due and payable pursuant to Condition 7 (Redemption), interest shall accrue on the overdue sum at the rate of 20 per cent. per annum from the due date up to the date on which such sum is received by or on behalf of the Noteholder.	
 
 	6.7.3	The interest referred to in paragraphs 6.7.1 and 6.7.2 of this Condition 6.7 (Default Interest and Delay in Payment) shall accrue on the basis of the actual number of days elapsed and a 365-day year.	
 
7.	REDEMPTION	
 
7.1	Redemption on the Maturity Date	
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on the later of (x) 3 May 2018 or (y) on such date as the Issuer and the Investor may agree in writing in the form set out in the Second Schedule to the Note Certificate (such written agreement to be entered into at least twenty Business Days prior to 3 May 2018) (the “ Maturity Date ”). The Notes may not be redeemed at the option of the Issuer other than in accordance with this Condition 7.
 
7.2	Early Redemption by the Issuer	
 
 	7.2.1	If the Maturity Date has been extended pursuant to Condition 7.1, the Issuer may, at any time after 3 May 2018, redeem the Notes in whole or in part at any time prior to the Maturity Date (“ Early Redemption ”) in accordance with this Condition 7.2.	
 
 	7.2.2	To exercise its right of Early Redemption, the Issuer shall on giving not less than 60 days’ prior written notice (the “ Early Redemption Notice ”) to the Noteholders in accordance with Condition 11 (Notices) (which notice shall be irrevocable), redeem the Notes at the principal amount of the Notes specified in the Early Redemption Notice, together with additional interest at a rate of 2 per cent. per annum accruing from the Issue Date to but excluding the date fixed for such early redemption in the Early Redemption Notice (“ Early Redemption Amount ”). Any interest paid prior to the Early Redemption Notice is not refundable.	
 
 	7.2.3	Upon exercise by the Issuer of such right, the Noteholders shall deliver the relevant Note Certificate to the Issuer on the Early Redemption Date against payment by the Issuer of the Early Redemption Amount.	
 
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7.3	Redemption for Event of Default	
Following the occurrence of an Event of Default, any of the Noteholders will have the right at their sole option, to require the Issuer to redeem all (but not some) of their Notes on the Redemption Date for each Noteholder at the Redemption Amount.
To exercise such right, the Noteholder shall deliver:
 
 	7.3.1	a written notice addressed to the Issuer (the “ Redemption Notice ”) at its Specified Office (and upon the receipt of any such notice, the Issuer shall promptly give a copy of such notice to all other Noteholders), declaring the Notes to be immediately due and payable, whereupon they shall become due and payable at the Redemption Amount; and	
 
 	7.3.2	the relevant Note Certificate to the Issuer on the Redemption Date against payment by the Issuer of the full Redemption Amount.	
A Redemption Notice, once delivered, shall be irrevocable unless the Issuer consents to its withdrawal and the Issuer shall be bound to redeem the Notes the subject of Redemption Notices delivered as aforesaid on the Redemption Date.
If the Noteholders approve the exercise of their rights under this Condition to require the Issuer to redeem their Notes, all Noteholders will be deemed to have exercised the same rights in respect of all Notes held by them and the Issuer will redeem all the Notes by paying the relevant Redemption Amount to each Noteholder on the Redemption Date.
 
7.4	Cancellation	
All Notes redeemed by the Issuer shall be cancelled forthwith and may not be reissued or resold.
 
8.	TAXATION	
 
8.1	All payments made by the Issuer under or in respect of the Transaction Documents or the Notes will be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the British Virgin Islands, Hong Kong or any political subdivision thereof or any authority thereof or therein having power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is compelled by law. In such event, the Issuer will pay such additional amounts as will result in the receipt by the Noteholders of net amounts after such deduction or withholding equal to the amounts which would otherwise have been receivable by them had no such deduction or withholding been required.	
 
8.2	References in these Conditions to principal, interest and premium (if any) shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertaking or covenant given in addition thereto or in substitution therefor pursuant to the Transaction Documents.	
 
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8.3	If the Issuer is or becomes subject at any time to any taxing jurisdiction other than the British Virgin Islands or Hong Kong, references in these Conditions to the British Virgin Islands or Hong Kong shall be construed as references to such other jurisdiction.	
 
9.	EVENTS OF DEFAULT	
The Issuer shall give notice to the Noteholders immediately following the occurrence of an Event of Default, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes pursuant to Condition 7.3 (Redemption for Event of Default) and shall give details of the Event of Default.
Each of the following shall be an Event of Default:
 
9.1	Non-payment	
The Issuer fails to pay the principal or any interest of any of the Notes on the due date.
 
9.2	Breach of the Transaction Documents	
The Issuer, each of the Guarantors, Tianjin Shuzhi, Zhonghong Stocks does not comply in any material respect with any undertaking or provision of the Transaction Documents.
 
9.3	Breach of the Subscription Agreement	
At any time after the Issue Date up to the date the Notes are redeemed in full, if any Issuer and Guarantor Warranty in the Subscription Agreement is or proves to have been incorrect, untrue or misleading when made or deemed to be made or as appropriate or if at any time any undertaking or covenant in Clause 6 or Clause 9 of the Subscription Agreement is not observed or not complied with in all material respects by the Issuer or Zhonghong Group (any of which being a “ Breach ”).
 
9.4	Cross default	
 
 	9.4.1	Any Financial Indebtedness of the Issuer, each of the Guarantors, Tianjin Shuzhi or Zhonghong Stocks is not paid when due nor within any originally applicable grace period.	
 
 	9.4.2	No Event of Default under Condition 9.4.1 above will be deemed to occur if the failure to pay is capable of remedy and is remedied within 7 Business Days of the earlier of (a) any Noteholder giving notice to the Issuer or (b) the Issuer becoming aware of the failure to pay.	
 
9.5	Insolvency	
With respect to the Issuer, each of the Guarantors, Tianjin Shuzhi or Zhonghong Stocks an event has occurred which is (or is, or could be, deemed by law or a court to be) an Insolvency Event.
 
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9.6	Unlawfulness	
It is or becomes unlawful for the Issuer, the Guarantors, Tianjin Shuzhi or Zhonghong Stocks to perform any of their obligations under any of the Transaction Documents or any of the obligations expressed to be assumed by the Issuer, any Guarantor, Tianjin Shuzhi or Zhonghong Stocks under any Transaction Document ceases to be legal, valid, binding and enforceable.
 
9.7	Change of Control	
 
 	9.7.1	Wang Yonghong no longer directly owns and holds 100 per cent. of the outstanding issued shares of the Zhonghong Group;	
 
 	9.7.2	Zhonghong Group and any other person(s) directly or indirectly controlled by Zhonghong Group in aggregate (i) ceases to be the single largest shareholder of Zhonghong Stocks or (ii) ceases to Control Zhonghong Stocks; or	
 
 	9.7.3	Zhonghong Stocks consolidates with or merges into or sells or transfers all or substantially all of its assets to any other Person, unless the consolidation, merger, sale or transfer will not result in the other Person or Persons acquiring Control over Zhonghong Stocks or the successor entity.	
 
9.8	Political risks and reputational damage	
With respect to the Zhonghong Group, Zhonghong Stocks or Wang Yonghong, an event has occurred where the political risk or damage to its market reputation would adversely affect the ability of the Issuer, each of the Guarantors, Tianjin Shuzhi or Zhonghong Stocks to perform its obligations under the Issue Documents or the Notes (as the case may be) or which is material in the context of the issue of the Notes.
 
10.	REPLACEMENT OF CERTIFICATES	
If any Note Certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced free of charge at the Specified Office on such terms as to evidence as the Issuer may reasonably require. Mutilated or defaced Note Certificates must be surrendered before replacements will be issued.
 
11.	NOTICES	
 
11.1	Communications in writing	
Any communication to be made by the Issuer or a Noteholder under or in connection with the Notes or the Transaction Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.
 
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11.2	Addresses	
The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication or document to be made or delivered under or in connection with the Notes or the Transaction Documents is:
 
 	11.2.1	in the case of the Issuer:	

Address:	  	Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha	
	  	Tsui, Kowloon	
		
Fax:	  	+852 3184 0111	
		
Attention:	  	Mr. Rui Zhou	
 
 	11.2.2	in the case of any Noteholder, the address in the register of Noteholders maintained by the Issuer.	
 
11.3	Delivery	
Any communication or document made or delivered by one party to another party under or in connection with the Notes or any Transaction Documents will only be effective:
 
 	11.3.1	if by way of fax, when received in legible form; or	
 
 	11.3.2	if by way of letter, when it has been left at the relevant address or 5 Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,	
and, if a particular department or officer is specified as part of its address details provided under Condition 11.2 (Addresses), if addressed to that department or officer.
 
12.	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999	
No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.
 
13.	GOVERNING LAW AND JURISDICTION	
 
13.1	Governing law	
The Notes and any non-contractual obligations arising out of or in connection with the Notes are governed by English law
 
13.2	Jurisdiction	
The courts of England are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Notes and accordingly any legal action or proceedings arising out of or in connection with the Notes (“ Proceedings ”) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Noteholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).
 
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13.3	Service of Process	
The Issuer irrevocably appoints Sun Wise (UK) Co., Ltd at 60 Strand, London, United Kingdom WC2N 5LR as its agent in England to receive service of process in any Proceedings in England based on any of the Notes. If for any reason the Issuer does not have such an agent in England, the Issuer will promptly appoint a substitute process agent and notify the Noteholders of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law.
 
13.4	Waiver of Immunity	
The Issuer hereby waives any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence, and irrevocably consents to the giving of any relief or the issue of any process, including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings.
 
14.	CERTAIN DEFINITIONS	
“ Authorised Holding ” has the meaning specified in Condition 1 (Form and Denomination).
“ Business Day ” means a day on which commercial banks and foreign exchange markets settle payments in Hong Kong, excluding any day in Hong Kong on which a typhoon signal number 8 or above or a “black” rainstorm warning is hoisted.
“ Conditions ” has the meaning specified in the preamble to the terms and conditions of the Notes.
“ Control ” means (i) the right to appoint and/or remove all or the majority of the members of the relevant person’s board of directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise or (ii) possessing the ability or power to direct the management policies of the relevant person; the term “ Controlled ” has meanings correlative to the foregoing.
“ Deeds of Guarantee ” mean the Personal Guarantee, the Zhonghong Corporate Guarantee and the Sun Wise HK Corporate Guarantee (each a “ Deed of Guarantee ”).
“ Early Redemption Date ” means the date which is specified in the Early Redemption Notice as being the date on which the Notes shall be redeemed by the Issuer.
“ Event of Default ” means each of the events set out in Condition 9 ( Events of Default ).
“ Financial Indebtedness ” means any indebtedness of the Issuer, each of the Guarantors, Tianjin Shuzhi or Zhonghong Stocks (other than the Notes) for or in respect of:
 
 	(a)	moneys borrowed;	
 
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 	(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;	
 
 	(c)	any amount raised pursuant to any note purchase facility, notes, debentures, loan stock or any similar instrument;	
 
 	(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with HKFRS, be treated as a finance or capital lease;	
 
 	(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);	
 
 	(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;	
 
 	(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);	
 
 	(h)	any amount raised by the issue of shares that are redeemable at the option of the holder;	
 
 	(i)	any counter-indemnity obligation in respect of a guarantee, indemnity, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and	
 
 	(j)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.	
“ Guarantors ” mean Wang Yonghong, Sun Wise HK and Zhonghong Group (each a “ Guarantor ”).
“ HK$ ”, “ Hong Kong Dollar ” or “ Hong Kong dollar ” denotes the lawful currency of Hong Kong.
“ HKFRS ” means Hong Kong Financial Reporting Standards (including Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards and Interpretations) issued by HKICPA.
“ HKICPA ” means the Hong Kong Institute of Certified Public Accountants.
“ Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.
“ Insolvency Event ”, in relation to any person, means any of the following events:
 
 	(a)	such person is insolvent or unable to pay its debts as they fall due;	
 
 	(b)	an administrator, receiver or liquidator of such person or the whole or a substantial part of the undertaking, assets and revenues of such person is appointed (or an application for any such appointment is made except where disputed by such person acting diligently and in good faith and the application for appointment is dismissed within 10 Business Days);	
 
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 	(c)	such person makes a general assignment or an arrangement or composition with or for the benefit of its creditors, or declares a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it;	
 
 	(d)	an order is made for the winding up, liquidation or dissolution of such person;	
 
 	(e)	in the case of a person being an individual, a trustee in bankruptcy is appointed or notice of such appointment is given or any assets of such individual vest in a trustee in bankruptcy; or	
 
 	(f)	an event having a substantially similar effect to any of the events referred to in paragraphs (a) to (e) above happens under the laws of any jurisdiction.	
“ Interest Payment Date ” has the meaning specified in Condition 5 (Interest).
“ Investor ” means FULLGOAL CHINA ACCESS RQFII FUND SPC, a company incorporated in the Cayman Islands, the registered office of which is at Clifton House, 75 Fort Street, Box 1350, Grand Cayman KY1-1108, Cayman Islands on behalf of Fullgoal Industrial Investment Fund Segregated Portfolio.
“ Issue Date ” means the date on which the Notes are originally issued as specified in Condition 5 (Interest).
“ Issuer ” has the meaning specified in the preamble to the Conditions.
“ Joyful Wellness Share Charge ” means the share charge entered into between Sun Wise HK (as chargor) and the Investor (as the chargee) in respect of the entire issued share capital of the Issuer.
“ Letter of Intent ” means the letter of intent entered into by Zhonghong Stocks and the Investor whereby Zhonghong Stocks agrees to purchase all the share capital of Sun Wise HK from Tianjin Shuzhi upon the trigger of certain conditions.
“ Maturity Date ” has the meaning specified in Condition 7.1.
“ Note Certificate ” has the meaning specified in Condition 1 (Form and Denomination).
“ Note Register ” has the meaning specified in Condition 1 (Form and Denomination).
“ Noteholder ” means a holder of a Note and in whose name such Note is for the time being registered in the Note Register (or, in the case of a joint holding, the first named thereof).
“ Notes ” has the meaning specified in the preamble to the Conditions.
“ person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organisation, government or any agency or political subdivision thereof or any other entity.
 
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“ Personal Guarantee ” means the deed of guarantee dated 5 May 2017 and executed by Wang Yonghong and the Investor.
“ PRC ” means the People’s Republic of China, excluding for the purposes of this Agreement only, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.
“ Redemption Amount ” means (i) 100 per cent. of the principal amount of such Notes plus (ii) any accrued but unpaid interest on such Notes on the Redemption Date.
“ Redemption Date ” means (i) the date which is the Business Day after the receipt by the Issuer of the relevant Redemption Notice or (ii) the Maturity Date, as applicable.
“ Redemption Notice ” has the meaning given to it in 7.3 (Redemption for Event of Default).
“ SAFE ” means the State Administration of Foreign Exchange of the People’s Republic of China or its local counterparts.
“ Specified Office ” means Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong.
“ Subscription Agreement ” means the subscription agreement dated 5 May 2017 and made between the Investor, Zhonghong Group as guarantor and the Issuer.
“ Sun Wise HK ” means Sun Wise Oriented (HK) Co., Limited, a company with limited liability incorporated under the laws of Hong Kong whose registered address is Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong;
“ Sun Wise HK Corporate Guarantee ” means the deed of guarantee dated 5 May 2017 and executed by Sun Wise HK and the Investor.
“ Sun Wise HK Share Charge ” means the share charge entered into between Tianjin Shuzhi (as chargor) and the Investor (as the chargee) in respect of the entire issued share capital of Sun Wise HK.
“ Sun Wise UK ” means Sun Wise (UK) Co., Ltd a company with limited liability incorporated under the laws of England and Wales whose registered address is 60 Strand, London, United Kingdom WC2N 5LR.
“ Sun Wise UK Share Charge ” means the share charge entered into between Sun Wise HK (as chargor) and the Investor (as the chargee) in respect of the entire issued share capital of Sun Wise UK.
“ transfer ” includes:
 
 	(a)	an offer, sale, transfer, pledge or otherwise disposal of any Notes, whether directly or indirectly (including through any entity holding the Notes), or entering into any agreement to do so; and	
 
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 	(b)	entering into any agreement that transfers the economic consequences of ownership of the Notes (including, stock lending, derivative or hedging transactions).	
“ Transaction Documents ” means the Notes (including, without limitation, the Conditions), the Note Certificate, the Subscription Agreement, the Personal Guarantee, the Zhonghong Corporate Guarantee, the Sun Wise HK Corporate Guarantee, the Sun Wise HK Share Charge, the Sun Wise UK Share Charge, the Joyful Wellness Share Charge and the Letter of Intent (each a “ Transaction Document ”).
“ Tianjin Shuzhi ” means Tianjin Shuzhi Asset Management Co., Limited (  ) a company with limited liability established under the laws of the PRC whose registered address is Room 240, No.2 Fada Road, Wuqing Development Area, Tianjin, PRC.
“ Wang Yonghong ” means Mr. Wang Yonghong (  ) holder of PRC identity card number 362229197201090030 of residential address No. 1204, Building No.2 Fuolin Xiaoqu, Chaoyang District, Beijing, PRC(  2  1204  ).
“ Zhonghong Corporate Guarantee ” means the deed of guarantee dated 5 May 2017 and executed by Zhonghong Group and the Investor.
“ Zhonghong Group ” means Zhonghong Zhuoye Group Co., Limited (  ) a company with limited liability established under the laws of the PRC whose registered address is No. 2015-431, Shuma Gang Building, No. 258 Gaoxin Street, Urumqi Gaoxin High-tech Industrial Development Zone (New City District), Xinjiang, PRC.
“ Zhonghong Stocks ” means Zhonghong Holding Co., Ltd (  ) a company with limited liability established under the laws of the PRC whose registered address is No. 271 Kuishui Road, Suzhou City, Anhui Province, China.
 
15.	INTERPRETATION	
Unless the context otherwise requires or unless otherwise specified herein, in these Conditions:
 
15.1	any reference to any party shall be construed so as to include its successors in title, permitted assigns and permitted transferees;	
 
15.2	any reference to any agreement or instrument is a reference to that agreement or instrument as amended or novated;	
 
15.3	“ assets ” includes present and future properties, revenues and rights of every description;	
 
15.4	“ 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;	
 
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15.5	a Note shall be considered to be “ outstanding ” unless it has been redeemed in full under Condition 7.1 ( Redemption on the Maturity Date ), Condition 7.2 ( Early Redemption by the Issuer ) or Condition 7.3 ( Redemption for Event of Default ); or	
 
15.6	“ regulation ” includes any regulation, rule, official directive, order, request, code of practice or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self- regulatory or other authority or organisation;	
 
15.7	“repay”, “redeem” and “pay” shall each include both the others and “repaid”, “repayable” and “repayment”, “redeemed”, “redeemable” and “redemption” and “paid”, “payable” and “payment” shall be construed accordingly and “repay” (or any derivative form thereof) shall, subject to any contrary indication, be construed to include “prepay” (or, as the case may be, the corresponding derivative form thereof);	
 
15.8	a provision of law is a reference to that provision as amended or re-enacted;	
 
15.9	a time of day is a reference to Hong Kong time;	
 
15.10	words denoting the singular number only shall include the plural number also and vice versa;	
 
15.11	words denoting one gender only shall include the other genders;	
 
15.12	references to schedules, appendices, clauses, sub-clauses, paragraphs and sub-paragraphs shall be construed as references to the schedules and appendices to the documents in which they appear respectively and to the clauses, sub-clauses, paragraphs and sub-paragraphs in the documents in which they appear respectively and, unless otherwise stated, reference to sub-clauses are references to sub-clauses of the clause in which the reference appears;	
 
15.13	references to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors shall be deemed to include, in respect of any jurisdiction other than England, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate to such action, remedy or method of judicial proceeding described or referred to in these presents; and	
 
15.14	an Event of Default is “ continuing ” if it has not been waived.	
 
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SCHEDULE 4
FORM OF CLOSING CERTIFICATE
FULLGOAL CHINA ACCESS
RQFII FUND SPC
Clifton House, 75 Fort Street, Box 1350,
Grand Cayman KY1-1108, Cayman Islands

Dear Sirs,	 	5 May 2017	
JOYFUL WELLNESS LIMITED

(the “Issuer”)
HK$1,083,333,334 Notes due 2018 (the “Notes”)
We, the undersigned, being duly authorised officers of Joyful Wellness Limited  (the “ Issuer ”), refer to the subscription agreement dated 5 May 2017 (the “ Subscription Agreement ”) in respect of the above Notes. Expressions which are given defined meanings in the Subscription Agreement have the same meanings herein.
As required by Clause 3.1 of the Subscription Agreement, we hereby certify that:
 
(a)	there has, since 31 December 2016 up to and including today’s date, been no adverse change, or any development reasonably likely to involve an adverse change, in the financial position, condition (financial or otherwise), results of operations, profitability, shareholders’ equity, business, properties, general affairs, management or prospects of the Issuer or which could adversely affect the ability of the Issuer to perform its obligations under the Issue Documents or the Notes or which are otherwise material in the context of the offering and sale of the Notes;	
 
(b)	the Issuer has performed all of its obligations under the Subscription Agreement to be performed on or before the Closing Date.	
 
(c)	all necessary regulatory filings, notifications and approvals to enter into the Issue Documents and perform the Issuer’s obligations thereunder have been made and obtained, and such filings, notifications and approvals remain valid and effective; and	
 
(d)	the Issuer Warranties are true and correct as though they had been made and given today with references to the facts and circumstances now subsisting.	

Yours faithfully,	

duly authorized	
for and on behalf of	
Joyful Wellness Limited 	
	
Dated: 5 May 2017	
 
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SIGNATURES
The Issuer
JOYFUL WELLNESS LIMITED 
By: /s/ Zhou Rui

 
[Signature page to the Subscription Agreement]

The Guarantor
ZHONGHONG ZHUOYE GROUP CO., LIMITED (  )
By: /s/ Wang Yonghong

 
[Signature page to the Subscription Agreement]

The Investor
FULLGOAL CHINA ACCESS RQFIT FUND SPC
By: /s/ Zhang Lixin

 
[Signature page to the Subscription Agreement]