Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate executed by each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # in the case of the Company, certifying that, before and after giving effect to such increase, # the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this [Section 2.15], the representations and warranties contained in subsections # and

Requests for Increase by Borrower. The Borrower may, at any time, propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”) by notice to the Administrative Agent, specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment of such Class and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that:

Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:

Commitment. The Sponsor hereby commits to purchase equity securities of Holdco at or prior to the Effective Time for an aggregate amount of RMB equivalent to US$20,000,000 (and the RMB equivalents of U.S. dollars shall be determined using the prevailing exchange rate notified by Parent to the Sponsor at least three (3) Business Days prior to funding), on the terms and subject to the conditions specified herein, which commitment, together with the commitments by the Other Sponsors under the Other Commitment Letters, is to be used by Holdco and/or Parent solely for the purpose of # funding a portion of the Merger Consideration required to be paid by Parent to consummate the Transactions pursuant to and in accordance with the Merger Agreement and # payment of a portion of the fees and expenses in connection with the Transaction (such commitment, the “Commitment”). The Sponsor will not have any obligation under any circumstances to contribute, directly or indirectly, any capital or money that would be more than the amount of the Commitment to Holdco, Parent, Merger Sub or any other person pursuant to the terms of this Agreement. In the event that Holdco and/or Parent does not require an amount equal to the sum of the Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Commitment Letters in order to consummate the Merger, the amount of the Commitment to be funded under this Agreement and the amount of the equity commitment of each Other Sponsor to be funded under its respective Other Commitment Letter shall be reduced by Holdco on a pro rata basis, to the amount that would be sufficient, in combination with the other financing

The Borrower shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that # any such request for a Commitment Increase shall be in a minimum amount of $5,000,000, # immediately after giving effect to any Commitment Increase, # the aggregate Revolver Commitments shall not exceed $150,000,000 and # the aggregate of all Commitment Increases effected shall not exceed $55,000,000, # no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, # immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, # no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, # the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender, and # Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such

The Administrative Agent shall notify the [[Organization A:Organization]] promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in [Section 2.21(a)] and of the effectiveness of any Incremental Term Commitments, in each case advising the [[Organization A:Organization]] of the details thereof and, in the case of effectiveness of any Incremental Revolving Commitment Increase, of the Applicable Percentages of the Revolving [[Organization A:Organization]] after giving effect thereto and of the assignments required to be made pursuant to [Section 2.21(e)].

On the effective date (the “Increase Effective Date”) of any increase in the Commitments of any Tranche pursuant to paragraph (d)(i) above (a “Commitment Increase”), # the aggregate principal amount of the Borrowings of such Tranche outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Increase Effective Date shall be deemed to be paid; # each Increasing Lender that shall have had a Commitment under such Tranche prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable currencies), an amount equal to the difference between # the product of # such Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by # the amount of each Subsequent Borrowing (as hereinafter defined) and # the product of # such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by # the amount of each Initial Borrowing; # each Increasing Lender that shall not have had a Commitment under such Tranche prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable currencies) an amount equal to the product of # such Increasing Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by # the amount of each Subsequent Borrowing; # after the Administrative Agent receives the funds specified in [clauses (B) and (C) above], the Administrative Agent shall pay to each Lender (in the applicable currencies) the portion of such funds that is equal to the difference between # the product of # such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by # the amount of each Initial Borrowing, and # the product of # such Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by # the amount of each Subsequent Borrowing; # after the effectiveness of the Commitment Increase, the applicable Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts (in the currencies of the Initial Borrowings) equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with [Section 2.03]; # each Lender shall be deemed to hold its applicable Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase); and # the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments made pursuant to [clause (i) above] shall be subject to compensation by the applicable Borrower pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.

Adjustments of Borrowings upon Effectiveness of Increase. On the Commitment Increase Date, the Borrower shall # prepay the outstanding Syndicated Loans (if any) of the affected Class in full, # simultaneously borrow new Syndicated Loans of such Class hereunder in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Lender shall be effected by book-entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed

Effectiveness. This Amendment shall become effective upon fulfillment of the following conditions: # the Company and Prudential shall have executed a copy of this Amendment on or prior to the Effective Date, # Prudential shall have received a copy of the resolutions of the board of the Company authorizing the execution, delivery and performance by the Company of this Amendment, certified by its secretary or assistant secretary, # the Company shall have paid the structuring fee described in [Section III(b)] of this Amendment to Prudential, and # Prudential shall have received such other documents and certificates as it may reasonably request relating to the Amendment and the transactions contemplated by the Amendment.

Effectiveness. A notice is effective only if the party giving notice complies with [subsections (i) and (ii)])] and if the recipient receives the notice.