New Frontier Health (NFH) SC 13D/ANew Frontier Health / New Frontier Public Holding ownership change

Exhibit 99.9

PRIVATE AND CONFIDENTIAL

EXECUTION VERSION

Legal counsel to the Obligors		Legal counsel to the Finance Parties

CONTENTS

THIS AGREEMENT is dated 1 December 2021 and made BETWEEN:

IT IS AGREED as follows:

In this Agreement:

Acceleration Event means an Event of Default in respect of which the Agent has taken any action pursuant to paragraph (b) or (c) of Clause 25.19 (Acceleration) in respect of the full principal amount of each of the Utilisation(s) then outstanding.

Acceptable Funding Sources means, without double-counting the aggregate of amounts constituting:

in each case, which have not been and which are not required to be applied in prepayment of any of the Facilities and to the extent not otherwise already allocated or utilised for a purpose not restricted under the Finance Documents.

Accession Deed means a document substantially in the form set out in Schedule 6 (Form of Accession Deed).

Account Bank means Account Bank A or Account Bank B (together, the Account Banks).

Account Bank A means the Agent or any of its respective head office, branches, sub-branches and Affiliate as jointly designated by the Agent and the Company.

Account Bank B means China Merchants Bank Co., Ltd., Shanghai Branch (招商银行股份有限公司上海分行) or any of its head office, branches, sub-branches and Affiliate as jointly designated by China Merchants Bank Co., Ltd., Shanghai Branch (招商银行股份有限公司上海分行) and the Company.

Accounting Principles means, in respect of:

Acquired Entity has the meaning given to that term in Clause 23.1 (Financial definitions).

Additional Facility means one or more additional facilities made available pursuant to Clause 2.3 (Additional Facility) which are documented under this Agreement, including as new or existing facility commitment(s) and/or as an additional tranche or class of, or an increase of, or an extension of, any existing Facility or a previously incurred Additional Facility (including, in each case, term or revolving facilities and any Additional Revolving Facility).

Additional Facility Borrower means the Company or any Group Member which is specified as a borrower under an Additional Facility in the applicable Additional Facility Notice and which is a Borrower under this Agreement.

Additional Facility Commencement Date means in respect of an Additional Facility, the date specified as such in the Additional Facility Notice relating to that Additional Facility (being the date when the relevant Additional Facility is available for utilisation).

Additional Facility Commitment means:

to the extent:

Additional Facility Lender means any Lender or other bank, financial institution, fund, entity or other person which signs an Additional Facility Notice and confirms its willingness to provide all or a part of an Additional Facility.

Additional Facility Lender Accession Notice means a notice substantially in the form set out in Part I (Form of Additional Facility Lender Accession Notice) of Schedule 13 (Additional Facility) or any other form agreed between the Agent and the Company (each acting reasonably).

Additional Facility Loan means a loan made or to be made under any Additional Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the Additional Facility Commencement Date).

Additional Facility Notice means, in respect of an Additional Facility, a notice substantially in the form set out in Part II (Form of Additional Facility Notice for Additional Facility) of Schedule 13 (Additional Facility) (or any other form agreed between the Agent and the Company (each acting reasonably)) delivered by the Company to the Agent in accordance with Clause 2.3 (Additional Facility).

Additional Guarantor means any person which becomes party hereto as a “Guarantor” in accordance with Clause 28.4 (Additional Guarantors).

Additional Obligor means an Additional Facility Borrower or an Additional Guarantor.

Additional Revolving Facility means any Additional Facility which is designated as a revolving facility in an Additional Facility Notice.

Additional Revolving Facility Loan means a loan made or to be made under any Additional Revolving Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the Additional Facility Commencement Date).

Additional Sponsor Contribution means any cash contribution made or to be made by the Sponsors to the Company pursuant to paragraph 2(i)(iii) of Part I (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent and Conditions Subsequent).

Adjusted EBITDA has the meaning given to that term in Clause 23.1 (Financial definitions).

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.

Advisor means New Frontier Public Holding Ltd..

Agent’s Spot Rate of Exchange means, in relation to any currency (other than RMB), the Agent’s spot rate of exchange for the purchase of that currency with RMB in the PRC interbank foreign exchange market at or about 11:00 a.m. on a particular day.

Agreed FX Rate means the lower of (a) the forward rate of exchange (the Forward Rate) for the purchase of US$ with RMB as determined by the Agent (acting reasonably) at or about 10 a.m. (Hong Kong time) on the date on which the Utilisation Request for any Initial Term Facility Loan is delivered and by reference to the Benchmark FX Rate, provided that such Forward Rate shall not exceed 105 per cent. of the Benchmark FX Rate and such Forward Rate is agreed to by the Company and (b) the US$/RMB exchange rate of US$1:RMB7.9.

Allocated Reinvestment Amounts means any Excluded Disposal Proceeds (falling within paragraph (b) of that definition) and Excluded Insurance Proceeds (falling within paragraph (b) of that definition).

Alternative Currency means US dollars.

Annual Financial Statements means the financial statements for a Financial Year delivered pursuant to paragraph (a) of Clause 22.1 (Financial statements).

Anti-Corruption Laws means, as applicable, the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and/or any similar anti-bribery laws, rules or regulations issued, administered or enforced by any Governmental Agency having jurisdiction over any Group Member concerning bribery and corruption.

Anti-Money Laundering Laws means all applicable money laundering statutes and rules and regulations thereunder and any related or similar rules, regulations or guidelines, which in each case are issued, administered or enforced by any Governmental Agency having jurisdiction over any Group Member concerning money laundering.

Approved Bank means:

provided that in the case of paragraphs (c) and (d) above, no bank or financial institution shall cease to be an Approved Bank as a result of a downgrade to its rating below the applicable rating threshold as set out in paragraphs (c) and (d) above unless (i) 90 Business Days has passed since the earlier of the date on which the Agent has notified the Company of such downgrade or the Company becomes aware of such downgrade and (ii) that bank or financial institution’s rating on such date remains below the applicable rating threshold as set out in paragraphs (c) and (d) above.

Arrangement Fee has the meaning given to it in 14.2 (Arrangement Fee).

Arrangement Fee Payment Date means each Interest Payment Date.

Assignment Agreement means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking set out in the form set out in Schedule 5 (Form of Assignment Agreement) it shall not be a Creditor/Creditor Representative Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

Assumed Commitment has the meaning given to that term in Clause 2.2 (Increase - Cancelled Commitments).

Auditors means (a) PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or a recognised firm of independent auditors of international standing; (b) any Affiliate of any auditors referred to in (a); or (c) any other firm approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed).

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration, in each case, as required by law.

Authorised Signatory means the CEO, the CFO, president, vice president, chief operating officer, secretary or assistant secretary, treasurer or assistant treasurer, any director or other similar officer or person performing similar functions of the Company.

Availability Period means:

Available Commitment means, in relation to a Lender and a Facility, that Lender’s Commitment under that Facility minus:

in each case, provided that for the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under any Additional Revolving Facility only, that Lender’s participation in any Additional Revolving Facility Loan(s) that are due to be repaid or prepaid on or prior to the proposed Utilisation Date shall not be deducted from that Lender’s Additional Facility Commitment in respect of an Additional Revolving Facility.

Available Facility means in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in relation to that Facility.

Base Case Model means the financial model in the form agreed by the Company and the Arrangers on or prior to the Signing Date (save for any amendments or waivers which are not materially adverse to the interests of the Finance Parties (taken as a whole) under the Finance Documents), or as amended or supplemented with the consent of the Arrangers (acting reasonably and such consent shall not be unreasonably withheld or delayed).

Base Currency means RMB.

Base Currency Amount means:

as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation.

Basel II has the meaning given to that term in paragraph (b) of Clause 16.1 (Increased Costs).

Basel III has the meaning given to that term in paragraph (b) of Clause 16.1 (Increased Costs).

Benchmark FX Rate means:

Benchmark Schedule means a document substantially in the form set out in Schedule 18 (Benchmark Schedule).

Borrower means the Original Borrower or an Additional Facility Borrower unless, in each case, it has ceased to be a Borrower in accordance with Clause 28 (Changes to the Obligors).

Borrowings has the meaning given to that term in Clause 23.1 (Financial definitions).

Break Costs means the amount (if any) by which:

exceeds:

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong, Beijing, New York City and the Cayman Islands and in relation to any Transaction Security Document entered into by any Group Member, the Relevant Jurisdiction of that Group Member, and in relation to any date for payment in US$, New York City.

Cancellation Notice has the meaning given to that term in Clause 38.5 (Replaceable Lender).

Cancelled Commitment has the meaning given to that term in Clause 2.2 (Increase - Cancelled Commitments).

Capital Expenditure has the meaning given to that term in Clause 23.1 (Financial definitions).

Capitalised Lease Obligations has the meaning given to that term in Clause 23.1 (Financial definitions).

Cash means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of a Group Member with an Approved Bank and to which a Group Member is alone (or together with other Group Members) beneficially entitled and for so long as:

and shall include cash in tills and cash in transit.

Cashflow has the meaning given to that term in Clause 23.1 (Financial definitions).

Cash Equivalent Investments means at any time:

in each case, denominated in US dollars, RMB, HKD or other freely transferable and freely convertible currencies and which any Group Member is alone (or together with other Group Members) beneficially entitled at that time and which is not issued or guaranteed by any Group Member or subject to any Security (other than (A) any Permitted Security falling under any of paragraphs (a), (b), (j), (k), (l), (q), (r), (s) and (v) of the definition of Permitted Security or (B) any other Permitted Security securing any Permitted Financial Indebtedness).

CEO means the chief executive officer of the Group for the time being (or such person(s) undertaking such equivalent role from time to time).

Certain Funds Event means:

Certain Funds Illegality Event means:

Certain Funds Period means:

Certain Funds Utilisation means:

CFO means the chief financial officer of the Group for the time being (or such person(s) undertaking such equivalent role from time to time).

Change in Law means, with respect to a Lender:

but, in each case, excluding the introduction of, change in or re-enactment of any law or regulation that has been overcome and no longer affects such Lender.

Change of Control means the Sponsors, any Sponsor Affiliate and group of persons acting in concert with it (taken together) cease to control the Company, where:

Charged Property means all of the assets of the Obligors or the Parent which from time to time are, or are expressed to be, the subject of the Transaction Security.

China Business Day means a day (other than a Saturday and Sunday) on which banks are open for general business in the PRC.

Chindex US means Chindex International Inc., a corporation incorporated under the laws of the State of Delaware with organizational identification number 3537432 and having its registered office at 101 Greentree Drive, Street 101, in the City of Dover, County of Kent, State of Delaware, zip code 19904.

Clean-Up Date means:

Clean-Up Default means an Event of Default other than an Event of Default under Clauses 25.1 (Non-payment), 25.6 (Insolvency), 25.7 (Insolvency proceedings), 25.8 (Creditors’ process), 25.9 (Unlawfulness and invalidity) and 25.14 (Repudiation and rescission of agreements).

Clean-Up Representation means any of the representations and warranties under Clause 21 (Representations).

Clean-Up Undertaking means any of the undertakings specified in Clause 22 (Information Undertakings) and Clause 24 (General Undertakings) (other than Clause 24.27 (Conditions subsequent)).

Closing Date means the date on which Completion occurs.

Closing Legal Opinion means the legal opinions of:

provided that, in each case, if such legal advisor to the Agent and Arrangers is not willing to issue such legal opinion, the Company’s legal counsel may deliver such legal opinion in a materially equivalent form or such other form reasonably agreed between the Agent, the Arrangers and the Company’s legal counsel.

Code means the US Internal Revenue Code of 1986.

Commitment means the Initial Term Facilities Commitment or an Additional Facility Commitment, provided that:

Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

Competitor means any person or entity (other than a Group Member) engaging principally in a business that is in commercial competition with the Core Business and each Affiliate of such person or entity engaged in such activities (together with each Affiliate of such person or entity engaged in such activities).

Completion means the completion of the Merger on the Effective Time.

Completion Opening Cash means the aggregate Cash and Cash Equivalent Investments held by Group Members immediately after Completion occurs.

Compliance Certificate means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).

Confidential Information means all information relating to any Investor, the Holdco, the Parent, the Company, any Obligor, the Group, the HHH Group, the Target Group, the Merger, the Transaction Documents or any or all of the Facilities which is provided to a Finance Party in its capacity as, or for the purpose of it becoming, a Finance Party (the Receiving Party) in relation to the Merger, the Finance Documents or any or all of the Facilities by an Investor, the Holdco, the Parent, the Company, any Obligor, the Group, the HHH Group, the Target Group or any of their Affiliates or advisers (the Providing Party), 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:

Confidentiality Undertaking means a confidentiality undertaking substantially in the form as set out in Schedule 15 (Form of Confidentiality Undertaking) or in any other form agreed between the Company and the Agent, in each case which is capable of being relied upon by the Company without requiring its signature and which has not been materially amended without the consent of the Company.

Conflicted Lender means any Lender (which term, for the purposes of this definition shall include any Affiliate of that Lender) which is or is acting on behalf of (including in its capacity as the grantor of a Participation or any other agreement pursuant to which such rights may pass):

in each case whether before or after such person becomes a Lender and including where a Lender notifies the Agent that it is such (in a Transfer Certificate or otherwise) and where it has been notified as such to the Agent by the Company (acting reasonably and in good faith), provided that a Lender will not be deemed to be a Conflicted Lender solely by virtue of that Lender:

Core Assets means the equity interests of each of the Hospital Operating Companies and their respective core hospital business assets.

Core Business means the business of acquiring, developing, managing and providing online and/or offline healthcare and clinical services and advice, including, without limitation, through the owning, managing and/or operating hospitals, clinics or other healthcare service facilities or any other online healthcare platforms.

Credit-Specific Account means any interest reserve, debt service or similar account established in accordance with any Additional Facility and designated as such by the Company.

Credit-Specific Transaction Security means any Transaction Security over any Credit-Specific Account.

Cure Amount has the meaning given to that term in Clause 23.5 (Cure rights).

De Minimis Proceeds means amounts which are excluded from the Group’s obligation to mandatorily prepay any of the Senior Indebtedness or the Facilities out of or by reference to Proceeds and which are permitted to be received and retained by the Group due to the de minimis thresholds set out in this Agreement or the Senior Credit Agreement (including amounts falling within paragraph (c) of the definition of Excluded Disposal Proceeds and paragraph (d) of the definition of Excluded Insurance Proceeds but, for the avoidance of doubt, excluding amounts which do not yet constitute “Disposal Proceeds” or “Insurance Proceeds” by reason of paragraphs (a) or (b) of such definitions).

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

any Commitment (or any commitment represented thereby) or amount outstanding under this Agreement.

Debt Service Reserve Account means the bank account opened or to be opened in the name of the Company with the Agent or its Affiliates.

Default means an Event of Default or any event or circumstance specified in Clause 25 (Events of Default) (save for Clause 25.19 (Acceleration) or 25.20 (Clean-up period)) 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, provided that any such event which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default until that condition is satisfied.

Defaulting Lender means any Lender (other than a Lender which is a Sponsor Affiliate):

unless, in the case of paragraph (a) above:

payment is made within three Business Days of its due date; or

Deferred Consideration means, in relation to a Permitted Acquisition, any vendor loan, earn out or other deferred payment arrangement entered into in connection with that Permitted Acquisition.

Delegate means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

Designated Account means any account opened with Account Bank A or Account Bank B in the name of the Parent or the Holdco which is subject to the Designated Account Control Requirements.

Designated Account Control Requirements means, with respect to any Designated Account, the following operational requirements imposed on such Designated Account:

Disclosure Schedule means a disclosure schedule setting out certain existing transactions of the Target Group and certain transactions contemplated by the Target Group provided by the Company and accepted by the Agent on or prior to the Signing Date.

Disposal means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions).

Disposal Proceeds means:

Disposed Entity has the meaning given to that term in Clause 23.1 (Financial definitions).

Disbursement Account means the interest bearing non-resident account accepting RMB and US$ deposits which is held by the Company with the Agent or its Affiliates, opened in the Shanghai “free-trade zone”, the transfer of funds in and out of which is not subject to PRC regulatory approval.

Disruption Event means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Dissenting Shareholders has the meaning given to it in the Merger Agreement.

Dissenting Shares has the meaning given to it in the Merger Agreement.

Distressed Investor means a loan to own fund, vulture fund, distressed debt fund or any other entity (including a business group within a bank or financial institution) which is established for or principally invests in distressed debt (or any similar fund or entity).

EBITDA has the meaning given to that term in Clause 23.1 (Financial definitions).

Effective Time means the time upon which the Merger becomes effective pursuant to the Merger Agreement, being the “Effective Time” specified in the Plan of Merger (as defined in the Merger Agreement).

Election has the meaning given to it in paragraph (j) of Clause 23.3 (Financial testing).

Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

Environmental Law means any applicable law or regulation which relates to:

Environmental Permits means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Group Member conducted on or from the properties owned or used by any Group Member.

Equity Investment means the aggregate of:

ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at Signing Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

ERISA Affiliate means each person (as defined in Section 3(9) of ERISA) which together with an Obligor or a Subsidiary of an Obligor would be deemed to be a “single employer” (i) within the meaning of Section 414(b),(c), (m) or (o) of the Code or (ii) as a result of an Obligor or a Subsidiary of an Obligor being or having been a general partner of such person.

Event of Default means any event or circumstance specified as such in Clause 25 (Events of Default) (save for Clause 25.19 (Acceleration) or 25.20 (Clean-up period)).

Exceptional Items has the meaning given to that term in Clause 23.1 (Financial definitions).

Excess Cashflow has the meaning given to that term in Clause 23.1 (Financial definitions).

Excess Cashflow Basket means US$17,000,000 (or its equivalent) for each Financial Year.

Excess Cashflow Financial Year has the meaning given to that term in Clause 23.1 (Financial definitions).

Excluded Disposal Proceeds means any proceeds of any Disposal:

Excluded Insurance Proceeds means any proceeds of an Insurance Claim:

Excluded Swap Obligation means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

Existing HHH Group Member means HHH Holdco and each of its Subsidiaries as at the Closing Date.

Existing Joint Venture means:

Facilities means the Initial Term Facilities and each Additional Facility (each a Facility).

Facility Office means:

FATCA means:

FATCA Application Date means:

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.

Fee Letter means:

Final Termination Date means the latest of the Initial Term Facilities Termination Date and all Additional Facility Termination Dates.

Finance Document means this Agreement, any Accession Deed, any Compliance Certificate, any Fee Letter, any Hedging Agreement, the Intercreditor Agreement, any Resignation Letter, any Selection Notice, any Increase Confirmation - Cancelled Commitments, any Transaction Security Document, any Utilisation Request, any Additional Facility Notice, any Additional Facility Lender Accession Notice and any other document designated as a Finance Document by the Agent or any Arranger and the Company in writing, provided that where the term Finance Document is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedging Agreement shall be a Finance Document only for the purposes of:

Finance Lease means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease.

Finance Party means the Agent, the Arrangers, the Security Agent, a Lender or a Hedge Counterparty provided that where the term Finance Party is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedge Counterparty shall be a Finance Party only for the purposes of:

Financial Half-Year has the meaning given to that term in Clause 23.1 (Financial definitions).

Financial Indebtedness means at any time any indebtedness for or in respect of (without double counting):

Financial Year has the meaning given to that term in Clause 23.1 (Financial definitions).

First Test Date means the date falling on the later of (a) last day of the first full Financial Year ending after 12 months from the Closing Date and (b) 31 December 2022.

First Tier WFOE means any Onshore Group Member the equity interests in which are directly held and wholly-owned by an Offshore Group Member.

Funds Flow Statement means the statement showing the funds flow on the Initial Term Facility A Utilisation Date (including the borrowing and lending of money pursuant to this Agreement).

Future Acquisition Target means the target of any acquisition by a Group Member, being (a) the entity any shares or equity interests in which are being acquired by any Group Member pursuant to such acquisition or (b) the business which is being acquired by any Group Member pursuant to such acquisition.

General Basket has the meaning given to it in Clause 24.28 (General Restrictions).

General Indebtedness Basket means an amount equal to 80 per cent. of the Adjusted EBITDA of the Group for the Most Recent Relevant Period, provided that at any time prior to the First Test Date, such amount shall not exceed RMB300,000,000 (or its equivalent).

Governmental Agency means any government or any governmental agency, semi- governmental or judicial entity or authority (including any stock exchange or any self- regulatory organisation established under statute).

Group means the Company and each of its Subsidiaries from time to time (including, from the Closing Date, the Target and its Subsidiaries from time to time), but excluding at all times each HHH Group Member (each a Group Member).

Group Structure Chart means the group structure of the Group delivered to the Agent pursuant to Part I (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent and Conditions Subsequent) and assuming that the Closing Date has occurred.

Guarantor means any person which becomes an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 28 (Changes to the Obligors).

Hedge Counterparty means any person which has become a Party as a Hedge Counterparty in accordance with Clause 26.9 (Accession of Hedge Counterparties), which is or has become a party to the Intercreditor Agreement as a Hedge Counterparty (as defined in the Intercreditor Agreement) in accordance with the provisions of the Intercreditor Agreement.

Hedging Agreement means any master agreement, confirmation, schedule or other agreement entered into or to be entered into by an Obligor under paragraph (a) of the definition of Permitted Treasury Transaction provided that, to the extent it is to be secured by any Transaction Security, such documents comply with the requirements in relation to hedging documents stipulated in the Intercreditor Agreement.

HHH Group means HHH Holdco and each of its Subsidiaries from time to time (each, an HHH Group Member).

HHH Holdco means NF Unicorn HHH Holding Limited, an exempted company incorporated under the laws of Cayman Islands with registration number 352252 and having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

HHH Inc. means Healthy Harmony Healthcare, Inc., an exempted company incorporated under the laws of Cayman Islands with registration number 293696 and having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands.

Holdco means Unicorn II Holdings Limited, an exempted company with limited liability incorporated under the laws of Cayman Islands with registration number 376886 and having its registered office at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

Holding Company means, in relation to a company, corporation or entity, any other company, corporation or entity in respect of which it is a Subsidiary.

Hong Kong means the Special Administrative Region of Hong Kong.

Hospital Operating Companies means each of (a) 北京和睦家医院有限公司; (b) 北京和睦家康复医院有限公司; (c) 北京和睦家京北妇儿医院有限公司; (d)上海和睦家医院有限公司; (e) 上海和睦家新城医院有限公司; (f) 青岛和睦家医院有限公司; (g)天津和睦家医院有限公司, (h) 广州和睦家医院有限公司, and (i) any newly acquired or established Group Member or HHH Group Member that becomes a Group Member or a HHH Group Member (as applicable) after the Signing Date and which has ownership interests in or which operates a hospital (each, a Hospital Operating Company).

IFRS means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

Illegal Lender means a Lender whom an Obligor is or becomes obliged to repay or prepay pursuant to Clause 8.1 (Illegality).

Impaired Agent means the Agent at any time when:

unless in the case of paragraph (a) above:

and payment is made within five Business Days of its due date; or

Increase Confirmation - Cancelled Commitments means a confirmation substantially in the form set out in Schedule 11 (Form of Increase Confirmation - Cancelled Commitments).

Increase Lender has the meaning given to that term in paragraph (a)(i) of Clause 2.2 (Increase - Cancelled Commitments).

Increased Costs has the meaning given to that term in paragraph (b) of Clause 16.1 (Increased Costs).

Increased Costs Lender means a Lender to whom the Company is required to pay Increased Costs under Clause 16 (Increased Costs), to make a tax gross-up under Clause 15.1 (Tax gross-up) or tax indemnity payment under Clause 15.2 (Tax indemnity).

Indirect Tax means any goods and services tax, consumption tax, business tax, value added tax or any tax of a similar nature.

Information Barrier means, in relation to a Lender, a system of controls and monitoring (including, but not limited to, physical segregation of employees and restrictions on access to and flow of information) sufficient to ensure that:

Information Memorandum means the document (if any) in the form approved by the Company concerning the Company and the Target Group which, at the request of the Company and on its behalf was prepared in relation to this transaction, approved by the Company and distributed by the Arrangers in connection with the syndication of the Facilities.

Information Package means the Information Memorandum, the Base Case Model and the Reports.

Initial Term Facility A means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facility).

Initial Term Facility B means the term loan facility made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facility).

Initial Term Facilities means Initial Term Facility A and Initial Term Facility B, and Initial Term Facility means each of them.

Initial Term Facility A Commitment means:

to the extent:

Initial Term Facility B Commitment means:

to the extent:

Initial Term Facility A Lender means:

which, in each case, has not ceased to be an Initial Term Facility A Lender in accordance with this Agreement, and for which purposes the:

will result in that Initial Term Facility A Lender ceasing to be regarded as an Initial Term Facility A Lender for the purposes of and in relation to any provision of any of the Finance Documents requiring consultation with or the consent or approval of or instruction from all the Lenders, the Super Majority Lenders, the Majority Lenders and/or any class or group of Lenders.

Initial Term Facility B Lender means:

which, in each case, has not ceased to be an Initial Term Facility B Lender in accordance with this Agreement, and for which purposes the:

will result in that Initial Term Facility B Lender ceasing to be regarded as an Initial Term Facility B Lender for the purposes of and in relation to any provision of any of the Finance Documents requiring consultation with or the consent or approval of or instruction from all the Lenders, the Super Majority Lenders, the Majority Lenders and/or any class or group of Lenders.

Initial Term Facility A Loan means a loan made or to be made under the Initial Term Facility A or the principal amount outstanding for the time being of that Loan.

Initial Term Facility B Loan means a loan made or to be made under the Initial Term Facility B or the principal amount outstanding for the time being of that Loan.

Initial Term Facility Loans means, collectively, the Initial Term Facility A Loan and the Initial Term Facility B Loan, and Initial Term Facility Loan means each of them.

Initial Term Facility Repayment Dates means each date set out in Clause 7.1 (Repayment of the Initial Term Facility Loans), and Initial Term Facility Repayment Date means each of them.

Initial Term Facility Repayment Instalments means each repayment instalment for the Initial Term Facility Loans calculated and payable as set out in Clause 7.1 (Repayment of the Initial Term Facility Loans), and Initial Term Facility Repayment Instalment means each of them.

Initial Term Facility A Utilisation Date means the date on which the Initial Term Facility Loan A is made or to be made.

Initial Term Facility B Utilisation Date means the date on which the Initial Term Facility Loan B is made or to be made.

Initial Utilisation Date means the earlier of the Initial Term Facility A Utilisation Date and the Initial Term Facility B Utilisation Date.

Insolvency Event in relation to a Finance Party means that such Finance Party:

Insurance Claim means any insurance claim under any insurance maintained by any Group Member.

Insurance Proceeds means the Net Proceeds of any Insurance Claim (the Relevant Insurance Proceeds) except for Excluded Insurance Proceeds.

Intellectual Property means:

Intercreditor Agreement means the intercreditor agreement dated on or about the Signing Date between, among others, the Parent, the Company, the Debtors (as defined in the Intercreditor Agreement), the Agent, the Security Agent, the Lenders and the Arrangers (each as defined in the Intercreditor Agreement) and the Intercompany Lenders (as defined in the Intercreditor Agreement).

Interest has the meaning given to that term in Clause 23.1 (Financial definitions).

Interest Payable has the meaning given to that term in Clause 23.1 (Financial definitions).

Interest Payment Date means each of 21 March, 21 June, 21 September and 21 December of each calendar year, provided that if such day is not a Business Day, that Interest Payment Date will instead fall on the next Business Day (or such other dates as may be agreed to by the Lenders of the relevant Facility).

Interest Period means:

Interest Rate means for any day, the rate that is the aggregate of:

and, for the avoidance of doubt and by way of illustration only, the applicable Interest Rate as at the Signing Date shall be equal to 4.15% per annum, being the aggregate of the LPR Rate of 4.65% per annum as at the Signing Date and the applicable Margin (which is a negative rate of 0.5% per annum).

Investment Purchase Price means, in respect of any acquisition by a Group Member of any interest in any Future Acquisition Target, the total consideration (including associated costs and expenses) payable by the relevant Group Member for such acquisition:

Investor Affiliates means an Investor, any Affiliate of an Investor, any trust of which an Investor or any of its respective Affiliates is a trustee, any partnership of which an Investor or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, an Investor or any of its respective Affiliates (in each case, including their respective successors, assigns and transferees) provided that any such trust, fund or other entity which has been established for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by an Investor or any of its respective Affiliates which have been established for the primary purpose or main purpose of investing in the share capital of companies, in each case, shall not constitute an Investor Affiliate.

Investors means the Sponsors, any Sponsor Affiliate, management, employees and any other person holding an interest in the Group pursuant to a management incentive plan, incentive scheme or similar arrangement, any co-investor agreed with the Arrangers and any other person approved by the Majority Lenders, in each case, including their respective successors, assigns and transferees.

IPO means the listing or admission to trading on any stock or securities exchange or market of any share or securities of the Company or any other Group Member or any Holding Company of a Group Member that has been established for the purposes of holding the Investors’ investment in the Company (but excluding any Investor or Investor Affiliate, other than any direct or indirect Holding Company of the Company whose primary assets comprise a direct or indirect shareholding in the Company), or any sale or issue by way of listing, flotation or public offering (or any equivalent circumstances) of any shares or securities of the Company or any other Group Member or any Holding Company of the Company that has been established for the purposes of holding the Investors’ investment in the Company (but excluding any Investor or Investor Affiliate, other than any direct or indirect Holding Company of the Company whose primary assets comprise a direct or indirect shareholding in the Company), in any jurisdiction or country (the entity whose shares or securities are so listed, admitted to trading, sold or issued being the IPO Entity).

IPO Entity has the meaning given to that term in the definition of IPO.

Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

Joint Venture Investment means, in respect of a Joint Venture:

(in each case without double-counting), provided that (i) for the avoidance of doubt, an amount will no longer be a Joint Venture Investment and deemed never to have been made on and from the date that the Joint Venture it relates to becomes a Group Member (and no longer a Joint Venture) and (ii) Joint Venture Investment in respect of any Joint Venture and any Financial Year shall mean (A) any such amount (falling within paragraph (a)) so subscribed for shares in, lent to or invested in that Joint Venture during that Financial Year, (B) the continuing amount of a contingent liability of a Group Member under any such outstanding guarantee (falling within paragraph (b)) granted during that Financial Year in respect of the liabilities of that Joint Venture and (C) any such amount (falling within paragraph (c)) in respect of assets transferred by any Group Member to that Joint Venture during that Financial Year, in each case without double-counting.

Knowledge means, in respect of an Obligor, the Parent or a Group Member, to the best of the knowledge and belief of the directors of such Obligor or, the Parent or such Group Member (as the case may be) (after due and careful enquiry).

Leakage Cap has the meaning given to such term in paragraph (b) of Clause 9.7 (Trapped Amounts).

Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 28 (Changes to the Obligors).

Legal Reservations means:

Lender means:

which, in each case, has not ceased to be a Lender in accordance with this Agreement, and for which purposes the:

will result in that Lender ceasing to be regarded as a Lender for the purposes of and in relation to any provision of any of the Finance Documents requiring consultation with or the consent or approval of or instruction from all the Lenders, the Super Majority Lenders, the Majority Lenders and/or any class or group of Lenders.

Leverage has the meaning given to that term in Clause 23.1 (Financial definitions).

LMA means the Loan Market Association.

Loan means the Initial Term Facility Loan or an Additional Facility Loan provided that:

LPR Rate means, in respect of a Loan, the loan prime rate published by the National Interbank Funding Center of the PRC on the applicable day, or (if there is no such rate published on such date) such rate most recently published before such date, for RMB loans with a term of 5 years or longer.

Major Default means any Event of Default (with respect to the Company and the Parent only and excluding any other Group Member or Target Group Member) under any of Clause 25.1 (Non-payment), Clause 25.3 (Other obligations) (only insofar as it relates to any Major Undertaking), Clause 25.4 (Misrepresentation) (only insofar as it relates to a breach of any Major Representation), Clause 25.6 (Insolvency), Clause 25.7 (Insolvency proceedings), Clause 25.8 (Creditors’ process), Clause 25.9 (Unlawfulness and invalidity) or Clause 25.14 (Repudiation and rescission of agreements).

Major Representation means a representation or warranty given by the Company and the Parent, only (and excluding any other Group Member or Target Group Member) with respect to itself under any of Clause 21.2 (Status) to Clause 21.5 (Power and authority) (inclusive), paragraph (a) of Clause 21.6 (Authorisations) and, insofar as it relates to title to assets that are subject to Transaction Security granted by the Company or the Parent, Clause 21.21 (Legal and beneficial ownership), Clause 21.25 (Pari passu ranking), Clause 21.27 (Holding Companies), Clause 21.28 (Anti-Corruption Laws / Sanctions) and Clause 21.29 (Anti-money laundering).

Major Undertaking means an undertaking given by the Company and the Parent described in Clauses 24.5 (Merger), 24.7 (Acquisitions), 24.8 (Joint ventures), 24.9 (Holding Companies), 24.13 (Negative pledge), 24.14 (Disposals), 24.16 (Loans or credit), 24.17 (No guarantees or indemnities), 24.18 (Dividends, share redemption and other restricted payments) and 24.19 (Financial Indebtedness) and paragraph (a) of Clause 24.12 (Merger Documents), in each case, as it relates to the Company or the Parent only and excluding any obligation of the Company or the Parent to procure in relation to any other Group Member or Target Group Member.

Majority Facility Lenders means in respect of any Facility, a Lender or Lenders whose Commitment(s) in respect of such Facility aggregate more than 66⅔ per cent. of the aggregate Commitments of the Lenders in respect of such Facility (or, if the aggregate Commitments of the Lenders in respect of such Facility have been reduced to zero, aggregated more than 66⅔ per cent. of the aggregate Commitments of the Lenders in respect of such Facility immediately prior to the reduction of such aggregate Commitments in respect of such Facility to zero).

Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔ per cent. of the Total Commitments immediately prior to the reduction of the Total Commitments to zero).

Margin means a negative rate of 0.5% per annum.

Market Disruption Event has the meaning given to that term in paragraph (b) of Clause 13.1 (Market disruption).

Material Adverse Effect means a material adverse effect (after taking into account all resources, insurance, indemnity and assurance available to the Group and the timing and likelihood of recovery) on:

Material Company means:

provided that compliance with the condition set out in paragraph (c) above in relation to a Group Member shall be determined by reference to the latest audited financial statements of that Group Member (consolidated in the case of a Group Member which itself has Subsidiaries) (if available and otherwise by reference to the latest available financial statements) and the latest Annual Financial Statements and any Compliance Certificate supplied by the Company with those Annual Financial Statements (or, prior to the delivery of the first set of Annual Financial Statements to the Agent, the Original Financial Statements, as if the Original Financial Statements constituted Annual Financial Statements and as if the Closing Date had occurred at the commencement of the period to which the Original Financial Statements relate). However, if a person becomes a Group Member since the date as at which the latest Annual Financial Statements (or, as the case may be, the Original Financial Statements) were prepared, such financial statements shall, for such purposes, be deemed to be adjusted in order to take into account such person’s becoming a Group Member (that adjustment being certified by the Company as representing an accurate reflection of the revised gross assets or revenue of the Group) as if such person had become a Group Member as at the commencement of the period to which such financial statements relate. A report by the Auditors of the Company that a Group Member is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all Parties.

Material Entities means each Obligor and each Material Company (each a Material Entity).

Merger means the merger of the Company and the Target on the terms of which the Target will be the surviving company in accordance with Part XVI of the Companies Act (2021 Revision) of the Cayman Islands and upon the terms and subject to the conditions of the Merger Agreement.

Merger Agreement means the agreement and plan of merger dated 4 August 2021 amongst the Holdco, the Parent, the Company and the Target, as amended, restated, supplemented or otherwise modified from time to time.

Merger Consideration means the consideration payable for the Merger pursuant to the Merger Documents.

Merger Costs means all fees, costs (including any hedging cost), expenses and stamp, registration and other Taxes incurred, or any amortisation thereof, in connection with the Merger or the Transaction Documents or any liabilities arising under the Merger Documents.

Merger Documents means:

Merger Payment Completion Date means the date on which the Merger Consideration and all outstanding Portfolio Company Liabilities have been paid, discharged or released in full.

MOFCOM means the Ministry of Commerce of the PRC and its local counterparts.

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:

The rules in paragraphs (a) to (c) above will only apply to the last Month of any period.

Most Recent Leverage means, at any time, the Leverage for Most Recent Relevant Period as at such time.

Most Recent Relevant Period means, as at any date, the most recently elapsed Relevant Period in respect of which Annual Financial Statements for a period ending on the last day of such Relevant Period and the accompanying Compliance Certificate have been delivered to the Agent in accordance with Clauses 22.1 (Financial statements) and 22.2 (Provision and contents of Compliance Certificate) provided that if such date falls prior to the date on which the first set of Annual Financial Statements and the accompanying Compliance Certificate shall have been delivered to the Agent in accordance with Clauses 22.1 (Financial statements) and 22.2 (Provision and contents of Compliance Certificate), then (a) the Most Recent Relevant Period as at such date shall be deemed to be the Relevant Period ending on the date as at which the Original Financial Statements are prepared, (b) the Annual Financial Statements for such Most Recent Relevant Period shall be deemed to be the Original Financial Statements (and the Closing Date shall be deemed to have occurred as at the commencement of such Most Recent Relevant Period) and (c) the requirements under Clause 23.2 (Financial conditions) applicable to the Relevant Period ending on the First Test Date shall be deemed to apply to such Most Recent Relevant Period for the purposes of any pro forma calculation of any of the requirements under Clauses 23.2 (Financial conditions) and 23.3 (Financial testing).

Net Proceeds means the cash proceeds received or recovered by a Group Member (and if that Group Member is not the Company or a direct or indirect wholly-owned Subsidiary of the Company, a percentage of such cash proceeds which is equal to the percentage interest (direct or indirect) held by the Company in that Group Member) of any Disposal, Insurance Claim or Recovery Claim after deducting:

New Lender has the meaning given to that term in Clause 26.1 (Transfers by the Lenders).

New Shareholder Injections has the meaning given to that term in Clause 23.1 (Financial definitions).

NFH Group means the Sponsors and its Subsidiaries from time to time.

Non-Commercial Lender means any hedge fund, loan-to-own fund, private equity fund, debt restructuring fund or activist fund but, for the purpose of this definition, excluding any Sponsor Affiliate.

Non-Consenting Lender means any Lender which does not consent to any decision requiring a waiver or amendment or other consent requested in respect of any of the Facilities, if:

Non-Market Lender means any Lender whose Commitment is being included to trigger a Market Disruption Event.

Non-Obligor means a Group Member which is not an Obligor.

Non-Responding Lender means any Lender that fails to:

Notifiable Debt Purchase Transaction has the meaning given to that term in paragraph (b) of Clause 27.2 (Debt Purchase Transactions by Sponsor Affiliates).

Obligor means the Company or an Additional Obligor.

Obligors’ Agent means the Company, appointed to act on behalf of each Obligor and the Parent in relation to the Finance Documents pursuant to Clause 2.5 (Obligors’ Agent).

Offshore Group Member means a Group Member which is not an Onshore Group Member.

Onshore Group Member means a Group Member which is incorporated in the PRC.

Original Facility has the meaning given to that term in Clause 2.3 (Additional Facility).

Original Financial Statements means the (a) audited annual consolidated financial statements of the Target for the financial year ending on 31 December 2020 made available to the Company; and (b) the audited annual consolidated financial statements of Chindex US for the financial year ending on 31 December 2020.

Original Initial Term Facility Lender means a Lender listed in Part I (The Original Lenders) of Schedule 1 (The Original Parties) as having an Initial Term Facility A Commitment and/or an Initial Term Facility B Commitment.

Original Jurisdiction means, in relation to any Obligor or the Parent, the jurisdiction under whose laws that Obligor or the Parent is incorporated as at the Signing Date or, in the case of an Additional Guarantor, as at the date on which that Additional Guarantor becomes a party to this Agreement.

Original Security Documents means each of the documents listed as being an Original Security Document in Part III (Original Security Documents) of Schedule 2 (Conditions Precedent and Conditions Subsequent).

Original Senior Facilities means the facilities granted under the Original Senior Facilities Agreement.

Original Senior Facilities Agreement means the RMB equivalent of US$300,000,000 facilities agreement originally dated 9 December 2019 (as amended and restated by an amendment and restatement agreement dated 31 August 2020 and an amendment and restatement agreement dated on or about the date of this Agreement) and made between, amongst others, the Senior Borrower as company and original borrower, and Shanghai Pudong Development Bank Co., Ltd. Putuo Sub-Branch (上海浦东发展银行股份有限公司普陀支行) as agent and security agent.

Parent Liabilities has the meaning given to that term in the Intercreditor Agreement.

Parent Loan Document means any document or intercompany account pursuant to which any loan is owing from the Company to the Parent.

Participation means a Debt Purchase Transaction other than a purchase falling within paragraph (a) of the definition thereof.

Party means a party to this Agreement.

Perfection Requirements means the making of the appropriate registrations, filings, endorsements, notarisation, stamping, notifications or other actions or steps to be made in any jurisdiction in order to perfect Security created by a Transaction Security Document and/or in order to achieve the relevant priority for the Security created thereunder.

Permitted Acquisition means:

provided that the Investment Purchase Price paid by any Group Member for any Permitted Acquisition to or in respect of an HHH Group Member shall be subject to the General Basket and other restrictions in Clause 24.28 (General Restrictions).

Permitted Additional Debt means Financial Indebtedness incurred or established by any Group Member:

provided that (unless otherwise agreed by the Majority Lenders) each of the following applicable conditions are met:

Permitted Business Acquisition means an acquisition by any Group Member(s) of any Future Acquisition Target, if:

Permitted Cash Pooling means (subject to the compliance with Clause 24.29 (Collection Account and Cash Pooling Arrangement)) any cash pooling, netting or set-off arrangement entered into by any Obligor or Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of Obligor(s) and/or Group Member(s) (including an overdraft comprising more than one account).

Permitted Collateralised Hedging Transaction means any foreign exchange or interest rate hedging transaction(s) entered into by any Offshore Group Member for the purposes of hedging (in the case of foreign exchange hedging) any currency exposure (between US$ and RMB) of a Group Member relating to any Permitted Collateralised Indebtedness or (in the case of interest rate hedging) any interest rate exposure of a Group Member relating to any Permitted Collateralised Indebtedness, provided that (in each case):

Permitted Collateralised Indebtedness means any Financial Indebtedness incurred by any Offshore Group Member, which Financial Indebtedness:

provided that:

(such cash deposit being the Cash Pledge);

Permitted Disposal means a Disposal:

Permitted Financial Indebtedness means Financial Indebtedness:

provided that in the event that any Financial Indebtedness (Refinancing Debt) is incurred for the purposes of refinancing any other Financial Indebtedness (Refinanced Debt), any temporary non-compliance of any foregoing limit (including in respect of the Permitted Additional Debt) shall not result in any Refinancing Debt or Refinanced Debt not being permitted, as long as such limit would have been complied with had the proceeds of such Refinancing Debt been applied towards such refinancing and the applicable Group Members are taking reasonable steps to apply the proceeds of such Refinancing Debt towards the refinancing of such Refinanced Debt provided further that such application towards refinancing of such Refinanced Debt will be made within 10 Business Days after the date of incurrence of such Refinancing Debt and provided further that in the event that the Facilities are being replaced or refinanced in part only (such replacing or refinancing Financial Indebtedness being Refinancing Indebtedness) (A) the weighted average life of the Refinancing Indebtedness shall be no shorter than the remaining weighted average life of the Initial Term Facilities, (B) the final maturity date of any such Refinancing Indebtedness shall be no earlier than the Termination Date applicable to the Initial Term Facilities, (C) the provider(s) of such Refinancing Indebtedness (or, where customary for financing of the relevant type, the agent or trustee in respect of such Refinancing Indebtedness) shall become party to the Intercreditor Agreement on pari passu or junior basis, (D) any proceeds from such Refinancing Indebtedness shall be applied towards the purported refinancing only (dollar for dollar) and any associated Transaction Costs and shall be so applied within 10 Business Days of after the date of incurrence of such Refinancing Indebtedness, (E) any Refinancing Indebtedness may only receive any mandatory prepayments pro rata with or after (and not in priority to) any Facility, and (F) the Refinancing Indebtedness shall only be guaranteed and secured by guarantors and security that also guarantee and secure the Facilities (on pari passu or junior basis) and provided further that the creditor or financing provider of any Permitted Collateralised Indebtedness, any Permitted Additional Debt, Permitted Receivables Financing, Permitted Instrument Financing, or Permitted Onshore Indebtedness shall be a Lender (for this purpose, the head office, branches, sub-branches, joint venture and any Affiliate of the Lender shall be deemed a Lender) unless consent of the Majority Lenders (acting reasonably and in good faith and such consent shall not be unreasonably withheld or delayed) has been obtained to waive this requirement.

Permitted Guarantee means:

Permitted Holding Company Activity means:

Permitted IPO means any IPO of the Company or an IPO Entity at any time where:

Permitted Joint Venture means:

Permitted Joint Venture Investment means:

provided that:

Permitted Loan means:

Permitted Onshore Indebtedness means any secured or unsecured Financial Indebtedness of an Onshore Group Member, provided that

Permitted Payment means:

Permitted Receivables Financing means an arrangement for the sale or discontinuing of receivables of Group Members on a recourse basis (including by way of securitisation or similar programme and where the recourse is limited to such receivables), provided that the Financial Indebtedness incurred by Group Members pursuant to those arrangements constitutes Permitted Financial Indebtedness (other than under paragraph (k) of the definition of Permitted Financial Indebtedness), and, to the extent that any Security or Quasi-Security is granted in connection therewith (the Secured Receivables Financing), does not exceed the amounts permitted pursuant to paragraph (z) of the definition of Permitted Security (when aggregated with all other amounts incurred in accordance with that paragraph and any other Secured Receivables Financing).

Permitted Reorganisation means:

Permitted Sale and Leaseback means the disposal of one or more assets (including any real property (or any fixtures thereon)) by a Group Member on terms where they may be leased back to a Group Member, provided that the aggregate amount of the higher of the market value of those assets and the proceeds raised from that disposal, when aggregated with the aggregate outstanding principal amount of any Permitted Receivables Financing, Permitted Onshore Indebtedness and Permitted Additional Debt, does not, at any time, exceed (in aggregate for any and all such disposals) the General Indebtedness Basket.

Permitted Security means:

Permitted Share Issue means an issue of shares:

Permitted Sponsor Amounts means, at any time, any amounts that the Group may, at that time, pay to one or more of the Sponsors in accordance with the terms of this Agreement (to the extent not actually paid to one or more of the Sponsors or otherwise utilised for any other purpose under this Agreement).

Permitted Transaction means:

Permitted Transferee means, in relation to a Transfer, any bank, financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in syndicated loans but excluding any such entity which is, to the knowledge of such Existing Lender or Lender, a Conflicted Lender or a Distressed Investor.

Permitted Treasury Transaction means:

Plan means any “employee benefit plan” as defined in Section 3(3) of ERISA or any “plan” subject to Section 4975 of the Code.

Portfolio Company Consideration means the consideration which would be payable to the Dissenting Shareholders in respect of the Dissenting Shares under the Merger if such persons had not been Dissenting Shareholders and such shares had not been Dissenting Shares.

Portfolio Company Liability means any liability arising from claims by the Dissenting Shareholders in connection with the Merger and the Dissenting Shares as determined in accordance with Section 238 of the Companies Act (2021 Revision) of the Cayman Islands.

Portfolio Company Premium means the amount by which the Portfolio Company Liability exceeds the Portfolio Company Consideration.

PRC means the People’s Republic of China which, for the purpose of this Agreement, does not include Hong Kong, Macau or Taiwan.

Prepayment Determination Time has the meaning given to that term in Clause 9.5 (Application of mandatory prepayments).

Proceeds means Disposal Proceeds and Insurance Proceeds.

Proposed Additional Borrower means any person proposed to become an Additional Facility Borrower.

Proposed Additional Guarantor means any person proposed to become an Additional Guarantor.

Proposed Additional Obligor means a Proposed Additional Borrower or a Proposed Additional Guarantor.

Qualified ECP Guarantor means, in respect of any Swap Obligation, any entity that has total assets exceeding US$10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Quasi-Security has the meaning given to that term in Clause 24.13 (Negative pledge).

Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

Recovered Amount has the meaning given to that term in Clause 31.1 (Payments to Finance Parties).

Recovering Finance Party has the meaning given to that term in Clause 31.1 (Payments to Finance Parties).

Refinancing Indebtedness has the meaning given to that term in the definition of Permitted Financial Indebtedness.

Register has the meaning given to that term in Clause 26.7 (The Register).

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 Financial Statements means the Annual Financial Statements and the Semi-Annual Financial Statements (as applicable).

Relevant Increase has the meaning given to that term in Clause 1.6 (Basket Increases).

Relevant Interbank Market means the PRC interbank market.

Relevant Jurisdiction means, in relation to an Obligor, the Parent or a Group Member:

Relevant Period has the meaning given to that term in Clause 23.1 (Financial definitions).

Relevant Synergy has the meaning given to that term in paragraph (b) of Clause 23.3 (Financial testing).

Repeating Representations means each of the representations set out in Clause 21.2 (Status) to 21.6 (Authorisations), paragraph (a) of Clause 21.11 (No default) and Clause 21.21 (Legal and beneficial ownership).

Replaceable Lender means a Conflicted Lender, a Defaulting Lender, an Increased Costs Lender, an Illegal Lender, a Non-Consenting Lender, a Non-Responding Lender or a Non-Market Lender.

Replacement Lender has the meaning given to that term in Clause 38.5 (Replaceable Lender).

Reports means:

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Request means any request for a consent, waiver, release, amendment or other vote under the Finance Documents.

Requested RMB Amount has the meaning given to that term in paragraph (a) of Clause 5.6 (Exchange rate conversion mechanics).

Resignation Letter means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

Restricted Payment means:

Retained Cash means the aggregate of Retained Excess Cashflow and Retained Net Proceeds.

Retained Excess Cashflow has the meaning given to such term in Clause 23.1 (Financial definitions).

Retained Net Proceeds means the aggregate of:

in each case, which is (or are not) required to be applied in prepayment of any of the Original Senior Facilities or any Permitted Additional Debt (other than as a result of Clause 9.7 (Trapped Amounts)).

Royalty Payment means any payment of any royalty, technical or other fee by a Group Member whether in connection with the use or licence of any intellectual property or otherwise, together with any Indirect Tax imposed thereon.

SAFE means the State Administration of Foreign Exchange of the PRC and its local branches and/or counterparts.

SAMR means the State Administration for Market Regulation of the PRC and its local counterparts.

Sanctionable Activity means any activity that could trigger a designation under existing Sanctions administered by a Sanctions Authority.

Sanctions means any economic or financial sanctions or trade embargoes implemented, administered or enforced by the U.S. government, including those administered by the Department of Treasury’s Office of Foreign Assets Control, the U.S. Departments of State or Commerce or any other US government authority, the United National Security Council, the European Union, Her Majesty’s Treasury, the Department for Business, Innovation and Skills or any other UK government authority, any French government authority, the Monetary Authority of Singapore or the Monetary Authority of Hong Kong (such authorities, the Sanctioned Authorities).

Sanction Restricted Party means any persons or entities that are the subject of Sanctions.

Sanctioned Countries means a country or territory that is the subject of Sanctions (as of the Signing Date, comprising Crimea, Cuba, Iran, North Korea, Sudan and Syria, but subject to such changes as take place over time).

Secured Liabilities has the meaning given to that term in the Intercreditor Agreement.

Secured Parties has the meaning given to that term in the Intercreditor Agreement.

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 Principles means the principles set out in Schedule 10 (Security Principles).

Selection Notice means a notice substantially in the form set out in Part II (Selection Notice) of Schedule 3 (Requests and Notices) given in accordance with Clause 12 (Interest Periods) in relation to any Initial Term Facility Loan.

Semi-Annual Financial Statements means the financial statements delivered pursuant to paragraph (b) of Clause 22.1 (Financial statements).

Senior Borrower means NF Unicorn Chindex Holding Limited, a corporation incorporated under the laws of the State of Delaware with organisational identification number 7467467 and having its registered office at The Corporation Trust Company, 1209 Orange Street, Corporation Trust Center, Wilmington, Country of New Castle, Delaware, 19801.

Senior Credit Agreement means:

Senior Indebtedness means any Financial Indebtedness incurred under any Senior Credit Agreement.

Senior Indebtedness (New Lenders) means any Senior Indebtedness incurred under any Senior Refinancing where (a) the refinancing creditors do not include any of the Original Initial Term Facility Lenders or (b) the refinancing arrangers do not include any of the Arrangers, and, for the purpose of this definition only, the head office, branches, sub-branches, joint venture and Affiliates of any Original Initial Term Facility Lender or Arranger (as applicable) shall be deemed to be an Original Initial Term Facility Lender or Arranger (as applicable).

Senior Indebtedness Prepayment Limit means, for the purpose of calculating the amounts required to be prepaid under Clause 9.3 (Disposal Proceeds), an amount calculated in accordance with the following formula:

where:

Senior Refinancing means any partial or full refinancing of the Financial Indebtedness of the Group under any Senior Credit Agreement.

Sharing Payment has the meaning given to that term in Clause 31.1 (Payments to Finance Parties).

Signing Date means the date of this Agreement.

Specified Property means the shares or equity interest in any Group Member or any HHH Group Member which forms the subject of Security under or pursuant to the terms of the Original Senior Facilities immediately before the pay-off of the Original Senior Facilities pursuant to any Senior Refinancing.

Specified Time means a time determined in accordance with Schedule 9 (Timetables).

Sponsor Affiliate means:

provided that any such trust, fund or other entity which has been established for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by the Advisor, any Sponsor or any of their respective affiliates which have been established for the primary purpose or main purpose of investing in the share capital of companies, in each case, shall not constitute a Sponsor Affiliate. For the purpose of this definition, a person is acting in concert with another person if: (i) they are a shareholder in the Advisor, any Sponsor or any of their respective affiliates; and (ii) in relation to such shareholding, they, whether pursuant to any agreement or understanding, formal or informal or otherwise, actively co-operate to obtain, maintain, consolidate or exercise control over that company or control of the voting rights attaching to their holding of shares in that company to a greater extent than would be possible by reason of their individual shareholdings alone.

Sponsors means the Advisor, its Affiliates and funds, partnerships and other entities advised, managed and/or controlled by any of the foregoing (including the Sponsor Funds) and any additional parties who may accede to any consortium agreement or interim investors agreement on or before the Closing Date in accordance with the terms thereof.

Sponsor Funds means, collectively:

and Sponsor Fund shall mean each of them.

Structural Adjustment means:

Structure Memorandum means the tax structure memorandum prepared by PricewaterhouseCoopers dated May 2021 incorporating transaction steps in connection with the Merger and any Permitted Reorganisation.

Subsidiary means, in relation to any company, corporation or entity, a company, corporation or entity:

and for this purpose, a company, corporation or entity shall be treated as being controlled by another if that other company, corporation or entity is (i) able to direct its affairs and/or to control the majority of the composition of its board of directors or equivalent body and/or (ii) able to exercise effective control over it or consolidate its financial condition or results of operation in accordance with the Accounting Principles for the purposes of the consolidated financial statements.

Super Majority Facility Lenders means, in respect of any Facility, a Lender or Lenders whose Commitment(s) in respect of such Facility aggregate more than 75 per cent. of the aggregate Commitments of the Lenders in respect of such Facility (or, if the aggregate Commitments of the Lenders in respect of such Facility have been reduced to zero, aggregated more than 75 per cent. of the aggregate Commitments of the Lenders in respect of such Facility immediately prior to the reduction of such aggregate Commitments in respect of such Facility to zero).

Super Majority Lenders means a Lender or Lenders whose Commitment(s) aggregate more than 75 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 75 per cent. of the Total Commitments immediately prior to the reduction of the Total Commitments to zero).

Sum has the meaning given to that term in paragraph (a) of Clause 17.1 (Currency indemnity).

Support Agreements has the meaning given to that term in paragraph (b) of the definition of Merger Documents in Clause 1.1 (Definitions).

Swap Obligation means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

Sweep Excess Cashflow has the meaning given to it in the Original Senior Facilities Agreement.

Target means New Frontier Health Corporation, an exempted company incorporated under the laws of Cayman Islands with registration number 334925 and having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, the units of which are listed on the New York Stock Exchange (stock code NYSE: NFH).

Target Group means the Target and its respective Subsidiaries from time to time (and Target Group Member means any member of the Target Group).

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature that is imposed by law or by a Governmental Agency (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

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 a Finance Party under Clause 15.1 (Tax gross-up) or a payment under Clause 15.2 (Tax indemnity).

Termination Date means:

Test Date means the First Test Date and each 31 December in each Financial Year thereafter.

Third Parties Act has the meaning given to that term in Clause 1.5 (Third party rights).

Total Additional Facility Commitments means the aggregate of the Additional Facility Commitments.

Total Commitments means the aggregate of the Total Initial Term Facility A Commitments, the Total Initial Term Facility B Commitments and the Total Additional Facility Commitments (only if any Additional Facility is established after the Signing Date), being the RMB equivalent of US$200,000,000 at the Signing Date and to be further determined in accordance with Clause 5.6 (Exchange rate conversion mechanics).

Total Initial Term Facility A Commitments means the aggregate of the Initial Term Facility A Commitments, being the RMB equivalent of US$150,000,000 at the Signing Date and to be further determined in accordance with Clause 5.6 (Exchange rate conversion mechanics).

Total Initial Term Facility B Commitments means the aggregate of the Initial Term Facility B Commitments, being the sum of the RMB equivalent of US$50,000,000 and the Total Undrawn Initial Term Facility A Commitments at the Signing Date, and to be further determined in accordance with Clause 5.6 (Exchange rate conversion mechanics).

Total Net Debt has the meaning given to that term in Clause 23.1 (Financial definitions).

Total Sale means the sale of all or substantially all of the assets of the Group, whether in a single transaction or a series of related transactions.

Total Undrawn Initial Term Facility A Commitments means an amount equal to the aggregate of all Undrawn Initial Term Facility A Commitments.

Trade Instruments means any performance bonds or advance payment bonds or documentary letters of credit issued in respect of the obligations of any Group Member arising in the ordinary course of trading of that Group Member.

Transaction Costs means the Merger Costs, any Portfolio Company Liability and costs, fees, commissions and expenses payable in connection with any Permitted Acquisition, Permitted Disposal, Permitted Share Issue or Permitted Transaction, in each case whether or not consummated.

Transaction Documents means the Finance Documents, the Merger Documents, and the Parent Loan Documents.