Common use of COMMITMENTS OF THE BORROWER Clause in Contracts

COMMITMENTS OF THE BORROWER. 4.1 The Borrower, as a major shareholder of the Borrower’s Company, agrees that it shall cause the Borrower’s Company, during the term of this Agreement, (a) not to supply, amend or modify its articles of association, to increase or decrease its registered capital, or to change its capital structure in any way without the Lender’s prior written consent; (b) to comply with good financial and business rules and practices, to maintain and operate its business and handle matters prudently and effectively; (c) not to sell, transfer, mortgage, dispose of in any other way, or to create other security interest on, any of its assets, business or legal right to collect interests without the Lender’s prior written consent; (d) without the Lender’s prior written consent, not to create, succeed to, guarantee or permit any debt, except (i) the debt arising in the course of the ordinary or daily business operation, but not arising from the loan, and (ii) the debt being reported to the Lender or having approved by the Lender in writing; (e) to operate persistently all the business of the Borrower’s Company and to maintain the value of its assets; (f) without the Lender’s prior written consent, not to execute any material contracts (during this stage, a contract will be deemed material if the value of it exceeds RMB¥100,000) except those executed during the ordinary operation; (g) not to provide loan or credit to any person without the Lender’s prior written consent; (h) to provide information concerning all of its operation and financial affairs subject to the Lender’s request; (i) to purchase insurance from an insurance company accepted by the Lender and maintain persistently such insurance, provided that the amount and type of such insurance are as the same as, or equivalent to, the insurance amount and insurance type taken out generally by the companies that operate, in the same territory, the similar business and possesses the similar properties or assets; (j) not to merge or combine with, buy or invest in, any other person without the Lender’s prior written consent; (k) to inform promptly the Lender of the pending or threatened suit, arbitration or regulatory procedure concerning the assets, business or income of the Borrower’s Company; (l) to execute all necessary or appropriate documents, to take all necessary or appropriate action and to bring all necessary or appropriate lawsuits or to take all necessary and appropriate defensive measures against all claims, in order to maintain the ownership of the Borrower’s Company for all its assets; (m) without the Lender’s prior written consent, not to issue dividends to a shareholder in any form, provided however, the Borrower’s Company shall promptly allocate all its allocable profits to each of its shareholders upon the Lender’s request; (n) to appoint any person designated by the Lender to be the director of the Borrower’s Company subject to the Lender’s request; (o) to comply strictly with the terms under the Exclusive Purchase Contract and to do nothing affecting the validity and enforceability of such contract; 4.2 The Borrower agrees that it shall, during the term of this Agreement, (a) not sell, transfer, mortgage, dispose of in any other way, or create other security interest on, any of its legal right of equity or equity interest without the Lender’s prior written consent, except the terms of the Equity Pledge Contract; (b) cause the shareholder’s meeting appointed by the Borrower not to sell, transfer, mortgage, dispose of in any other way, or to create other security interest on, any of the Borrower’s legal right of equity or equity interest without the Lender’s prior written consent, except that the counter party is the Lender or those designated by the Lender; (c) cause the shareholder’s meeting appointed by the Borrower not to merge or combine with, buy or invest in, any person without the Lender’s prior consent; (d) promptly inform the Lender of the pending or threatened suit, arbitration or regulatory procedure concerning the Borrower’s equity in the Borrower’s Company; (e) execute all necessary or appropriate documents, take all necessary or appropriate action and bring all necessary or appropriate lawsuits or take all necessary and appropriate defensive measures against all claims, in order to maintain the ownership of the Borrower’s Company for all its assets; (f) do nothing that may materially affect the assets, business and liabilities of the Borrower’s Company without the Lender’s prior written consent; (g) appoint any person to be the director of the Borrower’s Company subject to the Lender’s request; (h) transfer promptly and unconditionally, at any time, all of the Borrower’s equity in the Borrower’s Company to the Lender or representative designated by the Lender and cause the other shareholder of the Borrower’s Company to waive its option to purchase such equity hereof, subject to the request of the then current holding company of the Lender, provided that such transfer is permitted under the laws of PRC; (i) cause the other shareholder of the Borrower’s Company to transfer promptly and unconditionally, at any time, all equity of the other shareholder in the Borrower’s Company to the representative designated by the Lender, and the Borrower hereby waives its option to purchase such equity hereof, subject to the request of the then current holding company of the Lender, provided that such transfer is permitted under the laws of PRC; (j) refund the loan to the Lender with such amount arising from transferring Borrower’s equity in the Borrower’s Company if the Lender purchases the Borrower’s equity subject to the Exclusive Purchase Contract; and (k) comply strictly with the terms of this Agreement, Equity Pledge Contract and Exclusive Purchase Contract, fully perform all obligations under such contracts and do nothing affecting the validity and enforceability of such contracts.

COMMITMENTS OF THE BORROWER. 4.1 The Borrower, as a major shareholder of the Borrower’s Company, agrees that it shall cause the Borrower’s Company, during the term of this Agreement, (a) not to supply, amend or modify its articles of association, to increase or decrease its registered capital, or to change its capital structure in any way without the Lender’s prior written consent; (b) to comply with good financial and business rules and practices, to maintain and operate its business and handle matters prudently and effectively; (c) not to sell, transfer, mortgage, dispose of in any other way, or to create other security interest on, any of its assets, business or legal right to collect interests without the Lender’s prior written consent; (d) without the Lender’s prior written consent, not to create, succeed to, guarantee or permit any debt, except (i) the debt arising in the course of the ordinary or daily business operation, but not arising from the loan, and (ii) the debt being reported to the Lender or having approved by the Lender in writing; (e) to operate persistently all the business of the Borrower’s Company and to maintain the value of its assets; (f) without the Lender’s prior written consent, not to execute any material contracts (during this stage, a contract will be deemed material if the value of it exceeds RMB¥100,000RMB ¥100,000) except those executed during the ordinary operation; (g) not to provide loan or credit to any person without the Lender’s prior written consent; (h) to provide information concerning all of its operation and financial affairs subject to the Lender’s request; (i) to purchase insurance from an insurance company accepted by the Lender and maintain persistently such insurance, provided that the amount and type of such insurance are as the same as, or equivalent to, the insurance amount and insurance type taken out generally by the companies that operate, in the same territory, the similar business and possesses the similar properties or assets; (j) not to merge merger or combine with, buy or invest in, any other person without the Lender’s prior written consent; (k) to inform promptly the Lender of the pending or threatened suit, arbitration or regulatory procedure concerning the assets, business or income of the Borrower’s Company; (l) to execute all necessary or appropriate documents, to take all necessary or appropriate action and to bring all necessary or appropriate lawsuits or to take all necessary and appropriate defensive measures against all claims, in order to maintain the ownership of the Borrower’s Company for all its assets; (m) without the Lender’s prior written consent, not to issue dividends to a shareholder in any form, provided however, the Borrower’s Company shall promptly allocate all its allocable profits to each of its shareholders upon the Lender’s request; (n) to appoint any person designated by the Lender to be the director of the Borrower’s Company subject to the Lender’s request; (o) to comply strictly with the terms under the Exclusive Purchase Contract and to do nothing affecting the validity and enforceability of such contract; 4.2 The Borrower agrees that it shall, during the term of this Agreement, (a) not sell, transfer, mortgage, dispose of in any other way, or create other security interest on, any of its legal right of equity or equity interest without the Lender’s prior written consent, except the terms of the Equity Pledge Contract; (b) cause the shareholder’s meeting appointed by the Borrower not to sell, transfer, mortgage, dispose of in any other way, or to create other security interest on, any of the Borrower’s legal right of equity or equity interest without the Lender’s prior written consent, except that the counter party is the Lender or those designated by the Lender; (c) cause the shareholder’s meeting appointed by the Borrower not to merge or combine with, buy or invest in, any person without the Lender’s prior consent; (d) promptly inform the Lender of the pending or threatened suit, arbitration or regulatory procedure concerning the Borrower’s equity in the Borrower’s Company; (e) execute all necessary or appropriate documents, take all necessary or appropriate action and bring all necessary or appropriate lawsuits or take all necessary and appropriate defensive measures against all claims, in order to maintain the ownership of the Borrower’s Company for all its assets; (f) do nothing that may materially affect the assets, business and liabilities of the Borrower’s Company without the Lender’s prior written consent; (g) appoint any person to be the director of the Borrower’s Company subject to the Lender’s request; (h) transfer promptly and unconditionally, at any time, all of the Borrower’s equity in the Borrower’s Company to the Lender or representative designated by the Lender and cause the other shareholder of the Borrower’s Company to waive its option to purchase such equity hereof, subject to the request of the then current holding company of the Lender, provided that such transfer is permitted under the laws of PRC; (i) cause the other shareholder of the Borrower’s Company to transfer promptly and unconditionally, at any time, all equity of the other shareholder in the Borrower’s Company to the representative designated by the Lender, and the Borrower hereby waives its option to purchase such equity hereof, subject to the request of the then current holding company of the Lender, provided that such transfer is permitted under the laws of PRC; (j) refund the loan to the Lender with such amount arising from transferring Borrower’s equity in the Borrower’s Company if the Lender purchases the Borrower’s equity subject to the Exclusive Purchase Contract; and (k) comply strictly with the terms of this Agreement, Equity Pledge Contract and Exclusive Purchase Contract, fully perform all obligations under such contracts and do nothing affecting the validity and enforceability of such contracts.