Common use of AFFIRMATIVE UNDERTAKINGS Clause in Contracts

AFFIRMATIVE UNDERTAKINGS. Each of the Borrowers and the Corporate Guarantor undertakes and agrees with the Lender throughout the continuance of the Finance Documents and so long as any sum remains owing thereunder that it will, unless the Lender otherwise agrees in writing: (a) Financial and other information: supply to the Lender: (i) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of each financial year of the Group, copies of consolidated financial statements in respect of such financial year (including a consolidated profit and loss account and balance sheet) audited and certified without qualification by Deloitte & Touche LLP or another internationally recognised firm of independent accountants reasonably acceptable to the Lender; (ii) as soon as they are available, but in any event within ninety (90) days after the end of each quarter of each financial year of the Group, copies of its unaudited consolidated financial statements (including a consolidated profit and loss account and balance sheet) prepared on a basis consistent with its audited financial statements (subject to normal year-end audit adjustments and the absence of footnotes) together with a certificate signed by its chief financial officer to the effect that such financial statements present fairly in all material respects its financial position as at the end of, and the results of its operations for, such period; (iii) as soon as they are available, but in any event within ninety (90) days after the end of each half year of each of the financial year of Shenzhen Mindray, copies of its management accounts (containing such details as are customarily contained in management accounts of Shenzhen Mindray), together with a certificate signed by its chief financial officer to the effect that the information in such accounts is true and accurate in all material respects; (iv) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of the financial year of Shenzhen Mindray, copies of the financial statements of Shenzhen Mindray in respect of such financial year (including a consolidated profit and loss account and balance sheet) audited and certified without qualification by Deloitte & Touche LLL or another internationally recognised firm of independent accountants reasonably acceptable to the Lender; (v) in respect of the Borrowers only, within thirty (30) days of each date for the provision of the accounts referred to in (i) and (ii) above, a certificate signed by its chief financial officer certifying that there did not exist any Event of Default or Potential Event of Default as at the end of such period (or if an Event of Default or Potential Event of Default did exist specifying the same); (vi) in respect of the Corporate Guarantor, at the time of issue, copies of all statements and circulars to the shareholders generally or to any class of creditors of the Guarantor; (vii) promptly inform the Lender if there is any adjustment in respect of the Acquisition Cost in accordance with the provisions of the Acquisition Agreement and provide the Lender with such relevant information to the Lender as it may reasonably request; (viii) promptly on request, such additional financial or other information (including, but not limited to, consolidated cashflows and profit and loss projections) relating to it and any Security Provider (other than the Individual Guarantors) and any member of the Group as the Lender may from time to time reasonably request;

AFFIRMATIVE UNDERTAKINGS. Each of the Borrowers and the Corporate Guarantor The Borrower undertakes and agrees with the Lender each Finance Party throughout the continuance of the Finance Documents and so long as any sum remains owing thereunder that it the Borrower will, unless the Lender Majority Lenders otherwise agrees agree in writing: (a) Financial and other information: supply to the Facility Agent in sufficient number for each Lender: (i) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of each financial year of the GroupBorrower, copies of consolidated its financial statements in respect of such financial year (including a consolidated profit and loss account and balance sheet) audited and certified without qualification by Deloitte & Touche LLP or another an internationally recognised recognized firm of independent accountants reasonably acceptable to the LenderFacility Agent; (ii) as soon as they are available, but in any event within ninety (90) days after the end of each quarter half of each financial year of the GroupBorrower, copies of its unaudited consolidated financial statements (including a consolidated profit and loss account and balance sheet) prepared on a basis consistent with its the audited financial statements (subject to normal year-end audit adjustments and of the absence of footnotes) Borrower together with a certificate signed by its chief the principal financial officer of the Borrower to the effect that such financial statements are true in all respects and present fairly in all material respects its the financial position of the Borrower as at the end of, and the results of its operations for, such half-year period; (iii) as soon as they are available, but in any event within ninety (90) days after the end of each half year of each of the financial year of Shenzhen Mindray, copies of its management accounts (containing such details as are customarily contained in management accounts of Shenzhen Mindray), together with a certificate signed by its chief financial officer to the effect that the information in such accounts is true and accurate in all material respects; (iv) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of the financial year of Shenzhen Mindray, copies of the financial statements of Shenzhen Mindray in respect of such financial year (including a consolidated profit and loss account and balance sheet) audited and certified without qualification by Deloitte & Touche LLL or another internationally recognised firm of independent accountants reasonably acceptable to the Lender; (v) in respect of the Borrowers only, within thirty (30) days of each date for the provision of the accounts referred to in (i) and (ii) above, a certificate signed by its chief financial officer one of the directors of the Borrower certifying that there did not exist any Event of Default or Potential Event of Default as at the end of such period half year (or if an Event of Default or Potential Event of Default did exist specifying the same). Each such certificate shall be accompanied by a certificate from the auditors of the Borrower certifying whether or not the financial undertakings referred to in Clause 11.3 (Financial Undertakings) had been complied with throughout such half-year; (viiv) in respect of the Corporate Guarantor, at the time of issue, copies of all statements and circulars to the shareholders generally or to any class of creditors of the GuarantorBorrower; (vii) promptly inform the Lender if there is any adjustment in respect of the Acquisition Cost in accordance with the provisions of the Acquisition Agreement and provide the Lender with such relevant information to the Lender as it may reasonably request; (viiiv) promptly on request, such additional financial or other information (including, but not limited to, consolidated cashflows cash flows and profit and loss projections) relating to it and any Security Provider (other than the Individual Guarantors) and any member of the Group Borrower as the Lender Facility Agent may from time to time reasonably request;

AFFIRMATIVE UNDERTAKINGS. Each of the Borrowers Sponsors severally and the Corporate Guarantor for itself undertakes and agrees with the Lender Facility Agent throughout the continuance of the Finance Documents this Deed and so long as any sum remains owing thereunder hereunder that it will, unless the Lender Majority Lenders otherwise agrees agree in writing: (a) Financial and other information: supply to the Facility Agent in sufficient number for each Lender: (i) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of each of its financial year of the Groupyears, copies of consolidated its financial statements in respect of such financial year (including a consolidated profit and loss account and balance sheet) audited and certified without qualification by Deloitte & Touche LLP or another internationally recognised (a) in the case of AES and CPIL, a firm of independent accountants reasonably acceptable to the LenderFacility Agent and (b) in the case of Anhui Liyuan and Wuhu, an independent public accountant acceptable to the Facility Agent; (ii) as soon as they are available, but in any event within ninety one hundred and twenty (90120) days after the end of each quarter half of each of its financial year of the Groupyears, copies of its unaudited consolidated financial statements (including a consolidated profit and loss account and balance sheet) prepared on a basis consistent with its audited financial statements (subject to normal year-end audit adjustments and the absence of footnotes) together with a certificate signed by its chief principal financial officer to the effect that such financial statements present fairly are true in all material respects and present fairly its financial position as at the end of, and the results of its operations for, such half-year period; (iii) as soon as they are available, but in any event within ninety (90) days after the end of each half year of each of the financial year of Shenzhen Mindray, copies of its management accounts (containing such details as are customarily contained in management accounts of Shenzhen Mindray), together with a certificate signed by its chief financial officer to the effect that the information in such accounts is true and accurate in all material respects; (iv) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of the financial year of Shenzhen Mindray, copies of the financial statements of Shenzhen Mindray in respect of such financial year (including a consolidated profit and loss account and balance sheet) audited and certified without qualification by Deloitte & Touche LLL or another internationally recognised firm of independent accountants reasonably acceptable to the Lender; (v) in respect of the Borrowers only, within thirty (30) days of each date for the provision of the accounts referred to in (i) and (ii) above, a certificate signed by its chief financial officer certifying that there did not exist any Event of Default or Potential Event of Default as at the end of such period (or if an Event of Default or Potential Event of Default did exist specifying the same); (vi) in respect of the Corporate Guarantor, at the time of issue, copies of all statements and circulars to the shareholders generally or to any class of creditors of the Guarantor; (vii) promptly inform the Lender if there is any adjustment in respect of the Acquisition Cost in accordance with the provisions of the Acquisition Agreement and provide the Lender with such relevant information to the Lender as it may reasonably request; (viii) promptly on request, such additional financial or other information (including, but not limited to, consolidated cashflows and profit and loss projections) relating to it and any Security Provider (other than the Individual Guarantors) and any member of the Group as the Lender Facility Agent may from time to time reasonably request; (b) keep proper records and books of account in respect of its business and permit the Facility Agent and/or any professional consultants appointed by the Facility Agent at all reasonable times to inspect and examine its records and books of account; (c) promptly inform the Facility Agent of the occurrence of any Event of Default or prospective Event of Default; (d) maintain its corporate existence and conduct its business in a proper and efficient manner and in compliance with all laws, regulations, authorisations, agreements and obligations applicable to it and pay all taxes imposed on it when due; (e) procure that there is no change of the parties to the Joint Venture Contract or to the ownership or control (direct or indirect) of the Borrower and each Sponsor save in accordance with clause 13.01(f) of the Loan Agreement; (f) no amendment or supplement shall be made to the Joint Venture Contract or the articles of incorporation of the Borrower; (g) ensure that its obligations under this Deed at all times rank at least pari passu with all its unsecured obligations save for obligations that are mandatorily preferred by law; (h) punctually pay all sums due from it and otherwise comply with its obligations under this Deed and the other Security Documents to which it is a party; (i) do or permit to be done every act or thing which the Facility Agent may from time to time require for the purpose of enforcing the rights of the Facility Agent hereunder; (j) except as expressly permitted by the terms of this Deed not do or knowingly cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Facility Agent's security hereunder.

AFFIRMATIVE UNDERTAKINGS. Each of the Borrowers Co-borrowers and the Corporate Guarantor Guarantors undertakes and agrees with each of the Lender Finance Parties throughout the continuance of the Finance Documents and so long as any sum remains owing thereunder that it each of the Co-borrowers and the Guarantors will, as the case may be, unless the Lender Majority Lenders otherwise agrees in writing: (a) Financial and other information: procure any of the Co-borrowers, as the case may be, to supply to the Facility Agent in sufficient number for each Lender: (i) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of each financial year of the Group, copies of consolidated financial statements in respect of such financial year (including a consolidated profit and loss account and balance sheet) audited and certified without qualification by Deloitte & Touche LLP or another internationally recognised firm of independent accountants reasonably acceptable to the Lender; (ii) as soon as they are available, but in any event within ninety (90) days after the end of each quarter of each financial year of the Group, copies of its unaudited consolidated financial statements (including a consolidated profit and loss account and balance sheet) prepared on a basis consistent with its audited financial statements (subject to normal year-end audit adjustments and the absence of footnotes) together with a certificate signed by its chief financial officer to the effect that such financial statements present fairly in all material respects its financial position as at the end of, and the results of its operations for, such period; (iii) as soon as they are available, but in any event within ninety (90) days after the end of each half year of each of the financial year of Shenzhen MindrayCo-borrowers, copies of its management accounts (containing such details as are customarily contained in management accounts of Shenzhen Mindray), together with a certificate signed by its chief financial officer to the effect that the information in such accounts is true and accurate in all material respects; (iv) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of the financial year of Shenzhen Mindray, copies of the financial statements of Shenzhen Mindray in respect of such financial year (including a consolidated profit and loss account account, cash flow statement, and balance sheet) audited and certified without qualification by Deloitte & Touche LLL or another an internationally recognised firm of independent accountants reasonably acceptable to the Lender; (v) in respect of the Borrowers only, within thirty (30) days of each date for the provision of the accounts referred to in (i) and (ii) above, together with a certificate signed by its chief financial officer one of the directors of each of the Co-borrowers certifying that there did not exist any Event of Default or Potential Event of Default as at the end of such period financial year (or if an Event of Default or Potential Event of Default did exist specifying the same); (viii) as soon as they are available, but in respect any event within fifteen (15) days after the end of each quarter of each financial year of each of the Corporate GuarantorCo-borrowers , copies of its unaudited financial statements (including a profit and loss account, balance sheet, and cash flow statement) prepared on a basis consistent with the audited financial statements of each of the Co-borrowers together with (A) a certificate signed by the principal financial officer of each of the Co-borrowers to the effect that such financial statements are true in all material respects and present fairly the financial position of each of the Co-borrowers as at the end of, and the results of its operations for, such quarterly period, and (B) a certificate signed by Borrower A’s auditor showing the consolidated financial statements of Borrower A and details of calculations that Borrower A group is in compliant with all the financial covenants in Clause 12.4, and (C) a certificate signed by one of the directors of each of the Co-borrowers certifying that there did not exist any Event of Default or Potential Event of Default as at the end of each quarter (or if an Event of Default or Potential Event of Default did exist specifying the same) and shall be accompanied by a certificate signed by one of the directors of each of the Co-borrowers certifying whether or not the financial undertakings referred to in Clause 12.4 had been complied with throughout such quarter; (iii) as soon as they are available, but in any event within ten (10) days after the end of each month, copies of its management accounts together with a certificate signed by the principal financial officer of each of the Co-borrowers to the effect that such management accounts are true in all material respects and present fairly the financial position of each of the Co-borrowers as at the end of, and the results of its operations for, such monthly period; (iv) at the time of issue, copies of all statements and circulars to the shareholders generally shareholder(s) or to any class of creditors of each of the GuarantorCo-borrowers; (vii) promptly inform the Lender if there is any adjustment in respect of the Acquisition Cost in accordance with the provisions of the Acquisition Agreement and provide the Lender with such relevant information to the Lender as it may reasonably request; (viiiv) promptly on request, such additional financial or other information (including, but not limited to, consolidated cashflows cash flows and profit and loss projections) relating to it and any Security Provider (other than the Individual Guarantors) and any member each of the Group Co-borrowers as the Lender Lenders may from time to time reasonably request;

AFFIRMATIVE UNDERTAKINGS. Each of the Borrowers and the Corporate Guarantor The Borrower undertakes and agrees with each Finance Party that from the Lender throughout the continuance date of the Finance Documents this Agreement and so long as any sum remains sums remain owing thereunder that hereunder and under the other Finance Documents it will, unless the Lender Majority Lenders otherwise agrees agree in writing: (a) Financial and other information: supply to the Facility Agent or procure the supply by others to the Facility Agent in sufficient number for each Lender: (i) as soon as they are available, but in any event within one hundred and eighty twenty (180120) days after the end of each financial year of the GroupBorrower, certified copies of its consolidated financial statements in respect of such its financial year (including a consolidated profit and loss account and balance sheet) audited and certified without qualification by Deloitte & Touche LLP or another internationally recognised firm of independent accountants reasonably acceptable to the Lender; (ii) as soon as they are available, but in any event within ninety (90) days after the end of each quarter of each financial year of the Group, copies of its unaudited consolidated financial statements (including a consolidated profit and loss account and balance sheet) prepared on a basis consistent with its audited financial statements (subject to normal year-end audit adjustments and the absence of footnotes) Designated Accounting Firm together with a certificate signed by a director of the Borrower, its chief financial Chief Financial Officer or any other duly authorised officer to the effect (aa) that such financial statements present fairly are true in all material respects its and present fairly the financial position of the Borrower as at the end of, and the results of its operations for, such period; that financial year, (iiibb) as soon as they are availablethat, but in any event within ninety (90) days after at the end of each half year of each of that financial year, the Borrower has complied with the financial year of Shenzhen Mindray, copies of its management accounts (containing such details as are customarily undertakings contained in management accounts Clause 14.3 (and setting forth the relevant figures and the method of Shenzhen Mindray), together with a certificate signed by its chief financial officer to the effect that the information in such accounts is true and accurate in all material respects; (iv) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of the financial year of Shenzhen Mindray, copies of the financial statements of Shenzhen Mindray in respect of such financial year (including a consolidated profit and loss account and balance sheet) audited and certified without qualification by Deloitte & Touche LLL or another internationally recognised firm of independent accountants reasonably acceptable to the Lender; (v) in respect of the Borrowers only, within thirty (30) days of each date for the provision of the accounts referred to in (icalculation) and (iicc) above, a certificate signed by its chief financial officer certifying that there did not exist any Event of Default or Potential Event of Default as at the end of such period year (or if an Event of Default or Potential Event of Default did exist specifying exist, it shall specify the same); (viii) as soon as they are available, but in any event within forty-five (45) days after the end of the first half of each financial year of the Borrower, certified copies of its unaudited consolidated financial statements (including a profit and loss account and balance sheet) for that half year together with a certificate signed by a director of the Borrower, its Chief Financial Officer or any other duly authorised officer to the effect (aa) that, based on the information contained in the then latest report issued by Xxxxx Xxxxx Company Petroleum Consultants or such other independent and reputable oil reserve consultant chosen by and appointed at the cost of the Borrower and reasonably acceptable to the Facility Agent in respect of the Corporate Guarantoroil resource of the Oilfields, such financial statements are true in all material respects and present fairly the financial position of the Borrower as at the end of, and the results of its operations for, that first half, (bb) that, at the time end of issuethat first half, the Borrower has complied with the financial undertakings contained in Clause 14.3 (and setting forth the relevant figures and the method of calculation) and (cc) there did not exist any Event of Default or Potential Event of Default as at the end of such half year (if an Event of Default or Potential Event of Default did exist, it shall specify the same); (iii) as soon as they are available, but in any event within forty-five (45) days after the end of the first and third quarters of each financial year of the Borrower, certified copies of its unaudited financial statements (including a profit and loss account and balance sheet) for the relevant quarter together with a certificate signed by a director of the Borrower, its Chief Financial Officer or any other duly authorised officer to the effect that (aa) based on the information contained in the then latest report issued by Xxxxx Xxxxx Company Petroleum Consultants or such other independent and reputable oil reserve consultant chosen by and appointed at the cost of the Borrower and reasonably acceptable to the Facility Agent in respect of the oil resource of the Oilfields, such financial statements are true in all material respects and present fairly the financial position of the Borrower as at the end of, and the results of its operations for, that quarter and (bb) there did not exist any Event of Default or Potential Event of Default as at the end of such quarter (if an Event of Default or Potential Event of Default did exist, it shall specify the same); (iv) within 30 days after the approval by the JMC of any Oilfield Project the crude oil production plan for such Oilfield Project for the current and/or subsequent year, a copy of such crude oil production plan; (v) within 60 days after any revision of any crude oil production plan for any Oilfield Project is approved by the JMC of such Oilfield Project, a copy of the approved revision of such crude oil production plan; (vi) within 30 days after the end of each month, copies of all statements and circulars the following documents relating to the shareholders generally Oilfield Projects certified as true copies by the Chief Financial Officer, the Chief Operating Officer, a director or to any class of creditors other duly authorised officer of the GuarantorBorrower: (aa) the crude oil allocation table for the preceding month and (bb) the crude oil allocation projection for the immediately following three (3) months (including such month), and such crude oil allocation tables and crude oil allocation projections shall include the oil output, the corresponding oil proceeds entitlement, oil proceeds recovery situation and investment recovery amounts; (vii) promptly inform within 30 days after the Lender if there is any adjustment end of each month, a written report on the most recent developments in respect of the Acquisition Cost in accordance with the provisions of the Acquisition Agreement and provide the Lender with such relevant information to the Lender as it may reasonably requestOilfield Projects; (viii) within 30 days after the end of each quarter, a written report on the Borrower’s accounts payable in connection with the Oilfield Projects as at the end of that quarter; (ix) promptly on request, such additional financial or and other information (including, but not limited to, consolidated cashflows and profit and loss projections) or data relating to it and the Borrower, the Corporate shareholder, any Security Provider (other than Oilfield and/or any Oilfield Project which is in the Individual Guarantors) and any member possession of the Group Borrower or which the Borrower is reasonably expected to be able to obtain and to the extent not restricted by any confidentiality obligations applicable to it as any Lender or the Lender Facility Agent may from time to time reasonably request; (b) keep records and books of account in respect of its business and permit the Facility Agent and/or any professional consultants appointed by the Facility Agent during the continuance of an Event of Default or Potential Event of Default to examine the records and books of account of the Borrower or the Corporate Shareholder; (c) promptly inform the Facility Agent of: (i) the occurrence of any Event of Default or Potential Event of Default; (ii) any litigation, arbitration or administrative proceeding as referred to in Clause 13.1(k); (iii) any default under any PSC or the Crude Oil Sales Contract or any termination or written repudiation by PetroChina of any PSC or the Crude Oil Sales Contract, or any event of which it is aware that may lead to any PSC or the Crude Oil Sales Contract to be repudiated or terminated; (iv) any Subordinated Indebtedness (as defined in the Subordination Deed) upon the same being provided by the Corporate Shareholder to the Borrower; (d) maintain its corporate existence and conduct its business in a proper and efficient manner and in compliance with all laws, regulations, authorisations, agreements and obligations applicable to it and the Oilfield Projects if failure so to comply would have a Material Adverse Effect and pay all taxes imposed on it when due except for such payment of taxes which is being contested in good faith and adequate reserves have been maintained for such taxes and the cost required to contest them; (e) procure that: (i) the Personal Shareholders will, jointly or individually, beneficially own not less than fifty one per cent (51%) of the entire issued share capital of Far East Energy and maintain the management control of Far East Energy; (ii) Far East Energy will beneficially own not less than fifty one per cent (51%) of the entire issued share capital of the Corporate Shareholder and Far East Energy will maintain the management control of the Corporate Shareholder; (iii) the Corporate Shareholder will beneficially own the entire issued share capital of the Borrower and maintain the management control of the Borrower; (f) maintain in full force and effect all such authorisations as are referred to in Clauses 13.1(h) and 13.1(i), and take immediate steps to obtain and thereafter maintain in full force and effect any other material authorisations which are necessary or advisable for the purposes stated therein; (g) ensure that its obligations under this Agreement at all times rank at least pari passu with all other unsecured and unsubordinated obligations of the Borrower; (h) use the Facility exclusively for the purposes specified in Clause 2.2; (i) if the Borrower or the Corporate Shareholder intends at any time to obtain any financial products or services (including without limitation financing, interest rate swaps, purchase and sale of foreign exchange, RMB to US$ non-deliverable forwards, commodity or oil price swaps or hedging transactions, financial advice or sponsorship for an initial public offering in Hong Kong or the PRC, insurance brokerage services etc.), give (and procure that the Corporate Shareholder will give) a right of first refusal in respect of the provision of such products or services to the Lenders which are the original parties to this Agreement or such member of CITIC Group as designated by such Lenders, provided that the terms offered by the Lenders or any such Subsidiary or related company for such products or services match or are better than those offered by other third party providers and provided further that this paragraph (i) shall not restrict the Borrower or the Corporate Shareholder from seeking fee quotations from any other third party provider in respect of any such financial products or services; (j) carry out and maintain appropriate and customary hedging arrangements in accordance with Schedule 4 in respect of the interest rate risks in relation to the Facility and the oil price risks and RMB to US$ foreign exchange risks to which its business are exposed; (k) comply with the provisions in Schedule 13 (Insurances); (1) continue to engage in business related to oil field exploration, development, investment, extraction and sale or any business reasonably incidental thereto, and will not participate or engage in any business other than that mentioned above;

AFFIRMATIVE UNDERTAKINGS. Each of the Borrowers and the Corporate Guarantor The Borrower undertakes and agrees with the Lender throughout the continuance each of the Finance Documents Lenders, the Agent, and the Arrangers that until the Final Maturity Date and/or so long as any sum remains owing thereunder that it hereunder the Borrower will, unless the Lender Majority Lenders otherwise agrees agree in writing: (a) Financial and other information: supply to the Agent in sufficient number for each Lender: (i) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of each financial year of the GroupBorrower, copies of consolidated its financial statements in respect of such financial year (including a consolidated profit and loss account and balance sheet) prepared on a consolidated basis and audited and certified without qualification by Deloitte & Touche LLP or another an internationally recognised firm of independent accountants reasonably acceptable to the LenderAgent; (ii) as soon as they are available, but in any event within ninety (90) days after the end of each quarter half of each financial year of the GroupBorrower, copies of its unaudited consolidated financial statements (including a consolidated profit and loss account and balance sheet) prepared on a consolidated basis and on a basis consistent with its the audited financial statements (subject to normal year-end audit adjustments and of the absence of footnotes) Borrower together with a certificate signed by its chief the principal financial officer of the Borrower to the effect that such financial statements are true in all respects and present fairly in all material respects its the financial position of the Borrower as at the end of, and the results of its operations for, such half-year period; (iii) as soon as they are available, but in any event within ninety forty-five (9045) days after the end of each half year quarter of each of the financial year of Shenzhen Mindraythe Borrower and Hua Xxxx, copies xxpies of its management accounts (containing each such details as are customarily contained in management accounts of Shenzhen Mindray), together with a certificate signed by its chief financial officer to the effect that the information in such accounts is true and accurate in all material respects; (iv) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of the financial year of Shenzhen Mindray, copies of the company's unaudited financial statements of Shenzhen Mindray in respect of such financial year (including a consolidated profit and loss account and balance sheet) prepared, in the case of the Borrower, on a consolidated basis and in each case on a basis consistent with the audited and certified without qualification financial statements of the relevant company together with a certificate signed by Deloitte & Touche LLL or another internationally recognised firm of independent accountants reasonably acceptable the relevant company's principal financial officer to the Lendereffect that such financial statements are true in all respects and present fairly the financial position of such company as at the end of, and the results of its operations for, such quarter-year period; (viv) in respect of the Borrowers only, within thirty (30) days of each date for the provision of the accounts referred to in (i) and (ii) above, a certificate signed by its chief financial officer one of the directors of the Borrower certifying that there did not exist any Event of Default or Potential prospective Event of Default as at the end of such period half year (or if an Event of Default or Potential prospective Event of Default did exist specifying the same). Each such certificate shall be accompanied by a certificate from, in the case of the certificate accompanying the accounts referred to in (i) above, the auditors of the Borrower and, in the case of the certificate accompanying the accounts referred to in (ii) above, the chief financial officer of the Borrower certifying whether or not the financial undertakings referred to in Clause 12.3 had been complied with throughout such half-year; (viv) in respect of the Corporate Guarantor, at the time of issue, copies of all statements and circulars to the shareholders generally or to any class of creditors of the GuarantorBorrower; (vii) promptly inform the Lender if there is any adjustment in respect of the Acquisition Cost in accordance with the provisions of the Acquisition Agreement and provide the Lender with such relevant information to the Lender as it may reasonably request; (viiivi) promptly on request, such additional financial or other information (including, but not limited to, consolidated cashflows cash flows and profit and loss projections) relating to it the Borrower and any Security Provider (other than the Individual Guarantors) and any member of the Group Party as the Lender Agent may from time to time reasonably request; (vii) promptly on request, and in any event upon the determination of the Group EBITDA (as defined in the Exchange Agreement), evidence satisfactory to the Agent that, pursuant to clause 1.2(c) of the Exchange Agreement, the Earn-Out Shares (being up to 333,333 ordinary shares in the Borrower, as defined in clause 1.2(c) of the Exchange Agreement) have been issued and delivered by the Borrower to the Selling Shareholders (as defined in the Exchange Agreement) or the issuance and delivery of such Earn-Out Shares by the Borrower are not required; (b) keep proper records and books of account in respect of its business and permit the Agent and/or any professional consultants appointed by the Agent at all reasonable times to inspect and examine the records and books of account of the Borrower; (c) promptly inform the Agent of: (i) the occurrence of any Event of Default or prospective Event of Default; (ii) any litigation, arbitration or administrative proceeding as referred to in Clause 11.1(g); (d) maintain its corporate existence and conduct its business in a proper and efficient manner and in compliance with all laws, regulations, authorisations, agreements and obligations applicable to it (including compliance by the Borrower and its shareholders with all relevant listing rules and regulations applicable to it and/or them from time to time in connection with the listing of shares in the Borrower on The NASDAQ Stock Market) and pay all taxes imposed on it when due unless such taxes are being contested in good faith; (e) remain at all times after the Acquisition the beneficial owner (direct or indirect) of the entire issued share capital of Hua Xxxx xxx retain control (direct or indirect) over the appointment of, and control over voting by, the board of directors of Hua Xxxx; (f) remain at all times the beneficial owner (direct or indirect) of the entire issued share capital of Hua Xxxx Xxxnting Holdings Company Limited and retain control (direct or indirect) over the appointment of, and control over voting by, the board of directors of such company; (g) procure that no amendment or supplement is made to the memorandum or articles of association of the Borrower without the prior written consent of the Agent acting on the instructions of the Majority Lenders; (h) maintain in full force and effect all such authorisations as are referred to in Clause 11.1(e), and take immediate steps to obtain and thereafter maintain in full force and effect any other authorisations which may become necessary or advisable for the purposes stated therein and comply with all conditions attached to all authorisations obtained; (i) ensure that its obligations under this Agreement at all times rank at least pari passu with all unsecured and unsubordinated obligations of the Borrower; (j) use the Facility exclusively for the purposes specified in Clause 2.2; and (k) punctually pay all sums due from it and otherwise comply with its obligations under this Agreement and all the Security Documents to which it is a party.