Common use of AFFIRMATIVE UNDERTAKINGS Clause in Contracts

AFFIRMATIVE UNDERTAKINGS. The Borrower undertakes and agrees with the Lender throughout the continuance of this Agreement and so long as any sum remains owing hereunder that the Borrower will, unless the Lender otherwise agrees in writing :- 14.1.1 supply to the Lender (via Standard Chartered Bank Los Angeles or Standard Chartered Bank Singapore):- (ii) as soon as they are available, but in any event within ninety (90) days after the end of each quarter of each accounting year of the Borrower and the Guarantor, copies of their respective unaudited financial statements (including a profit and loss account and balance sheet) prepared on a basis consistent with the audited financial statements of the Borrower and the Guarantor together with certificates signed by a director of the Borrower and the Guarantor (as applicable) to the effect that such financial statements are, in the opinion of such officer, true in all material respects and present fairly the financial position of the Borrower and the Guarantor (as the case may be) as at the end of, and the results of its operations for, such half-year period; (iii) as soon as practicable, copies of all financial statements and related financial information issued by the Borrower and the Guarantor to their respective creditors in general; and (iv) promptly on request, such additional financial or other information (including, but not limited to, cash flows and profit and loss projections) relating to the Borrower and the Guarantor, and any Security Party and use its best endeavours to supply the same in respect of any Security Party, as the Lender may from time to time reasonably request; 14.1.2 keep proper records and books of account in respect of its business and permit the Lender and/or any professional consultants appointed by the Lender at all reasonable times to inspect and examine the records and books of account of the Borrower and the Guarantor; 14.1.3 promptly inform the Lender in writing upon becoming aware of :- (i) any Event of Default or Prospective Event of Default (and of any action taken or proposed to be taken to remedy it) promptly after becoming aware of it; (ii) any litigation, arbitration or administrative proceeding as referred to in Clause 13.1.7; and 14.1.4 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 (except those being contested in good faith); 14.1.5 procure that there is no change in its shareholdings without the prior written consent of the Lender, such consent not to be unreasonably withheld; 14.1.6 procure that no material amendment or supplement is made to the memorandum or articles of association of the Borrower, which has or may have a material effect on the ability of the Borrower to perform any of its obligations under this Agreement; 14.1.7 maintain in full force and effect all such authorisations as are referred to in Clause 13.1.3, and take steps to obtain and thereafter maintain in full force and effect any such authorisations which may become necessary or advisable for the purposes stated therein and comply with all conditions attached to all authorisations obtained; (i) keep itself and all its insurable assets (including the Property) adequately insured with such insurance companies acceptable to the Lender against loss or destruction by fire, theft or flood and in amounts and on terms usual or current for insurances of property similar to the Property, including but not limited to construction all risks insurance and/or property all risks insurance covering the replacement value of the Property and in any event in an amount not less than one hundred percent (100%) of the Loan and punctually pay all premiums and deliver copies of receipts therefor to the Lender; (ii) assign absolutely the benefit of the said policies except third party liability insurance to the Lender; and (iii) procure that the interest of the Lender is noted on the said policies in a manner satisfactory to the Lender and that the proceeds thereof shall be payable directly to the Lender if the Lender has not otherwise been repaid; 14.1.9 use the Facility exclusively for the purposes specified in Clause 2.2; 14.1.11 at all times fully comply with all the terms, conditions, stipulations in the Building Agreement and the Lease and any valid order or notice made or served on the Borrower by any relevant authorities with respect to the Property; 14.1.12 not do or suffer to be done or omitted any act matter or thing in or in respect of the Property or any part thereof which shall contravene the provisions of law, rule or regulations now or hereafter affecting the Property; 14.1.13 it will from time to time on request by the Lender do or procure the doing of all such acts and will execute or procure the execution of all such documents as the Lender may reasonably consider necessary for giving full effect to this Agreement and the Security Documents or securing to the Lender the full benefits of all rights, powers and remedies conferred upon the Lender in this Agreement and the Security Documents; and 14.1.14 ensure and procure that all covenants set out in the Multicurrency Agreement to be observed by the Guarantor are duly observed and/or complied with by the Guarantor. Notwithstanding any termination or cancellation of said agreement, all such covenants shall be incorporated by reference hereto and shall remain in effect until this loan agreement is terminated subject to the terms and conditions herein.

AFFIRMATIVE UNDERTAKINGS. The Borrower Guarantor undertakes and agrees with the Lender each Beneficiary throughout the continuance of this Agreement Deed that it shall undertake and so long as any sum remains owing hereunder that perform each of the Borrower will, unless following: (a) the Lender otherwise agrees in writing :- 14.1.1 Guarantor shall supply to the Lender (via Standard Chartered Bank Los Angeles or Standard Chartered Bank Singapore):-Prax: (iiA) as soon as they are available, but in any event its audited financial statements for each of its financial years within ninety one hundred twenty (90120) days after the end of each quarter of each accounting year of the Borrower and the Guarantor, copies of their respective relevant financial year; and (B) its unaudited financial statements (including a profit and loss account and balance sheet) prepared on a basis consistent with for the audited financial statements of the Borrower and the Guarantor together with certificates signed by a director of the Borrower and the Guarantor (as applicable) to the effect that such financial statements are, in the opinion of such officer, true in all material respects and present fairly the financial position of the Borrower and the Guarantor (as the case may be) as at the end of, and the results of its operations for, such first half-year of each of its financial years within sixty (60) days after the end of the relevant financial period; (iiib) as soon as practicable, copies of all financial statements and related financial information issued by the Borrower and the Guarantor to their respective creditors in general; and (iv) promptly on request, such additional financial or other information (including, but not limited to, cash flows shall make all payments and profit and loss projections) relating to the Borrower and the Guarantor, and any Security Party and use its best endeavours to supply the same in respect of any Security Party, as the Lender may from time to time reasonably request; 14.1.2 keep proper records and books of account in respect of its business and permit the Lender and/or any professional consultants appointed by the Lender at perform all reasonable times to inspect and examine the records and books of account of the Borrower and the Guarantor; 14.1.3 promptly inform the Lender in writing upon becoming aware of :- (i) any Event of Default or Prospective Event of Default (and of any action taken or proposed to be taken to remedy it) promptly after becoming aware of it; (ii) any litigation, arbitration or administrative proceeding as referred to in Clause 13.1.7; and 14.1.4 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 (except those being contested in good faith); 14.1.5 procure that there is no change in its shareholdings without the prior written consent of the Lender, such consent not to be unreasonably withheld; 14.1.6 procure that no material amendment or supplement is made to the memorandum or articles of association of the Borrower, which has or may have a material effect on the ability of the Borrower to perform any of its obligations under this AgreementDeed in accordance with the terms of this Deed; 14.1.7 (c) the Guarantor shall preserve and keep in full force and effect its existence as a corporation incorporated under the Laws of the State of Nevada, United States of America or of any other State of the United States of America, and all material franchises, rights and privileges under the Laws of the jurisdiction of its formation, and all material qualifications, licenses and permits applicable to the ownership, administration and management of its assets; (d) at all times, the Guarantor shall comply with all restrictions and limitations in its organizational documents; (e) the Guarantor shall obtain and maintain in full force and effect all such authorisations as are referred from time to time required from any governmental or other authorities or from any of its shareholders or creditors for or in Clause 13.1.3connection with the execution, validity and performance of this Deed, and take immediate steps to obtain and thereafter maintain in full force and effect any such other authorisations which may become necessary or advisable for any of the foregoing purposes stated therein and comply with all conditions attached to all authorisations obtained; (if) keep itself and all its insurable assets the Guarantor shall remain a publicly listed company on the National Association of Securities Dealers Automated Quotation System (including NASDAQ) stock exchange or such other national stock exchange of the Property) adequately insured with such insurance companies United States of America acceptable to the Lender against loss or destruction by fire, theft or flood and in amounts and on terms usual or current for insurances of property similar to the Property, including but not limited to construction all risks insurance and/or property all risks insurance covering the replacement value of the Property and in any event in an amount not less than one hundred percent (100%) of the Loan and punctually pay all premiums and deliver copies of receipts therefor to the Lender; (ii) assign absolutely the benefit of the said policies except third party liability insurance to the LenderBeneficiaries; and (iiig) procure that the interest of the Lender is noted on the said policies in a manner satisfactory to the Lender and that the proceeds thereof shall be payable directly to the Lender if the Lender has not otherwise been repaid; 14.1.9 use the Facility exclusively for the purposes specified in Clause 2.2; 14.1.11 Guarantor’s obligations under this Deed at all times fully comply shall rank at least pari passu with all the termsof its unsecured and unsubordinated obligations, conditions, stipulations in the Building Agreement and the Lease and any valid order or notice made or served on the Borrower except for obligations mandatorily preferred by any relevant authorities with respect Laws applying to the Property; 14.1.12 not do or suffer to be done or omitted any act matter or thing in or in respect of the Property or any part thereof which shall contravene the provisions of law, rule or regulations now or hereafter affecting the Property; 14.1.13 it will from time to time on request by the Lender do or procure the doing of all such acts and will execute or procure the execution of all such documents as the Lender may reasonably consider necessary for giving full effect to this Agreement and the Security Documents or securing to the Lender the full benefits of all rights, powers and remedies conferred upon the Lender in this Agreement and the Security Documents; and 14.1.14 ensure and procure that all covenants set out in the Multicurrency Agreement to be observed by the Guarantor are duly observed and/or complied with by the Guarantor. Notwithstanding any termination or cancellation of said agreement, all such covenants shall be incorporated by reference hereto and shall remain in effect until this loan agreement is terminated subject to the terms and conditions hereincompanies generally.

AFFIRMATIVE UNDERTAKINGS. 11.01 The Borrower hereby covenants and undertakes and agrees with the Lender throughout Lenders jointly and each of them severally that while the continuance of this Agreement Facility is available for drawing and for so long thereafter as the Loan or any other sum remains owing hereunder that the Borrower will, unless the Lender otherwise agrees in writing remains outstanding ::- 14.1.1 supply (a) it will forthwith notify the Lenders in writing of any litigation, arbitration or administrative proceedings which are brought against any Covenantor, or which, to the Lender (via Standard Chartered Bank Los Angeles or Standard Chartered Bank Singapore):-Borrower’s knowledge, is threatened; (iib) it will notify the Lenders in writing as soon as they are availableit becomes aware of the same of any occurrence which might adversely affect its ability or the ability of any of the parties to the Security Documents to perform its or their obligations under the Security Documents and, but without prejudice to the generality of the foregoing, promptly notify the Lender of any Event of Default or any Potential Default; (c) it will pay all stamp duties (if any) assessed to be payable on any of the Security Documents within the time prescribed for payment therefor; (d) it will comply, in all material aspects with the requirements of all applicable laws, directives, rules, regulations, orders and decrees of any event administrative, governmental or judicial authority or organization or body; (e) it will ensure that its obligations under this Agreement shall rank at least pari passu with the unsecured indebtedness and obligations of the Borrower; (f) it will provide the Lenders promptly with all financial information relating to the Borrower as the Lenders may from time to time reasonably require and in particular the Borrower will (a) within ninety (90) days after the end of each quarter the first six (6) months of each accounting year of the Borrower and the Guarantorperiod, provide each Lender with copies of their respective its unaudited financial statements for such six (including a profit 6) months period and loss account (b) within one hundred and balance sheettwenty (120) prepared on a basis consistent with days from the audited financial statements of the Borrower and the Guarantor together with certificates signed by a director of the Borrower and the Guarantor (as applicable) to the effect that such financial statements are, in the opinion of such officer, true in all material respects and present fairly the financial position of the Borrower and the Guarantor (as the case may be) as at the end of, and the results close of its operations forfinancial year, provide each Lender with copies of its audited annual financial statement for such half-year periodyear; (iiig) as soon as practicable, copies of all financial statements and related financial information issued by the Borrower and the Guarantor to their respective creditors in general; and (iv) promptly on request, such additional financial or other information (including, but not limited to, cash flows and profit and loss projections) relating to the Borrower and the Guarantor, and any Security Party and use its best endeavours to supply the same in respect of any Security Party, as the Lender may from time to time reasonably request; 14.1.2 it will keep proper records and books of account in respect of its business and permit the each Lender and/or any professional consultants appointed by the such Lender at all reasonable times to inspect and examine the records and books of account of the Borrower and on condition that, until such information shall have been disclosed to the Guarantorpublic, such Lender shall only disclose the same to its professional advisers; 14.1.3 promptly inform (h) the Lender financial statements to be provided by the Borrower pursuant to sub-clause (f) shall be prepared in writing upon becoming aware of :-accordance with accounting principles and practices generally accepted in Hong Kong and except as otherwise indicated therein, based on accounting polices consistently applied; (i) any Event of Default or Prospective Event of Default (and of any action taken or proposed it will remain to be taken to remedy it) promptly after becoming aware the wholly owned subsidiary of itDSG International; (iij) any litigationprocure that DSG International and Mitsubishi shall respectively maintain 75% and 20% direct or indirect shareholding, arbitration ownership or administrative proceeding as referred to control in Clause 13.1.7; andShanghai DSG MegaThin; 14.1.4 (k) procure that there shall be no change in the senior management of DSG International, which will have a material adverse effect on the Borrower (l) it will maintain its corporate existence and conduct its business in a proper and efficient manner and in compliance with all laws, regulations, authorisationsauthorizations, agreements agreement and obligations applicable to it and pay all taxes Taxes imposed on it when due (except those being contested in good faith)due; 14.1.5 procure that there is no change in its shareholdings without the prior written consent of the Lender, such consent not to be unreasonably withheld; 14.1.6 procure that no material amendment or supplement is made to the memorandum or articles of association of the Borrower, which has or may have a material effect on the ability of the Borrower to perform any of its obligations under this Agreement; 14.1.7 maintain in full force and effect all such authorisations as are referred to in Clause 13.1.3, and take steps to obtain and thereafter maintain in full force and effect any such authorisations which may become necessary or advisable for the purposes stated therein and comply with all conditions attached to all authorisations obtained; (i) keep itself and all its insurable assets (including the Property) adequately insured with such insurance companies acceptable to the Lender against loss or destruction by fire, theft or flood and in amounts and on terms usual or current for insurances of property similar to the Property, including but not limited to construction all risks insurance and/or property all risks insurance covering the replacement value of the Property and in any event in an amount not less than one hundred percent (100%) of the Loan and punctually pay all premiums and deliver copies of receipts therefor to the Lender; (ii) assign absolutely the benefit of the said policies except third party liability insurance to the Lender; and (iii) procure that the interest of the Lender is noted on the said policies in a manner satisfactory to the Lender and that the proceeds thereof shall be payable directly to the Lender if the Lender has not otherwise been repaid; 14.1.9 use the Facility exclusively for the purposes specified in Clause 2.2; 14.1.11 at all times fully comply with all the terms, conditions, stipulations in the Building Agreement and the Lease and any valid order or notice made or served on the Borrower by any relevant authorities with respect to the Property; 14.1.12 not do or suffer to be done or omitted any act matter or thing in or in respect of the Property or any part thereof which shall contravene the provisions of law, rule or regulations now or hereafter affecting the Property; 14.1.13 it will from time to time on request by the Lender do or procure the doing of all such acts and will execute or procure the execution of all such documents as the Lender may reasonably consider necessary for giving full effect to this Agreement and the Security Documents or securing to the Lender the full benefits of all rights, powers and remedies conferred upon the Lender in this Agreement and the Security Documents; and 14.1.14 ensure and procure that all covenants set out in the Multicurrency Agreement to be observed by the Guarantor are duly observed and/or complied with by the Guarantor. Notwithstanding any termination or cancellation of said agreement, all such covenants shall be incorporated by reference hereto and shall remain in effect until this loan agreement is terminated subject to the terms and conditions herein.

AFFIRMATIVE UNDERTAKINGS. The Borrower hereby undertakes to and agrees with the Lender throughout the continuance of this Agreement and that so long as any sum remains owing hereunder that the Borrower will, unless the Lender otherwise agrees in writing :- 14.1.1 supply moneys remain to the Lender (via Standard Chartered Bank Los Angeles be lent or Standard Chartered Bank Singapore):-remain payable under this Debenture:- (iia) as soon as they are available, but in any event within ninety (90) days after the end of each quarter of each accounting year of the Borrower and the Guarantor, copies of their respective unaudited financial statements (including a profit and loss account and balance sheet) prepared on a basis consistent with the audited financial statements of the Borrower and the Guarantor together with certificates signed by a director of the Borrower and the Guarantor (as applicable) to the effect that such financial statements are, in the opinion of such officer, true in all material respects and present fairly the financial position of the Borrower and the Guarantor (as the case may be) as at the end of, and the results of its operations for, such half-year period; (iii) as soon as practicable, copies of all financial statements and related financial information issued by the Borrower and the Guarantor to their respective creditors in general; and (iv) promptly on request, such additional financial or other information (including, but not limited to, cash flows and profit and loss projections) relating to the Borrower and the Guarantor, and any Security Party and use its best endeavours to supply the same in respect of any Security Party, as the Lender may from time to time reasonably request; 14.1.2 keep proper records and books of account in respect of its business and permit the Lender and/or any professional consultants appointed by the Lender at all reasonable times to inspect and examine the records and books of account of the Borrower and the Guarantor; 14.1.3 promptly inform the Lender in writing upon becoming aware of :- (i) any Event of Default or Prospective Event of Default (and of any action taken or proposed to be taken to remedy it) promptly after becoming aware of it; (ii) any litigation, arbitration or administrative proceeding as referred to in Clause 13.1.7; and 14.1.4 it shall maintain its corporate existence and will carry on and conduct its business in a proper and efficient such manner and in compliance with all laws, regulations, authorisations, agreements and obligations applicable to it and pay all taxes imposed on it when due (except those being contested in good faith); 14.1.5 procure that there is no change in its shareholdings without the prior written consent of the Lender, such consent so as not to be unreasonably withheld; 14.1.6 procure that no material amendment or supplement is made to the memorandum or articles of association of the Borrower, which has or may have a material effect on the affect its ability of the Borrower to perform any of its obligations under this AgreementDebenture; 14.1.7 (b) it shall procure that this Debenture is and will be maintained in full force and effect and shall obtain all such authorizations, licences and consents which are or may become necessary for it to perform its obligations under this Debenture and to comply with and observe all terms, conditions and 8 12 restrictions (if any) imposed in connection with any of the foregoing and maintain or accomplish any filing, registration, documentation or claim with any court, judicial, administrative or governmental agency or other authority or person which may be or become necessary for such purposes and maintain in full force and effect all such authorisations authorizations, licences and consents as are referred to in Clause 13.1.3, 9 and take immediate steps to obtain and thereafter maintain in full force and effect any such authorisations other authorizations which may become necessary or advisable for the purposes stated therein and comply with all conditions attached to all authorisations obtainedtherein; (ic) keep itself and all its insurable assets (including the Property) adequately insured with such insurance companies acceptable to the Lender against loss or destruction by fire, theft or flood and in amounts and on terms usual or current for insurances of property similar to the Property, including but not limited to construction all risks insurance and/or property all risks insurance covering the replacement value of the Property and in any event in an amount not less than one hundred percent (100%) of the Loan and punctually pay all premiums and deliver copies of receipts therefor to the Lender; (ii) assign absolutely the benefit of the said policies except third party liability insurance to the Lender; and (iii) procure that the interest of the Lender is noted on the said policies in a manner satisfactory to the Lender and that the proceeds thereof it shall be payable directly to the Lender if the Lender has not otherwise been repaid; 14.1.9 use the Facility exclusively for the purposes specified in Clause 2.2; 14.1.11 at all times fully comply with all the terms, conditions, stipulations in the Building Agreement and the Lease and any valid order or notice made or served on the Borrower by any relevant authorities with respect to the Property; 14.1.12 not do or suffer to be done or omitted any act matter or thing in or in respect of the Property or any part thereof which shall contravene the provisions of law, rule or regulations now or hereafter affecting the Property; 14.1.13 it will from time to time on request by the Lender and at its own expense, execute, sign, perfect, do or and procure the doing of all such acts and will execute if required register every document, act or procure thing as in the execution opinion of all such documents as the Lender may reasonably consider be necessary for giving full effect to this Agreement and the Security Documents Debenture or securing to the Lender the full benefits of all rights, powers and remedies conferred upon the Lender in this Agreement Debenture; (d) in so far as may be necessary, it shall amend its Memorandum and Articles of Association and any other corporate documents as to enable it to observe and perform all the covenants, undertakings, stipulations, terms, conditions and other provisions of this Debenture; (e) it shall use the various lines or kinds of banking facilities only for the purpose for which they were granted and the Security Documents; andBorrower shall not use Singapore dollar funds from any such banking facilities for any financial investments, trade or other activities outside Singapore; 14.1.14 ensure and procure that all covenants set out in the Multicurrency Agreement to be observed by the Guarantor are duly observed and/or complied with by the Guarantor. Notwithstanding any termination or cancellation of said agreement, all such covenants shall be incorporated by reference hereto and shall remain in effect until this loan agreement is terminated subject (f) it shall:- (i) furnish to the terms Lender annually and conditions herein.in any event not later than six (6) months after the close of each financial year of the Borrower beginning with the current financial year, certified copies of the Borrower's audited financial statements, in each case including a balance sheet and a profit and loss account together with its directors' reports for the period then ended prepared in accordance with generally accepted accounting practices and principles consistently applied in Singapore and certified by an internationally recognised firm of independent accountants acceptable to the Lender; (ii) furnish to the Lender not later than thirty (30) days after the relevant period, certified copies of the Borrower's interim unaudited financial statements, in each case including a balance sheet and a profit and loss account relating to the Borrower containing financial information (in no less detail than those which had been prepared prior to the date of this Debenture) in respect of successive quarterly periods during the Borrower's financial years; (iii) furnish to the Lender as soon as they are available and in any event not later than thirty (30) days after the end of each yearly period of this Debenture, a certificate signed by one of its directors