Common use of Commitments of Borrower Clause in Contracts

Commitments of Borrower. 4.1 The Borrower, as 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) subject to 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¥1,000,000) 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 the 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 company which operates, in the same territory, the similar business and possesses the similar properties or assets; (j) not to 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 lawsuit or to make all necessary and appropriate defending 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 each 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 Lender 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 Lender 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 lawsuit or make all necessary and appropriate defending 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 requesting of the then 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 waive its option to purchase such equity hereof, subject to the requesting of the then 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 Borrower. 4.1 The Borrower, as major shareholder of the Borrower’s 's Company, agrees that it shall cause the Borrower’s '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 's prior written consent; (b) subject to 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 's prior written consent; (d) without the Lender’s '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 's Company and to maintain the value of its assets; (f) without the Lender’s '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¥1,000,000RMB100,000) except those executed during the ordinary operation; (g) not to provide loan or credit to any person without the Lender’s 's prior written consent; (h) to provide information concerning all of its operation and financial affairs subject to the Lender’s 's request; (i) to purchase insurance from the 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 company which operates, in the same territory, the similar business and possesses the similar properties or assets; (j) not to merger or combine with, buy or invest in, any other person without the Lender’s '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 's Company; (l) to execute all necessary or appropriate documents, to take all necessary or appropriate action and to bring all necessary or appropriate lawsuit or to make all necessary and appropriate defending against all claims, in order to maintain the ownership of the Borrower’s 's Company for all its assets; (m) without the Lender’s 's prior written consent, not to issue dividends to each shareholder in any form, provided however, the Borrower’s 's Company shall promptly allocate all its allocable profits to each of its shareholders upon the Lender’s 's request; (n) to appoint any person designated by the Lender to be the director of the Borrower’s 's Company subject to the Lender’s '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 's prior written consent, except the terms of the Equity Pledge Contract; (b) cause the shareholder’s 's meeting appointed by the Lender not to sell, transfer, mortgage, dispose of in any other way, or to create other security interest on, any of the Borrower’s 's legal right of equity or equity interest without the Lender’s 's prior written consent, except that the counter party is the Lender or those designated by the Lender; (c) cause the shareholder’s 's meeting appointed by the Lender not to merge or combine with, buy or invest in, any person without the Lender’s 's prior consent; (d) promptly inform the Lender of the pending or threatened suit, arbitration or regulatory procedure concerning the Borrower’s 's equity in the Borrower’s 's Company; (e) execute all necessary or appropriate documents, take all necessary or appropriate action and bring all necessary or appropriate lawsuit or make all necessary and appropriate defending against all claims, in order to maintain the ownership of the Borrower’s 's Company for all its assets; (f) do nothing that may materially affect the assets, business and liabilities of the Borrower’s 's Company without the Lender’s 's prior written consent; (g) appoint any person to be the director of the Borrower’s 's Company subject to the Lender’s 's request; (h) transfer promptly and unconditionally, at any time, all of the Borrower’s 's equity in the Borrower’s 's Company to the Lender or representative designated by the Lender and cause the other shareholder of the Borrower’s 's Company to waive its option to purchase such equity hereof, subject to the requesting of the then 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 's Company to transfer promptly and unconditionally, at any time, all equity of the other shareholder in the Borrower’s 's Company to the representative designated by the Lender and the Borrower hereby waive its option to purchase such equity hereof, subject to the requesting of the then 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 's equity in the Borrower’s 's Company if the Lender purchases the Borrower’s '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 Borrower. 4.1 The Borrower, as major shareholder of the Borrower’s 's Company, agrees that it shall cause the Borrower’s '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 's prior written consent; (b) subject to 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 's prior written consent; (d) without the Lender’s '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 's Company and to maintain the value of its assets; (f) without the Lender’s '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¥1,000,000RMB50,000) except those executed during the ordinary operation; (g) not to provide loan or credit to any person without the Lender’s 's prior written consent; (h) to provide information concerning all of its operation and financial affairs subject to the Lender’s 's request; (i) to purchase insurance from the 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 company which operates, in the same territory, the similar business and possesses the similar properties or assets; (j) not to merger or combine with, buy or invest in, any other person without the Lender’s '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 's Company; (l) to execute all necessary or appropriate documents, to take all necessary or appropriate action and to bring all necessary or appropriate lawsuit or to make all necessary and appropriate defending against all claims, in order to maintain the ownership of the Borrower’s 's Company for all its assets; (m) without the Lender’s 's prior written consent, not to issue dividends to each shareholder in any form, provided however, the Borrower’s 's Company shall promptly allocate all its allocable profits to each of its shareholders upon the Lender’s 's request; (n) to appoint any person designated by the Lender to be the director of the Borrower’s 's Company subject to the Lender’s '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 's prior written consent, except the terms of the Equity Pledge Contract; (b) cause the shareholder’s 's meeting appointed by the Lender not to sell, transfer, mortgage, dispose of in any other way, or to create other security interest on, any of the Borrower’s 's legal right of equity or equity interest without the Lender’s 's prior written consent, except that the counter party is the Lender or those designated by the Lender; (c) cause the shareholder’s 's meeting appointed by the Lender not to merge or combine with, buy or invest in, any person without the Lender’s 's prior consent; (d) promptly inform the Lender of the pending or threatened suit, arbitration or regulatory procedure concerning the Borrower’s 's equity in the Borrower’s 's Company; (e) execute all necessary or appropriate documents, take all necessary or appropriate action and bring all necessary or appropriate lawsuit or make all necessary and appropriate defending against all claims, in order to maintain the ownership of the Borrower’s 's Company for all its assets; (f) do nothing that may materially affect the assets, business and liabilities of the Borrower’s 's Company without the Lender’s 's prior written consent; (g) appoint any person to be the director of the Borrower’s 's Company subject to the Lender’s 's request; (h) transfer promptly and unconditionally, at any time, all of the Borrower’s 's equity in the Borrower’s 's Company to the Lender or representative designated by the Lender and cause the other shareholder of the Borrower’s 's Company to waive its option to purchase such equity hereof, subject to the requesting of the then 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 's Company to transfer promptly and unconditionally, at any time, all equity of the other shareholder in the Borrower’s 's Company to the representative designated by the Lender and the Borrower hereby waive its option to purchase such equity hereof, subject to the requesting of the then 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 's equity in the Borrower’s 's Company if the Lender purchases the Borrower’s '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 Borrower. 4.1 The Borrower, as 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) subject to 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¥1,000,000RMB ¥ 1,000,000) 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 the 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 company which operates, in the same territory, the similar business and possesses the similar properties or assets; (j) not to 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 lawsuit or to make all necessary and appropriate defending 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 each 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 Lender 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 Lender 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 lawsuit or make all necessary and appropriate defending 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 requesting of the then 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 waive its option to purchase such equity hereof, subject to the requesting of the then 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 Borrower. 4.1 The Borrower, as 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) subject to 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¥1,000,000RMB¥¤1,000,000) 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 the 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 company which operates, in the same territory, the similar business and possesses the similar properties or assets; (j) not to 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 lawsuit or to make all necessary and appropriate defending 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 each 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 Lender 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 Lender 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 lawsuit or make all necessary and appropriate defending 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 requesting of the then 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 waive its option to purchase such equity hereof, subject to the requesting of the then 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 Borrower. 4.1 The BorrowerBorrower undertakes, as major in the capacity of the majority shareholder of the Borrower’s 's Company, agrees that to procure the Borrower's Company to observe the following terms during the term of this Agreement: (a) It shall not supplement, change or modify in any way its articles of association, increase or reduce its registered capital or alter its shareholding structure without the prior written consent of the Lender; (b) It shall maintain the continuance of the company and operate its business and handle its affairs in a prudent and effective manner according to proper financial and commercial codes and practices; (c) It shall not sell, transfer, pledge or otherwise dispose of any asset, business and legal or beneficial interest of income, or permit the creation of any other security interest over the same without the prior written consent of the Lender; (d) It shall not incur, inherit, warrant or permit the existence of any debt without the prior written consent of the Lender, save as those (i) incurred in the ordinary or daily course of business without borrowing; and (ii) already disclosed to the Lender, who has given its written consent thereof; (e) It shall conduct all of its operations in the ordinary course of business and maintain its asset value; (f) It shall not enter into any material contracts without the prior written consent of the Lender, except those entered into in the ordinary course of business (for the purpose of this paragraph, any contract with a value exceeding RMB 100,000 shall be deemed to be a material contract); (g) It shall not extend any loan or credit to any party without the prior written consent of the Lender; (h) It shall provide all information and details relating to all of its operations and financial affairs to the Lender upon request by the Lender; (i) It shall obtain and maintain insurance with insurers acceptable to the Lender, and the sum insured and class of insurance shall be comparable to the sum insured and class of insurance maintained by those companies engaging in similar business with similar assets or properties; (j) It shall not merge or consolidate with any party, or acquire or invest in any party without the prior written consent of the Lender; (k) It shall notify the Lender immediately when any legal action, arbitration or administrative procedure relating to its assets, operations and incomes occurs or is likely to occur; (l) It shall execute all the necessary or appropriate documents, take all the necessary or appropriate actions, file all the necessary or appropriate actions and make all the necessary or appropriate defenses for the purpose of maintaining all rights and proprietorship in respect of all of its assets; (m) It shall not pay dividends of any kind to its shareholders without the prior written consent of the Lender; however, it shall cause distribute all its of distributable profits to its shareholders upon the request of the Lender; (n) It shall appoint any person nominated by the Lender as a director of the Borrower’s Company's Company upon the request of the Lender; (o) It shall strictly observe all of the provisions under the Share Option Agreement and shall not cause any action/omission which may impair the validity and enforceability of the Share Option Agreement; 4.2 The Borrower undertakes that, during the term of this Agreement, (a) It shall not to supplysell, amend transfer, pledge or modify its articles otherwise dispose of association, to increase the legal or decrease its registered capitalbeneficial interest of the Borrower's Interest, or to change its capital structure in permit the creation of any way other security interest over the same without the Lender’s prior written consentconsent of the Lender, without offering the same to the Lender; (b) subject to good financial and business rules and practices, to maintain and operate its business and handle matters prudently and effectively; (c) It shall procure the members in the board of directors appointed by it not to sellapprove any sale, transfer, mortgage, pledge or otherwise dispose of in any other waythe legal or beneficial interest of the Borrower's Interest, or to create permit the creation of any other security interest on, any of its assets, business or legal right to collect interests over the same without the Lender’s prior written consent; (d) without consent of 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¥1,000,000) 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 the insurance company accepted by the Lender and maintain persistently such insurance, provided that the amount and type of such insurance are as offering the same as, or equivalent to, the insurance amount and insurance type taken out generally by the company which operates, in the same territory, the similar business and possesses the similar properties or assets; (j) not to 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 lawsuit or to make all necessary and appropriate defending 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 each 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 Lender 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 It shall procure the shareholder’s meeting members in the board of directors appointed by the Lender it not to merge approve any merger or combine withconsolidation with any party, buy or invest in, any person acquisition of or investment into any party without the prior written consent of the Lender’s prior consent; (d) promptly inform It shall notify the Lender of the pending or threatened suitimmediately when any legal action, arbitration or regulatory administrative procedure concerning relating to the Borrower’s equity in the Borrower’s Company's Interest occurs or is likely to occur; (e) execute It shall enter into all the necessary or appropriate documents, take all the necessary or appropriate action and bring actions, file all the necessary or appropriate lawsuit or actions and make all the necessary or appropriate defenses for the purpose of maintaining all rights and appropriate defending against all claims, in order to maintain the ownership proprietorship of the Borrower’s Company for all its assets's Interest; (f) do nothing that It shall not cause any action and/or omission which may materially materially, adversely affect the assets, business operations and liabilities of the Borrower’s 's Company without the Lender’s prior written consentconsent of the Lender; (g) It shall appoint any person to be nominated by the Lender as a director of the Borrower’s 's Company subject to upon the request of the Lender’s request; (h) transfer promptly and unconditionally, at any time, all Upon the request made from time to time by the then parent holding company of the Borrower’s equity Lender, it shall transfer unconditionally and forthwith the entire interest owned by it in the Borrower’s 's Company to the Lender or its designated representative designated by the Lender and cause at any time. It shall also procure the other shareholder of the Borrower’s 's Company to waive its option to purchase such equity hereof, subject to right of first refusal over the requesting interest transfer as provided herein; (i) It shall procure the other shareholder of the Borrower's Company, upon the request made from time to time by the then parent 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 unconditionally and unconditionally, at any time, all equity of forthwith the entire interest owned by that other shareholder in the Borrower’s 's Company to the designated representative designated by of the Lender and the at any time. The Borrower hereby waive waives its option to purchase such equity hereof, subject to right of first refusal over the requesting of the then holding company of the Lender, interest transfer as provided that such transfer is permitted under the laws of PRCherein; (j) refund In the loan to the Lender with such amount arising from transferring Borrower’s equity in the Borrower’s Company if event that the Lender purchases the Borrower’s equity subject 's Interest pursuant to the Exclusive Purchase ContractShare Option Agreement, the Borrower shall first apply the proceeds therefrom to repay the Loan to the Lender; and (k) comply It shall strictly with observe all the terms of provisions under this Agreement, Equity the Share Pledge Contract Agreement and Exclusive Purchase Contractthe Share Option Agreement, fully and perform all of its obligations under such contracts this Agreement, the Share Pledge Agreement and do nothing affecting the Share Option Agreement. It shall not cause any action/omission which may impair the validity and enforceability of such contractsthis Agreement, the Share Pledge Agreement and the Share Option Agreement.

Commitments of Borrower. 4.1 The Borrower, as major shareholder of the Borrower’s 's Company, agrees that it shall cause the Borrower’s '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 's prior written consent; (b) subject to 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 's prior written consent; (d) without the Lender’s '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 's Company and to maintain the value of its assets; (f) without the Lender’s '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¥1,000,000US$10,000) except those executed during the ordinary operation; (g) not to provide loan or credit to any person without the Lender’s 's prior written consent; ; (h) to provide information concerning all of its operation and financial affairs subject to the Lender’s 's request; (i) to purchase insurance from the 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 company which operates, in the same territory, the similar business and possesses the similar properties or assets; (j) not to merger or combine with, buy or invest in, any other person without the Lender’s '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 's Company; (l) to execute all necessary or appropriate documents, to take all necessary or appropriate action and to bring all necessary or appropriate lawsuit or to make all necessary and appropriate defending against all claims, in order to maintain the ownership of the Borrower’s 's Company for all its assets; (m) without the Lender’s 's prior written consent, not to issue dividends to each shareholder in any form, provided however, the Borrower’s 's Company shall promptly allocate all its allocable profits to each of its shareholders upon the Lender’s 's request; (n) to appoint any person designated by the Lender to be the director of the Borrower’s 's Company subject to the Lender’s '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 's prior written consent, except the terms of the Equity Pledge Contract; (b) cause the shareholder’s 's meeting appointed by the Lender not to sell, transfer, mortgage, dispose of in any other way, or to create other security interest on, any of the Borrower’s 's legal right of equity or equity interest without the Lender’s 's prior written consent, except that the counter party is the Lender or those designated by the Lender; (c) cause the shareholder’s 's meeting appointed by the Lender not to merge or combine with, buy or invest in, any person without the Lender’s 's prior consent; (d) promptly inform the Lender of the pending or threatened suit, arbitration or regulatory procedure concerning the Borrower’s 's equity in the Borrower’s 's Company; (e) execute all necessary or appropriate documents, take all necessary or appropriate action and bring all necessary or appropriate lawsuit or make all necessary and appropriate defending against all claims, in order to maintain the ownership of the Borrower’s 's Company for all its assets; (f) do nothing that may materially affect the assets, business and liabilities of the Borrower’s 's Company without the Lender’s 's prior written consent; (g) appoint any person to be the director of the Borrower’s 's Company subject to the Lender’s '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 requesting of the then 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 waive its option to purchase such equity hereof, subject to the requesting of the then 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 Borrower. 4.1 The Borrower, as major shareholder of the Borrower’s 's Company, agrees that it shall cause the Borrower’s '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 's prior written consent; (b) subject to 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 's prior written consent; (d) without the Lender’s 's prior written consent, not to create, succeed to, ,guarantee or permit any debt, except (i)the i) the debt arising in the course of the ordinary or daily business operation, but not arising from the loan, and (ii)the 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 's Company and to maintain the value of its assets; (f) without the Lender’s 's prior written consent, not to execute any material contracts (during this stage, a contract will be deemed material if the its value of it exceeds RMB¥1,000,000RMB[ ]) except those executed during the ordinary operation; (g) not to provide loan or credit to any person without the Lender’s 's prior written consent; (h) to provide information concerning all of its operation and financial affairs subject to the Lender’s 's request; (i) to purchase insurance from the 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 company which operates, in the same territory, the similar business and possesses the similar properties or assets; (j) not to merger or combine with, buy or invest in, any other person without the Lender’s '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 's Company; (l) to execute all necessary or appropriate documents, to take all necessary or appropriate action and to bring all necessary or appropriate lawsuit or to make all necessary and appropriate defending against all claims, in order to maintain the ownership of the Borrower’s 's Company for all its assets; (m) without the Lender’s 's prior written consent, not to issue dividends to each shareholder in any form, provided however, the Borrower’s 's Company shall promptly allocate all its allocable profits to each of its shareholders upon the Lender’s 's request; (n) to appoint any person designated by the Lender to be the director of the Borrower’s 's Company subject to the Lender’s '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 's prior written consent, except the terms of the Equity Pledge Contract; (b) cause the shareholder’s 's meeting appointed by the Lender not to sell, transfer, mortgage, dispose of in any other way, or to create other security interest on, any of the Borrower’s 's legal right of equity or equity interest without the Lender’s 's prior written consent, except that the counter party is the Lender or those designated by the Lender; (c) cause the shareholder’s 's meeting appointed by the Lender not to merge or combine with, buy or invest in, any person without the Lender’s 's prior consent; (d) promptly inform the Lender of the pending or threatened suit, ,arbitration or regulatory procedure concerning the Borrower’s 's equity in the Borrower’s 's Company; (e) execute all necessary or appropriate documents, take all necessary or appropriate action and bring all necessary or appropriate lawsuit or make all necessary and appropriate defending against all claims, in order to maintain the ownership of the Borrower’s 's Company for all its assets; (f) do nothing that may materially affect the assets, business and liabilities of the Borrower’s 's Company without the Lender’s 's prior written consent; (g) appoint any person to be the director of the Borrower’s 's Company subject to the Lender’s 's request; (h) transfer promptly and unconditionally, at any time, all of the Borrower’s 's equity in the Borrower’s 's Company to the Lender or representative designated by the Lender and cause the other shareholder of the Borrower’s 's Company to waive its option to purchase such equity hereof, subject to the requesting of the then 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 's Company to transfer promptly and unconditionally, at any time, all equity of the other shareholder in the Borrower’s 's Company to the representative designated by the Lender and the Borrower hereby waive its option to purchase such equity hereof, subject to the requesting of the then 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 's equity in the Borrower’s 's Company if the Lender purchases the Borrower’s '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 Borrower. 4.1 The Borrower, as major shareholder of the Borrower’s 's Company, agrees that it shall cause the Borrower’s '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 's prior written consent; (b) subject to 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 's prior written consent; (d) without the Lender’s '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 's Company and to maintain the value of its assets; (f) without the Lender’s 's prior written consent, not to execute any material contracts (during this stage, a contract will be deemed material if the its value of it exceeds RMB¥1,000,000RMB50,000) except those executed during the ordinary operation; (g) not to provide loan or credit to any person without the Lender’s 's prior written consent; (h) to provide information concerning all of its operation and financial affairs subject to the Lender’s 's request; (i) to purchase insurance from the 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 company which operates, in the same territory, the similar business and possesses the similar properties or assets; (j) not to merger or combine with, buy or invest in, any other person without the Lender’s '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 's Company; (l) to execute all necessary or appropriate documents, to take all necessary or appropriate action and to bring all necessary or appropriate lawsuit or to make all necessary and appropriate defending against all claims, in order to maintain the ownership of the Borrower’s 's Company for all its assets; (m) without the Lender’s 's prior written consent, not to issue dividends to each shareholder in any form, provided however, the Borrower’s 's Company shall promptly allocate all its allocable profits to each of its shareholders upon the Lender’s 's request; (n) to appoint any person designated by the Lender to be the director of the Borrower’s 's Company subject to the Lender’s '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 's prior written consent, except the terms of the Equity Pledge Contract; (b) cause the shareholder’s 's meeting appointed by the Lender not to sell, transfer, mortgage, dispose of in any other way, or to create other security interest on, any of the Borrower’s 's legal right of equity or equity interest without the Lender’s 's prior written consent, except that the counter party is the Lender or those designated by the Lender; (c) cause the shareholder’s 's meeting appointed by the Lender not to merge or combine with, buy or invest in, any person without the Lender’s 's prior consent; (d) promptly inform the Lender of the pending or threatened suit, arbitration or regulatory procedure concerning the Borrower’s 's equity in the Borrower’s 's Company; (e) execute all necessary or appropriate documents, take all necessary or appropriate action and bring all necessary or appropriate lawsuit or make all necessary and appropriate defending against all claims, in order to maintain the ownership of the Borrower’s 's Company for all its assets; (f) do nothing that may materially affect the assets, business and liabilities of the Borrower’s 's Company without the Lender’s 's prior written consent; (g) appoint any person to be the director of the Borrower’s 's Company subject to the Lender’s 's request; (h) transfer promptly and unconditionally, at any time, all of the Borrower’s 's equity in the Borrower’s 's Company to the Lender or representative designated by the Lender and cause the other shareholder of the Borrower’s 's Company to waive its option to purchase such equity hereof, subject to the requesting of the then 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 's Company to transfer promptly and unconditionally, at any time, all equity of the other shareholder in the Borrower’s 's Company to the representative designated by the Lender and the Borrower hereby waive its option to purchase such equity hereof, subject to the requesting of the then 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 's equity in the Borrower’s 's Company if the Lender purchases the Borrower’s '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.