Common use of Covenants from the Borrower Clause in Contracts

Covenants from the Borrower. 3.1 The Borrower covenants in his or her capacity of the shareholder of the Borrower’s Company that during the term of this Agreement he or she will procure the Borrower’s Company: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service agreement (together with its amendments from time to time, the “Exclusive Technical Service Agreement”) to which it is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to its board upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure at his or her best efforts the Borrower’s Company to conduct its major business, the specific scope of which shall be subject to the business license; 3.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust Agreement, the Equity Interest Pledge Agreement (together with is amendments from time to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which he or she is a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 except as provided under the Equity Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity Interest, or allow creation of any other security interests thereupon; 3.2.4 to procure the shareholders and/or the board of directors of the Borrower’s Company not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity Interest, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 to procure the shareholders and/or the board of the directors of the Borrower’s Company not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity Interest; 3.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her ownership of the Borrower’s Equity Interest; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company upon the request of the Lender; 3.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest to the Lender or any person as designated by it, and procure any other shareholder of the Borrower’s Company to waive the right of first refusal regarding such transfer of equity interest under this Section; 3.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder of the Borrower’s Company to transfer unconditionally and immediately all the equity interests owned by such shareholder to the Lender or any person as designated by it, and the Borrower hereby waives his or her right of first refusal regarding such transfer of equity interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Equity Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the price of such purchase to repay the Loan to the Lender on priority; and 3.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 The Borrower covenants in his or her capacity as the partner of the shareholder of the Borrower’s Company Target that during the term of this Agreement he or she will procure the Borrower’s CompanyTarget: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it the Target is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to be managing partner of the Target and its board appointed representative or other person authorized to conduct partnership affairs upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure procure, at his or her best efforts efforts, the Borrower’s Company Target to conduct its major business, the manage operation of subsidiary companies. The specific business scope of which shall be subject to the business licenselicense and the agreement between the Borrower, the Target and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Partnership Interest Pledge Agreement (together with is its amendments from time to time, the “Equity Partnership Interest Pledge Agreement”) and the Exclusive Option Agreement to which he or she is a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 except as provided under the Equity Partnership Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity Partnership Interest, or allow creation of any other security interests thereupon; 3.2.4 to procure all the shareholders and/or the board of directors partners of the Borrower’s Company Target and their appointed representatives not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity InterestPartnership Interest or the Target’s assets, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 to procure all the shareholders and/or the board partners of the directors of the Borrower’s Company Target not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity Partnership Interest; 3.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her ownership of the Borrower’s Equity Partnership Interest; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company Target without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company Target upon the request of the Lender; 3.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Partnership Interest to the Lender or any person as designated by it, and procure any other shareholder partner of the Borrower’s Company Target to waive the right of first refusal regarding such transfer of equity partnership interest under this Section; 3.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder partner of the Borrower’s Company Target to transfer unconditionally and immediately all the equity interests partnership interest owned by such shareholder partner to the Lender or any person as designated by it, and the Borrower hereby waives his or her right of first refusal regarding such transfer of equity partnership interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Equity Partnership Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capitalcontribution amount, or change its shareholding contribution structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 The Borrower covenants in his or her its capacity of as the shareholder of the Borrower’s Company that during the term of this Agreement he or she it will procure the Borrower’s Company: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it Borrower’s Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to its board be director of the Borrower’s Company upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure procure, at his or her best efforts efforts, the Borrower’s Company to conduct its major business, the manage operation of subsidiary companies. The specific business scope of which shall be subject to the business licenselicense and the agreement between the Borrower and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Interest Pledge Agreement (together with is its amendments from time to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which he or she is as a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 except as provided under the Equity Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity Interest, or allow creation of any other security interests thereupon; 3.2.4 to procure the shareholders and/or the board of directors (or executive director) of the Borrower’s Company not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity InterestInterest or the assets of the Borrower’s Company, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 to procure the shareholders and/or the board of the directors (or executive director) of the Borrower’s Company not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity Interest; 3.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her its ownership of the Borrower’s Equity Interest; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company upon the request of the Lender; 3.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest to the Lender or any person as designated by it, and procure any other shareholder of the Borrower’s Company to waive the right of first refusal regarding such transfer of equity interest under this Section; 3.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder of the Borrower’s Company to transfer unconditionally and immediately all the equity interests owned by such shareholder in the Borrower’s Company to the Lender or any person as designated by it, and the Borrower hereby waives his or her its right of first refusal regarding such transfer of equity interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Equity Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 The Borrower covenants in his or her capacity of as the shareholder of the Borrower’s Company Beijing Gongse that during the term of this Agreement he or she will procure the Borrower’s CompanyBeijing Gongse: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it Beijing Gongse is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to its board be director of Beijing Gongse upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure procure, at his or her best efforts the Borrower’s Company efforts, Beijing Gongse to conduct its major business, the manage operation of subsidiary companies. The specific business scope of which shall be subject to the business licenselicense and the agreement between the Borrower and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Interest Pledge Agreement (together with is its amendments from time to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which he or she is a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 except as provided under the Equity Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity Interest, or allow creation of any other security interests thereupon; 3.2.4 to procure the shareholders and/or the board of directors (or executive director) of the Borrower’s Company Beijing Gongse not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity InterestInterest or Beijing Gongse’s assets, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 to procure the shareholders and/or the board of the directors (or executive director) of the Borrower’s Company Beijing Gongse not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity Interest; 3.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her ownership of the Borrower’s Equity Interest; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company Beijing Gongse without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company Beijing Gongse upon the request of the Lender; 3.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest to the Lender or any person as designated by it, and procure any other shareholder of the Borrower’s Company Beijing Gongse to waive the right of first refusal regarding such transfer of equity interest under this Section; 3.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder of the Borrower’s Company Beijing Gongse to transfer unconditionally and immediately all the equity interests owned by such shareholder to the Lender or any person as designated by it, and the Borrower hereby waives his or her right of first refusal regarding such transfer of equity interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Equity Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 The Borrower covenants in his or her capacity of as the shareholder of the Borrower’s Company that during the term of this Agreement he or she will procure the Borrower’s Company: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to its board upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure procure, at his or her best efforts efforts, the Borrower’s Company to conduct its major business, the specific scope of which shall be subject to the business license; 3.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Interest Pledge Agreement (together with is its amendments from time to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which he or she is as a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 except as provided under the Equity Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity Interest, or allow creation of any other security interests thereupon; 3.2.4 to procure the shareholders and/or the board of directors of the Borrower’s Company not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity Interest, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 to procure the shareholders and/or the board of the directors of the Borrower’s Company not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity Interest; 3.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her ownership of the Borrower’s Equity Interest; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company upon the request of the Lender; 3.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest to the Lender or any person as designated by it, and procure any other shareholder of the Borrower’s Company to waive the right of first refusal regarding such transfer of equity interest under this Section; 3.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder of the Borrower’s Company to transfer unconditionally and immediately all the equity interests owned by such shareholder to the Lender or any person as designated by it, and the Borrower hereby waives his or her right of first refusal regarding such transfer of equity interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Equity Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 The Borrower covenants in his or her its capacity of as the shareholder of the Borrower’s Company that during the term of this Agreement he or she it will procure the Borrower’s Company: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to its board be director of the Borrower’s Company upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure procure, at his or her its best efforts efforts, the Borrower’s Company to conduct its major business, the manage operation of subsidiary companies. The specific business scope of which shall be subject to the business licenselicense and the agreement between the Borrower and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Interest Pledge Agreement (together with is its amendments from time to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which he or she is it as a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 except as provided under the Equity Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity Interest, or allow creation of any other security interests thereupon; 3.2.4 to procure the shareholders shareholders’ meeting and/or the board of directors (or executive director) of the Borrower’s Company not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity InterestInterest or the assets of the Borrower’s Company, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 to procure the shareholders shareholders’ meeting and/or the board of the directors (or executive director) of the Borrower’s Company not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity Interest; 3.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her its ownership of the Borrower’s Equity Interest; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company upon the request of the Lender; 3.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest to the Lender or any person as designated by it, and procure any other shareholder of the Borrower’s Company to waive the right of first refusal regarding such transfer of equity interest under this Section; 3.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder of the Borrower’s Company to transfer unconditionally and immediately all the equity interests owned by such shareholder to the Lender or any person as designated by it, and the Borrower hereby waives his or her its right of first refusal regarding such transfer of equity interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Equity Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 The Borrower covenants in his or her capacity as the partner of the shareholder of the Borrower’s Company Beijing Shangqin that during the term of this Agreement he or she will procure the Borrower’s CompanyBeijing Shangqin: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to its board upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure procure, at his or her best efforts efforts, the Borrower’s Company Beijing Shangqin to conduct its major business, the manage operation of subsidiary companies. The specific business scope of which shall be subject to the business licenselicense and the agreement among the Borrower, Beijing Shangqin and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Interest Share of Property Pledge Agreement (together with is its amendments from time to time, the “Equity Interest Share of Property Pledge Agreement”) and the Exclusive Option Agreement to which he or she is as a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 except as provided under the Equity Interest Share of Property Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity InterestShare of Property, or allow creation of any other security interests thereupon; 3.2.4 to procure the shareholders partners and/or the board of directors of the Borrower’s Company Beijing Shangqin not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity InterestShare of Property, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 to procure the shareholders partners and/or the board of the directors of the Borrower’s Company Beijing Shangqin not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity InterestShare of Property; 3.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her ownership of the Borrower’s Equity InterestShare of Property; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company Beijing Shangqin without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company Beijing Shangqin upon the request of the Lender; 3.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest Share of Property to the Lender or any person as designated by it, and procure any other shareholder partner of the Borrower’s Company Beijing Shangqin to waive the right of first refusal regarding such transfer of equity interest share of property under this Section; 3.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder partner of the Borrower’s Company Beijing Shangqin to transfer unconditionally and immediately all the equity interests share of property owned by such shareholder partner to the Lender or any person as designated by it, and the Borrower hereby waives his or her right of first refusal regarding such transfer of equity interest share of property under this Section; 3.2.12 if the Lender purchases the Borrower’s Equity Interest Share of Property from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 The Borrower covenants in his or her capacity of as the shareholder of the Borrower’s Company that during the term of this Agreement he or she will procure the Borrower’s Company: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to its board upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure procure, at his or her best efforts efforts, the Borrower’s Company to conduct its major business, the manage operation of subsidiary companies. The specific business scope of which shall be subject to the business licenselicense and the agreement between the Borrower and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Interest Pledge Agreement (together with is its amendments from time to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which he or she is as a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 except as provided under the Equity Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity Interest, or allow creation of any other security interests thereupon; 3.2.4 to procure the shareholders and/or the board of directors of the Borrower’s Company not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity Interest, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 to procure the shareholders and/or the board of the directors of the Borrower’s Company not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity Interest; 3.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her ownership of the Borrower’s Equity Interest; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company upon the request of the Lender; 3.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest to the Lender or any person as designated by it, and procure any other shareholder of the Borrower’s Company to waive the right of first refusal regarding such transfer of equity interest under this Section; 3.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder of the Borrower’s Company to transfer unconditionally and immediately all the equity interests owned by such shareholder to the Lender or any person as designated by it, and the Borrower hereby waives his or her right of first refusal regarding such transfer of equity interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Equity Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 11.1 The Borrower covenants in his or her capacity of as the shareholder of the Borrower’s Company that during the term of this Agreement he or she will procure the Borrower’s Company: 3.1.1 11.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 11.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 11.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 11.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 11.1.5 to appoint any person as nominated by the Lender to its board upon the request of the Lender. 3.2 11.2 The Borrower covenants during the term of this Agreement: 3.2.1 11.2.1 to procure procure, at his or her best efforts efforts, the Borrower’s Company to conduct its major business, the specific scope of which shall be subject to the business license; 3.2.2 11.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Interest Pledge Agreement (together with is its amendments from time to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which he or she is as a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 11.2.3 except as provided under the Equity Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity Interest, or allow creation of any other security interests thereupon; 3.2.4 11.2.4 to procure the shareholders and/or the board of directors of the Borrower’s Company not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity Interest, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 11.2.5 to procure the shareholders and/or the board of the directors of the Borrower’s Company not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 11.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity Interest; 3.2.7 11.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her ownership of the Borrower’s Equity Interest; 3.2.8 11.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company without prior written consent from the Lender; 3.2.9 11.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company upon the request of the Lender; 3.2.10 11.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest to the Lender or any person as designated by it, and procure any other shareholder of the Borrower’s Company to waive the right of first refusal regarding such transfer of equity interest under this Section; 3.2.11 11.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder of the Borrower’s Company to transfer unconditionally and immediately all the equity interests owned by such shareholder to the Lender or any person as designated by it, and the Borrower hereby waives his or her right of first refusal regarding such transfer of equity interest under this Section; 3.2.12 11.2.12 if the Lender purchases the Borrower’s Equity Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 11.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 The Borrower covenants in his or her capacity of as the shareholder of the Borrower’s Company Beijing Gongse that during the term of this Agreement he or she will procure the Borrower’s CompanyBeijing Gongse: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it Beijing Gongse is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to its board upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure procure, at his or her best efforts efforts, the Borrower’s Company Beijing Gongse to conduct its major business, the manage operation of subsidiary companies. The specific business scope of which shall be subject to the business licenselicense and the agreement between the Borrower and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Interest Pledge Agreement (together with is its amendments from time to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which he or she is as a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 except as provided under the Equity Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity Interest, or allow creation of any other security interests thereupon; 3.2.4 to procure the shareholders and/or the board of directors of the Borrower’s Company Beijing Gongse not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity Interest, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 to procure the shareholders and/or the board of the directors of the Borrower’s Company Beijing Gongse not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity Interest; 3.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her ownership of the Borrower’s Equity Interest; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company Beijing Gongse without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company Beijing Gongse upon the request of the Lender; 3.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest to the Lender or any person as designated by it, and procure any other shareholder of the Borrower’s Company Beijing Gongse to waive the right of first refusal regarding such transfer of equity interest under this Section; 3.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder of the Borrower’s Company Beijing Gongse to transfer unconditionally and immediately all the equity interests owned by such shareholder to the Lender or any person as designated by it, and the Borrower hereby waives his or her right of first refusal regarding such transfer of equity interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Equity Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 The Borrower covenants in his or her capacity of as the shareholder of the Borrower’s Company that during the term of this Agreement he or she will procure the Borrower’s Company: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to its board upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure procure, at his or her best efforts efforts, the Borrower’s Company to conduct its major business, the specific scope of which shall be subject to the business license; 3.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Interest Pledge Agreement (together with is its amendments from time to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which he or she is s a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 except as provided under the Equity Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity Interest, or allow creation of any other security interests thereupon; 3.2.4 to procure the shareholders and/or the board of directors of the Borrower’s Company not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity Interest, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 to procure the shareholders and/or the board of the directors of the Borrower’s Company not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity Interest; 3.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her ownership of the Borrower’s Equity Interest; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company upon the request of the Lender; 3.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest to the Lender or any person as designated by it, and procure any other shareholder of the Borrower’s Company to waive the right of first refusal regarding such transfer of equity interest under this Section; 3.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder of the Borrower’s Company to transfer unconditionally and immediately all the equity interests owned by such shareholder to the Lender or any person as designated by it, and the Borrower hereby waives his or her right of first refusal regarding such transfer of equity interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Equity Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 The Borrower covenants in his or her capacity as the partner of the shareholder of the Borrower’s Company Beijing Shangqin that during the term of this Agreement he or she will procure the Borrower’s CompanyBeijing Shangqin: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to its board upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure procure, at his or her best efforts efforts, the Borrower’s Company Beijing Shangqin to conduct its major business, the manage operation of subsidiary companies. The specific business scope of which shall be subject to the business licenselicense and the agreement among the Borrower, Beijing Shangqin and the Lender; 3.2.2 at the request of the Lender, execute Beijing Shangqin’s partnership affairs in accordance with Beijing Shangqin’s partnership agreement and its supplementary documents; 3.2.3 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Interest Share of Property Pledge Agreement (together with is its amendments from time to time, the “Equity Interest Share of Property Pledge Agreement”) and the Exclusive Option Agreement to which he or she is as a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 3.2.4 except as provided under the Equity Interest Share of Property Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity InterestShare of Property, or allow creation of any other security interests thereupon; 3.2.4 3.2.5 to procure the shareholders partners and/or the board of directors of the Borrower’s Company Beijing Shangqin not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity InterestShare of Property, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 3.2.6 to procure the shareholders partners and/or the board of the directors of the Borrower’s Company Beijing Shangqin not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 3.2.7 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity InterestShare of Property; 3.2.7 3.2.8 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her ownership of the Borrower’s Equity InterestShare of Property; 3.2.8 3.2.9 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company Beijing Shangqin without prior written consent from the Lender; 3.2.9 3.2.10 to appoint any person as nominated by the Lender to the board of the Borrower’s Company Beijing Shangqin upon the request of the Lender; 3.2.10 3.2.11 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest Share of Property to the Lender or any person as designated by it, and procure any other shareholder partner of the Borrower’s Company Beijing Shangqin to waive the right of first refusal regarding such transfer of equity interest share of property under this Section; 3.2.11 3.2.12 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder partner of the Borrower’s Company Beijing Shangqin to transfer unconditionally and immediately all the equity interests share of property owned by such shareholder partner to the Lender or any person as designated by it, and the Borrower hereby waives his or her right of first refusal regarding such transfer of equity interest share of property under this Section; 3.2.12 3.2.13 if the Lender purchases the Borrower’s Equity Interest Share of Property from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 3.2.14 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.

Covenants from the Borrower. 3.1 The Borrower covenants in his or her capacity as the partner of the shareholder of the Borrower’s Company Beijing Shangqin that during the term of this Agreement he or she will procure the Borrower’s CompanyBeijing Shangqin: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive technical service business cooperation agreement (together with its amendments from time to time, the “Exclusive Technical Service Business Cooperation Agreement”) to which it is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.1.2 to execute any contract or agreement regarding the business cooperation with the Lender (or any party as designated by the Lender) upon the request of the Lender (or any party as designated by the Lender), and to ensure the strict performance of such contract agreement; 3.1.3 to provide to the Lender any and all information regarding its operations and financial conditions upon the request of the Lender; 3.1.4 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income; 3.1.5 to appoint any person as nominated by the Lender to its board upon the request of the Lender. 3.2 The Borrower covenants during the term of this Agreement: 3.2.1 to procure procure, at his or her best efforts efforts, the Borrower’s Company Beijing Shangqin to conduct its major business, the manage operation of subsidiary companies. The specific business scope of which shall be subject to the business licenselicense and the agreement among the Borrower, Beijing Shangqin and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Voting Trust AgreementPower of Attorney, the Equity Interest Share of Property Pledge Agreement (together with is its amendments from time to time, the “Equity Interest Share of Property Pledge Agreement”) and the Exclusive Option Agreement to which he or she is as a party, perform the obligations thereunder, and to refrain from any action/omission that may affect the effectiveness and enforceability thereof; 3.2.3 except as provided under the Equity Interest Share of Property Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Equity InterestShare of Property, or allow creation of any other security interests thereupon; 3.2.4 to procure the shareholders partners and/or the board of directors of the Borrower’s Company Beijing Shangqin not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Equity InterestShare of Property, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person; 3.2.5 to procure the shareholders partners and/or the board of the directors of the Borrower’s Company Beijing Shangqin not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender; 3.2.6 to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower’s Equity InterestShare of Property; 3.2.7 to execute any document, conduct any action, and make any claim or defense, necessary or appropriate to maintain his or her ownership of the Borrower’s Equity InterestShare of Property; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Borrower’s Company Beijing Shangqin without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Borrower’s Company Beijing Shangqin upon the request of the Lender; 3.2.10 to the extent as permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately the Borrower’s Equity Interest Share of Property to the Lender or any person as designated by it, and procure any other shareholder partner of the Borrower’s Company Beijing Shangqin to waive the right of first refusal regarding such transfer of equity interest share of property under this Section; 3.2.11 to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder partner of the Borrower’s Company Beijing Shangqin to transfer unconditionally and immediately all the equity interests share of property owned by such shareholder partner to the Lender or any person as designated by it, and the Borrower hereby waives his or her right of first refusal regarding such transfer of equity partnership interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Equity Interest Share of Property from the Borrower pursuant to the Exclusive Option Agreement, to use the price consideration of such purchase to repay the Loan to the Lender on priority; and 3.2.13 not to supplement, revise or amend its articles of association in any way, increase or decrease its registered capital, or change its shareholding structure in any way without prior written consent from the Lender.