Common use of Covenants from the Borrower Clause in Contracts

Covenants from the Borrower. 3.1 The Borrower covenants in his capacity as the partner of the Beijing Yuzhong that during the term of this Agreement he will procure the Beijing Yuzhong: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive business cooperation agreement (together with its amendments from time to time, the “Exclusive 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, at his best efforts, the Beijing Yuzhong to conduct its major business, manage operation of subsidiary companies. The specific business scope shall be subject to the business license and the agreement among the Borrower, Beijing Yuzhong and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Power of Attorney, the Share of Property Pledge Agreement (together with its amendments from time to time, the “Share of Property Pledge Agreement”) and the Exclusive Option Agreement to which he 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 Share of Property Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Share of Property, or allow creation of any other security interests thereupon; 3.2.4 to procure the partners and/or the board of directors of the Beijing Yuzhong not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Share 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 partners and/or the board of the directors of the Beijing Yuzhong 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 Share 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 Share of Property; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Beijing Yuzhong without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Beijing Yuzhong 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 Share of Property to the Lender or any person as designated by it, and procure any other partner of the Beijing Yuzhong to waive the right of first refusal regarding such transfer of 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 partner of the Beijing Yuzhong to transfer unconditionally and immediately all the share of property owned by such 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 partnership interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Share of Property from the Borrower pursuant to the Exclusive Option Agreement, to use the 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 capacity as the partner of the Beijing Yuzhong that during the term of this Agreement he will procure the Beijing Yuzhong: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive business cooperation agreement (together with its amendments from time to time, the “Exclusive 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, at his best efforts, the Beijing Yuzhong to conduct its major business, manage operation of subsidiary companies. The specific business scope shall be subject to the business license and the agreement among the Borrower, Beijing Yuzhong and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Power of Attorney, the Share of Property Pledge Agreement (together with its amendments from time to time, the “Share of Property Pledge Agreement”) and the Exclusive Option Agreement to which he 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 Share of Property Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Share of Property, or allow creation of any other security interests thereupon; 3.2.4 to procure the partners and/or the board of directors of the Beijing Yuzhong not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Share 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 partners and/or the board of the directors of the Beijing Yuzhong 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 Share 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 Share of Property; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Beijing Yuzhong without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Beijing Yuzhong 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 Share of Property to the Lender or any person as designated by it, and procure any other partner of the Beijing Yuzhong to waive the right of first refusal regarding such transfer of 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 partner of the Beijing Yuzhong to transfer unconditionally and immediately all the share of property owned by such 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 partnership interest share of property under this Section; 3.2.12 if the Lender purchases the Borrower’s Share of Property from the Borrower pursuant to the Exclusive Option Agreement, to use the 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 capacity as the partner of the Beijing Yuzhong that during the term of this Agreement he will procure the Beijing Yuzhong: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive business cooperation agreement (together with its amendments from time to time, the “Exclusive 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, at his best efforts, the Beijing Yuzhong to conduct its major business, manage operation of subsidiary companies. The specific business scope shall be subject to the business license and the agreement among the Borrower, Beijing Yuzhong and the Lender; 3.2.2 at the request of the Lender, execute Beijing Yuzhong’s partnership affairs in accordance with Beijing Yuzhong’s partnership agreement and its supplementary documents; 3.2.3 to strictly comply with the provisions of this Agreement, the Power of Attorney, the Share of Property Pledge Agreement (together with its amendments from time to time, the “Share of Property Pledge Agreement”) and the Exclusive Option Agreement to which he 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 Share of Property Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Share of Property, or allow creation of any other security interests thereupon; 3.2.4 3.2.5 to procure the partners and/or the board of directors of the Beijing Yuzhong not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Share 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 partners and/or the board of the directors of the Beijing Yuzhong 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 Share 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 Share 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 Beijing Yuzhong 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 Beijing Yuzhong 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 Share of Property to the Lender or any person as designated by it, and procure any other partner of the Beijing Yuzhong to waive the right of first refusal regarding such transfer of 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 partner of the Beijing Yuzhong to transfer unconditionally and immediately all the share of property owned by such 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 partnership interest share of property under this Section; 3.2.12 3.2.13 if the Lender purchases the Borrower’s Share of Property from the Borrower pursuant to the Exclusive Option Agreement, to use the 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 capacity as the partner shareholder of the Beijing Yuzhong Zhizheng that during the term of this Agreement he will procure the Beijing YuzhongZhizheng: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive business cooperation agreement (together with its amendments from time to time, the “Exclusive Business Cooperation Agreement”) to which it Beijing Zhizheng 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 best efforts, the Beijing Yuzhong Zhizheng to conduct its major business, manage operation of subsidiary companies. The specific business scope shall be subject to the business license and the agreement among between the Borrower, Beijing Yuzhong Borrower and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Power of Attorney, the Share of Property Equity Interest Pledge Agreement (together with its amendments from time to time, the “Share of Property Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which he 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 Share of Property Equity Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Share of PropertyEquity Interest, or allow creation of any other security interests thereupon; 3.2.4 to procure the partners shareholders and/or the board of directors of the Beijing Yuzhong Zhizheng not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Share of PropertyEquity 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 partners shareholders and/or the board of the directors of the Beijing Yuzhong Zhizheng 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 Share of PropertyEquity 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 Share of PropertyEquity Interest; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Beijing Yuzhong Zhizheng without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Beijing Yuzhong Zhizheng 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 Share of Property Equity Interest to the Lender or any person as designated by it, and procure any other partner shareholder of the Beijing Yuzhong Zhizheng to waive the right of first refusal regarding such transfer of share of property 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 partner shareholder of the Beijing Yuzhong Zhizheng to transfer unconditionally and immediately all the share of property equity interests owned by such partner 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 partnership equity interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Share of Property Equity Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the 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 capacity as the partner of the Beijing Yuzhong that during the term of this Agreement he will procure the Beijing Yuzhong: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive business cooperation agreement (together with its amendments from time to time, the “Exclusive 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, at his best efforts, the Beijing Yuzhong to conduct its major business, manage operation of subsidiary companies. The specific business scope shall be subject to the business license and the agreement among the Borrower, Beijing Yuzhong and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Power of Attorney, the Share of Property Pledge Agreement (together with its amendments from time to time, the “Share of Property Pledge Agreement”) and the Exclusive Option Agreement to which he 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 Share of Property Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Share of Property, or allow creation of any other security interests thereupon; 3.2.4 to procure the partners and/or the board of directors of the Beijing Yuzhong not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Share 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 partners and/or the board of the directors of the Beijing Yuzhong 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 Share 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 Share of Property; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Beijing Yuzhong without prior written consent from the Lender; 3.2.9 to appoint any person as nominated by the Lender to the board of the Beijing Yuzhong 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 Share of Property to the Lender or any person as designated by it, and procure any other partner of the Beijing Yuzhong to waive the right of first refusal regarding such transfer of 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 partner of the Beijing Yuzhong to transfer unconditionally and immediately all the share Share of property Property owned by such 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 partnership interest share of property under this Section; 3.2.12 if the Lender purchases the Borrower’s Share of Property from the Borrower pursuant to the Exclusive Option Agreement, to use the 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 capacity as the partner shareholder of the Beijing Yuzhong Gongse that during the term of this Agreement he will procure the Beijing YuzhongGongse: 3.1.1 to strictly comply with the provisions of the Exclusive Option Agreement and the exclusive business cooperation agreement (together with its amendments from time to time, the “Exclusive 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, at his best efforts, the Beijing Yuzhong Gongse to conduct its major business, manage operation of subsidiary companies. The specific business scope shall be subject to the business license and the agreement among between the Borrower, Beijing Yuzhong Borrower and the Lender; 3.2.2 to strictly comply with the provisions of this Agreement, the Power of Attorney, the Share of Property Equity Interest Pledge Agreement (together with its amendments from time to time, the “Share of Property Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which he 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 Share of Property Equity Interest Pledge Agreement, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower’s Share of PropertyEquity Interest, or allow creation of any other security interests thereupon; 3.2.4 to procure the partners shareholders and/or the board of directors of the Beijing Yuzhong Gongse not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower’s Share of PropertyEquity 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 partners shareholders and/or the board of the directors of the Beijing Yuzhong 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 Share of PropertyEquity 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 Share of PropertyEquity Interest; 3.2.8 not to make any act and/or omission which may affect any asset, business or liability of the Beijing Yuzhong 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 Beijing Yuzhong 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 Share of Property Equity Interest to the Lender or any person as designated by it, and procure any other partner shareholder of the Beijing Yuzhong Gongse to waive the right of first refusal regarding such transfer of share of property 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 partner shareholder of the Beijing Yuzhong Gongse to transfer unconditionally and immediately all the share of property equity interests owned by such partner 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 partnership equity interest under this Section; 3.2.12 if the Lender purchases the Borrower’s Share of Property Equity Interest from the Borrower pursuant to the Exclusive Option Agreement, to use the 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.