Obligations of the Borrowers. 4.1 The Borrowers will repay the Loan according to the provisions of this Agreement and requirements from the Lender.
4.2 The Borrowers will enter into an Equity Pledge Agreement (the “Equity Pledge Agreement”) with the Lender and the Borrower Company, whereby the Borrowers agree to pledge all of their equity interests in the Borrower Company to the Lender.
4.3 The Borrowers will enter into an Exclusive Purchase Option Agreement (the “Exclusive Purchase Option Agreement”) with the Lender and the Borrower Company, whereby the Borrowers will to the extent permitted by the PRC laws grant an irrevocable and exclusive purchase option for the Lender to purchase all or any part of the equity interest in the Borrower Company from the Borrowers.
4.4 The Borrowers will perform their obligations under this Agreement, the Equity Pledge Agreement and the Exclusive Purchase Option Agreement, and provide support for the Lender to complete all filings, approvals, authorizations, registration and other government procedures necessary to perform such agreements.
4.5 The Borrowers will sign an irrevocable power of attorney authorizing a person designated by the Lender to exercise on its behalf all of its rights as the shareholder of the Borrower Company.
Obligations of the Borrowers. (a) Borrowers agree to pay to Agent in connection with each Letter of Credit issued hereunder: (i) immediately upon the demand of Agent on behalf of all Banks, the amount paid by each Bank with respect to such Letter of Credit; (ii) immediately upon demand of Agent, the amount of any draft presented purporting to be drawn under such Letter of Credit provided that the draft and accompanying documents conform to the terms of the Letter of Credit but subject to the terms of Paragraph 3.7 hereof (whether or not Agent has at such time honored such draft) and any other amounts paid thereunder (it being understood that Agent is not required to make demand upon or proceed against any Bank or other party or to resort to any collateral before obtaining payment from Borrowers); (iii) on the date of issuance thereof and quarterly thereafter in advance, a fee for the benefit of Banks, in accordance with each Bank's Pro Rata Share, of a rate equal to the then Applicable Margin under Paragraph 2.6 hereof, on the face amount of each Financial Standby Letter of Credit and each Performance Standby Letter of Credit, provided, however, that if a Letter of Credit is canceled, the Agent shall rebate to Borrowers any portion of the applicable LC Fee (as defined below) paid on account of any quarter after the quarter in which the Letter of Credit is terminated; (iv) on the date of issuance of each Letter of Credit a fee (the "LC Fee") to the Agent on its own behalf equal to one-eighth of
(a) (i)(A) hereof based on the Base Rate. Interest under clause (v) above shall accrue on amounts paid on a Letter of Credit (if not reimbursed by Borrowers on the same day) from the date of payment by Agent, whether or not demand is made, until such amounts are reimbursed by Borrowers whether before, at or after demand.
(b) In the absence of a Default or an Event of Default and subject to the provisions of Paragraph 2.7 hereof, Banks hereby agree to make Advances to Borrowers under the Commitment to fund the payments required under Paragraphs 3.4(a)(i) and (ii) hereof. If any payment by the Agent of a draft drawn under a Letter of Credit is for any reason (including without limitation the occurrence or continuation of a Default or an Event of Default hereunder) not reimbursed prior to or on the date such payment is made, the Agent in its sole and absolute discretion may direct that all amounts due under drafts drawn under a Letter of Credit be refunded by delivery of a notice (a "Drawing Refundi...
Obligations of the Borrowers. All obligations of the Borrowers under this Note shall be joint and several.
Obligations of the Borrowers. In this Agreement, any obligation of "the Borrowers", as opposed to "a Borrower" or "each Borrower", shall be interpreted as a joint and several obligation of all of the Borrowers.
Obligations of the Borrowers. (1) Each Borrower covenants to perform, at its expense and responsibility, the matters described in each of the following items on and after the date of this Agreement, and until this Agreement is terminated, and until performance of all of its obligations under this Agreement to all the Lenders and the Agent is completed.
(i) In the case where the occurrence of any Event of Default or the likelihood thereof, it shall immediately inform such fact to the Facility Agent and all the Lenders.
(ii) In the case where the Parent Borrower prepares its own Reports, etc., it shall submit copies of such Reports, etc. to the Facility Agent and all the Lenders with the audit report (including the quarterly review report) at the time the Parent Borrower submits the Reports, etc. to the head of the relevant regional finance bureau; provided, however, that, such Reports, etc. shall be accurately and duly prepared in accordance with the accounting standard which is generally accepted as fair and appropriate in Japan, properly represent the situation of assets and liabilities, financial condition and the situation of profit and loss of the Borrower as of the date of such Reports, etc., and have received an unqualified opinion (or, in the case of the quarterly audit, an unqualified conclusion) (or, if the Majority Lenders agreed, such a qualified opinion or a qualified conclusion) after the audit (including quarterly audit) by the audit firm. If disclosure is done via EDINET (Electronic Disclosure for Investors’ Network), then the Parent Borrower may notify the Facility Agent and all the Lenders of such fact in lieu of submitting the copies, however, even in such case, the Parent Borrower shall promptly submit the copies of relevant Reports, etc. if requested by any of the Lenders.
(iii) In the case where the Subsidiary Borrower prepares its own Reports, etc., it shall submit copies of such Reports, etc. to the Facility Agent and all the Lenders within four (4) months from the end of its business year, provided, however, that such Reports, etc. must be accurately and duly prepared in accordance with the accounting standard which is generally accepted as fair and appropriate in the US.
(iv) When requested by the Facility Agent or the Lenders through the Facility Agent, it shall immediately report to the Facility Agent and all the Lenders about the assets, management, and business circumstances of the Borrower and its subsidiaries, etc. (which shall mean a subsidiary and an af...
Obligations of the Borrowers. From and including the Utilisation Date, the Borrowers must:
(a) maintain Hedging Arrangements in accordance with the provisions set forth in this sub-clause 8.3 for the hedging of the entire interest rate exposure under the Loan with terms not expiring before the Final Maturity Date;
(b) comply with the terms of each Hedging Arrangement and may not amend or waive any of their rights under the Hedging Arrangements nor accept any such amendment or waiver by the respective Counterparty without the prior consent of the Facility Agent;
(c) supply a copy of the executed documentation for all Hedging Arrangements to the Facility Agent promptly after execution thereof; and
(d) charge or assign by way of security to the Security Agent all their rights under the Hedging Arrangements.
