Common use of Party C’s Undertakings Clause in Contracts

Party C’s Undertakings. 8.1 Party C hereby undertakes that during the term of the Agreement: 8.1.1 Before full performance of obligations hereunder, unless with the prior written approval of the Pledgee, Party C will not help the Pledgor transfer Stocks (except transferring Stocks to the Pledgee or other persons designated by the Pledgee upon the request of the Pledgee), place or allow the placing of any other encumbrance or any third-party security interests on the Stocks that may impact the Pledgee’s interests and rights. Unless with the prior written approval of the Pledgee, Party C will not help the Pledgor take any action that will or may cause changes in Stocks or incidental rights of Stocks that will or may have material negative impact on the Pledgee’s rights hereunder. 8.1.2 Party C will comply with all applicable laws and regulations, and will notify the Pledgee of any notices, instructions or advices sent by competent authorities in respect of the Pledge within five (5) workdays after receipt of such notices, instructions or advices, and take actions according to reasonable instructions of the Pledgee. 8.1.3 Party C will notify the Pledgee of any event that may impact the Pledgor’s Stocks and other rights hereunder as well as the notices thereof, and any event that may impact the Pledgor’s obligations or the Pledgor’s performance of obligations hereunder as well as the notices thereof, and take actions according to reasonable instructions of the Pledgee. 8.2 Without the written approval of the Pledgee, Party C shall not engage in any connected transaction and no asset and/or income shall be transferred out of Party C for causes other than day-to-day business needs. 8.3 Without the written approval of the Pledgee, Party C shall not, at any time of any fiscal year, invest over RMB 10,000 (or any asset with the same value) in any single transaction or a total of over RMB 10,000 (or the same value in another currency) in a series of transactions, or undertake to make such investment, or sell, collateralize, pledge, transfer, rent or replace any asset with a value of over RMB 50,000 (or any asset with the same value) in a single transaction or assets with a total value of over RMB 50,000 (or the same value in another currency) in a series of transactions, or assume liabilities that amount to RMB 10,000 or place any encumbrance on assets with the same value, acquire any stocks in any other entity, or make capital contributions to acquire any stocks in any other entity. 8.4 Without the written approval of the Pledgee, Party C shall not approve or sign any agreement that is intended to establish or issue any bond, or make any of Party C’s asset or right become subject of any guarantee, warranty, collateral, claims, restrictions, stocks or any other encumbrance. 8.5 Without the written approval of the Pledgee, Party C shall not sell, transfer, license, pledge, place encumbrance on or otherwise dispose of any trademark, patent or intellectual property, except the disposals that take place as a part of the normal operation of Party C, will not have any material negative impact on Party C and has a consideration of no more than RMB 50,000 or the same value in another currency. 8.6 Party C agrees that it will ensure the Pledgee’s Right of Pledge hereunder will not be interrupted or jeopardized by Party C, the successor or transferee of Party C, or any other person. 8.7 Party C undertakes that to protect or enhance the guarantee for the Pledgor and/or Party C’s performance of their obligations hereunder, Party C will help the Pledgor make all necessary amendments to the articles of association of Party C (if applicable), honestly sign and cause other parties with interests in the Pledge to sign all title certificates and contracts required by the Pledgee, and/or fulfill and cause other parties with interests in the Pledge to fulfill the Pledgee’s reasonable requests, and facilitate the Pledgee’s exercise of rights hereunder, sign all documents related to stock certificate change with the Pledgee or its designated third party, and provide all Pledge-related documents that the Pledgee deems necessary to the Pledgee within a reasonable period of time. 8.8 Party C undertakes that it will comply with all warranties, undertakings, agreements and representations in a bid to protect the interests of the Pledgee. Party C shall fully compensate the Pledgee for all losses arising from the Party C’s failure to perform any or all of its warranties, undertakings, agreements and representations.