Common use of Undertakings of Party B Clause in Contracts

Undertakings of Party B. 5.1 Without the prior written consent of Party A, Party B will not, directly or indirectly, participate, engage, involve or own the business which is the same as or compete or likely to compete with the main business of Party A or its affiliates, or participate, engage, involve or own the business which is the same as or compete or likely to compete with the main businesses of Party A or its affiliates by means of information obtained from Party A. Furthermore Party B will not hold or obtain any interest in business which is the same as or compete or likely to compete with the main businesses of Party A or its affiliates. 5.2 If Party B becomes person without civil capacity or a person with limited capacity for civil activity by reason of liquidation or otherwise, the administrator of Party B shall continue to perform its obligations and enjoy the rights provided that it should continue to perform the provisions of this Agreement. 5.3 Party B undertakes that, from the date hereof, except that Party B ceases to hold any equity in the Company and regardless of any change in its shareholding in Party C, Party A will be appointed to exercise all of its shareholder rights in Party C. 5.4 For the purpose of exercising the Powers hereunder, the Attorney has the right to access the Company’s operations, business, customers, financial information, employees and other related information and inspect the related information, and Party B and Party C shall fully cooperate with this. 5.5 Party B undertakes that, during the term when Party B is Party C’s shareholder, the this Agreement and the Powers granted hereunder shall be irrevocable, unless there is a request in respect to variation or termination made by Party A. This Agreement shall remain in effect since the date of execution hereof. 5.6 Party B undertakes that, during the term hereof, Party B hereby waives all rights in respect to Party B Equity that has been granted through this Agreement to Party A. Party B shall not be exercised such rights on its own. 5.7 Party B undertakes that, all actions taken, and all document executed, by the Attorney in relation to Party B Equity are deem as the actions taken and the document executed by Party B. Party B will acknowledge the foresaid. 5.8 Party B undertakes that, the Attorney has the right to delegate any of the Powers to the other person or entity at its own discretion without prior notice to Party B or obtaining Party B’s consent. If required by Chinese law, the Attorney shall appoint a Chinese citizen to exercise the above Powers. 5.9 Save as otherwise provided hereby, the Attorney has the right to transfer, use or otherwise dispose of cash, dividends, bonus and other non-cash gains or other assets in respect to Party B Equity in accordance with Party B’s oral or written instructions.

Undertakings of Party B. 5.1 Party B undertakes to Party A as follows: 6.1 If any of the following events occurs, Party B shall unconditionally perform the guarantee obligations within 5 working days after receipt of Party A’s notice: A the Debtor fails to pay the secured indebtedness when it matures and becomes due (including accelerated maturity); B either Party B or the Debtor files or is presented with a petition for its bankruptcy, winding-up, dissolution, liquidation, suspension of business, or has its business license revoked or cancelled. 6.2 If the secured indebtedness is also secured by other proprietary security (whether provided by the Debtor or a third party), Party A may first require Party B to perform the guarantee obligations. Party B undertakes not to challenge that requirement by Party A. Party B’s guarantee obligations will remain in full force and will not become void or be reduced or released if Party A waives, amends or loses any other security interest covering the secured indebtedness under the Principal Contracts. 6.3 Party B shall promptly on demand provide its financial materials, tax vouchers and other related materials reflecting its financial condition to Party A. 6.4 Notwithstanding any of the following events (which do not require Party B’s consent), Party B shall continue to be liable for its guarantee obligations: A the Principal Contracts are amended as agreed by Party A and the Debtor, without increasing the indebtedness owed by the Debtor or extending the performance period of that indebtedness; B (in the case of international or domestic trade financing) Party A and the Debtor agree to amend the letter of credit related to the Principal Contracts, without increasing the Debtor’s payment obligation under that letter of credit or extending the payment term; C the amount of the secured indebtedness changes due to the floating interest rate adopted under the principal contract or adjustment of interest rate policies by the People’s Bank of China; D Party A transfers the secured indebtedness to a third party. 6.5 Party B’s provision of any type of security to a third party will not prejudice Party A’s rights and interests. 6.6 Without the Party A’s prior written consent or unless alternative arrangements concerning Party B’s guarantee obligations have been made to the satisfaction of Party A, Party B will notmay not carry out any merger, directly demerger, capital reduction, equity change, transfer of material assets and debt, material external investment, material increase of debt financing or indirectly, participate, engage, involve or own the business which is the same as or compete or likely to compete other activity that may have an adverse impact on Party A’s rights and interests in connection with the main business of Party A or its affiliates, or participate, engage, involve or own the business which is the same as or compete or likely to compete with the main businesses of Party A or its affiliates by means of information obtained from Party A. Furthermore Party B will not hold or obtain any interest in business which is the same as or compete or likely to compete with the main businesses of Party A or its affiliatessecured indebtedness. 5.2 If Party B becomes person without civil capacity or a person with limited capacity for civil activity by reason of liquidation or otherwise, the administrator of 6.7 Party B shall continue promptly notify Party A if any of the following occurs: A there is a change to perform its obligations and enjoy the rights provided that it should continue to perform the provisions Party B’s articles of this Agreement. 5.3 association, business scope, registered capital, legal representative or shareholding structure; B Party B undertakes thatfiles for winding-up, from the date hereofdissolution, except that Party B ceases to hold any equity in the Company and regardless liquidation or suspension of any change in its shareholding in Party C, Party A will be appointed to exercise all of its shareholder rights in Party C. 5.4 For the purpose of exercising the Powers hereunder, the Attorney has the right to access the Company’s operations, business, customersor has its business license revoked or cancelled, financial information, employees and other related information and inspect the related information, and Party B and Party or is presented with a petition for its bankruptcy; C shall fully cooperate with this. 5.5 Party B undertakes that, during the term when Party B is or is likely to be involved in a material economic dispute, litigation or arbitration, or any of its assets are attached, seized or otherwise subject to administration or supervision in accordance with law; or D (where Party C’s shareholder, the this Agreement and the Powers granted hereunder shall be irrevocable, unless B is an individual) there is a request in respect change to variation the number of the individual’s identity card, domicile, employment or termination made by Party A. This Agreement shall remain in effect since the date of execution hereofcontact details. 5.6 Party B undertakes that, during the term hereof, Party B hereby waives all rights in respect to Party B Equity that has been granted through this Agreement to Party A. 6.8 Party B shall not be exercised such rights on its own. 5.7 Party B undertakes that, all actions taken, and all document executed, by the Attorney in relation to Party B Equity are deem as the actions taken and the document executed promptly acknowledge receipt of any written notice issued by Party B. Party B will acknowledge the foresaid. 5.8 Party B undertakes that, the Attorney has the right to delegate any of the Powers to the other person or entity at its own discretion without prior notice to Party B or obtaining Party B’s consent. If required by Chinese law, the Attorney shall appoint a Chinese citizen to exercise the above Powers. 5.9 Save as otherwise provided hereby, the Attorney has the right to transfer, use or otherwise dispose of cash, dividends, bonus and other non-cash gains or other assets in respect to Party B Equity in accordance with Party B’s oral or written instructions.A.