Undertakings of the Borrower. 7.1 The Borrower undertakes to draw down and use the loan in accordance with the schedule and purpose as agreed hereunder. The Borrower shall not use the proceeds of the loan hereunder for investment in securities or futures market, or any other purpose prohibited or restricted by applicable laws and regulations.
7.2 The Borrower undertakes to settle principal, interest and any other amount payable in relation to the loan hereunder in accordance with this Contract.
7.3 The Borrower undertakes to accept and actively cooperate with the Lender’s check and supervision on use of the proceeds of the loan (including purpose of the loan) including account analysis, voucher verification and on-site investigation, and to regularly summarize and report information on the use of proceeds of the loan as requested by the Lender.
7.4 The Borrower undertakes to accept credit check by the Lender, to provide true, accurate and complete financial documents and other documents that reflect the Borrower’s ability to repay its debts (including all account banks, account numbers and balance of deposits) as requested by the Lenders, and to actively assist and cooperate with the Lender in investigating, understanding and supervising its production, operation and financial conditions.
7.5 The Borrower undertakes not to distribute any dividend or profit in any form when there is any principal, interest or other amount which is due and payable (including those being declared immediately due and payable) but unpaid under this Contract.
7.6 The Borrower undertakes to obtain prior written consent of the Lender, before it engages in any merger or division, reduces its capital, changes its equity, creates equity pledge, joins or leaves a partnership, transfers material assets, assigns material debts, makes material external investment, incurs material additional debt financing, or takes any other action that may cause an adverse impact on the Lender’s rights and interests.
7.7 The Borrower undertakes to promptly notify the Lender upon the occurrence of any of the following events:
(1) any change to its name, company seal, articles of association, place of domicile, legal representative or principal, communication address, etc.;
(2) its winding-up, dissolution, liquidation, suspension of business, revocation or cancellation of its business licence, or application (or be applied for) for bankruptcy;
(3) it is or may be involved in any material economic dispute, litigation or arbitration, or...
Undertakings of the Borrower. 3.1 The Borrower as the shareholder of the Borrow Company, irrevocably undertakes that during the valid term of this Agreement, the Borrower will cause the Borrower Company to :
3.1.1 Strictly comply with the provisions under the Exclusive Call Option Agreement to which the Borrower Company is a party and refrain from any act/omission that would affect the validity and enforceability of the Exclusive Call Option Agreement.
3.1.2 At the request of the Lender (or its designee(s)), execute the contracts/agreements related to business cooperation with the Lender (or its designee(s)), and ensure to strictly abide by such contracts/agreements;
3.1.3 Provide the Lender with all of its operational and financial information upon the request of the Lender;
3.1.4 Notify the Lender immediately of any litigation, arbitration or administrative proceedings that have occurred or may occur in connection with its assets, operations and revenues; and
3.1.5 At the request of the Lender, appoint any persons designated by the Lender as directors of the Borrower Company.
3.2 The Borrower undertakes that during the valid term hereof, it shall:
3.2.1 Make its best efforts to keep the Borrower Company engaged in its principle businesses and to maintain the specific business scope of its business license;
3.2.2 Abide by the provisions of this Agreement, the Equity Pledge Agreement as set forth in Appendix 1 attached hereto (the “Equity Pledge Agreement”) and the Exclusive Call Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Equity Pledge Agreement and the Exclusive Call Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Equity Pledge Agreement and the Exclusive Call Option Agreement;
3.2.3 Not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow creation thereon of any security interest, except in accordance with the Equity Pledge Agreement;
3.2.4 Cause any shareholders meeting and/or the board of directors of the Borrower Company to not approve without prior written consent of the Lender the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow creation thereon of any security interest, except to the Lender or the Lender’s designated person;
3.2.5 Cause any shareholders meeting and/or the ...
Undertakings of the Borrower. The Borrower, in her capacity as a shareholder of the Borrower’s Company, irrevocably undertakes that during the term hereof, she will cause the Borrower’s Company to:
Undertakings of the Borrower. Until the Senior Debt is Discharged, the Borrower shall not, except with the prior consent of the Security Trustee (acting on the instructions of the Majority Lenders (such instructions not to be unreasonably withheld)):
(a) pay, repay or prepay any principal, interest (provided that interest (i) may accrue and (ii) may be evidenced by any instrument which constitutes Junior Debt and such instrument may be issued to HoldCo) or other amount on or in respect of, or make any distribution in respect of (or on account of), or redeem, purchase or defease, any HoldCo Junior Debt in cash or in kind, except for Permitted Junior Payments;
(b) exercise any set-off against any HoldCo Junior Debt, except to the extent that payment of such HoldCo Junior Debt would constitute a Permitted Junior Payment;
(c) create or permit to subsist any Security over any of its assets, or give any Guarantee or (save as permitted by the Facility Agreement) other assurance against financial loss for, or in respect of, any HoldCo Junior Debt; or
(d) take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired or otherwise altered.
Undertakings of the Borrower. 15.1 It shall withdraw and use the loans in line with the term and purposes agreed herein, and the funds borrowed will not be used for investment in fixed assets and equity, nor flow into the securities market and futures market in any ways, nor be used for other purposes that are prohibited or restricted by relevant laws and regulations in any ways.
15.2 It shall pay off the loan principal, interest and other payables as stipulated in this Contract.
15.3 It will accept and actively cooperate with the inspection and supervision of the Lender over the use of loan funds (including the purpose) by way of account analysis, inspection of certificates, and on-site investigation, and report the use of loan funds as required by the Lender on a regular basis.
15.4 It will accept the credit investigation of the Lender, provide financial and accounting data including balance sheet and income statement and other materials which may reflect the solvency of the Borrower as required by the Lender, and actively provide assistance and cooperation to the Lender to investigate, understand and supervise its production, operation, and financial situation.
15.5 It will not distribute any dividends and bonus in any form before paying off the loan principal and interest and other payables hereunder.
15.6 When launching any action that may cause unfavorable impact to the rights and interests of the Lender, such as merger, split-off, capital reduction, changes in equity, substantial transfer of assets and creditor’s rights, substantial foreign investment, substantial increase in debt financing, the Borrower shall first get the written consent of the Lender or make arrangement regarding the realization of creditor’s rights of the Lender that is satisfactory to the Lender.
15.7 Under any of the following circumstances, the Borrower shall send a timely notice to the Lender:
(1) Change in articles of incorporation, business scope, registered capital, and legal representative;
(2) Shutdown, dissolution, liquidation, business suspension for rectification, and revocation of business license, cancellation, or application (being applied) for bankruptcy;
(3) Involvement or possible involvement in substantial economic dispute, litigation, arbitration, or sealing-up, sequestration or control of assets under law;
(4) Involvement of any shareholder, director or current senior executive in any major cases or economic disputes.
15.8 It shall disclose the relations with any related parties and the ...
Undertakings of the Borrower. From the Acceptance Date and for as long as the Bank is under any obligation to make the Facility available or for as long as any moneys or liabilities are owing or incurred to the Bank hereunder the Borrower:
6.1 shall not, and shall procure that none of its Subsidiary Undertakings shall, without the prior written consent of the Bank:
(a) factor or otherwise assign or deal with any book or other debts or securities for money now and from time to time due or owing to it or such a Subsidiary Undertaking otherwise than by getting in and realising the same in the ordinary course of business as now conducted;
(b) materially change the nature of its respective business as now conducted;
(c) create or permit to subsist or arise any mortgage, charge, pledge or lien on any other security interest or encumbrance (other than (i) the Security Agreement, and (ii) a lien arising solely by operation of law in the ordinary course of business) over any of its or such Subsidiary Undertaking’s present or future undertaking, property, revenue or assets (except as provided herein);
(d) enter into or permit to subsist any transaction which, in legal terms, is not secured indebtedness but which in the Bank’s opinion has an economic or a financial or commercial effect similar to that of secured indebtedness; or
(e) part with, sell, transfer, lease or otherwise dispose of (or attempt or agree to do any such thing) the whole or any material part of its or such Subsidiary Undertaking’s undertaking, property, revenue or assets (either by a single transaction or a number of transactions whether related or not) other than for full value on an arm’s length basis (save that no such parting with, sale, transfer, lease or other disposal may be made or entered into if it would breach the terms of any security document given to the Bank); and
6.2 shall supply to Lloyds TSB Corporate, Cambridge:
(a) as soon as practicable (and in any event within 180 days after the close of each of its financial years) copies of the Financial Statement and the accounts of such of its Subsidiary Undertakings as the Bank may from time to time require for that financial year; and
(b) promptly on request, such other information regarding the financial condition or the business of the Borrower or any of its Subsidiary Undertakings as the Bank may reasonably require; and
6.3 shall ensure that it and each of its Subsidiary Undertakings maintains with reputable underwriters or insurance companies adequate insurance ...
Undertakings of the Borrower. Until the Senior Debt is Discharged, the Borrower shall not, except with the prior consent of the Security Trustee (acting on the instructions of the Instructing Group (such instructions not to be unreasonably withheld)):
(a) pay, repay or prepay any principal, interest (provided that interest (i) may accrue or be capitalised and (ii) may be evidenced by any instrument which constitutes Junior Debt or equity and such instrument may be issued to the Junior Creditor) or other amount on or in respect of, or make any distribution in respect of (or on account of), or redeem, purchase or defease, any Junior Debt in cash or in kind, except for Permitted Junior Payments;
(b) exercise any set-off against any Junior Debt, except to the extent that payment of such Junior Debt would constitute a Permitted Junior Payment; or
(c) take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired.
Undertakings of the Borrower. 2.1 The Borrower hereby undertakes that:
2.1.1 Without the Lender’s prior written consent, it will not transfer its equity interest in BEST Network, in whole or in part, to any third party, nor will it create or cause to be created any encumbrance in any form on BEST Network’s equity interest.
2.1.2 Unless with the Lender’s prior written consent, it shall at all times effectively maintain its status as BEST Network’s shareholder.
2.1.3 It will, upon the Lender’s request, unconditionally transfer its equity interest in BEST Network to the Lender or any third party designated by the Lender.
2.1.4 It will comply with all laws, regulations, rules and orders from government authorities applicable to the Borrower or BEST Network’s business activities or its assets.
2.1.5 Without the Lender’s prior written consent, it will in no way affect BEST Network’s ordinary operation as a going concern.
2.1.6 It will comply with all other agreements, contracts or undertakings by and between the Borrower and the Lender.
Undertakings of the Borrower o The Borrower hereby undertakes that, until all sums which may be owed by the Borrower pursuant to this Agreement, any Admission Form and/or any Promissory Note have been paid or repaid in full, it shall :
19.2.1 maintain its corporate existence and full power and authority to carry on its business ;
19.2.2 not cause or suffer any change in its corporate name, form, in the repartition of its shareholding, the nature of its business, its purpose or in the location of its registered office ;
19.2.3 comply with all laws and regulations the non-compliance to which could directly or indirectly adversely affect the performance of its obligations under the Agreement, any Admission Form, any Promissory Note, and/or any Letter of Instructions ;
19.2.4 obtain and renew all authorizations required in order for the Borrower to perform its obligations under the Agreement, any Admission Form, any Promissory Note, and/or any Letter of Instructions ;
19.2.5 maintain the goods covered by any Commercial Contract financed hereunder in good working order and insure then with financially sound and reputable insurers for risks and amounts of indemnities including for the environmental risk corresponding to the nature of the business of the Buyer in accordance with usual international practice ;
19.2.6 agree that, upon request of the Relevant Authorities and/or the Bank(s), the Bank(s) will receive an encumbrance on the assets purchased under the Commercial Contract;
19.2.7 not guarantee either as guarantor, surety or "avaliste" the obligations of any third party ;
Undertakings of the Borrower.
2.1 The Borrower hereby undertakes that:
2.1.1 Without the Lender’s prior written consent, it will not transfer its equity interest in Hangzhou Baijia, in whole or in part, to any third party, nor will it create or cause to be created any encumbrance in any form on Hangzhou Baijia’s equity interest.
2.1.2 Unless with the Lender’s prior written consent, it shall at all times effectively maintain its status as Hangzhou Baijia’s shareholder.
2.1.3 It will, upon the Lender’s request, unconditionally transfer its equity interest in Hangzhou Baijia to the Lender or any third party designated by the Lender.
2.1.4 It will comply with all laws, regulations, rules and orders from government authorities applicable to the Borrower or Hangzhou Baijia’s business activities or its assets.
2.1.5 Without the Lender’s prior written consent, it will in no way affect Hangzhou Baijia’s ordinary operation as a going concern.
2.1.6 It will comply with all other agreements, contracts or undertakings by and between the Borrower and the Lender.
