Common use of Undertakings of the Borrower Clause in Contracts

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 board of directors of the Borrower Company to not approve without the prior written consent of the Lender the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person; 3.2.6 Immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration, or administrative proceedings relating to the Borrower Equity Interest; 3.2.7 To the extent necessary to maintain the ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or make necessary and appropriate defenses against all claims; 3.2.8 Without the prior written consent of the Lender, refrain from any action/omission that may have material impact on the assets, business and liabilities of the Borrower Company; 3.2.9 Appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender; 3.2.10 To the extent permitted by the PRC Laws, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the designee(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section; 3.2.11 To the extent permitted by PRC Laws, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to unconditionally and promptly transfer to the Lender or the designee(s) all of the equity interest held by such shareholders in the Borrower Company at any time, and the Borrower hereby waives its right of first refusal with respect to the share transfer described in this Section; 3.2.12 In the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the terms and conditions of the Exclusive Call Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and 3.2.13 Not to supplement, alter or amend in any way the Borrower’s constitutional documents, increase or reduce its registered capital, or change its share capital structure in any way without the Lender’s prior written consent.

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 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 board of directors of the Borrower Company to not approve without the prior written consent of the Lender the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person; 3.2.6 Immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration, or administrative proceedings relating to the Borrower Equity Interest; 3.2.7 To the extent necessary to maintain the ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or make necessary and appropriate defenses against all claims; 3.2.8 Without the prior written consent of the Lender, refrain from any action/omission that may have material impact on the assets, business and liabilities of the Borrower Company; 3.2.9 Appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender; 3.2.10 To the extent permitted by the PRC Laws, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the designee(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section; 3.2.11 To the extent permitted by PRC Laws, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to unconditionally and promptly transfer to the Lender or the designee(s) all of the equity interest held by such shareholders in the Borrower Company at any time, and the Borrower hereby waives its right of first refusal with respect to the share transfer described in this Section; 3.2.12 In the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the terms and conditions of the Exclusive Call Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and 3.2.13 Not to supplement, alter or amend in any way the Borrower’s constitutional documents, increase or reduce its registered capital, or change its share capital structure in any way without the Lender’s prior written consent.

Undertakings of the Borrower. 3.1 5.1 The Borrower hereby undertakes with the Subscriber (and the Subscriber shall at the Borrower's request do all such things as are reasonable and necessary and within its power to assist the shareholder Borrower with such undertakings) as follows: (a) as soon as practicable following the date of the Borrow Companyoriginal Subscription Agreement (and in any event not later than 9 October 2001) to deliver to the Subscriber for approval a draft business plan for the Company (the "DRAFT") with the objective of increasing revenue and decreasing costs and expenses substantially. To the extent that the Subscriber disagrees with the Draft so delivered it shall notify the Borrower within 5 business days of receipt of the Draft giving details of its disagreement. When the Draft (amended as necessary to address any material disagreement of the Subscriber) has been approved in writing by the Subscriber (the "BUSINESS PLAN") it shall be adopted and implemented by the Company PROVIDED THAT any business plan provided by the Borrower in accordance with the original Subscription Agreement (in accordance with its terms) shall be sufficient to satisfy the undertaking to deliver a business plan in this paragraph 5.1(a); (b) it will not, irrevocably undertakes that during at any time following the valid term date of this Agreementthe original Subscription Agreement and prior to the adoption of the Business Plan, (i) incur any material expenditure other than expenditure of a recurring nature in the ordinary course of business; (ii) incur or agree to incur or assume any liability of more than Pound Sterling10,000; and (iii) take any action which would be inconsistent with the objective of increasing revenue and decreasing costs and expenses substantially, in each case without the agreement of a SIL Director (as defined in the shareholders' agreement between the Subscriber, the Borrower will cause and others and dated July 28, 2000 (the "SHAREHOLDERS AGREEMENT")); (c) at all times following adoption of the Business Plan, to observe and comply with its terms save to the extent as may otherwise be agreed between the Borrower Company and the Subscriber; (d) to : 3.1.1 Strictly comply with ensure that the provisions under Subscriber and its authorised representatives shall be allowed access at all reasonable times to examine the Exclusive Call Option Agreement to which the Borrower Company is a party books and refrain from any act/omission that would affect the validity and enforceability records of the Exclusive Call Option Agreement. 3.1.2 At Company and any of its subsidiaries to enable the request of Subscriber to determine whether 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/agreementsConditions Precedent specified in paragraph 2 have been satisfied; 3.1.3 Provide (e) forthwith to notify the Lender with all of its operational and financial information upon the request of the Lender; 3.1.4 Notify the Lender immediately Subscriber of any material litigation, arbitration or administrative proceedings which have been brought or (to its knowledge) threatened against the Borrower; (f) as soon as it becomes aware of the same, to notify the Subscriber of any occurrence which could materially and adversely affect the ability of the Borrower to perform its obligations under this Letter; (g) not to grant any Security Interest (as defined in sub-paragraph 6.1(b) below) over any of its assets and will ensure that have occurred its obligations under this Letter at all times rank at least pari passu with all liabilities of the Borrower, save for any statutory preference applicable on the winding-up of the Borrower; (h) forthwith to notify the Subscriber of any fact or may occur circumstance likely to constitute an Event of Default (as defined in connection with its assets, operations and revenuesthe Loan Notes); 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 (i) to maintain the specific business scope of at all times sufficient authorised but unissued share capital to comply in full with 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 board of directors of the Borrower Company to not approve without the prior written consent of the Lender the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person; 3.2.6 Immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration, or administrative proceedings relating to the Borrower Equity Interest; 3.2.7 To the extent necessary to maintain the ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or make necessary and appropriate defenses against all claims; 3.2.8 Without the prior written consent of the Lender, refrain from any action/omission that may have material impact on the assets, business and liabilities of the Borrower Company; 3.2.9 Appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender; 3.2.10 To the extent permitted by the PRC Laws, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the designee(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section; 3.2.11 To the extent permitted by PRC Laws, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to unconditionally and promptly transfer to the Lender or the designee(s) all of the equity interest held by such shareholders in the Borrower Company at any time, and the Borrower hereby waives its right of first refusal with respect to the share transfer described in this Section; 3.2.12 In the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the terms and conditions of the Exclusive Call Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and 3.2.13 Not to supplement, alter or amend in any way the Borrower’s constitutional documents, increase or reduce its registered capital, or change its share capital structure in any way without the Lender’s prior written consentNotes.

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 his/her 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 board of directors of the Borrower Company to not approve without the prior written consent of the Lender the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person; 3.2.6 Immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration, or administrative proceedings relating to the Borrower Equity Interest; 3.2.7 To the extent necessary to maintain the ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or make necessary and appropriate defenses against all claims; 3.2.8 Without the prior written consent of the Lender, refrain from any action/omission that may have material impact on the assets, business and liabilities of the Borrower Company; 3.2.9 Appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender; 3.2.10 To the extent permitted by the PRC Laws, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the designee(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section; 3.2.11 To the extent permitted by PRC Laws, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to unconditionally and promptly transfer to the Lender or the designee(s) all of the equity interest held by such shareholders in the Borrower Company at any time, and the Borrower hereby waives its right of first refusal with respect to the share transfer described in this Section; 3.2.12 In the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the terms and conditions of the Exclusive Call Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and 3.2.13 Not to supplement, alter or amend in any way the Borrower’s constitutional documents, increase or reduce its registered capital, or change its share capital structure in any way without the Lender’s prior written consent.

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 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 effort 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 board of directors of the Borrower Company to not approve without the prior written consent of the Lender the merger or consolidation of the Borrower Company with any person, or its acquisition of or investment in any person; 3.2.6 Immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration, or administrative proceedings relating to the Borrower Equity Interest; 3.2.7 To the extent necessary to maintain the ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or make necessary and appropriate defenses against all claims; 3.2.8 Without the prior written consent of the Lender, refrain from any action/omission that may have material impact on the assets, business and liabilities of the Borrower Company; 3.2.9 Appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender; 3.2.10 To the extent permitted by the PRC Laws, at the request of the Lender at any time, promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender or the designee(s) at any time, and cause the other shareholders of the Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section; 3.2.11 To the extent permitted by PRC Laws, at the request of the Lender at any time, cause the other shareholders of the Borrower Company to unconditionally and promptly transfer to the Lender or the designee(s) all of the equity interest held by such shareholders in the Borrower Company at any time, and the Borrower hereby waives its right of first refusal with respect to the share transfer described in this Section; 3.2.12 In the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the terms and conditions of the Exclusive Call Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and 3.2.13 Not to supplement, alter or amend in any way the Borrower’s constitutional documents, increase or reduce its registered capital, or change its share capital structure in any way without the Lender’s prior written consent.