Rights and Obligations of the Two Parties. 8.1 Party A’s Rights and Obligations: 8.1.1 Party A shall withdraw and use the loan in accordance with the term and usage stipulated in the Agreement, not misappropriate or divert the loan, and consciously accept Party B’s supervision over its usage of the loan; 8.1.2 Party A shall be responsible for the authenticity, effectiveness, legitimacy, accuracy and completeness of the materials provided during the review process; 8.1.3 Party A shall consciously accept Party B’s investigations into, knowledge of and supervision over the conditions of the usage of the loan under the Agreement, the work process of the project, the project sales (presales) and lease, the usage of the loan funds and the return funds of the project; meanwhile, Party A shall be obliged to provide Party B with the relevant accounting statements in each period such as the income statement and the balance sheet etc; 8.1.4 Party A shall actively assist Party B to participate in the relevant issues such as investigations into the estimate, the budget and the final account of the project for which the loan is intended, the project tendering and the final acceptance of the completed project; 8.1.5 Party A shall repay the principle and the interest under the Agreement in accordance with the terms and conditions therein; if Party A requests to prepay all or part of the loan, it shall obtain Party B’s consent; 8.1.6 Party A shall authorize Party B to submit Party A’s enterprise credit information during the loan (or credit) term to Credit Information Center of People’s Bank of China (or other statutory financial regulators), and meanwhile authorize Party B to inquire in the aforesaid institutions and to utilize the materials such as Party A’s enterprise credit information; 8.1.7 For any Agreement, lease, remolding with the stock system, affiliation, combination, merger, joint venturing, separation, decrease of registered capital, changes in ownership, transfer of assets, external investment or any other activity which may adversely affect the realization of Party B’s rights and interests, Party A shall give a thirty-day prior notice to Party B and obtain Party B’s written consent. Otherwise, the implementation of the above actions is not allowed before the liquidation of the whole loan. 8.1.8 Should any changes take place in Party A’s domicile, contact address, business scope or legal representative etc., Party A shall give a written notice to Party B within five days after the change; 8.1.9 Should any other events which might pose dangers for Party A’s normal operations or have a material adverse effect on the obligations of repayment hereunder happen, including but not limited to being involved in material economic disputes, bankruptcy, deterioration in production business or financial situations, or being engaged in illegal activities by the legal representative or people in charge, Party A shall promptly give a written notice to Party B. 8.1.10 Under the circumstances of being out of business, dissolution, stopping business for internal rectification, revocation of business license or being revoked, Party A shall give a written notice to Party B within five days after the aforesaid events, and make sure to repay the principal and interest immediately; 8.1.11 Within the valid term of the Agreement, if Party A provides guarantee in whatever forms to a third party, it shall obtain Party B’s written consent; 8.1.12 If situations such as off production, out of business, cancellation of registration, revocation of business license, bankruptcy, deterioration in financial situations and operation loss happen to the guarantor for the loan hereunder, which causes the guarantor to lose the guarantee capacity partly or wholly, or the value of the mortgage or pledge rights for the loan hereunder is depreciated, Party A shall promptly provide other guarantees acceptable to Party B. 8.1.13 Party A hereby ensures that its production and operation as well as the related activities conform to the relevant laws and regulations, including but not limited to the industrial policy, the public finance and taxation policy, and regulatory rules on market access, environmental assessment, energy saving and emission reduction, energy consumption and pollution control, resource utilization, land and urban planning and labor security etc. If any of the aforesaid violations or risks may arise, Party A agrees that Party B shall be entitled to take the measures including but not limited to cessation of the loan, recovery of the loan ahead of schedule, disposal of the mortgaged/pledged properties ahead of schedule, and requirements for Party A to add the liability insurance with regard to energy consumption and pollution etc.; 8.1.14 If the net profit after tax in relevant fiscal year is zero or negative, or the profit after tax is insufficient to make up the accumulated loss of past fiscal years, or the profit before tax is not used to discharge any principal, interest and fees payable by Party A in the current fiscal year, or the profit before tax is insufficient to repay the principal, interest and fees of the next fiscal year, Party A may not distribute the dividends or bonus to its shareholders in whatever forms; 8.1.15 If the loan is a real estate loan, with Party B’s consent, Party A shall preferentially entrust Party B to handle mortgage loans for house buyers of the project for which the loan is intended; 8.1.16 Party A shall assume the expenses related with the Agreement and the guarantee hereunder, including but not limited to the fees charged for notarization, insurance, identification, evaluation, registration, lawyer service, transformation and storage etc. 8.2 Party B’s Rights and Obligations 8.2.1 Party B may require Party A to provide all the materials relating to the loan under the Agreement; 8.2.2 In accordance with the Agreement or the law, Party B shall be entitled to deduct directly from Party A’s accounts the principle, interest, compound interest, default interest, and any other fees payable by Party A; 8.2.3 As far as the liquidation priority is concerned, the loan between the Party A and Party B is superior to the loan from Party A's shareholders to Party A; 8.2.4 For Party A’s evasion of Party B’s supervision, default on the principal and interest of the loan or any other serious breach of the Agreement, Party B shall be entitled to impose credit sanctions, to report to the departments and entities concerned, and to collect the loan by public notice via news media; 8.2.5 Party B shall grant the loan to Party A in full amount and on schedule according to the provisions of the Agreement (with the exceptions of the delays arising from the reasons attributable to Party A); 8.2.6 Party B shall be entitled, in accordance with the requirements of Administrative Measures on Bank Credit Registration and Consultancy and Administrative Measures on Individual Credit Information Collecting, to register the loan under the Agreement and its guarantee status, and permit the relevant financial institutions to inquire the aforesaid information; 8.2.7 Party B shall keep confidential the materials and information on Party A’s debts, finance, production and operations etc. provided by Party A, unless otherwise agreed upon by the Agreement or stipulated by laws and regulations.
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Sources: Loan Agreement (Birch Branch Inc)
Rights and Obligations of the Two Parties. 8.1 2.1 During the lease period, Party A’s Rights rights and Obligationsobligations are as follows:
8.1.1 (1) Party A shall withdraw leave the Operation Company taken over by Party B on the date when this agreement comes into effect and use have all the loan in accordance with Operation Company’s business documents, business license, seals and so on kept by designated person and used regularly by Party B; anyway, Party B shall not operate under Party A’s name. Shareholders of Party A can only run important business under the term and usage stipulated in Operation Company’s name upon the Agreement, consent from Party B;
(2) Party A cannot misappropriate or divert make any decisions on the loan, and consciously accept operation of the permanent assets Party B rent without the prior written approval from Party B;
(3) Party A shall assist Party B’s supervision over its usage of the loanoperational activities according to Party B’s requirements;
8.1.2 (4) Party A shall be responsible for the authenticity, effectiveness, legitimacy, accuracy and completeness not interfere with Party B’s operational activities by making use of the materials provided during the review processshareholders’ power in whatever forms;
8.1.3 (5) Party A shall consciously accept not entrust or empower a third party except for Party B to perform the shareholders’ rights Party A has of the Operation Company without the prior written approval from Party B’s investigations into;
(6) Party A cannot entrust, knowledge of and supervision over in whatever forms, a third party except for Party B to sell or pledge the conditions of property Party B rent without the usage of the loan under the Agreement, the work process of the project, the project sales prior written approval from Party B;
(presales7) and lease, the usage of the loan funds and the return funds of the project; meanwhile, Party A shall be obliged to provide Party B not unilaterally terminate this agreement in advance with the relevant accounting statements in each period such as the income statement and the balance sheet etcany reasons;
8.1.4 (8) Other rights and obligations Party A shall actively assist Party B to participate in have stipulated by this agreement.
2.2 During the relevant issues such as investigations into the estimatelease period, the budget and the final account of the project for which the loan is intended, the project tendering and the final acceptance of the completed project;
8.1.5 Party A shall repay the principle and the interest under the Agreement in accordance with the terms and conditions therein; if Party A requests to prepay all or part of the loan, it shall obtain Party B’s consent;
8.1.6 Party A shall authorize Party B to submit Party A’s enterprise credit information during the loan (or credit) term to Credit Information Center of People’s Bank of China (or other statutory financial regulators), and meanwhile authorize Party B to inquire in the aforesaid institutions and to utilize the materials such as Party A’s enterprise credit information;
8.1.7 For any Agreement, lease, remolding with the stock system, affiliation, combination, merger, joint venturing, separation, decrease of registered capital, changes in ownership, transfer of assets, external investment or any other activity which may adversely affect the realization of Party B’s rights and interests, Party A shall give a thirty-day prior notice to obligations are as follows:
(1) Party B shall have independent, comprehensive and obtain Party B’s written consent. Otherwise, exclusive rights on the implementation operation and management of the above actions is not allowed before the liquidation of the whole loan.rent permanent assets;
8.1.8 Should any changes take place in Party A’s domicile, contact address, business scope or legal representative etc., Party A shall give a written notice to (2) Party B within five days after shall have comprehensive and exclusive depositional rights on the changeoperational current assets during the lease period;
8.1.9 Should any other events which might pose dangers for (3) Party A’s normal operations or have a material adverse effect on B shall take all the obligations of repayment hereunder happenincome, including but not limited to being involved in material economic disputes, bankruptcy, deterioration in production business or financial situations, or being engaged in illegal activities profits produced by the legal representative or people in charge, Party A shall promptly give a written notice to Party B.
8.1.10 Under the circumstances of being out of business, dissolution, stopping business for internal rectification, revocation of business license or being revoked, Party A shall give a written notice to Party B within five days after the aforesaid events, and make sure to repay the principal and interest immediately;
8.1.11 Within the valid term of the Agreement, if Party A provides guarantee in whatever forms to a third party, it shall obtain Party B’s written consent;
8.1.12 If situations such as off production, out of business, cancellation of registration, revocation of business license, bankruptcy, deterioration in financial situations and operation loss happen to the guarantor for the loan hereunder, which causes the guarantor to lose the guarantee capacity partly or wholly, or the value of the mortgage or pledge rights for the loan hereunder is depreciated, Party A shall promptly provide other guarantees acceptable to Party B.
8.1.13 Party A hereby ensures that its production and operation rent equipments as well as deficits during the related activities conform to the relevant laws and regulations, including but not limited to the industrial policy, the public finance and taxation policy, and regulatory rules on market access, environmental assessment, energy saving and emission reduction, energy consumption and pollution control, resource utilization, land and urban planning and labor security etc. If any of the aforesaid violations or risks may arise, Party A agrees that lease period;
(4) Party B shall be entitled to take appoint finance officers and other managing personnel and executing personnel in the measures including but not limited to cessation of the loan, recovery of the loan ahead of schedule, disposal of the mortgaged/pledged properties ahead of schedule, and requirements for Party A to add the liability insurance with regard to energy consumption and pollution etc.Operation Company;
8.1.14 If the net profit after tax in relevant fiscal year is zero or negative, or the profit after tax is insufficient to make up the accumulated loss of past fiscal years, or the profit before tax is not used to discharge any principal, interest (5) Other rights and fees payable by Party A in the current fiscal year, or the profit before tax is insufficient to repay the principal, interest and fees of the next fiscal year, Party A may not distribute the dividends or bonus to its shareholders in whatever forms;
8.1.15 If the loan is a real estate loan, with Party B’s consent, Party A shall preferentially entrust Party B to handle mortgage loans for house buyers of the project for which the loan is intended;
8.1.16 Party A shall assume the expenses related with the Agreement and the guarantee hereunder, including but not limited to the fees charged for notarization, insurance, identification, evaluation, registration, lawyer service, transformation and storage etc.
8.2 Party B’s Rights and Obligations
8.2.1 Party B may require Party A to provide all the materials relating to the loan under the Agreement;
8.2.2 In accordance with the Agreement or the law, obligations Party B shall be entitled to deduct directly from Party A’s accounts the principle, interest, compound interest, default interest, and any other fees payable by Party A;
8.2.3 As far as the liquidation priority is concerned, the loan between the Party A and Party B is superior to the loan from Party A's shareholders to Party A;
8.2.4 For Party A’s evasion of Party B’s supervision, default on the principal and interest of the loan or any other serious breach of the Agreement, Party B shall be entitled to impose credit sanctions, to report to the departments and entities concerned, and to collect the loan by public notice via news media;
8.2.5 Party B shall grant the loan to Party A in full amount and on schedule according to the provisions of the Agreement (with the exceptions of the delays arising from the reasons attributable to Party A);
8.2.6 Party B shall be entitled, in accordance with the requirements of Administrative Measures on Bank Credit Registration and Consultancy and Administrative Measures on Individual Credit Information Collecting, to register the loan under the Agreement and its guarantee status, and permit the relevant financial institutions to inquire the aforesaid information;
8.2.7 Party B shall keep confidential the materials and information on Party A’s debts, finance, production and operations etc. provided by Party A, unless otherwise agreed upon by the Agreement or have stipulated by laws and regulationsthis agreement.
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