Common use of Undertakings by the Pledgors and Party C Clause in Contracts

Undertakings by the Pledgors and Party C. 6.1. During the Term of Pledge, the Pledgors and Party C severally and jointly undertake to the Pledgee that: 6.1.1. Without the prior written consent of the Pledgee, the Pledgors shall not transfer the Pledged Equity Interest, create or permit to be created any security interest or other encumbrances on the Pledged Equity Interest, except for the performance of the Transaction Documents. 6.1.2. The Pledgors and Party C shall comply with the provisions of all the laws and regulations relating to the pledge of rights, and shall, within five (5) days upon receipt of any notice, order or recommendation issued or promulgated by the relevant competent authorities regarding the Pledge, present such notice, order or recommendation to the Pledgee, and concurrently comply with such notice, order or recommendation, or object thereto upon the reasonable request or consent of the Pledgee. 6.1.3. The Pledgors and Party C shall promptly notify the Pledgee of any event or notice received by the Pledgors that may have an impact on the Pledged Equity Interest or any portion thereof, and that may change any undertakings and obligations of the Pledgors hereunder or may have an impact on the fulfillment of any obligations by the Pledgors hereunder. 6.1.4. Party C shall complete its business term extension registration formalities three (3) months prior to the expiry of its business term such that the validity of this Agreement shall be maintained. 6.2. The Pledgors agree that the rights granted to the Pledgee in respect of the Pledge hereunder shall not be interrupted or harmed by any legal procedure initiated by the Pledgors, any successors of the Pledgors or their entrusting party or any other persons. 6.3. The Pledgors undertake to the Pledgee that in order to protect or perfect the security for the Contractual Obligations and the Secured Indebtedness under this Agreement, the Pledgors shall execute in good faith and cause other parties who have interests in the Pledge to execute all the certificates of rights, agreements, and/or perform and procure other parties who have interests in the Pledge to perform acts as required by the Pledgee, facilitate the exercise of the Pledgee’s rights granted hereunder and enter into all relevant documents regarding ownership of the Pledged Equity Interest with the Pledgee or any person (individuals or legal persons) designated by the Pledgee, as well as provide the Pledgee with all notices, orders and decisions regarding the Pledge as required by the Pledgee within a reasonable period of time. 6.4. The Pledgors hereby undertake to the Pledgee to comply with and perform all the undertakings, representations and warranties and terms hereunder. In the event that the Pledgors fail to perform or fail to fully perform such undertakings, representations and warranties and terms hereunder, the Pledgors shall indemnify the Pledgee against all the losses resulting therefrom.

Undertakings by the Pledgors and Party C. 6.1. During the Term of Pledge, the Pledgors and Party C severally and jointly undertake to the Pledgee that: 6.1.1. Without the prior written consent of the Pledgee, the Pledgors shall not transfer the Pledged Equity Interest, create or permit to be created any security interest or other encumbrances on the Pledged Equity Interest, except for the performance of the Transaction Documents.Exclusive Option Agreement signed by the Pledgee, the Pledgors and Party C. 6.1.2. The Pledgors and Party C shall comply with the provisions of all the laws and regulations relating to the pledge of rights, and shall, within five (5) days upon receipt of any notice, order or recommendation issued or promulgated by the relevant competent authorities regarding the Pledge, present such notice, order or recommendation to the Pledgee, and concurrently comply with such notice, order or recommendation, or object thereto upon the reasonable request or consent of the Pledgee.; 6.1.3. The Pledgors and Party C shall promptly notify the Pledgee of any event or notice received by the Pledgors that may have an impact on the Pledged Equity Interest or any portion thereof, and that may change any undertakings and obligations of the Pledgors hereunder or may have an impact on the fulfillment of any obligations by the Pledgors hereunder. 6.1.4. Party C shall complete its business term extension registration formalities three (3) months prior to the expiry of its business term such that the validity of this Agreement shall be maintained. 6.2. The Pledgors agree that the rights granted to the Pledgee in respect of the Pledge hereunder shall not be interrupted or harmed by any legal procedure initiated by the Pledgors, any successors of the Pledgors or their entrusting party or any other persons. 6.3. The Pledgors undertake to the Pledgee that in order to protect or perfect the security in this Agreement for the Contractual Obligations consulting service fee, loan and other fees provided under the Secured Indebtedness under this Controlling Agreement, the Pledgors shall execute in good faith and cause other parties who have interests in the Pledge to execute all the certificates of rights, agreements, and/or perform and procure other parties who have interests in the Pledge to perform acts as required by the Pledgee, facilitate the exercise of the Pledgee’s rights granted hereunder and enter into all relevant documents regarding ownership of the Pledged Equity Interest with the Pledgee or any person (individuals or legal persons) designated by the Pledgee, as well as provide the Pledgee with all notices, orders and decisions regarding the Pledge as required by the Pledgee within a reasonable period of time. 6.4. The Pledgors hereby undertake to the Pledgee to that the Pledgors will comply with and perform all the undertakings, representations and warranties and terms hereunder. In the event that the Pledgors fail to perform or fail to fully perform such undertakings, representations and warranties and terms hereunder, the Pledgors shall indemnify the Pledgee against all the losses resulting therefrom. 6.5. Subject to relevant laws and regulations in China, the Pledge under this Agreement is a continuing guarantee, and during the term of this Agreement it will remain completely effective and valid. The Pledge under this Agreement shall not be affected even if the Pledgors change the organization or position, or offset occurs among the Parties, or due to occurrence of any other events. 6.6. Without the prior written consent of the Pledgee, the Pledgors and Party C shall not by themselves or assist others to increase, decrease, or transfer the registered capital of Party C or its subsidiaries (or the Pledgors’ capital contribution to Party C), set encumbrances over them, change or terminate the existing business of Party C and/or its subsidiaries and branches, and sell or dispose of all or most of the goodwill or assets of Party C and/or its subsidiaries and branches. 6.7. Unless there is a prior written contrary instruction of the Pledgee, the Pledgors and Party C agree to ensure the transferee of the Pledged Equity Interest should acknowledge the Pledge and perform necessary registration procedures of the Pledge change (including but not limited to sign relevant documents) in order to make sure the existence of the Pledge, given that all or part of the Pledged Equity Interest has been transferred to any third party by violation of this Agreement (including division and inheritance).