Common use of Representations and Warranties by Party A Clause in Contracts

Representations and Warranties by Party A. 1.1 Party A is the complete, valid and legal owner or government-authorized manager of the Mortgage hereunder; this Mortgage is free of any dispute over the ownership or management right. 1.2 If the obligations under the Main Contracts are loans, Party A fully understands the intended uses of loans borrowed by the Borrower under the Main Contracts; if the obligations under the Main Contracts are the obligations under the Bank Acceptance Agreement, Party A fully understands the intended use of the bank acceptance ▇▇▇▇ of the Applicant under the Main Contracts; if the obligations of the Main Contracts are the obligations under the Opening Guarantee Agreement, Party A fully understands the use of the letter of guarantee of the Applicant under the Main Contracts; if the obligations under the Main Contracts are trade finance, Party A fully understands the actual use of the trade finance of the Debtor under the Main Contracts. Party A acknowledges that the basic transactions on which the bank acceptance ▇▇▇▇, the letter of guarantee and financing are based are true and free of fraud. Party A provides the Debtor under the Main Contracts with mortgage guarantee fully at his own will and all of his declarations of intention hereunder are true. 1.3 Party A has given full and reasonable explanations of the defects of the Mortgage hereunder. 1.4 The Mortgage hereunder can be legally mortgaged. 1.5 The Mortgage hereunder is free of any limitation. 1.6 The Mortgage hereunder is not lawfully seized, detained or controlled. 1.7 If the Mortgage hereunder is already leased out in part or in whole, Party A promises to inform the lessee of this Mortgage and will in writing notify Party B of the lease. 1.8 When the Debtor fails to perform his obligations as agreed in the Main Contracts, Party B shall have the right to directly request Party A to bear the guarantee obligations within the scope of guarantee and Party A waives the right of defense, no matter whether or not Party B owns any other guarantees for the creditor’s rights under the Main Contracts (including but not limited to such guarantee means as warranty, mortgage, pledge, letter of guarantee, standby letter of credit, etc). 1.9 Party A clearly understands the scope of business of Party B. 1.10 If the obligations under the Main Contracts are denominated in any foreign currency while the Mortgage is disposed or the insurance compensation is made in RMB, Party A hereby authorizes Party B to pay off obligations by converting the obligations as per the selling foreign exchange rate published by ICBC on the date of deduction and purchasing foreign exchange (and arbitraging foreign exchange) as per relevant governmental rules.

Representations and Warranties by Party A. 1.1 Party A is the complete, valid and legal owner or government-authorized manager of the Mortgage hereunder; this Mortgage is free of any dispute over the ownership or management right. 1.2 If the obligations under the Main Contracts are loans, Party A fully understands the intended uses of loans borrowed by the Borrower under the Main Contracts; if the obligations under the Main Contracts are the obligations under the Bank Acceptance Agreement, Party A fully understands the intended use of the bank acceptance ▇▇▇▇ of the Applicant under the Main Contracts; if the obligations of the Main Contracts are the obligations under the Opening Guarantee Agreement, Party A fully understands the use of the letter of guarantee of the Applicant under the Main Contracts; if the obligations under the Main Contracts are trade finance, Party A fully understands the actual use of the trade finance of the Debtor under the Main Contracts. Party A acknowledges that the basic transactions on which the bank acceptance ▇▇▇▇, the letter of guarantee and financing are based are true and free of fraud. Party A provides the Debtor under the Main Contracts with mortgage guarantee fully at his own will and all of his declarations of intention hereunder are true. 1.3 Party A has given full and reasonable explanations of the defects of the Mortgage hereunder. 1.4 The Mortgage hereunder can be legally mortgaged. 1.5 The Mortgage hereunder is free of any limitation. 1.6 The Mortgage hereunder is not lawfully seized, detained or controlled. 1.7 If the Mortgage hereunder is already leased out in part or in whole, Party A promises to inform the lessee of this Mortgage and will in writing notify Party B of the lease. 1.8 When the Debtor fails to perform his obligations as agreed in the Main Contracts, Party B shall have the right to directly request Party A to bear the guarantee obligations within the scope of guarantee and Party A waives the right of defense, no matter whether or not Party B owns any other guarantees for the creditor’s rights under the Main Contracts (including but not limited to such guarantee means as warranty, mortgage, pledge, letter of guarantee, standby letter of credit, etc). 1.9 13.1 Party A clearly understands the business scope of business and authorization limit of Party B. 1.10 If 13.2 Party A has read this Contract and the obligations Master Agreement. Party B, upon Party A’s request, has explained the terms under this Contract and the Main Contracts are denominated Master Agreement. Party A fully understands their meanings and corresponding legal consequences of this Contract and the Master Agreement. 13.3 Party A is qualified to act as a mortgagor, and the security hereunder is in any foreign currency while the Mortgage is disposed or the insurance compensation is made in RMBaccordance with laws, regulations, rules, Party A’s articles of association or other internal constitutional documents and has been approved by its internal authority and/or competent state authorities. Party A hereby authorizes shall be liable for any and all consequences resulting from its incapability or lack of qualifications or authority to execute this Contract, including without limitation full compensations for any and all losses of Party B. 13.4 Party A acknowledges that it fully understands the Debtor’s situation including without limitation assets, debts, operation, creditworthiness and reputation, and its qualification and authority for execution of the Master Agreement, as well as all provisions thereunder. 13.5 Party A owns or has the right to dispose of the Mortgaged Properties in accordance with the applicable laws. The Mortgaged Properties are neither public facilities nor properties prohibited from being sold or transferred. No ownership or title disputes are subsisting with respect to the Mortgaged Properties. 13.6 The Mortgaged Properties are not co-owned by Party A with others, or if there are other co-owner(s), such co-owner(s) have given their written consent to the grant and creation of this Mortgage. 13.7 Other than those notified to Party B in writing, the Mortgaged Properties are free of any flaw or encumbrance, including without limitation, (i) the transfer of the Mortgaged Properties is restricted; or (ii) the Mortgaged Properties have been seized, impounded or subjected to pay off custody of authorities, lease or lien; or (iii) there exist unpaid debts in relation to the Mortgaged Properties, including purchasing price, maintenance expenses, construction costs, tax, government levies for the granting of state-owned land use rights or compensation payments etc., which are due and unpaid; or (iv) the Mortgaged Properties have been used as security for the benefit of a third party. 13.8 All the data and information pertaining to the Mortgaged Properties provided by Party A to Party B are authentic, legitimate, accurate and complete. 13.9 The grant of this Mortgage by Party A does not prejudice any third party’s legal interests or violate any statutory or contractual obligations by converting the obligations as per the selling foreign exchange rate published by ICBC on the date of deduction and purchasing foreign exchange (and arbitraging foreign exchange) as per relevant governmental rules.Party A.