Common use of Representations and Warranties of the Pledgor Clause in Contracts

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee that 7.1 He is a natural person of full capacity for civil acts according to the PRC Laws, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can sue and be sued independently. 7.2 All reports, documents and information provided by them before effectiveness of this Agreement with respect to the Pledgor and all matters required by this Agreement are true, correct, complete and not misleading in all material respects when this Agreement becomes effective. 7.3 All reports, documents and information provided by them after effectiveness of this Agreement with respect to the Pledgor and all matters required by this Agreement are true and valid in all material respects when they are provided. 7.4 When this Agreement becomes effective, the Pledgor is the sole legal owner of the Pledged Equity Interest and there is not any pending or potential dispute over the title to the Pledged Equity Interest or any third party’s claim. The Pledgor has the right to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except for the security interest created over the Pledged Equity Interest under this Agreement or any right created under the Transaction Agreements, there is not any other security interest, any third party’s interest and other restrictions over the Pledged Equity Interest. 7.6 The Pledged Equity Interest may be pledged and transferred legally, and the Pledgor has full right and power to pledge the Pledged Equity Interest in favor of the Pledgee according to the provisions hereof. 7.7 This Agreement shall constitute legal, valid and binding obligations of the Pledgor after the Pledgor properly signs it. 7.8 Except for the equity interest pledge registration with the competent market regulation administration, any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority required by execution and performance of this Agreement and the Pledge of Equity Interest under this Agreement have been obtained or completed, and shall remain fully valid during the term of this Agreement. 7.9 The execution and performance by the Pledgor of this Agreement shall not violate or contradict to any law applicable to him, any agreement to which he is a party or by which he is bound, or any court’s decision, arbitrator’s award, or any administrative authority’s decision. 7.10 The pledge hereunder constitutes the firs-rank security interest over the Pledged Equity Interest. 7.11 All taxes and fees payable on the Pledged Equity Interest have been fully paid by the Pledgor. 7.12 There is no pending or, to the knowledge of the Pledgor, threatened litigation, legal proceeding or claim at any court, arbitral tribunal or government or administrative authority against the Pledgor or his property or the Pledged Equity Interest that will have material or adverse effect on the Pledgor’ economic condition or his ability to perform the obligations or the security liabilities hereunder. 7.13 The Pledgor hereby warrants to the Pledgee that the above representations and warranties are true and correct and will be fully complied with before the Contractual Obligations are fully performed or the Secured Debts are fully repaid.

Representations and Warranties of the Pledgor. The In favor of the Pledgee, the Pledgor represents makes the following representations and warrants warranties to the Pledgee, each of which shall be true, accurate and sufficient: (1) the Pledgor undertakes that it has the capacity to enter into this Agreement. Unless otherwise provided for in this Agreement, the Pledgor has obtained authorization or approval necessary for the execution and performance of this Agreement, including but not limited to written documents of other shareholders of the Target Company consenting to the pledge of the Pledged Equity; (2) the Pledgor undertakes that all certificates, documents, materials and information provided to the Pledgee that 7.1 He is a natural person for the execution and performance of full capacity for civil acts according to the PRC Laws, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can sue and be sued independently. 7.2 All reports, documents and information provided by them before effectiveness of this Agreement with respect to the Pledgor and all matters required by this Agreement are true, correctaccurate and sufficient without concealment or cheat; (3) the Pledgor’s execution, complete delivery and not misleading in all material respects when this Agreement becomes effective. 7.3 All reports, documents and information provided by them after effectiveness performance of this Agreement with respect do not violate provisions of any law applicable to the Pledgor and all matters required or any valid agreement by this Agreement are true and valid in all material respects when they are provided.which it or its property is bound; 7.4 When this Agreement becomes effective, (4) the Pledgor is the sole legal owner of the Pledged Equity Interest has lawful and there is not any pending or potential dispute over the good title to the Pledged Equity Interest or any third party’s claim. The Pledgor has and the right to dispose of the Pledged Equity Interest Equity, as well as other right and interests therein and no mortgage, pledge or any part thereof.other encumbrance is created on the Pledged Equity; 7.5 Except for (5) each of the security interest created over Pledgor and other shareholders of the Target Company shall have made full capital contribution under the Pledged Equity Interest under this Agreement or without any right created under circumstance that may affect the Transaction Agreements, there is not any other security interest, any third party’s interest and other restrictions over value of the Pledged Equity Interest.such as withdrawal or false contribution of capital; 7.6 The Pledged Equity Interest may be pledged and transferred legally, and the Pledgor has full right and power to pledge (6) the Pledged Equity Interest in favor is not subject to property preservation or enforcement measures such as seizure, freezing or attachment, nor is it the subject of any lawsuit, arbitration or administrative proceedings , and none of any of the Pledgee according to the provisions hereof. 7.7 This Agreement shall constitute legal, valid and binding obligations of the Pledgor foregoing circumstances will occur after the Pledgor properly signs it. 7.8 Except for the equity interest pledge registration with the competent market regulation administration, any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority required by execution and performance of this Agreement and the Pledge of Equity Interest under this Agreement have been obtained or completed, and shall remain fully valid Agreement; (7) during the term of this Agreement. 7.9 The execution and performance by the pledge, the Pledgor of this Agreement shall actively enforce a rights issue and shall not violate give up shares given, converted or contradict issued. The Pledgor undertakes that it shall pay consideration for the rights issue and cooperate with the Pledgee in completing the pledge formalities of new shares; (8) notwithstanding the pledge hereunder, the Pledgor and the target company shall remain liable for complying with and performing all obligations under the articles of association and/or relevant laws and approvals of Governmental Authorities with respect to any law applicable to him, any agreement to which he is a party or by which he is bound, or any court’s decision, arbitrator’s award, or any administrative authority’s decision. 7.10 The pledge hereunder constitutes the firs-rank security interest over the Pledged Equity InterestEquity. 7.11 All taxes and fees payable on the Pledged Equity Interest have been fully paid by the Pledgor. 7.12 There is no pending or, to the knowledge of the Pledgor, threatened litigation, legal proceeding or claim at any court, arbitral tribunal or government or administrative authority against the Pledgor or his property or the Pledged Equity Interest that will have material or adverse effect on the Pledgor’ economic condition or his ability to perform the obligations or the security liabilities hereunder. 7.13 The Pledgor hereby warrants to the Pledgee that the above representations and warranties are true and correct and will be fully complied with before the Contractual Obligations are fully performed or the Secured Debts are fully repaid.

Representations and Warranties of the Pledgor. 7.1 The Pledgor represents legally owns the rights under the pledged collateral, which has no dispute on ownership, and warrants has been approved by the decision-making department of the Pledgor to provide guarantee with such rights. 7.2 Except for the pledge set up herein and that disclosed to the Pledgee that 7.1 He is a natural person of full capacity for civil acts according by the Pledgor prior to the PRC Laws, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can sue and be sued independently. 7.2 All reports, documents and information provided by them before effectiveness execution of this Agreement with respect to the Pledgor and all matters required by this Agreement are true, correct, complete and not misleading in all material respects when this Agreement becomes effective. 7.3 All reports, documents and information provided by them after effectiveness of this Agreement with respect to the Pledgor and all matters required by this Agreement are true and valid in all material respects when they are provided. 7.4 When this Agreement becomes effectiveagreement, the Pledgor is the sole legal owner of the Pledged Equity Interest and there is not any pending or potential dispute over the title to the Pledged Equity Interest or any third party’s claim. The Pledgor has the right to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except for the security interest created over the Pledged Equity Interest under this Agreement or any right created under the Transaction Agreements, there is not pledged collateral hereunder doesn’t set up any other security interest, any third party’s interest and other restrictions over guarantees; the Pledged Equity Interest. 7.6 The Pledged Equity Interest may pledged collateral must be pledged and transferred legallyundisputed, and the Pledgor needs to provide the Pledgee with the original of the document which proves the Pledgor enjoys the claim or right to earnings. 7.3 The Pledgor has full completed the internal authorization procedures necessary to execute this agreement, which are legitimate and effective. 7.4 The right of charge hereunder will not expire prior to the maturity date of the lease term as provided in the Master Contract, and power the accounts receivable, if pledged, shall not be transferred without the consent of the Pledgee. 7.5 All the documents and materials provided by the Pledgor to the Pledgee are real, accurate and complete; 7.6 The Pledgor warrants that it has established an effective management organization and improved related management system for the purpose of managing charge of the pledged collateral, and that the work in relation to fund remittance and transfer has been completed. 7.7 During the period of pledge as provided herein, where the pledge needs change registration or pledge registration needs to be rehandled, the Pledgor shall cooperate with the Pledgee in accordance with related provisions. 7.8 During the period of pledge as provided herein, without prior written consent of the Pledgee, the Pledgor shall not set up any other guarantee or encumbrance on the pledged collateral separately. 7.9 When the Pledgee and the Pledgor change the Master Contract by reaching an agreement, the Pledgor undertakes to continue to perform the liability to guarantee unconditionally with the pledged collateral herein to the extent of its obligations under the Master Contract after change. When the Pledgee transfers the claim under the Master Contract to the third party, the Pledgor undertakes to continue to perform the liability to pledge the Pledged Equity Interest in favor of the Pledgee according guarantee subject to the provisions hereof. 7.7 This Agreement shall constitute legal, valid and binding obligations of the Pledgor after the Pledgor properly signs it. 7.8 Except for the equity interest pledge registration with the competent market regulation administration, any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority required by execution and performance of this Agreement and the Pledge of Equity Interest under this Agreement have been obtained or completed, and shall remain fully valid during the term of this Agreementagreement. 7.9 The execution and performance by the Pledgor of this Agreement shall not violate or contradict to any law applicable to him, any agreement to which he is a party or by which he is bound, or any court’s decision, arbitrator’s award, or any administrative authority’s decision. 7.10 The pledge hereunder constitutes the firs-rank security interest over the Pledged Equity Interest. 7.11 All taxes and fees payable on the Pledged Equity Interest have been fully paid by the Pledgor. 7.12 There is no pending or, to the knowledge of the Pledgor, threatened litigation, legal proceeding or claim at any court, arbitral tribunal or government or administrative authority against the Pledgor or his property or the Pledged Equity Interest that will have material or adverse effect on the Pledgor’ economic condition or his ability to perform the obligations or the security liabilities hereunder. 7.13 The Pledgor hereby warrants to the Pledgee that the above representations and warranties are true and correct and will be fully complied with before the Contractual Obligations are fully performed or the Secured Debts are fully repaid.

Representations and Warranties of the Pledgor. The Pledgor hereby represents and warrants warrant to the Pledgee thatPledgee: 7.1 He The Pledgor is duly incorporated and validly existing as a natural person of full capacity for civil acts according to company in good standing under the PRC Laws, Chinese Law with independent legal personality; has full complete and separate independent legal status and legal capacity to executesign, deliver and perform execute this Agreement, Agreement and can sue and be sued independentlybecome an independent subject of litigation. 7.2 All reportsthe documents, documents files and information provided by them the Pledgor to the Pledgee before effectiveness the Effective Date of this Agreement with respect to the Pledgor and all matters as required by this Agreement are true, correct, complete true and not misleading in all material respects when this Agreement becomes effectivevalid. 7.3 All reportsthe documents, documents files and information provided by them the Pledgor to the Pledgee after effectiveness the Effective Date of this Agreement with respect to the Pledgor and all matters as required by this Agreement are true and valid in all material respects when they are providedvalid. 7.4 When this Agreement becomes effective, the The Pledgor is the sole legal and lawful owner of the Pledged Equity Interest pledged equity when this Agreement is signed, and there is not any pending or potential no dispute over the title to the Pledged Equity Interest or any third party’s claimpledged equity. The Pledgor has the right is entitled to dispose of the Pledged Equity Interest or pledged equity and any part thereofof its components. 7.5 Except for There is no other security interests, other third party interests or any other restrictions than the security interest created over the Pledged Equity Interest under interests made according to this Agreement or any right created under on the Transaction Agreements, there is not any other security interest, any third party’s interest and other restrictions over the Pledged Equity Interest.pledged equity 7.6 The Pledged Equity Interest may pledged equity is transferable and can be pledged and transferred legallypledged, and the Pledgor has full the sufficient right and power to pledge the Pledged Equity Interest in favor of equity to the Pledgee according to the provisions hereofof this Agreement. 7.7 This When this Agreement shall constitute legalis duly signed by the Pledgor, valid and binding obligations of the Pledgor after the Pledgor properly signs itis lawful bound by this Agreement. 7.8 Except for the equity interest pledge registration with required by the competent market regulation administrationIndustrial and Commercial Administrative Department, any consentall the consents from third party, permission, waiver or authorization of any third party or the waiver, authorization, government approval, permit, waiver, exemption or any registration or filing (if formalities required by law) of any government authority required by execution and performance of this Agreement and the Pledge of Equity Interest under this Agreement have governmental agencies has already been obtained or completed, and shall remain fully valid during which will be effective throughout the entire term of this the Agreement. 7.9 The execution and performance Compliance by Pledgor with all of the Pledgor provisions of this Agreement shall will not violate conflict with or contradict to result in a breach or violation of any law applicable to himof the terms or provisions of, or constitute a default under, any agreement agreements, judgments, awards, decisions or instruments to which he the Pledgor is a party or by which he is bound, or any court’s decision, arbitrator’s award, or any administrative authority’s decisionparty. 7.10 The pledge hereunder under this Agreement constitutes the firs-rank security interest over to the Pledged Equity Interestinterests of the pledged equity. 7.11 All the taxes and fees payable on resulting from the Pledged Equity Interest have been fully paid equity pledge shall be borne by the Pledgor. 7.12 There is are no judicial, arbitral or administrative actions, proceedings or investigations pending or, to the best knowledge of the Pledgor after due inquiry, threatened, with regard to the Pledgor, threatened litigation, legal proceeding its property or claim at any court, arbitral tribunal or government or administrative authority against the pledged equity that will negatively affect the financial status of the Pledgor or his property or the Pledged Equity Interest that will have material or adverse effect on the Pledgor’ economic condition or his its ability to perform the all of its obligations or the security liabilities hereunder.under this Agreement 7.13 The Pledgor hereby warrants promises to the Pledgee that all the above representations and warranties made above are true and correct valid and will be fully complied with before observed completely until all the Contractual Obligations are fully performed or the Secured Debts are fully repaidobligations under this Agreement have been paid off.

Representations and Warranties of the Pledgor. The Pledgor hereby represents and warrants to the Pledgee that 7.1 He is a natural person of full capacity for civil acts according to Pledgee, which representations and warranties shall survive the PRC Laws, has full execution and separate legal status and capacity to execute, deliver and perform this Agreement, and can sue and be sued independently. 7.2 All reports, documents and information provided by them before effectiveness delivery of this Agreement Amendment, that on and as of the date hereof and after giving effect to this Amendment: (a) The Pledged Interests and the Pledged Collateral with respect to Viskase del Norte, S.A. de C.V. described in Annex A attached hereto is, and all other Pledged Collateral in which the Pledgor and all matters required by this shall hereafter ▇▇▇▇▇ ▇ ▇▇▇▇ or security interest pursuant to Section 3 of the Pledge Agreement are truewill be, correctduly authorized, complete and not misleading in all material respects when this Agreement becomes effective. 7.3 All reportsvalidly issued, documents and information provided by them after effectiveness of this Agreement with respect and, to the Pledgor and all matters required by this Agreement are true and valid extent applicable, fully paid, and, except for the pledge provided in all material respects when they are provided. 7.4 When this Agreement becomes effective, the Pledgor is the sole legal owner Section 3.1 of the Pledged Equity Interest and there is not any pending or potential dispute over the title to the Pledged Equity Interest or any third party’s claim. The Pledgor has the right to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except for the security interest created over the Pledged Equity Interest under this Pledge Agreement or any right created under the Transaction Agreements, there is not any other security interest, any third party’s interest and other restrictions over the Pledged Equity Interest. 7.6 The Pledged Equity Interest may be pledged and transferred legally, and the Pledgor has full right and power to pledge the Pledged Equity Interest in favor of the Pledgee according to the provisions hereof. 7.7 This Agreement shall constitute legal, valid and binding obligations in favor of the Pledgor after Collateral Agent, none of such Pledged Collateral is or will be subject to any legal or contractual restriction. The Pledged Collateral is, as of the Pledgor properly signs it. 7.8 Except for the equity interest pledge registration with the competent market regulation administration, any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority required by execution and performance of this Agreement and the Pledge of Equity Interest under this Agreement have been obtained or completeddate hereof, and shall remain fully valid be at all times hereafter during the term of this the Pledge Agreement, freely transferable without restriction or limitation (except as limited by the terms of the Pledge Agreement). 7.9 (b) The execution Pledged Interests and performance the Pledged Collateral described in Annex A hereto constitutes all of the issued and outstanding securities and investment property legally and beneficially owned by the Pledgor of this Agreement shall not violate on the date hereof in or contradict relating to any law applicable to him, any agreement to which he is a party or by which he is bound, or any court’s decision, arbitrator’s award, or any administrative authority’s decisionIssuers. 7.10 (c) The pledge hereunder constitutes representations and warranties of the firs-rank security interest over Pledgor set forth in the Pledged Equity InterestPledge Agreement are true, correct and complete, in all material respects on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date); provided, that the references to the Pledge Agreement therein shall be deemed to include the Pledge Agreement as amended by this Amendment. 7.11 All taxes and fees payable on the Pledged Equity Interest have been fully paid by the Pledgor. 7.12 There is no pending or, to the knowledge of the Pledgor, threatened litigation, legal proceeding or claim at any court, arbitral tribunal or government or administrative authority against the Pledgor or his property or the Pledged Equity Interest that will have material or adverse effect on the Pledgor’ economic condition or his ability to perform the obligations or the security liabilities hereunder. 7.13 (d) The Pledgor hereby warrants acknowledges that the Pledgee is specifically relying upon the representations, warranties and agreements contained in this Amendment and that such representations, warranties and agreements constitute a material inducement to the Pledgee that the above representations and warranties are true and correct and will be fully complied with before the Contractual Obligations are fully performed or the Secured Debts are fully repaidin entering into this Amendment.

Representations and Warranties of the Pledgor. 6.1 The Pledgor represents and warrants to the Pledgee that 7.1 He is a natural person of full capacity for civil acts according to the PRC Laws, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can sue and be sued independently. 7.2 All reports, documents and information provided by them before effectiveness of this Agreement with respect to the Pledgor and all matters required by this Agreement are true, correct, complete and not misleading in all material respects when this Agreement becomes effective. 7.3 All reports, documents and information provided by them after effectiveness of this Agreement with respect to the Pledgor and all matters required by this Agreement are true and valid in all material respects when they are provided. 7.4 When this Agreement becomes effective, the Pledgor is the sole legal owner of the Pledged Equity Interest pledged Equity, and there is has full right to sign this Contract and perform its obligations hereunder. The execution, delivery and performance hereof and any related agreements will not breach the following items due to limitation and/or any pending act or potential dispute over event or any other reason: 6.1.1 Any incorporation documents of the title Target Company; 6.1.2 Any laws to be observed by the Pledgor and the Target Company; 6.1.3 Any provisions and obligations in any contract, agreement, memorandum and other written or oral documents signed and effective by the Pledgor and the Target Company. 6.2 Unless otherwise specified herein, to the Pledged Equity Interest or extent permitted by the laws of China, once the Pledgee exercises its rights in accordance with this Contract, it shall not be subject to any third party’s claim. The Pledgor has interference from any other Party. 6.3 Unless otherwise specified herein, to the right extent permitted by the laws of China, the Pledgee is entitled to dispose of or transfer the Pledged Equity Interest or any part thereofPledgee Rights in the manner specified herein, and the Pledgor shall cooperate unconditionally. 7.5 6.4 Except for the security interest created over Pledgee, the Pledged Pledgor has not set any other Pledgee Rights or encumbrance on the Equity; the ownership of the pledged Equity Interest under this Agreement or is free from any right created under the Transaction Agreements, there dispute and is not subject to any other security interest, any third party’s interest and other restrictions over the Pledged Equity Interest. 7.6 The Pledged Equity Interest legal procedures. It may be pledged and transferred legallyin accordance with applicable laws. 6.5 During the term hereof, the Pledgor promises to the Pledgee that it will strictly perform the following obligations, and as a shareholder of the Target Company, the Pledgor has full right will urge the Target Company to perform relevant obligations: 6.5.1 Except for transferring the Equity of the Target Company to the Pledgee or the person designated by the Pledgee in accordance with the Exclusive Option Contract, without the prior written consent of the Pledgee, the Pledgor shall not directly or indirectly transfer the Equity of the target company in any way, nor shall it establish or allow the existence of any pledge or other forms of guarantee that may affect the rights and power interests of the pledgee 6.5.2 If the Pledgee agrees to transfer the Equity of the Target Company to the person designated by the Pledgee, it shall also transfer all its rights and obligations hereunder to such transferee, and make its best efforts to urge and require such transferee to unconditionally inherit and perform such rights and obligations. 6.5.3 The Pledgor shall abide by and implement all laws and regulations on pledge of rights. Upon receipt of the Pledged notice, instruction or recommendation issued by relevant competent authority with respect to the Pledgee Rights, the Pledgor shall, within five days, present such notice, instruction or recommendation to the Pledgee and at the same time comply with the implementation of such notice, instruction or recommendation, or raise objections with respect to such matters as reasonably requested by the Pledgee or with the consent of the Pledgee; 6.5.4 Without prior written consent of the Pledgee, the Pledgor shall not conduct, and will cause the Target Company not conduct any behavior that may derogate, harm or otherwise damage the value of the pledged Equity Interest in favor or any rights of the Pledgee according to hereunder, or any behavior that has a material impact on the provisions hereofassets, business, and/or operations of the Target Company. Under no circumstances shall the Pledgee be liable for the reduction of the value of the pledged Equity. Neither the Pledgor nor the Target Company shall have any right of recourse or claim against the pledgee in any form. 7.7 This Agreement 6.5.5 The Pledgor shall constitute legalinform the Pledgee of any events that come to its knowledge and may affect the Equity or other rights of the Pledgor, valid change any warranty or commitment of the Pledgor hereunder, and binding affect the performance of the obligations of the Pledgor hereunder 6.5.6 The Pledgor further undertakes that upon the signing hereof, if the Pledgee agrees in writing that the Pledgor increases the capital or Equity of the Target Company in advance, the increased capital or Equity will automatically become part of the pledged Equity hereunder. The Pledgor and the Target Company are obliged to make necessary modifications to the register of shareholders of the target company and Equity contribution amount immediately after the Pledgor properly signs itcompletion of relevant capital increase, and fulfill the pledge procedure specified in Article 4.1. 7.8 Except for 6.5.7 Subject to the equity interest provisions of relevant the laws of China and regulations, the pledge registration with the competent market regulation administration, any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority required by execution and performance of this Agreement and the Pledge of Equity Interest under this Agreement have been obtained or completed, hereunder is a continuous guarantee and shall remain fully valid during the term hereof. Even if the Pledgor or the Target Company is insolvent, liquidated, incapacitated or changes the nature of this Agreementthe enterprise, or any capital offset or other event occurs between the Parties, the pledge of Equity hereunder shall not be affected. 7.9 The execution and 6.5.8 For the purpose of performance hereof, the Pledgee shall be entitled to dispose of the pledged Equity in the manner agreed herein. When the Pledgee exercises its rights in accordance with the terms hereof, it shall not be interrupted or obstructed by the Pledgor of this Agreement shall not violate or contradict to any law applicable to him, any agreement to which he is a party or by which he is boundthe Target Company, or any court’s decisionits successors, arbitrator’s award, trustees or any administrative authority’s decisionother person. 7.10 6.5.9 The pledge hereunder constitutes Pledgor agrees that during the firs-rank security interest over term of validity hereunder, if necessary, the Pledged Equity InterestPledgee may require the Pledgor to sign any other agreement or supplementary agreement with the pledgee or its appointed agent. The Pledgor undertakes to immediately sign, specify and supplement the relevant content, conditions and terms in compliance with the instructions of the Pledgee. 7.11 All taxes 6.5.10 The Parties agree that during the term of validity hereunder, in case of tax, accounting or other reasons, the Pledgee may require the Pledgor to supplement and fees payable on the Pledged Equity Interest have been fully paid modify any conditions and terms hereof as directed by the PledgorPledgee, and the Pledgor shall immediately comply with such instructions. 7.12 There is no pending or, 6.6 The Pledgor warrants to the knowledge Pledgee that, for the benefit of the PledgorPledgee, threatened litigation, legal proceeding or claim at any court, arbitral tribunal or government or administrative authority against the Pledgor or his property or will abide by and perform all the Pledged Equity Interest that will have material or adverse effect on warranties, commitments, representations and obligations hereunder and the Pledgor’ economic condition or his ability Service Agreement. If the Pledgor fails to perform or fully perform its warranties, commitments, representations and obligations, the obligations or Pledgor shall indemnify the security liabilities hereunderPledgee for all losses thus incurred. 7.13 6.7 The Pledgor hereby warrants to the Pledgee that it will sign and urge other Parties who have an interest in the above representations Pledgee Rights to sign all the certificates, documents or agreements of rights required by the Pledgee in order to protect or improve the guarantee of Secured Debts herein. The Pledgor shall take and warranties are true urge other interested Parties to take the action required by the Pledgee and correct facilitate the exercise of the rights granted to the Pledgee hereunder. 6.8 The Pledgor and will be fully complied with before the Contractual Obligations Target Company are fully performed or aware of the Secured Debts content hereof, and their signing and performance hereof is voluntary and out of the true intention of the Parties. The Pledgor and the Target Company have taken all necessary measures in accordance with the reasonable requirements of the Pledgee. They have obtained all internal authorizations required for signing and performing hereof, and signed all necessary documents to ensure that the pledge of Equity hereunder is legal and effective; 6.9 As of the date hereof, there are fully repaidno outstanding taxes and fees on the Equity.

Representations and Warranties of the Pledgor. The When signing this Agreement, the Pledgor represents makes the following representations and warrants warranties to the Pledgee that 7.1 He is a natural person of full capacity for civil acts according to and confirms that the PRC Laws, has full Pledgee signs and separate legal status and capacity to execute, deliver and perform this Agreement, and can sue and be sued independently. 7.2 All reports, documents and information provided by them before effectiveness of performs this Agreement with respect to on the Pledgor basis of these representations and all matters required by this Agreement are true, correct, complete and not misleading in all material respects when this Agreement becomes effective.warranties: 7.3 All reports, documents and information provided by them after effectiveness of this Agreement with respect to the Pledgor and all matters required by this Agreement are true and valid in all material respects when they are provided. 7.4 When this Agreement becomes effective, the Pledgor is the sole legal owner of the Pledged Equity Interest and there is not any pending or potential dispute over the title to the Pledged Equity Interest or any third party’s claim. 5.1 The Pledgor has completed the right obligation of total capital contribution relating to dispose of the Pledged Equity Interest or any part thereofpledged equity interest pursuant to the law, holds the pledged equity interest hereof legally and is entitled to provide pledge guarantee with the equity interest for the Pledgee. 7.5 Except for 5.2 When the security interest created over the Pledged Equity Interest under Pledgee exercise its rights or realizes pledge pursuant to this Agreement or at any right created under the Transaction Agreements, there is not any other security interest, any third party’s interest and other restrictions over the Pledged Equity Interest. 7.6 The Pledged Equity Interest may be pledged and transferred legally, and the Pledgor has full right and power to pledge the Pledged Equity Interest in favor of the Pledgee according to the provisions hereof. 7.7 This Agreement shall constitute legal, valid and binding obligations of the Pledgor after the Pledgor properly signs it. 7.8 Except for time during the equity interest pledge registration with period, the competent market regulation administrationPledgee shall not be legally claimed or legally interfered by any other party. 5.3 The Pledgee is entitled to exercise, dispose or transfer pledge according to the methods prescribed by laws and regulations and stipulated in this Agreement. The Pledgor shall coordinate the Pledgee unconditionally to exercise, dispose or transfer pledge. 5.4 For signing this Agreement and performing its obligations hereof, the Pledgor has obtained all necessary authorizations from the Company and does not violate any consent, permission, waiver statutory and regulatory provisions. The authorized signatory hereunder has obtained legitimate and effective authorizations. 5.5 There is no other encumbrance or authorization of any a third party or the approval, permit, waiver, registration or filing party’s security interest (if required by lawincluding but not limited to pledge) of any government authority required by execution and performance of this Agreement and form existing in the Pledge of Equity Interest under this Agreement have been obtained or completed, and shall remain fully valid during the term of this Agreement. 7.9 The execution and performance by the Pledgor of this Agreement shall not violate or contradict to any law applicable to him, any agreement to which he is a party or by which he is bound, or any court’s decision, arbitrator’s award, or any administrative authority’s decision. 7.10 The pledge hereunder constitutes the firs-rank security pledged equity interest over the Pledged Equity Interest. 7.11 All taxes and fees payable on the Pledged Equity Interest have been fully paid held by the Pledgor. 7.12 5.6 There is no pending orcivil, administrative or criminal litigation, administrative punishment arbitration or any other legal procedures concerning the equity interest which is now in progress or will occur. And there is no any potential civil,administrative or criminal litigation,arbitration or any other legal procedures concerning Pledgor and/or the pledged equity i▇▇▇▇▇▇▇.▇▇ case any legal litigation,arbitration or other request may occur and cause adverse effect to the knowledge interests or the pledged equity interest of Pledgor or Pledgee hereof, the Pledgor shall,in writing in a quick and timely manner,guarantee to notify the Pledgee and take all necessary measures to ensure the pledged right and interest of the pledged equity interest to the Pledgee. 5.7 There is no accrued tax and expense payable concerning the pledged equity interest and no uncompleted legal procedures and formalities which should be completed. 5.8 All the clauses of this Agreement are the representation of the Pledgor, threatened litigation, legal proceeding or claim at any court, arbitral tribunal or government or administrative authority against the Pledgor or his property or the Pledged Equity Interest that will have material or adverse effect on ’s true meaning and shall be binding upon the Pledgor’ economic condition or his ability to perform the obligations or the security liabilities hereunder. 7.13 The Pledgor hereby warrants to the Pledgee that the above representations and warranties are true and correct and will be fully complied with before the Contractual Obligations are fully performed or the Secured Debts are fully repaid.