Common use of CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS Clause in Contracts

CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 The Chargor represents and warrants to the Chargee and undertakes during the subsistence of this Deed that, with respect to the relevant portion of the Charged Property held by it: (a) it is and shall at all times remain the sole legal and beneficial owner and registered holder of the Charged Property held by it at the date of this Deed, free from any Encumbrances except as created by or pursuant to the Subject Documents, and that (other than any interest under this Deed) it is the sole person with any legal or beneficial interest in the Charged Property; (b) it has not sold or disposed of, and shall not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Property other than pursuant to the Subject Documents; (c) it shall not do or cause or permit to be done anything which has or would be reasonably likely to depreciate, jeopardise or otherwise prejudice the market value or collateral value of the Charged Property or the Security Rights; (d) its performance of the provisions, covenants and obligations contained in this Deed shall not infringe any law or obligation binding upon it; (e) this Deed constitutes the legal, valid and binding obligations of the Chargor enforceable in accordance with its terms and creates in favour of the Chargee the security which it is expressed to create over the assets which are, subject to the terms of this Deed, at the applicable time, expressed to be secured and with the ranking and priority it is expressed to have; (f) it is not necessary that this Deed be filed, recorded or enrolled with any court or other authority in Hong Kong or the Cayman Islands, or elsewhere or that any stamp, registration or similar tax be paid on or in relation to this Deed; (g) the entry into and performance by it of, and the transactions contemplated by, this Deed do not and shall not conflict with any law or regulation applicable to it; or conflict with any agreement or instrument binding on it; and (h) it acknowledges and agrees that it is to its benefit to execute and deliver this Deed and to assume the obligations and liabilities which are, or are expressed to be, assumed by it under this Deed and to give and perform the undertakings, representations and warranties given and to be performed by it under this Deed. 5.2 The Chargor undertakes and covenants to the Chargee during the subsistence of this Deed: (a) to pay all calls or other payments due in respect of any part of the Charged Property held by it (and agrees that if it fails to make any such payment the Chargee may make that payment on its behalf and any sums so paid by the Chargee shall be reimbursed by each of the Chargor on demand together with an interest calculated from the due date up to the actual date of payment (after, as well as before, judgment); (b) to ensure that the Charged Shares are at all times free from any restriction on transfer by the Chargee or its nominee or any receiver to perfect or enforce the security created by or pursuant to this Deed; (c) unless retention is permitted or otherwise agreed in writing by the Chargee, to account to the Chargee, promptly following receipt, for all moneys received after the occurrence of an Enforcement Event in respect of the Charged Property and, pending payment of such moneys to the Chargee, to hold such moneys on trust for the Chargee; (d) to notify the Chargee of the contents of any communication or document received by it in relation to any of the Charged Shares and/or the Related Assets; and (e) to make all such filings and registrations and take all such other steps as may be necessary in connection with the creation, perfection or protection of the security created by or pursuant to this Deed and pay (or procure payment of) all application, registration, renewal and other fees necessary for effecting, protecting, maintaining or renewing registrations in respect of such security when the same have become due and payable. 5.3 Except as permitted under the Agreement or this Deed or otherwise with the Chargee's prior written consent, the Chargor shall not : (a) assign or dispose of all or any part of the Charged Property; or (b) create, grant or permit to exist: (1) any security (except as created by or pursuant to this Deed) over; or (2) any restriction on the ability to transfer or realise, all or any part of the Charged Property; or (c) take or permit the taking of any action which would alter the rights attaching to or prejudice the value of the Charged Property or any of it.

CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 The Chargor represents and warrants to the Chargee and undertakes during the subsistence of this Deed that, with respect to the relevant portion of the Charged Property held by it: (a) it is and shall at all times remain the sole legal and beneficial owner and registered holder of the Charged Property held by it at the date of this Deed, free from any Encumbrances except as created by or pursuant to the Subject Documents, and that (other than any interest under this Deed) it is the sole person with any legal or beneficial interest in the Charged Property; (b) it has not sold or disposed of, and shall not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Property other than pursuant to the Subject Documents; (c) it shall not do or cause or permit to be done anything which has or would be reasonably likely to depreciate, jeopardise or otherwise prejudice the market value or collateral value of the Charged Property or the Security Rights; (d) its performance of the provisions, covenants and obligations contained in this Deed shall not infringe any law or obligation binding upon it; (e) this Deed constitutes the legal, valid and binding obligations of the Chargor enforceable in accordance with its terms and creates in favour of the Chargee the security which it is expressed to create over the assets which are, subject to the terms of this Deed, at the applicable time, expressed to be secured and with the ranking and priority it is expressed to have; (f) it is not necessary that this Deed be filed, recorded or enrolled with any court or other authority in Hong Kong or the Cayman IslandsUnited States of America, or elsewhere or that any stamp, registration or similar tax be paid on or in relation to this Deed; (g) the entry into and performance by it of, and the transactions contemplated by, this Deed do not and shall not conflict with any law or regulation applicable to it; or conflict with any agreement or instrument binding on it; and (h) it acknowledges and agrees that it is to its benefit to execute and deliver this Deed and to assume the obligations and liabilities which are, or are expressed to be, assumed by it under this Deed and to give and perform the undertakings, representations and warranties given and to be performed by it under this Deed. 5.2 The Chargor undertakes and covenants to the Chargee during the subsistence of this Deed: (a) to pay all calls or other payments due in respect of any part of the Charged Property held by it (and agrees that if it fails to make any such payment the Chargee may make that payment on its behalf and any sums so paid by the Chargee shall be reimbursed by each of the Chargor on demand together with an interest calculated from the due date up to the actual date of payment (after, as well as before, judgment); (b) to ensure that the Charged Shares are at all times free from any restriction on transfer by the Chargee or its nominee or any receiver to perfect or enforce the security created by or pursuant to this Deed; (c) unless retention is permitted or otherwise agreed in writing by the Chargee, to account to the Chargee, promptly following receipt, for all moneys received after the occurrence of an Enforcement Event in respect of the Charged Property and, pending payment of such moneys to the Chargee, to hold such moneys on trust for the Chargee; (d) to notify the Chargee of the contents of any communication or document received by it in relation to any of the Charged Shares and/or the Related Assets; and (e) to make all such filings and registrations and take all such other steps as may be necessary in connection with the creation, perfection or protection of the security created by or pursuant to this Deed and pay (or procure payment of) all application, registration, renewal and other fees necessary for effecting, protecting, maintaining or renewing registrations in respect of such security when the same have become due and payable. 5.3 Except as permitted under the Agreement or this Deed or otherwise with the Chargee's prior written consent, the Chargor shall not not: (a) assign or dispose of all or any part of the Charged Property; or (b) create, grant or permit to exist: (1) any security (except as created by or pursuant to this Deed) over; or (2) any restriction on the ability to transfer or realise, all or any part of the Charged Property; or (c) take or permit the taking of any action which would alter the rights attaching to or prejudice the value of the Charged Property or any of it.

CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 The Chargor represents and warrants to the Chargee and undertakes during the subsistence of this Deed that, with respect to the relevant portion of the Charged Property held by it: (a) it is and shall at all times remain the sole legal and beneficial owner and registered holder of the Charged Property held by it at the date of this Deed, free from any Encumbrances except as created by or pursuant to the Subject Documents, and that (other than any interest under this Deed) it is the sole person with any legal or beneficial interest in the Charged Property; (b) it has not sold or disposed of, ; and shall not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Property other than pursuant to the Subject Documents; (c) it shall not do or cause or permit to be done anything which has or would be reasonably likely to depreciate, jeopardise or otherwise prejudice the market value or collateral value of the Charged Property or the Security Rights; (d) it shall comply with Clause 5 of the Agreement to the extent that the same is within its powers, pending Completion; (e) its performance of the provisions, covenants and obligations contained in this Deed shall not infringe any law or obligation binding upon it; (ef) this Deed constitutes the legal, valid and binding obligations of the Chargor enforceable in accordance with its terms and creates in favour of the Chargee the security which it is expressed to create over the assets which are, subject to the terms of this Deed, at the applicable time, expressed to be secured and with the ranking and priority it is expressed to have; (fg) it is not necessary that this Deed be filed, recorded or enrolled with any court or other authority in Hong Kong or the Cayman Islands, or elsewhere or that any stamp, registration or similar tax be paid on or in relation to this Deed; (gh) the entry into and performance by it of, and the transactions contemplated by, this Deed do not and shall not conflict with any law or regulation applicable to it; or conflict with any agreement or instrument binding on it; and (hi) it acknowledges and agrees that it is to its benefit to execute and deliver this Deed and to assume the obligations and liabilities which are, or are expressed to be, assumed by it under this Deed and to give and perform the undertakings, representations and warranties given and to be performed by it under this Deed. 5.2 The Chargor undertakes and covenants to the Chargee during the subsistence of this Deed: (a) to pay all calls or other payments due in respect of any part of the Charged Property held by it (and agrees that if it fails to make any such payment the Chargee may make that payment on its behalf and any sums so paid by the Chargee shall be reimbursed by each of the Chargor on demand together with an interest calculated from the due date up to the actual date of payment (after, as well as before, judgment); (b) to ensure that the Charged Shares are at all times free from any restriction on transfer by the Chargee or its nominee or any receiver to perfect or enforce the security created by or pursuant to this Deed; (c) unless retention is permitted or otherwise agreed in writing by the Chargee, to account to the Chargee, promptly following receipt, for all moneys received after the occurrence of an Enforcement Event in respect of the Charged Property and, pending payment of such moneys to the Chargee, to hold such moneys on trust for the Chargee; (d) to notify the Chargee of the contents of any communication or document received by it in relation to any of the Charged Shares and/or the Related Assets; and (e) to make all such filings and registrations and take all such other steps as may be necessary in connection with the creation, perfection or protection of the security created by or pursuant to this Deed and pay (or procure payment of) all application, registration, renewal and other fees necessary for effecting, protecting, maintaining or renewing registrations in respect of such security when the same have become due and payable. 5.3 Except as permitted under the Agreement or this Deed or otherwise with the Chargee's prior written consent, the Chargor shall not not: (a) assign or dispose of all or any part of the Charged Property; or (b) create, grant or permit to exist: (1) any security (except as created by or pursuant to this Deed) over; or (2) any restriction on the ability to transfer or realise, all or any part of the Charged Property; or (c) take or permit the taking of any action which would alter the rights attaching to or prejudice the value of the Charged Property or any of it.

CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 The Except with Secured Party’s prior written consent, Chargor shall not: (a) assign or dispose of all or any part of the Charged Portfolio unless the assignee undertakes to succeed the rights and obligations of Chargor under this Deed; or (b) create, grant or permit to exist (i) any security interest over or (ii) any restriction on the ability to transfer or realise, all or any part of the Charged Portfolio; 5.2 Chargor represents and warrants to the Chargee Secured Party and undertakes during for the subsistence duration of this Deed that, with respect to the relevant portion of the Charged Property held by it:; (a) it is is, and shall at all times remain will be, the sole legal and beneficial owner and registered holder of the Charged Property held by it at the date of this Deed, Portfolio free from any Encumbrances security interest or third party rights except as created by or pursuant to the Subject Documents, and that (other than any interest under this Deed) it is the sole person with any legal or beneficial interest in the Charged Property; (b) it has not sold or disposed of, and shall will not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Property Portfolio including (without limitation) all voting and other than pursuant consensual powers pertaining to the Subject Documents;Charged Portfolio: (c) it shall not do or cause or permit has and will have the necessary power to be done anything which has or would be reasonably likely enable it to depreciate, jeopardise or otherwise prejudice the market value or collateral value of the Charged Property or the Security Rightsenter into and perform its obligations under this Deed; (d) its performance of the provisions, covenants and obligations contained in all necessary authorisations to enable it to enter into this Deed shall not infringe any law or obligation binding upon it;have been obtained and are, and will remain, in full force and effect: (e) this Deed constitutes the its legal, valid and binding obligations of the Chargor enforceable in accordance with its terms obligation and creates in favour of the Chargee the is an effective security which it is expressed to create over the assets which are, subject to the terms of this Deed, at the applicable time, expressed to be secured and with the ranking and priority it is expressed to haveCharged Portfolio; (f) it is not necessary that the execution, delivery and performance of this Deed be filedwill not violate any provision of any requirement of law or contractual obligation to which either Chargor or any of its assets is subject and will not result in the creation or imposition of any lien or encumbrance on any of its properties or revenues pursuant to any requirement of law or contractual obligation, recorded or enrolled with any court or other authority in Hong Kong or the Cayman Islands, or elsewhere or that any stamp, registration or similar tax be paid on or in relation to this Deedexcept as contemplated hereby; (g) it is not necessary in order to ensure the entry into and performance by it ofvalidity, and the transactions contemplated by, enforceability or admissibility in evidence in proceedings of this Deed do not and shall not conflict with that any law or regulation applicable to it; or conflict with any agreement or instrument binding on it; andtax be paid in respect thereof; (h) it acknowledges and agrees that it there is no litigation, arbitration, investigation or administrative proceeding of or before any court, arbitrator or governmental authority currently pending or, to its benefit the best knowledge of Chargor, threatened (i) with respect to execute and deliver this Deed and to assume or any of the obligations and liabilities which aretransactions contemplated hereby, or are expressed (ii) against or affecting Chargor or its property and assets which is reasonably expected by Secured Party to be, assumed by it under this Deed and have a material adverse effect on the ability of Chargor to give and perform the undertakings, representations and warranties given and to be performed by it under this Deedits obligations hereunder. 5.2 The 5.3 Chargor represents to Secured Party that the Shares are fully paid and undertakes and covenants to the Chargee during the subsistence of this Deed: (a) to pay all calls or other payments due in respect of any part of the Charged Property held by it (and agrees that if it Portfolio. If Chargor fails to make any such payment the Chargee Secured Party may make that payment on its behalf of Chargor and any sums so paid by the Chargee Secured Party shall be reimbursed by each of the Chargor on demand demand, together with an interest on those sums. Such interest shall be calculated from the due date up to the actual date of payment (after, as well as before, judgment);judgement) at the rate of 10%. (b) 5.4 Xx. Xx hereby represents and warrants to ensure Secured Party that the Charged Shares are at all times free from any restriction on transfer by the Chargee or its nominee or any receiver to perfect or enforce the security created by or pursuant to this Deed; (c) unless retention is permitted or otherwise agreed in writing by the Chargee, to account to the Chargee, promptly following receipt, for all moneys received after the occurrence of an Enforcement Event in respect each of the Charged Property andrepresentations made by Chargor to Secured Party hereunder is true and accurate in all aspects, pending payment of such moneys to the Chargee, to hold such moneys on trust for the Chargee; (d) to notify the Chargee of the contents of and does not contain any communication or document received by it in relation to any of the Charged Shares and/or the Related Assets; and (e) to make all such filings and registrations and take all such other steps as may be necessary in connection with the creation, perfection or protection of the security created by or pursuant to this Deed and pay (or procure payment of) all application, registration, renewal and other fees necessary for effecting, protecting, maintaining or renewing registrations in respect of such security when the same have become due and payablemisleading information. 5.3 Except as permitted under the Agreement or this Deed or otherwise with the Chargee's prior written consent, the Chargor shall not : (a) assign or dispose of all or any part of the Charged Property; or (b) create, grant or permit to exist: (1) any security (except as created by or pursuant to this Deed) over; or (2) any restriction on the ability to transfer or realise, all or any part of the Charged Property; or (c) take or permit the taking of any action which would alter the rights attaching to or prejudice the value of the Charged Property or any of it.

CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 The Chargor represents and warrants to the Chargee and undertakes during the subsistence of this Deed that, with respect to the relevant portion of the Charged Property held by it: (a) it is and shall at all times remain the sole legal and beneficial owner and registered holder of the Charged Property held by it at the date of this Deed, free from any Encumbrances except as created by or pursuant to the Subject Documents, and that (other than any interest under this Deed) it is the sole person with any legal or beneficial interest in the Charged Property; (b) it has not sold or disposed of, and shall not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Property other than pursuant to the Subject Documents; (c) it shall not do or cause or permit to be done anything which has or would be reasonably likely to depreciate, jeopardise or otherwise prejudice the market value or collateral value of the Charged Property or the Security Rights; (d) its performance of the provisions, covenants and obligations contained in this Deed shall not infringe any law or obligation binding upon it; (e) this Deed constitutes the legal, valid and binding obligations of the Chargor enforceable in accordance with its terms and creates in favour of the Chargee the security which it is expressed to create over the assets which are, subject to the terms of this Deed, at the applicable time, expressed to be secured and with the ranking and priority it is expressed to have; (f) it is not necessary that this Deed be filed, recorded or enrolled with any court or other authority in Hong Kong or the Cayman Islands, or elsewhere or that any stamp, registration or similar tax be paid on or in relation to this Deed; (g) the entry into and performance by it of, and the transactions contemplated by, this Deed do not and shall not conflict with any law or regulation applicable to it; or conflict with any agreement or instrument binding on it; and (h) it acknowledges and agrees that it is to its benefit to execute and deliver this Deed and to assume the obligations and liabilities which are, or are expressed to be, assumed by it under this Deed and to give and perform the undertakings, representations and warranties given and to be performed by it under this Deed. 5.2 The Chargor undertakes and covenants to the Chargee during the subsistence of this Deed: (a) to pay all calls or other payments due in respect of any part of the Charged Property held by it (and agrees that if it fails to make any such payment the Chargee may make that payment on its behalf and any sums so paid by the Chargee shall be reimbursed by each of the Chargor on demand together with an interest calculated from the due date up to the actual date of payment (after, as well as before, judgment); (b) to ensure that the Charged Shares are at all times free from any restriction on transfer by the Chargee or its nominee or any receiver to perfect or enforce the security created by or pursuant to this Deed; (c) unless retention is permitted or otherwise agreed in writing by the Chargee, to account to the Chargee, promptly following receipt, for all moneys received after the occurrence of an Enforcement Event in respect of the Charged Property and, pending payment of such moneys to the Chargee, to hold such moneys on trust for the Chargee; (d) to notify the Chargee of the contents of any communication or document received by it in relation to any of the Charged Shares and/or the Related Assets; and (e) to make all such filings and registrations and take all such other steps as may be necessary in connection with the creation, perfection or protection of the security created by or pursuant to this Deed and pay (or procure payment of) all application, registration, renewal and other fees necessary for effecting, protecting, maintaining or renewing registrations in respect of such security when the same have become due and payable. 5.3 Except as permitted under the Agreement or this Deed or otherwise with the Chargee's ’s prior written consent, the Chargor undertakes that it shall not during the Security Period: (a) sell, transfer, assign or otherwise dispose of all or any part of its interest in the Charged Property; or (b) create, grant or permit to exist: exist any Security (1) any security (except as other than that created by or pursuant to this DeedCharge) over; or (2) , or any restriction on the ability to transfer or realise, all or any part of the Charged Property or any of its interest therein. 5.2 The Chargor represents and warrants to the Chargee that: (a) the authorised shares of each of the Borrowers consists of the shares described in Recital B, all of which are registered in its name, and it is the sole legal and beneficial owner of the Charged Property free from any Security, except as created by this Charge, and any options or rights of pre-emption; (b) it has not sold or disposed of the benefit of all or any of its rights, title and interest in the Charged Property; or; (c) take it has full power and authority to enable it to enter into, comply with the provisions of, and perform its obligations under this Charge; (d) this Charge constitutes its legal, valid and binding obligations enforceable against the Chargor in accordance with its terms; (e) all necessary consents, licences, approvals and authorisations to enable it to enter into this Charge have been obtained and all such authorisations are, and will remain, in full force and effect; (f) the entering into and performance by the Chargor of this Charge does not violate any law or permit the taking regulation of any governmental or official authority or any agreement, contract or other undertaking to which the Chargor is a party or which is binding upon the Chargor or any of its assets; and (g) the Chargor has taken all corporate and other action which would alter required to approve its execution, delivery and performance of this Charge. 5.3 The Chargor represents to the rights attaching Chargee that the Charged Shares are fully paid and undertakes to pay any future amounts due, all calls or prejudice the value other payments due, and discharge all other obligations, in respect of any part of the Charged Property Property. Upon the declaration of a Default under Clause 21.2 of the Facility Agreement, the Chargee may (but is not obliged to) make such payments or discharge such obligations on behalf of the Chargor and any sums so paid by the Chargee shall be reimbursed by the Chargor on demand and, pending such reimbursement, shall constitute part of itthe Secured Obligations.

CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 The Chargor represents and warrants to the Chargee and undertakes during the subsistence of this Deed that, with respect to the relevant portion of the Charged Property held by it: (a) it is and shall at all times remain the sole legal and beneficial owner and registered holder of the Charged Property held by it at the date of this Deed, free from any Encumbrances except as created by or pursuant to the Subject Documents, and that (other than any interest under this Deed) it is the sole person with any legal or beneficial interest in the Charged Property; (b) it has not sold or disposed of, and shall not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Property other than pursuant to the Subject Documents; (c) it shall not do or cause or permit to be done anything which has or would be reasonably likely to depreciate, jeopardise or otherwise prejudice the market value or collateral value of the Charged Property or the Security Rights; (d) it shall comply with Clause 5 of the Agreement to the extent that the same is within its powers, pending Completion; (e) its performance of the provisions, covenants and obligations contained in this Deed shall not infringe any law or obligation binding upon it; (ef) this Deed constitutes the legal, valid and binding obligations of the Chargor enforceable in accordance with its terms and creates in favour of the Chargee the security which it is expressed to create over the assets which are, subject to the terms of this Deed, at the applicable time, expressed to be secured and with the ranking and priority it is expressed to have; (fg) it is not necessary that this Deed be filed, recorded or enrolled with any court or other authority in Hong Kong or the Cayman IslandsUnited States of America, or elsewhere or that any stamp, registration or similar tax be paid on or in relation to this Deed; (gh) the entry into and performance by it of, and the transactions contemplated by, this Deed do not and shall not conflict with any law or regulation applicable to it; or conflict with any agreement or instrument binding on it; and (hi) it acknowledges and agrees that it is to its benefit to execute and deliver this Deed and to assume the obligations and liabilities which are, or are expressed to be, assumed by it under this Deed and to give and perform the undertakings, representations and warranties given and to be performed by it under this Deed. 5.2 The Chargor undertakes and covenants to the Chargee during the subsistence of this Deed: (a) to pay all calls or other payments due in respect of any part of the Charged Property held by it (and agrees that if it fails to make any such payment the Chargee may make that payment on its behalf and any sums so paid by the Chargee shall be reimbursed by each of the Chargor on demand together with an interest calculated from the due date up to the actual date of payment (after, as well as before, judgment); (b) to ensure that the Charged Shares are at all times free from any restriction on transfer by the Chargee or its nominee or any receiver to perfect or enforce the security created by or pursuant to this Deed; (c) unless retention is permitted or otherwise agreed in writing by the Chargee, to account to the Chargee, promptly following receipt, for all moneys received after the occurrence of an Enforcement Event in respect of the Charged Property and, pending payment of such moneys to the Chargee, to hold such moneys on trust for the Chargee; (d) to notify the Chargee of the contents of any communication or document received by it in relation to any of the Charged Shares and/or the Related Assets; and (e) to make all such filings and registrations and take all such other steps as may be necessary in connection with the creation, perfection or protection of the security created by or pursuant to this Deed and pay (or procure payment of) all application, registration, renewal and other fees necessary for effecting, protecting, maintaining or renewing registrations in respect of such security when the same have become due and payable. 5.3 Except as permitted under the Agreement or this Deed or otherwise with the Chargee's prior written consent, the Chargor shall not not: (a) assign or dispose of all or any part of the Charged Property; or (b) create, grant or permit to exist: (1) any security (except as created by or pursuant to this Deed) over; or (2) any restriction on the ability to transfer or realise, all or any part of the Charged Property; or (c) take or permit the taking of any action which would alter the rights attaching to or prejudice the value of the Charged Property or any of it.