Common use of Mortgagors Representations and Warranties Clause in Contracts

Mortgagors Representations and Warranties. The Mortgagors hereby represent and warrant to the Mortgagee that: 2.1 [RESERVED]; 2.2 each Mortgagor is the absolute sole legal and beneficial owner of all of the Mortgaged Shares mortgaged by such Mortgagor hereunder free from any Security Interest (other than those created by this Mortgage and the other Transaction Documents); 2.3 each Mortgagor has the necessary capacity, power and authority (i) to be the legal and beneficial owner of the Mortgaged Property mortgaged by such Mortgagor hereunder, (ii) to execute and deliver this Mortgage and (iii) to comply with the provisions of, and perform all its obligations under, this Mortgage; 2.4 this Mortgage constitutes each Mortgagor’s legal, valid and binding obligations enforceable against such Mortgagor in accordance with its terms and is a first priority legal mortgage security interest over the Mortgaged Shares except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally or equitable principles, to the extent that such principles may apply in the absence of express contractual provisions; 2.5 the entry into and performance by each Mortgagor of this Mortgage does not violate (i) any Laws, or (ii) any Contract to which such Mortgagor is a party or which is binding upon such Mortgagor or any of its Assets, except in each case if such violation would not impair the Security Interest intended to be created hereby; 2.6 all consents, licenses, approvals and authorizations required in connection with the entry into, performance, validity and enforceability of this Mortgage have been obtained and are in full force and effect, except those the failure to obtain which or have in full force and effect would not impair the Security Interest intended to be created hereby; and 2.7 each Mortgagor has taken all action required for execution, delivery, registration and performance of this Mortgage.

Mortgagors Representations and Warranties. 32. The Mortgagors Mortgagor hereby represent represents and warrant warrants to the Mortgagee thatas follows: 2.1 [RESERVED];(1) R The Mortgagor is a company duly incorporated, validly existing as an independent person. The Mortgagor has the full authority and capacity to enter into this Contract and perform the obligations under this Contract (applicable to a company). TThe Mortgagor is a citizen of Chinese nationality who has the necessary legal capacity and capacity to enter into and perform this Contract and can independently bear the civil liability (applicable to an individual). 2.2 each (2) RThe Mortgagor has been engaged in business activities according to law and has not engaged in any acts beyond the scope of business registered with the Administration for Industry and Commerce (applicable to a company). (3) The Mortgagor is the absolute sole legal and beneficial owner of all of the Mortgaged Shares mortgaged by such Mortgagor hereunder free from any Security Interest (other than those created by this Mortgage and the other Transaction Documents); 2.3 each Mortgagor has the necessary capacity, power and authority (i) to be the legal and beneficial lawful owner of the Mortgaged Property, and the Mortgagor does not create or permit the creation of any other security on the Mortgaged Property mortgaged by such except the security created under this Contract. There is no dispute over the title of the Mortgaged Property. The Mortgaged Property is enforceable and transferrable, and has not been foreclosed, seized or placed under any preservative measures in litigation, and can be used as the subject matter of mortgage according to law. TThe Mortgagor hereunderis legally entitled to the title and the right to dispose of the Mortgaged Property, and the other co-owners (iiif any) of the "mortgage" are fully aware of the guaranty act of the "mortgagor" and have agreed in writing to the "mortgagor" to do the above-mentioned act (applicable to an individual). (4) The Mortgagor Ttogether with other co-owners (if any) (applicable to an individual) has read this Contract carefully and has fully understood and accepted the contents of this Contract and the Principal Contract. The Mortgagor acts with free will to execute and deliver perform this Mortgage contract, and the whole is the manifestation of true intentions. (iii5) The Mortgagor has obtained all approvals from the government agency necessary to execute this Contract. R The Mortgagor has completed the authorizations from the company necessary to execute this Contract and this Contract is effectively executed by the legal representative or the authorized signatory of the Mortgagor (applicable to a company). TThis Contract is effectively executed by the Mortgagor personally (applicable to an individual). (6) The Mortgagor has not entered into any agreement (other than this Contract) to comply sell, grant, assign or otherwise dispose of any rights or interests of the Mortgaged Property in whole or in part. (7) The description of the titles under Schedule 1 of this Contract relating to the Mortgaged Property is true, accurate, and not misleading. (8) The Mortgagor has duly paid any charges and fees payable (including but not limited to various taxes) relating to the Mortgaged Property, and has fully complied with and performed other contracts and conditions relating to the Mortgaged Property. (9) This Contract constitutes lawful, effective and legally binding obligations against the Mortgagor. The security created under this Contract is not subject to the preferential rights of any other person. (10) In order to ensure this Contract is lawful, effective, preferential, enforceable and acceptable as evidence, and to secure and perfect the interests of the Mortgagee under this Contract, the Mortgagor has completed all necessary registration or filing formalities, including but not limited to the registration with the provisions Registration Authority by the Mortgagor against the Mortgaged Property. (11) The Mortgagor’s execution of this Contract and the performance of the obligations under this Contract shall not be in breach of any of the following: (a) R The articles of association of the Mortgagor (applicable to a company); (b) Any other agreements entered into by the Mortgagor; (c) Any laws and regulations applicable to the Mortgagor. (12) No litigation, arbitration or administration proceedings is currently taking place in relating to the Mortgagor or the Mortgaged Property, which has material adverse effects on the financial standings of the Mortgagor, the price of the Mortgaged Property or the capacity of the Mortgagor to perform its obligations under this Contract. (13) All materials, documents and certificates provided by the Mortgagor to the Mortgagee are true, accurate, complete and effective, and photocopies of the documents provided are in conformity with the originals. (14) R The Mortgagor hereby represents that he is fully aware that the Export-Import Bank of China Chongqing Branch is authorized by the Mortgagee to provide the Services under the Principal Contract and handle any matters relating to the administration of the Services and under this Contract. This Contract is directly binding upon the Mortgagor and the Mortgagee. T The Mortgagor hereby represents that he is fully aware and agrees that the Mortgagee under the Principal Contract provides T the whole, T the part of, ࿥ /Yuan ((Capital Letter) RMB /Yuan), TUS$ ((Capital Letter) /Dollars), for the purposes of T repaying the loan unpaid by the Debtor under the loan contract (Contract No.: /) entered into between the Mortgagee and perform all its obligations underthe Debt on Year/Month/Date, □repaying the bridging loan provided by the bank. T The Mortgagor hereby acknowledges that he is fully aware that the limit under the Principal Contract secured under this Mortgage;Contract can be re-used by the Debtor. 2.4 this Mortgage constitutes each Mortgagor’s legal, valid 33. The above representations and binding obligations enforceable against such warranties made by the Mortgagor in accordance with its terms shall remain correct and is a first priority legal mortgage security interest over not misleading within the Mortgaged Shares except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally or equitable principles, to the extent that such principles may apply in the absence of express contractual provisions; 2.5 the entry into and performance by each Mortgagor term of this Mortgage does not violate (i) Contract, and the Mortgagor warrants to provide further documents at any Laws, or (ii) any Contract to which such Mortgagor is a party or which is binding upon such Mortgagor or any of its Assets, except in each case if such violation would not impair time as the Security Interest intended to be created hereby; 2.6 all consents, licenses, approvals and authorizations required in connection with the entry into, performance, validity and enforceability of this Mortgage have been obtained and are in full force and effect, except those the failure to obtain which or have in full force and effect would not impair the Security Interest intended to be created hereby; and 2.7 each Mortgagor has taken all action required for execution, delivery, registration and performance of this MortgageMortgagee may request.

Mortgagors Representations and Warranties. The Mortgagors hereby represent Mortgagor represents and warrant warrants to the Mortgagee thatas follows: 2.1 [RESERVED]; 2.2 each (a) There are no leases or occupancy agreements affecting the Property except the leases and amendments described in the certified rent roll dated March 16, 1999 delivered by Mortgagor is the absolute sole legal to Mortgagee, and beneficial owner Mortgagor has delivered to Mortgagee true, correct and complete copies of all leases, including amendments (collectively, "Existing Leases") and all guaranties and amendments of the Mortgaged Shares mortgaged by such Mortgagor hereunder free from any Security Interest (other than those created by this Mortgage and the other Transaction Documents); 2.3 each Mortgagor has the necessary capacity, power and authority (i) to be the legal and beneficial owner of the Mortgaged Property mortgaged by such Mortgagor hereunder, (ii) to execute and deliver this Mortgage and (iii) to comply with the provisions of, and perform all its obligations under, this Mortgage; 2.4 this Mortgage constitutes each Mortgagor’s legal, valid and binding obligations enforceable against such Mortgagor in accordance with its terms and is a first priority legal mortgage security interest over the Mortgaged Shares except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally or equitable principles, to the extent that such principles may apply in the absence of express contractual provisions; 2.5 the entry into and performance by each Mortgagor of this Mortgage does not violate (i) any Laws, or (ii) any Contract to which such Mortgagor is a party or which is binding upon such Mortgagor or any of its Assets, except in each case if such violation would not impair the Security Interest intended to be created hereby; 2.6 all consents, licenses, approvals and authorizations required guaranties given in connection with the entry into, performance, validity Existing Leases (the "Guaranties"). (b) all Existing Leases and enforceability of this Mortgage have been obtained Guaranties and the REA are in full force and effecteffect in all material respects without any oral or written modification except as set forth in writing in the copies delivered to Mortgagee. (c) Mortgagor has received no notices of defaults by Mortgagor under the Existing Leases and Guaranties or the REA and, to the best knowledge of Mortgagor, there are no defaults by any tenants under the Existing Leases or the REA or any guarantors under the Guaranties, except those as heretofore disclosed in writing to Mortgagee by letter dated March 24, 1999 from Xxxxxx X. Xxxx, Senior Vice President and Treasurer of The Taubman Company (the failure "Manager's Letter"). (d) To the best knowledge of Mortgagor, none of the tenants now occupying 10% or more of the Property or having a current lease affecting 10% or more of the Property is the subject of any bankruptcy, reorganization or insolvency proceeding or any other debtor-creditor proceeding. (e) Except only for rent and additional rent for the current month, Mortgagor has not accepted under any of the Leases any payment of advance rent, additional rent or security deposit in an amount that is more than one month's rent and additional rent, except as heretofore disclosed in writing to obtain which Mortgagee in the Manager's Letter. (f) Mortgagor has deposited all security deposits delivered in connection with the Existing Leases in accordance with applicable law. (g) No tenant under any Existing Lease has asserted in writing any defense, set-off or have counterclaim with respect to its tenancy or its obligations under its lease, and no such defense, set-off or counterclaim exists, except as heretofore disclosed in full force writing to Mortgagee in the Manager's Letter. (h) There are no material unfulfilled landlord obligations due to tenants for tenant improvements, moving expenses or rental concessions or other matters, and effect would not impair the Security Interest intended all material credits required to be created hereby; andpaid or contributed by Mortgagor under the Existing Leases have been paid or contributed in full, except as heretofore disclosed in writing to Mortgagee in the Manager's Letter. 2.7 each (i) None of the Existing Leases or Rents and Profits have been assigned, pledged, hypothecated or otherwise encumbered or transferred by Mortgagor has taken all action required for execution, delivery, registration and performance of this Mortgageexcept to the extent provided in the Loan Documents.