Common use of Pledgor’s Representations and Warranties Clause in Contracts

Pledgor’s Representations and Warranties. Each of the Pledgors respectively represents and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of Subject in each case to the Pledgors respectively terms and conditions under the Intercreditor Agreement, each Pledgor jointly and severally represents and warrants to the Pledgee Administrative Agent and the Secured Parties as follows: 7.1 (a) The Pledgors are PRC citizens Collateral listed on the attached Schedule I has been duly authorized and validly issued and, with full legal capacityregards to Pledged Stock, having full civil rights is fully paid and powers to execute this Agreement and assume nonassessable. (b) Each Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as beneficial owner of the effectiveness Collateral indicated on Schedule I, free and clear of this Agreement. 7.3 All the reportsany Lien, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness purchase option, call or similar right of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except a third party except for (i) the security interest created over the Pledged Equity Interest under by this Pledge Agreement and the rights created under the Transaction Documents, there are no (ii) other security interest or third party rights or any other encumbrance over the Pledged Equity InterestPermitted Liens. 7.6 (c) The Membership Interests listed on Schedule I constitute the percentage set forth on Schedule I of the issued and outstanding membership interests of each respective issuer thereof and all Membership Interests in which any Pledgor has any ownership interest on the date hereof. The Partnership Interests listed on the attached Schedule I constitute the percentage set forth on Schedule I of the issued and outstanding partnership interests of the respective issuer thereof and all Partnership Interests in which any Pledgor has any ownership interest on the date hereof. The Pledged Equity Interest can be legally pledged Shares listed on the attached Schedule I constitute the percentage set forth on Schedule I of the issued and transferred, outstanding shares of capital stock of the respective issuer thereof and all Pledged Shares in which Pledgor has any ownership interest on the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreementdate hereof. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations (d) The name of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect each Pledgor set forth on the financial conditions signature pages to this Pledge Agreement is the exact legal name of such Pledgor on the Pledgors or their abilities to perform their obligations and security liabilities under this Agreementdate hereof. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively represents and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Upon this Agreement taking effect, the Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except Upon this Agreement taking effect, except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The After the Equity Interest Transfer takes effect, the Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this AgreementAgreement takes effect. 7.8 Any Upon this Agreement taking effect, any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The After this Agreement takes effect, the pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless Upon this Agreement taking effect, unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There Upon this Agreement taking effect, there is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Secured Party and the other Beneficiaries as follows: 7.1 (a) The Pledgors Pledged Collateral applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are PRC citizens with full legal capacity, having full civil rights fully paid and powers to execute this Agreement and assume nonassessable (as applicable in light of the entity type of each individual issuer). (b) Such Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes on the ownership Collateral free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option, except for (i) the security interest created over by this Pledge Agreement and (ii) other Permitted Liens. (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Equity Interest under Collateral pursuant to this Pledge Agreement and or for the rights created under the Transaction Documentsexecution, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authoritiesdelivery, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Pledge Agreement and by such Pledgor or (b) for the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during exercise by the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award Secured Party or any decision Beneficiary of administrative authorities. 7.10 The pledge under the voting or other rights provided for in this Pledge Agreement constitutes or the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Secured Party. (e) The Membership Interests listed on the attached Schedule 2.02 (a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest have been paid by in such issuer in which the Pledgors in fullPledgor has any ownership interest. 7.12 There is no pending or(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (g) The Pledged Shares listed on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the knowledge date of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Pledge Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor hereby represents and warrants to the Pledgee as followsSecured Party that: 7.1 The Pledgors are PRC citizens (a) Pledgor (i) is duly organized and validly existing in good standing as a limited partnership or other legal entity under the laws of the State of Delaware; (b) has full limited partnership or other legal power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets as currently owned, leased or operated in connection with its business; and (c) is duly qualified to do business and in good standing as a foreign or alien Person, as the case may be, in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its properties or assets makes such qualification necessary, except where the failure to be so qualified, would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. (b) Pledgor has full legal capacity, having full civil rights power and powers authority to execute and to deliver this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Security Agreement, and to consummate the Pledgors are the sole legal owners of the Pledged Equity Interesttransactions contemplated hereby. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled Pledgor has taken all necessary limited partnership action to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to authorize the execution and performance of this Security Agreement by it. This Security Agreement has been duly executed and delivered by Pledgor and, assuming due authorization, execution and delivery of this Agreement by Secured Party, is the Equity Pledge under this Agreementvalid and binding obligation of Pledgor, have been obtained or completed (enforceable against Pledgor in accordance with its terms subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this AgreementEnforceability Exceptions. 7.9 Each Pledgor’s execution (c) No consent, approval or authorization of, or filing with, any Governmental Entity is required to be made or obtained by Pledgor or any of its affiliates in connection with the execution, delivery and performance of this Security Agreement does or the consummation of the transactions contemplated hereby. (d) Pledgor is not, and after giving effect to the asset sale contemplated by the Purchase Agreement will not violate or conflict be, required to register as an “investment company” under the Investment Company Act. (e) Pledgor owns all of the Collateral credited to the Collateral Account free and clear of liens. (f) The security interest in the Collateral granted to Secured Party by the Pledgor pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other liens). (g) Subject to the execution of a Control Agreement (as defined below) with any laws applicable respect to the Collateral Account by the parties thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes (i) the security interest over created in favor of Secured Party in the Pledged Equity Interest Collateral Account and the security entitlements in respect of the Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106 and 9-106 of the UCC) thereof, (iii) Pledgor does not have notice of any adverse claims with respect to any such security entitlement or such financial assets and (iv) to the first priorityextent Section 9-510(a) of the UCC is applicable and assuming Secured Party has no notice of any adverse claims with respect to any such security entitlements or such financial assets, no action based on an adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. 7.11 Unless otherwise provided (h) With respect to all Collateral that may be perfected by Equity Interest Transfer Agreementfiling a financing statement pursuant to the UCC, all taxes when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and expenses payable Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for obtainment the payment and performance of the Pledged Equity Interest have been paid by the Pledgors in fullSecured Obligations. 7.12 There is no pending or(i) The Collateral Shares are not subject to any transfer restrictions, to other than those set forth in the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this FSC Voting Agreement. 7.13 The Pledgors hereby undertake to (j) Pledgor has been advised by counsel in the Pledgee that the above representations negotiation, execution and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in fulldelivery of this Security Agreement.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor hereby represents and warrants to the Pledgee as followsSecured Party that: 7.1 The Pledgors are PRC citizens (a) Pledgor (i) is duly organized and validly existing in good standing as a limited partnership or other legal entity under the laws of the State of Delaware; (b) has full limited partnership or other legal power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets as currently owned, leased or operated in connection with its business; and (c) is duly qualified to do business and in good standing as a foreign or alien Person, as the case may be, in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its properties or assets makes such qualification necessary, except where the failure to be so qualified, would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. (b) Pledgor has full legal capacity, having full civil rights power and powers authority to execute and to deliver this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Security Agreement, and to consummate the Pledgors are the sole legal owners of the Pledged Equity Interesttransactions contemplated hereby. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled Pledgor has taken all necessary limited partnership action to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to authorize the execution and performance of this Security Agreement by it. This Security Agreement has been duly executed and delivered by Pledgor and, assuming due authorization, execution and delivery of this Agreement by Secured Party, is the Equity Pledge under this Agreementvalid and binding obligation of Pledgor, have been obtained or completed (enforceable against Pledgor in accordance with its terms subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this AgreementEnforceability Exceptions. 7.9 Each Pledgor’s execution (c) No consent, approval or authorization of, or filing with, any Governmental Entity is required to be made or obtained by Pledgor or any of its affiliates in connection with the execution, delivery and performance of this Security Agreement does or the consummation of the transactions contemplated hereby. (d) Pledgor is not, and after giving effect to the asset sale contemplated by the Purchase Agreement will not violate or conflict be, required to register as an “investment company” under the Investment Company Act. (e) Pledgor owns all of the Collateral credited to the Collateral Account free and clear of liens. (f) The security interest in the Collateral granted to Secured Party by the Pledgor pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other liens). (g) Subject to the execution of a Control Agreement (as defined below) with any laws applicable respect to the Collateral Account by the parties thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes (i) the security interest over created in favor of Secured Party in the Pledged Equity Interest Collateral Account and the security entitlements in respect of the Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106 and 9-106 of the UCC) thereof, (iii) Pledgor does not have notice of any adverse claims with respect to any such security entitlement or such financial assets and (iv) to the first priorityextent Section 9-510(a) of the UCC is applicable and assuming Secured Party has no notice of any adverse claims with respect to any such security entitlements or such financial assets, no action based on an adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. 7.11 Unless otherwise provided (h) With respect to all Collateral that may be perfected by Equity Interest Transfer Agreementfiling a financing statement pursuant to the UCC, all taxes when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and expenses payable Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for obtainment the payment and performance of the Pledged Equity Interest have been paid by the Pledgors in fullSecured Obligations. 7.12 There is no pending or(i) The Collateral Shares are not subject to any transfer restrictions, to other than those set forth in the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this FSFR Voting Agreement. 7.13 The Pledgors hereby undertake to (j) Pledgor has been advised by counsel in the Pledgee that the above representations negotiation, execution and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in fulldelivery of this Security Agreement.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Administrative Agent and the Secured Parties, insofar as the same relate to such Pledgor’s assets, actions, statements and business, as follows: 7.1 (a) The Pledgors are PRC citizens with full legal capacity, having full civil rights Pledged Shares listed on the attached Schedule I have been duly authorized and powers to execute this Agreement validly issued and assume is fully paid and nonassessable. (b) Each Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes Collateral indicated on the ownership Schedule I, free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option except for the security interest created over by this Pledge Agreement and Permitted Liens except for restrictions on transfer under applicable federal and state securities laws. (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (i) for the pledge by such Pledgor of the Pledged Equity Interest under Collateral pursuant to this Pledge Agreement and or for the rights created under the Transaction Documentsexecution, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authoritiesdelivery, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Pledge Agreement and by such Pledgor (except to the Equity Pledge extent that financing statements are required under this Agreement, have been obtained the UCC to be filed in order to maintain a perfected security interest) or completed (subject to clause 2 of Article 2.2), and will be fully effective during ii) for the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or exercise by which its assets is bound, any court adjudication, any arbitration award the Administrative Agent or any decision Secured Party of administrative authorities. 7.10 The pledge under the voting or other rights in this Pledge Agreement constitutes or the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment remedies in respect of the Pledged Equity Interest have been paid Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the Pledgors in fulloffering and sale of securities generally). 7.12 There is no pending or(d) Such Pledgor has the corporate power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the knowledge Administrative Agent. (e) The Membership Interests listed on Schedule I constitute 100% of the Pledgorsissued and outstanding membership interests of each respective issuer thereof and all Membership Interests in which any Pledgor has any ownership interest, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor provided that if such issuer is there any pending or, to the knowledge a controlled foreign corporation under Section 957 of the PledgorsCode, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against such Membership Interests constitute 65% of the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect issued and outstanding membership interests of such issuer. The Partnership Interests listed on the financial conditions attached Schedule I constitute 100% of the Pledgors or their abilities to perform their obligations issued and security liabilities outstanding partnership interests of the respective issuer thereof and all Partnership Interests in which any Pledgor has any ownership interest, provided that if such issuer is a controlled foreign corporation under this AgreementSection 957 of the Code, such Partnership Interests constitute 65% of the issued and outstanding partnership interests of such issuer. The Pledged Shares listed on the attached Schedule I constitute 100% of the issued and outstanding shares of capital stock of the respective issuer thereof and all Pledged Shares in which Pledgor has any ownership interest, provided that if such issuer is a controlled foreign corporation under Section 957 of the Code, such Pledged Shares constitute 65% of the issued and outstanding capital stock of such issuer. The JV Interests listed on Schedule I constitute 100% of the JV Interests in which any Pledgor has any ownership interest. 7.13 (f) The Pledgors hereby undertake name of each Pledgor set forth on the signature pages to this Pledge Agreement is the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in fullexact legal name of such Pledgor.

Pledgor’s Representations and Warranties. Each Pledgor hereby, in respect of the Pledgors respectively itself and Gridsum Holdco in which it holds equity interest, represents and warrants to the Pledgee as follows: 7.1 The Pledgors are 6.1 it has full and independent legal status and legal capacity to execute, deliver and perform this Agreement with due authorization, and is capable to act independently as a subject of legal actions. 6.2 Gridsum Holdco in which the Pledgor holds equity interest is a limited liability company duly incorporated and validly existing under PRC citizens with Law, it has independent status as a legal person. It has full and independent legal capacitystatus and capacity to execute, having full civil rights deliver and powers to execute perform this Agreement and assume can independently be a subject of actions. It has full right and authorization to execute and deliver this Agreement and other documents relating to the legal obligations transaction as stipulated in accordance with this Agreement and to be executed by it. It also has full right and authorization to complete the transaction stipulated in this Agreement. 7.2 6.3 All the reports, documents and information related to the Pledgors concerning Pledgor and all the matters as required under by this Agreement that the Pledgors which are provided by Pledgor to the Pledgee prior to the effectiveness of before this Agreement comes into effect are true true, correct and accurate effective in all material respects aspects as of the effectiveness hereof. 6.4 All reports, documents and information concerning Pledgor and all matters as required by this Agreement which are provided by Pledgor to Pledgee after this Agreement comes into effect are true, correct and effective in all material aspects as of the time when such reports, documents and information are provided. 6.5 At the time of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are Pledgor is the sole legal owners owner of the Pledged Equity Interest. There is Property, with no then pending disputes on existing dispute whatsoever concerning the ownership of the Pledged Equity InterestProperty. The Pledgors are entitled Pledgor has the right to dispose of the Pledged Equity Interest Property or any part thereof.part 7.5 6.6 Except for the security interest created over encumbrance set on the Pledged Equity Interest under this Agreement Property hereunder and the rights created set under the Transaction DocumentsAgreements, there are is no other security interest encumbrance or third party rights or any other encumbrance over interests set on the Pledged Equity InterestProperty. 7.6 6.7 The Pledged Equity Interest can be legally Property is capable of being pledged and transferredor transferred according to the laws, and Pledgor has the Pledgors have full rights right and powers power to pledge the Pledged Equity Interest Property to the Pledgee in accordance with the provisions of according to this Agreement. 7.7 6.8 This Agreement, upon due execution by the Pledgors, Agreement constitutes the lawfullegal, valid and binding obligations of the Pledgors after the signing of this Agreementon Pledgor when it is duly executed by Pledgor. 7.8 6.9 Any consent, permission, waive or authorization by any third party approvalsperson, permitsor any approval, waivers and authorizations, permission or exemption by any approvals, permits and waivers of any governmental authoritiesgovernment authority, or any registration or filing formalities (if required by laws) with any government authorities (if legally required), which is required with authority to be handled or obtained in respect to of the execution and performance of this Agreement hereof and the Equity Pledge under this Agreement, hereunder have already been obtained handled or completed (subject to clause 2 of Article 2.2)obtained, and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s 6.10 The execution and performance by Pledgor of this Agreement does are not violate in violation of or conflict with any laws applicable theretoto it, or any agreement to which it is a party or by which has binding effect on its assets is boundassets, any court adjudicationjudgment, any arbitration award award, or any decision of administrative authoritiesadministration authority decision. 7.10 6.11 The pledge under this Agreement hereunder constitutes the security interest over encumbrance of first order in priority on the Pledged Equity Interest with the first priorityProperty. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all 6.12 All taxes and expenses fees payable for obtainment in connection with acquisition of the Pledged Equity Interest Property have already been paid in full amount by the Pledgors in fullPledgor. 7.12 6.13 There is no pending or, to the knowledge of the PledgorsPledgor, threatened lawsuitlitigation, legal proceeding process or claim at arbitration by any court or arbitration any arbitral tribunal against the Pledgors Pledgor, or their property its property, or the Pledged Equity InterestProperty, nor is there any pending or, to the knowledge of the PledgorsPledgor, threatened lawsuitlitigation, legal proceeding process or claim at arbitration by any government agency authority or administrative any administration authority against the Pledgors Pledgor, or their property its property, or the Pledged Equity InterestProperty, which will have is of material or adverse detrimental effect on the financial conditions economic status of the Pledgors Pledgor or their abilities its capability to perform their the obligations hereunder and security liabilities under this Agreementthe Guaranteed Liabilities. 7.13 The Pledgors 6.14 Pledgor hereby undertake warrants to the Pledgee that the above representations and warranties will all be true remain true, correct and accurate effective at any time and be fully complied with under any circumstance and at any time before the Contractual Obligations are fully performed in full or the Secured Guaranteed Liabilities are discharged in fullfully repaid, and will be fully complied with.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Collateral Trustee and the Secured Parties as follows: 7.1 (a) The Pledgors Pledged Collateral applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are PRC citizens with full legal capacity, having full civil rights fully paid and powers to execute this Agreement and assume nonassessable. (b) Such Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes on the ownership Collateral free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option, except for (i) the security interest created over by this Pledge Agreement and (ii) other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”). (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Equity Interest under Collateral pursuant to this Pledge Agreement and or for the rights created under the Transaction Documentsexecution, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authoritiesdelivery, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Pledge Agreement and by such Pledgor or (b) for the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during exercise by the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award Collateral Trustee or any decision Secured Party of administrative authorities. 7.10 The pledge under the voting or other rights provided for in this Pledge Agreement constitutes or the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral Trustee. (e) The Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest have been paid by in such issuer in which the Pledgors in fullPledgor has any ownership interest. 7.12 There is no pending or(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the knowledge date of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Pledge Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively represents and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is are no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest interests or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any required governmental approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is are required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is are bound, or any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the a first priority security interest over the Pledged Equity Interest with the first priorityInterest. 7.11 Unless otherwise provided by the Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of obtaining the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time all times before the Contractual Obligations are due to be performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and ---------------------------------------- warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights (a) Each Pledgor who is an individual and powers to execute this Agreement each trustee or co-trustee of a Pledgor which is a trust resides in the County and assume the State specified therefor on the signature pages hereof. (b) Each Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as beneficial owner of the effectiveness Collateral free and clear of all Liens (other than Liens permitted by Section 6.3 of the Credit Agreement or Section 17 of this Agreement). Each Pledgor has the legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform this Agreement. The pledge of the Collateral pursuant to this Agreement creates a valid security interest in the Collateral. Upon the filing of appropriate financing statements in the filing offices set forth on Schedule B attached hereto and the giving of a Limited Liability ---------- Company Notice to the Pledged Entities and the delivery to the Agent of the Certificates, the Secured Parties will have a first-priority perfected security interest in the Collateral. 7.3 All (c) The Pledged Securities and the reports, documents Pledged Limited Liability Company Interests have been duly authorized and information related to the Pledgors validly issued and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true are fully paid and valid in all material respects upon provisionnonassessable. 7.4 Upon the effectiveness (d) No consent of this Agreementany Person, the Pledgors are the sole legal owners including any member in a Pledged Entity or any Issuer of the Pledged Equity Interest. There Securities, is required for the pledge by any Pledgor of the Collateral. (e) The Pledged Securities described on Schedule A attached hereto ---------- constitute (i) all of the shares of capital stock issued by any Pledged Company owned by each Pledgor, and (ii) that percentage of the issued and outstanding shares of the respective Issuers thereof indicated on Schedule A attached ---------- hereto, and there is no then pending disputes on the ownership other class of shares issued and outstanding of the respective Issuers thereof except as set forth on Schedule A attached hereto. ---------- The Pledged Equity Interest. The Pledgors are entitled to dispose Limited Liability Company Interests described on Schedule A attached ---------- hereto constitute all of the Limited Liability Company Interests of each Pledgor and each Pledgor's respective percentage interest in each such Pledged Equity Interest Entity is as set forth on Schedule A attached hereto. ---------- (f) Subject to Section 14(j) hereof, no authorization, approval or other action by, and no notice to or filing with, any part thereof. 7.5 Except Governmental Authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect) is required (A) for the pledge of the Collateral or the grant of the security interest created over in the Pledged Equity Interest under this Agreement and Collateral by any Pledgor hereby or for the rights created under the Transaction Documentsexecution, there are no other security interest delivery or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement by any Pledgor, or (B) for the exercise by the Agent of the voting rights in the Pledged Securities and the Equity Pledge under this Agreement, have been obtained Pledged Limited Liability Company Interests or completed (subject to clause 2 of Article 2.2), and will any other rights or remedies in respect of the Collateral hereunder except as may be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict required in connection with any disposition of Collateral consisting of securities by laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision affecting the offering and sale of administrative authoritiessecurities generally. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and ---------------------------------------- warrants to the Pledgee as follows: 7.1 (a) Each Pledgor is an individual and resides in the County and the State specified therefor on the signature pages hereof. (b) Each Pledgor is the legal and beneficial owner of the Collateral free and clear of all Liens (other than Liens in favor of the lenders under the Entravision Credit Agreement (the "ECC Lien")). Each Pledgor has the legal -------- right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform this Agreement. The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers pledge of the Collateral pursuant to execute this Agreement creates a valid security interest in the Collateral. Upon the filing of appropriate financing statements in the filing offices set forth on Schedule B attached hereto and assume the legal obligations giving of a Limited ---------- Liability Company Notice to the Pledged Entities, the Secured Party will have a perfected security interest in accordance with this Agreementthe Collateral subject only to the ECC Lien. 7.2 All (c) The Pledged Limited Liability Company Interests have been duly authorized and validly issued and are fully paid and nonassessable. (d) No consent of any Person, including any member in a Pledged Entity, is required for the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as pledge by any Pledgor of the effectiveness of this AgreementCollateral. 7.3 All the reports, documents and information related to the Pledgors and (e) The Pledged Limited Liability Company Interests described on Schedule -------- A attached hereto constitute all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Limited Liability Company Interests of - each Pledgor and each Pledgor's respective percentage interest in each such Pledged Equity InterestEntity is as set forth on Schedule A attached hereto. There ---------- (f) Subject to Section 14(j) hereof, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect) is no then pending disputes on required (A) for the ownership pledge of the Pledged Equity Interest. The Pledgors are entitled to dispose Collateral or the grant of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over in the Pledged Equity Interest under this Agreement and Collateral by any Pledgor hereby or for the rights created under the Transaction Documentsexecution, there are no other security interest delivery or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and by any Pledgor, or (B) for the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 exercise by the Agent of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over voting rights in the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment Limited Liability Company Interests or of any other rights or remedies in respect of the Pledged Equity Interest have been paid by the Pledgors in fullCollateral hereunder. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Administrative Agent and the other Secured Parties as follows: 7.1 (a) The Pledgors are PRC citizens with full legal capacityPledged Collateral applicable to such Pledgor listed on the attached Schedules 2.02(a), having full civil rights 2.02(b) and powers 2.02 (c) has been duly authorized and validly issued to execute this Agreement such Pledgor and assume is fully paid and nonassessable (to the extent applicable). (b) Such Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes on the ownership Collateral free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option, except for (i) the security interest created over the Pledged Equity Interest under by this Pledge Agreement and the rights created (ii) other Permitted Liens. (c) Each Pledgor is, as applicable, (i) duly organized, validly existing, and in good standing under the Transaction Documentslaws of its jurisdiction of formation and (ii) except where the failure to be so qualified could not reasonably be expected to cause a Material Adverse Change, there are in good standing and qualified to do business in each jurisdiction where its ownership or lease of Property or conduct of its business requires such qualification. (d) No authorization, authentication, approval, consent, exemption, or other action by, and no other security interest notice to or third party rights filing with, any Governmental Authority or any other encumbrance over Person is required either (i) for the pledge by such Pledgor of the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferredCollateral pursuant to this Pledge Agreement or for the execution, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authoritiesdelivery, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Pledge Agreement by such Pledgor or (ii) for the exercise by the Administrative Agent or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (e) Each Pledgor has the Equity Pledge under this Agreement, have been obtained or completed requisite power and authority to (subject to clause 2 of Article 2.2)i) own its assets and carry on its business, and will be fully effective during (ii) execute, deliver and perform its obligations under the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement Loan Documents to which it is a party and to perform its obligations thereunder. The execution, delivery, and performance by each Pledgor of this Pledge Agreement and the other Loan Documents to which it is a party and the consummation of the Transactions have been duly authorized by all necessary organizational action of such Pledgor, do not and will not (x) contravene the terms of any such Person’s organizational documents, (y) violate any Legal Requirement, or (z) conflict with or result in any breach or contravention of, or the creation of any Lien under (A) the provisions of any Material Contract or indenture, instrument or agreement to which such Pledgor is a party or is subject, or by which it, or its assets Property, is boundbound or (B) any order, injunction, writ or decree of any court adjudication, any arbitration award Governmental Authority or any decision of administrative authoritiesarbitral award to which such Person or its property is subject. Each Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Administrative Agent. 7.10 (f) The pledge under Membership Interests listed on the attached Schedule 2.02 (a) (i) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02 (a) and all of the Equity Interest in such issuer in which any Pledgor has any ownership interest; (ii) are not represented by any certificate or instrument; and (iii) as of the date hereof, are not “securities” governed by Article 8 of the UCC. Without limitation of the foregoing, as of the Closing Date, no Membership Interest (i) is dealt in or traded on securities exchanges or in securities markets, (ii) is held in a securities account, or (iii) expressly provides that such Membership Interest is a security governed by Article 8 of the UCC. (g) The Partnership Interests listed on the attached Schedule 2.02(b) (i) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which any Pledgor has any ownership interest; (ii) are not represented by any certificate or instrument; and (iii) are not “securities” governed by Article 8 of the UCC. Without limitation of the foregoing, as of the Closing Date, no Partnership Interest (i) is dealt in or traded on securities exchanges or in securities markets, (ii) is held in a securities account, or (iii) expressly provides that such Partnership Interest is a security governed by Article 8 of the UCC. (h) The Pledged Shares listed on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which such Pledgor has any ownership interest. (i) Schedule 3(j) sets forth, for each Pledgor, its sole jurisdiction of formation, its type of organization, its U.S. federal tax identification number, if applicable, its organizational number, if applicable, and all legal names used by it during the last five years prior to the date of this Pledge Agreement. (j) This Pledge Agreement has been duly executed and delivered by each Pledgor that is a party hereto. This Pledge Agreement constitutes a legal, valid and binding obligation of each Pledgor, enforceable against each Pledgor in accordance with its terms, except as such enforceability may be limited by any Debtor Relief Laws or general principles of equity. (k) The Pledgors have disclosed to the security interest over Administrative Agent and the Pledged Equity Interest Secured Parties all agreements, instruments and corporate or other restrictions to which they or any of their Subsidiaries are subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Pledgor to the Administrative Agent or any Secured Party in connection with the first prioritytransactions contemplated hereby and the negotiation of this Pledge Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement(l) There are no actions, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no suits, proceedings, claims or disputes pending or, to the knowledge of any Responsible Officer of a Pledgor, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against any Pledgor or any of their Subsidiaries or against any of their properties or revenues that (i) affect or pertain to this Pledge Agreement or any of the Pledgorsother Loan Documents or any of the Transactions, threatened lawsuitor (ii) either individually or in the aggregate, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interestif determined adversely, nor is there any pending or, could reasonably be expected to the knowledge cause a Material Adverse Change. (m) None of the Pledgors, threatened lawsuitany of their Subsidiaries or any of their respective material properties is in violation of any Legal Requirement or is in default with respect to any judgment, legal proceeding writ, injunction, decree or claim at order of any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this AgreementGovernmental Authority. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each Pledgor hereby, in respect of the Pledgors respectively himself/herself and Gridsum Holdco in which he/she holds equity interest, represents and warrants to the Pledgee as follows: 7.1 The Pledgors are 6.1 he/she has full and independent legal status and legal capacity to execute, deliver and perform this Agreement with due authorization, and is capable to act independently as a subject of legal actions. 6.2 Gridsum Holdco in which the Pledgor holds equity interest is a limited liability company duly incorporated and validly existing under PRC citizens with Law, it has independent status as a legal person. It has full and independent legal capacitystatus and capacity to execute, having full civil rights deliver and powers to execute perform this Agreement and assume can independently be a subject of actions. It has full right and authorization to execute and deliver this Agreement and other documents relating to the legal obligations transaction as stipulated in accordance with this Agreement and to be executed by it. It also has full right and authorization to complete the transaction stipulated in this Agreement. 7.2 6.3 All the reports, documents and information related to the Pledgors concerning Pledgor and all the matters as required under by this Agreement that the Pledgors which are provided by Pledgor to the Pledgee prior to the effectiveness of before this Agreement comes into effect are true true, correct and accurate effective in all material respects aspects as of the effectiveness hereof. 6.4 All reports, documents and information concerning Pledgor and all matters as required by this Agreement which are provided by Pledgor to Pledgee after this Agreement comes into effect are true, correct and effective in all material aspects as of the time when such reports, documents and information are provided. 6.5 At the time of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are Pledgor is the sole legal owners owner of the Pledged Equity Interest. There is Property, with no then pending disputes on existing dispute whatsoever concerning the ownership of the Pledged Equity InterestProperty. The Pledgors are entitled Pledgor has the right to dispose of the Pledged Equity Interest Property or any part thereof. 7.5 6.6 Except for the security interest created over encumbrance set on the Pledged Equity Interest under this Agreement Property hereunder and the rights created set under the Transaction DocumentsAgreements, there are is no other security interest encumbrance or third party rights or any other encumbrance over interests set on the Pledged Equity InterestProperty. 7.6 6.7 The Pledged Equity Interest can be legally Property is capable of being pledged and transferredor transferred according to the laws, and Pledgor has the Pledgors have full rights right and powers power to pledge the Pledged Equity Interest Property to the Pledgee in accordance with the provisions of according to this Agreement. 7.7 6.8 This Agreement, upon due execution by the Pledgors, Agreement constitutes the lawfullegal, valid and binding obligations of the Pledgors after the signing of this Agreementon Pledgor when it is duly executed by Pledgor. 7.8 6.9 Any consent, permission, waive or authorization by any third party approvalsperson, permitsor any approval, waivers and authorizations, permission or exemption by any approvals, permits and waivers of any governmental authoritiesgovernment authority, or any registration or filing formalities (if required by laws) with any government authorities (if legally required), which is required with authority to be handled or obtained in respect to of the execution and performance of this Agreement hereof and the Equity Pledge under this Agreement, hereunder have already been obtained handled or completed (subject to clause 2 of Article 2.2)obtained, and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s 6.10 The execution and performance by Pledgor of this Agreement does are not violate in violation of or conflict with any laws applicable theretoto him/her, or any agreement to which it he/she is a party or by which its assets is boundhas binding effect on his/her assets, any court adjudicationjudgment, any arbitration award award, or any decision of administrative authoritiesadministration authority decision. 7.10 6.11 The pledge under this Agreement hereunder constitutes the security interest over encumbrance of first order in priority on the Pledged Equity Interest with the first priorityProperty. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all 6.12 All taxes and expenses fees payable for obtainment in connection with acquisition of the Pledged Equity Interest Property have already been paid in full amount by the Pledgors in fullPledgor. 7.12 6.13 There is no pending or, to the knowledge of the PledgorsPledgor, threatened lawsuitlitigation, legal proceeding process or claim at arbitration by any court or arbitration any arbitral tribunal against the Pledgors Pledgor, or their property his/her property, or the Pledged Equity InterestProperty, nor is there any pending or, to the knowledge of the PledgorsPledgor, threatened lawsuitlitigation, legal proceeding process or claim at arbitration by any government agency authority or administrative any administration authority against the Pledgors Pledgor, or their property his/her property, or the Pledged Equity InterestProperty, which will have is of material or adverse detrimental effect on the financial conditions economic status of the Pledgors Pledgor or their abilities his/her capability to perform their the obligations hereunder and security liabilities under this Agreementthe Guaranteed Liabilities. 7.13 The Pledgors 6.14 Pledgor hereby undertake warrants to the Pledgee that the above representations and warranties will all be true remain true, correct and accurate effective at any time and be fully complied with under any circumstance and at any time before the Contractual Obligations are fully performed in full or the Secured Guaranteed Liabilities are discharged in fullfully repaid, and will be fully complied with.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively represents and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this AgreementPledgors. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s Pledgors’ execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all All taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor hereby represents and warrants to the Pledgee Lender as follows: 7.1 The Pledgors 4.1. Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Securities, and the Pledged Securities are PRC citizens with full legal capacitynot subject to any pledge, having full civil rights and powers lien, mortgage, hypothecation, security interest, charge, option, warrant or other encumbrance whatsoever, nor to execute any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor that would include such Pledged Securities, except the security interest created by this Agreement and assume the legal obligations in accordance with this Agreementor otherwise securing only Lender. 7.2 4.2. All of the reportsPledged Securities have been duly authorized and validly issued, documents and information related are fully paid and non-assessable. 4.3. Pledgor has full power, authority and legal right to pledge all of the Pledged Securities pursuant to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness terms of this Agreement. 7.3 All 4.4. No consent, license, permit, approval or authorization, filing or declaration with any Governmental Authority, and no consent of any other Person, is required to be obtained by Pledgor in connection with the reportspledge of the Pledged Securities hereunder, documents that has not been obtained or made, and information related is not in full force and effect. 4.5. The pledge, assignment and delivery of the Pledged Securities hereunder creates a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof. Other than pursuant to the Pledgors Agreement, Pledgor has not granted any other liens on, or security interests in, the Pledged Securities. 4.6. The Pledged Securities constitute (a) sixty-five percent (65%) of the total combined voting power of all classes of equity interests or stock of each first-tier Foreign Subsidiary, (b) one hundred percent (100%) of the non-voting equity interests or stock of each first-tier Foreign Subsidiary of Pledgor, and all (c) one hundred percent (100%) of the matters required under outstanding capital stock or other equity interest owned by Pledgor of each Domestic Subsidiary of Pledgor. 4.7. Pledgor has received consideration that is the reasonably equivalent value of the obligations and liabilities that Pledgor has incurred to Lender. Pledgor is not insolvent, as defined in any applicable state or federal statute, nor will Pledgor be rendered insolvent by the execution and delivery of this Agreement to be provided Lender. Pledgor is not engaged or about to engage in any business or transaction for which the assets retained by the Pledgors to the Pledgee after the effectiveness of this Agreement Pledgor are or will be true and valid in all material respects upon provisionan unreasonably small amount of capital, taking into consideration the obligations to Lender incurred hereunder. Pledgor does not intend to incur debts beyond Pledgor's ability to pay them as they mature. 7.4 Upon 4.8. If the effectiveness Pledged Securities are "restricted securities" within the meaning of this AgreementRule 144, or any amendment thereof, promulgated under the Pledgors are Securities Act of 1933, as amended (the sole legal owners "Securities Act"), Pledgor further represents and warrants that, except as disclosed in writing to Lender, (a) Pledgor has been the beneficial owner of the Pledged Equity Interest. There is no then pending disputes on Securities for a period of at least two years prior to the ownership of date hereof, (b) the full purchase price or other consideration for the Pledged Equity Interest. The Pledgors are entitled Securities has been paid or given at least three years prior to the date hereof, and (c) Pledgor does not have a short position in or any put or other option to dispose of any securities of the same class as the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights Securities or any other encumbrance over the Pledged Equity Interestsecurities convertible into securities of such class. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively The Pledgor hereby represents and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights Security Agent and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement Pledgees that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness date hereof: (a) the Shares constitute, on the date hereof, all of the issued and outstanding shares of capital stock of the Issuer; and all of the Shares were duly authorized and issued and are fully paid-in; (b) it has full rights, title, interests and benefits in the Shares free and clear of all Security Interest (save for the pledge created hereunder); (c) the making of the pledge hereunder does not and will not violate its Articles of Incorporation or any law, regulation, directive, agreement, contract or other obligations of the Pledgor; (d) the making of the pledge hereunder does not and will not violate any law, decree or regulation of Korea; (e) obligations of the Pledgor under this Share Pledge Agreement rank at least pari passu with all present and future unsecured and unsubordinated obligations of the Pledgor; (f) the Pledgor is a company duly incorporated, validly existing and in good standing under the laws of Singapore and has full power, authority and legal right to own its property and assets and to carry on its business as such business is now being conducted; (g) the entry into and performance of this Agreement. 7.3 All Share Pledge Agreement and the reportstransactions contemplated by this Share Pledge Agreement do not and will not conflict with or result in a breach of (i) any law, judgment or regulation or any official or judicial order, or (ii) the constitutional documents and information related of the Pledgor, or (iii) any agreement or document to which the Pledgor is a party or which is binding upon it or any of its assets or revenues with a monetary value greater than US$500,000, nor cause any limitation placed on it or the powers of its directors to be exceeded or result in the creation or imposition of any Security Interest on any of its assets or revenues pursuant to the Pledgors provisions of any such agreement or document; (h) no consent of, giving of notice to, or registration with, or taking of any other action in respect of, any governmental authority or agency in any relevant jurisdiction (including Singapore) or of any creditors of the Pledgor is required for or in connection with the execution, performance, validity, enforceability and all admissibility in evidence in the matters required proceedings of this Share Pledge Agreement, or the carrying out by the Pledgor of its obligations under this Share Pledge Agreement, provided that, if this Share Pledge Agreement is to be provided by submitted to a Korean court, a Korean language translation of the Pledgors to Share Pledge Agreement should accompany this Share Pledge Agreement; (i) the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are Pledgor is the sole legal owners and beneficial owner of the Pledged Equity Interest. There is no then pending disputes on Shares; (j) the ownership Pledgor has not granted in favor of any other person any interest in or any option or other rights in respect of the Pledged Equity Interest. The Pledgors are entitled Shares; (k) it has the full power and authority to dispose enter into this Share Pledge Agreement and to assume and perform the obligations hereunder and has taken all steps necessary to authorize its execution and performance of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest its obligations under this Share Pledge Agreement; and (l) this Share Pledge Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawfullegal, valid and binding obligations of the Pledgors after the signing Pledgor enforceable in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting enforcement of this Agreement. 7.8 Any third party approvals, permits, waivers creditors' rights generally and authorizations, any approvals, permits and waivers (ii) general principles of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement good morals and the Equity Pledge general principle of good faith under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreementapplicable laws. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Secured Party and the other Credit Parties as follows: 7.1 (a) The Pledgors Membership Interests, Partnership Interests, and Pledged Shares applicable to such Pledgor listed on the attached Schedule 2.02(a), Schedule 2.02(b) and Schedule 2.02(c) have been duly authorized and validly issued to such Pledgor and are PRC citizens with full legal capacity, having full civil rights fully paid and powers to execute this Agreement and assume nonassessable. (b) Such Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes on the ownership Collateral free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option, except for (i) the security interest created over by this Pledge Agreement and (ii) other Permitted Liens. (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Equity Interest under Collateral pursuant to this Pledge Agreement and or for the rights created under execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the Transaction Documents, there are no other security interest or third party rights exercise by the Secured Party or any Credit Party of the voting or other encumbrance over rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and Collateral pursuant to this Pledge Agreement (except for the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions filing of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required a financing statement with respect to the execution Pledged Collateral and performance except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Secured Party. (e) The Membership Interests listed on the attached Schedule 2.02 (a) constitute the (i) percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and (ii) all of the membership interests of such issuer in which such Pledgor has any ownership interest. (f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute (i) the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and (ii) all partnership interests of such issuer in which such Pledgor has any ownership interest. (g) The Pledged Shares list on the attached Schedule 2.02(c) constitute (i) the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and (ii) all of the shares of stock of such issuer in which such Pledgor has any ownership interests. (h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, organizational number, and all names used by it during the last five years prior to the date of this Agreement and Pledge Agreement. (i) With respect to any Intercompany Note, the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2)applicable Pledgor is, and will be fully effective during at the valid term time such Intercompany Note is delivered to Secured Party hereunder, the record and beneficial owner of such Intercompany Note free and clear of any Liens, other than the liens created by this Pledge Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Administrative Agent and each Lender as followsof the date hereof, as of the Closing Date, as of the Amendment Effective Date and as of the date of each transfer of any Shares by or on behalf of Pledgor under the Facility Documents that: 7.1 The Pledgors are PRC citizens with full legal capacity(a) Pledgor owns all of the Collateral free and clear of any and all liens, having full civil rights claims, security interests, encumbrances, Transfer Restrictions (other than the Existing Transfer Restrictions and powers Permitted Liens) or interests of any third parties other than the Security Interests of the Applicable Lenders and the security interest of the relevant Securities Intermediary to execute this the extent permitted by the relevant Collateral Account Control Agreement and assume will keep all of the legal obligations in accordance with this Collateral free of all liens, claims, security interests, Transfer Restrictions (other than the Existing Transfer Restrictions and Permitted Liens), encumbrances and interests of any third parties of any kind or nature, whether voluntary or involuntary, except the Security Interests of the Applicable Lenders and the security interest of the relevant Securities Intermediary to the extent permitted by the relevant Collateral Account Control Agreement. 7.2 All (b) Pledgor has good right and lawful authority to pledge, assign, transfer, deliver, deposit, set over and confirm unto the reportsApplicable Lenders the Collateral as provided herein and will warrant and defend the title thereto and the security interest therein conveyed to each Applicable Lender by this Agreement against all claims of all Persons (other than the security interests of the other Applicable Lenders, documents and information related subject to the Pledgors provisions of the Loan Agreement) and all will maintain and preserve each such security interest. (c) Pledgor’s exact legal name is correctly set forth on the matters required signature page hereof. Pledgor will not change Pledgor’s name or identity without prior written consent of each of the Applicable Lenders, such consent not to be unreasonably withheld. (d) Borrower has been duly organized as a Bermuda limited liability company, Guarantor has been duly organized as a Bermuda company and each is in good standing as such. Each Pledgor’s chief executive office is, and has been for the four-month period preceding the date hereof (or, if less, the entire period of the existence of such Pledgor), located in the jurisdiction specified on the signature page hereof. In addition, each Pledgor is an organization of the type and is incorporated in or organized under this Agreement that the Pledgors laws of the jurisdiction specified on Exhibit B hereto. Neither Pledgor will change the location of its chief executive office, type of organization, business structure or state of incorporation or organization without prior written consent of each of the Applicable Lenders, such consent not to be unreasonably withheld. (a) Each Security Interest in the Collateral (i) has been validly created, (ii) will attach to each item of Collateral on the Amendment Effective Date (or, if Pledgor first obtains rights thereto on a later date, on such later date) (provided that, with respect to the Pledgee prior Existing Collateral, Pledgors represent and warrant that each Security Interest attached to each item of Existing Collateral on the Closing Date) and (iii) when so attached, will secure all of the Obligations (provided that, with respect to the effectiveness Existing Collateral, each Pledgor represents and warrants that when such Security Interest attached on the Closing Date, it secured all of this Agreement are true and accurate in all material respects the Obligations as of the effectiveness Closing Date). When a UCC financing statement describing the Collateral (as set forth on Exhibit A) has been filed in the District of this Agreement. 7.3 All Columbia naming the reportsApplicable Lender as secured party, documents and information related the Security Interest of such Applicable Lender will be (or, with respect to the Pledgors Existing Collateral, will continue to be) a valid and all perfected security interest in the matters required under this Agreement to be provided by the Pledgors Collateral to the Pledgee after extent that a security interest therein may be perfected by filing pursuant to the effectiveness UCC, prior to all other liens and rights of this others therein (other than the security interests of other Applicable Lenders, subject to the provisions of the Loan Agreement). In addition, each Collateral Account Control Agreement will be true and valid is effective to perfect the Security Interest by control (within the meaning of Section 8-106, 9-104 or 9-106 of the UCC, as applicable) in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity InterestCollateral subject thereto. There The Security Interest is a first priority security interest subject to no then pending disputes prior security interests or liens on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except Collateral other than the security interest created over of the Pledged Equity Interest under this relevant Securities Intermediary to the extent permitted by the relevant Collateral Account Control Agreement and (other than the rights created security interests of other Applicable Lenders, subject to the provisions of the Loan Agreement). Any delivery of Shares, Cash Equivalents or, to the extent permitted under the Transaction DocumentsLoan Agreement, there are no other security interest securities as Collateral by Pledgor shall be effected by the crediting of such Shares, Cash Equivalents or third party rights or other securities, as applicable, accompanied by any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferredrequired transfer tax stamps, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee Collateral Accounts ratably, in accordance with the provisions relevant Applicable Percentages and the Share Segregation Condition under the Loan Agreement. Any delivery of this Agreement. 7.7 This cash as Collateral by Pledgor shall be effected by the wire transfer of immediately available funds ratably, in accordance with relevant Applicable Percentages under the Loan Agreement, upon due execution to accounts designated by the Pledgors, constitutes relevant Applicable Lender (which shall initially be the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect Collateral Accounts subject to the execution and performance Control of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2such Applicable Lender), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to Agent and the Pledgee Lenders as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers to execute this Agreement and assume (a) Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reportsrecord and beneficial owner of, documents and information related to the Pledgors has good and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreementmarketable title to, the Pledgors are the sole legal owners of Pledged Securities, and the Pledged Equity Interest. There is no then pending disputes on Securities are not subject to any pledge, lien, mortgage, hypothecation, security interest, charge, option, warrant or other encumbrance whatsoever, nor to any agreement purporting to grant to any third party a security interest in the ownership property or assets of the Pledgor that would include such Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except Securities, except the security interest created over by this Agreement or otherwise securing only Agent and the Lenders; (b) all of the Pledged Equity Interest under Securities have been duly authorized and validly issued, and are fully paid and non-assessable; (c) Pledgor has full power, authority and legal right to pledge all of the Pledged Securities pursuant to the terms of this Agreement; (d) no consent, license, permit, approval or authorization, filing or declaration with any governmental authority, domestic or foreign, and no consent of any other Person, is required to be obtained by Pledgor in connection with the pledge of the Pledged Securities hereunder, that has not been obtained or made, and is not in full force and effect; (e) the pledge, assignment and delivery of the Pledged Securities hereunder creates a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof; (f) the Pledged Securities constitute 65% of the outstanding shares of stock or other equity interest of each Foreign Subsidiary’s stock or other equity interest pledged in accordance with Section 4 hereof; (g) Pledgor fully anticipates that the Debt will be repaid without the necessity of selling the Pledged Securities; (h) Pledgor (i) has received consideration that is the reasonable equivalent value of the obligations and liabilities that Pledgor has incurred to Agent and the Lenders, (ii) is not insolvent, as defined in any applicable state or federal statute, nor will Pledgor be rendered insolvent by the execution and delivery of this Agreement to Agent, for the benefit of the Lenders, (iii) is not engaged or about to engage in any business or transaction for which the assets retained by Pledgor are or will be an unreasonably small amount of capital, taking into consideration the obligations to Agent and the rights created Lenders incurred hereunder, and (iv) does not intend to incur debts beyond Pledgor’s ability to pay them as they mature; and (i) if the Pledged Securities are “restricted securities” within the meaning of Rule 144, or any amendment thereof, promulgated under the Transaction DocumentsSecurities Act of 1933, there are no as amended (the “Securities Act”), as determined by counsel for Pledgor, Pledgor further represents and warrants that (i) Pledgor has been the beneficial owner of the Pledged Securities for a period of at least two years prior to the date hereof, (ii) the full purchase price or other security interest consideration for the Pledged Securities has been paid or third party rights given at least two years prior to the date hereof, and (iii) Pledgor does not have a short position in or any put or other option to dispose of any Table of Contents securities of the same class as the Pledged Securities or any other encumbrance over the Pledged Equity Interestsecurities convertible into securities of such class. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively The Pledgor represents and warrants to the Pledgee as follows: 7.1 (a) The Pledgors Pledged Shares and the Pledged Partnership/Membership Interests have been duly authorized and validly issued and are PRC citizens with full legal capacityfully paid and nonassessable. (b) The Pledged Debt has been duly authorized, having full civil issued, and delivered, and is the legal, valid, binding, and enforceable obligation of the obligor thereon and is not in default. (c) There are no restrictions upon the voting rights associated with, or upon the transfer of, any of the Pledged Collateral. (d) The Pledgor has the right to vote, pledge, and powers grant a security interest in or otherwise transfer the Pledged Collateral to execute this Agreement which it has any right, title, and assume interest free of any Liens other than Liens permitted by the legal obligations in accordance with this Credit Agreement. 7.2 All (e) The Pledgor is the reports, documents legal and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes on the ownership Collateral free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option, except for (i) the security interest created over the Pledged Equity Interest under by this Pledge Agreement and (ii) Liens permitted by the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferredCredit Agreement, and the Pledgors have full rights and powers Pledgor has not sold, granted any option with respect to, assigned, transferred, or otherwise disposed of any interest in or to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this AgreementCollateral. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations (f) The pledge of the Pledgors after Pledged Collateral does not violate (i) the signing articles, bylaws, operating agreements, or partnership agreement, as applicable, of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers the issuers of any governmental authoritiesthe Pledged Collateral, or any registration indenture, mortgage, bank loan, or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any credit agreement to which it the Pledgor is a party or by which any of its respective properties or assets is may be bound, or (ii) any court adjudicationrestriction on such transfer or encumbrance of such Pledged Collateral. (g) No consent of any other Person and no authorization, approval, or other action by, and no notice to or filing with, any arbitration award Governmental Authority or any decision of administrative authorities. 7.10 The regulatory body, that has not occurred, is required either (i) for the pledge under this Agreement constitutes by the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment Pledgor of the Pledged Equity Interest have been paid Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by the Pledgors Pledgor (except to the extent that financing statements may be required under the UCC to be filed in fullorder to maintain a perfected security interest in the Pledged Collateral) or (ii) for the exercise by the Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). 7.12 There (h) The Pledged Shares constitute percent of the issued and outstanding shares of capital stock of the respective issuers thereof indicated on the attached Schedule 2.02(a). (i) The Pledged Debt is no pending ornot directly or indirectly secured by any Lien, does not evidence any lease, is not chattel paper, consists solely of advances of money made by the Pledgor to the knowledge obligor thereon and proceeds of Pledged Debt and is not evidenced by any instrument unless such instrument has been delivered to the Secured Party. (j) Upon delivery of each of the Pledgorscertificates or instruments, threatened lawsuitif any, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or representing the Pledged Equity InterestCollateral, nor is there any pending orthe pledge of the Pledged Collateral pursuant to this Pledge Agreement will create a valid and perfected first priority security interest in the Pledged Collateral securing the payment and performance of the Secured Obligations. (k) Upon the filing of financing statements with the _________________, the security interests granted to the knowledge Secured Parties hereunder will constitute valid first-priority perfected security interests in all Pledged Collateral with respect to which a security interest can be perfected by the filing of a financing statement, subject only to Liens permitted by the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Credit Agreement. 7.13 (l) The Pledgors hereby undertake to chief place of business and chief executive office of the Pledgee that Pledgor and the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and office where the Pledgor keeps the Records are located at any time before the Contractual Obligations are performed in full or address set forth opposite the Secured Liabilities are discharged in fullPledgor's name on the signature pages hereof.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to Agent and Lenders, in the Pledgee case of the Pledged Securities set forth on Exhibit A to this Agreement as of the date hereof, and in the case of Pledged Securities pledged pursuant to this Agreement after the date hereof, as of the date of such pledge, as follows: 7.1 The Pledgors 3.1. Pledgor is the legal record and beneficial owner of, and has good title to, the Pledged Securities, and the Pledged Securities are PRC citizens with full legal capacitynot subject to any Lien, having full civil rights nor to any other agreement purporting to grant to any third party a security interest in the property or assets of Pledgor that would include the Pledged Collateral, except (a) as otherwise permitted pursuant to the Credit Agreement and powers to execute (b) for the security interest created by this Agreement or otherwise securing only Agent and assume Lenders. 3.2. All of the Pledged Securities have been duly authorized and validly issued, and are fully paid and non-assessable. 3.3. Pledgor has the legal obligations in accordance with this Agreement. 7.2 All power to pledge all of the reports, documents and information related Pledged Securities pursuant to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness terms of this Agreement. 7.3 All the reports3.4. No consent, documents license, permit, approval or authorization, filing or declaration with any Governmental Authority, and information related to the Pledgors and all the matters no consent of any other party, is required under this Agreement to be provided obtained by Pledgor in connection with the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners pledge of the Pledged Equity InterestSecurities hereunder, in each case that has not been obtained or made, and is not in full force and effect. 3.5. There is no then pending disputes on the ownership The pledge, assignment and delivery of the Pledged Equity InterestSecurities hereunder create a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof. 3.6. The Pledgors are entitled Pledgor fully anticipates that the Debt will be repaid without the necessity of selling the Pledged Securities. 3.7. Pledgor has received consideration that is the reasonable equivalent value of the obligations and liabilities that Pledgor has incurred to dispose Agent and Lenders. 3.8. All of the Pledged Equity Interest Securities are represented by a certificate or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required)instrument, which is required such certificate or instrument has been deposited with respect to Agent for the execution and performance benefit of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this AgreementLenders. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of The Pledgor shall make the Pledgors respectively represents following representations and warrants warranties to the Pledgee in executing this Agreement, and shall acknowledge that the Pledgee executes and performs this Agreement by relying on such representations and warranties: 5.1 The Pledgor duly holds the Shares hereunder, and is entitled to pledge the same to the Pledgee as follows:a security. 7.1 5.2 During the period from the execution date of this Agreement to the date the Pledgee commences to enjoy the Pledge under Paragraph 2.4 hereof, at no time shall the Pledgee’s exercise of its rights or realization of the pledge under this pledge Agreement be subject to any legal claim made any other Party or proper intervention. 5.3 The Pledgors are PRC citizens with full legal capacity, having full civil rights Pledgee shall have the right to exercise the Pledge in such manner as provided by laws and powers regulations as well as this Agreement. 5.4 The Pledgee has obtained all necessary corporate authorizations to execute this Agreement and assume perform its obligations hereunder without violating any applicable laws and regulations, and the legal obligations in accordance with undersigned authorized representative has been duly and validly empowered to sign this Agreement. 7.2 All 5.5 Except for the reportspledge hereunder, documents and information related there exists no other encumbrance or third party security interests of any kind (including, without limitation, pledge) on the Shares held by the Pledgor. 5.6 There exists no ongoing or pending civil, administrative or criminal proceeding, administrative punishment or arbitration in relation to the Pledgors Shares. 5.7 There exists no due and all the matters required under this Agreement that the Pledgors provided outstanding tax levies, expenses or pending legal proceedings or procedures in relation to the Pledgee prior to the effectiveness Shares. 5.8 Any provision of this Agreement are shows the Pledgee’s true intention, and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole has legal owners of the Pledged Equity Interest. There is no then pending disputes binding force on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereofPledgee. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to Administrative Agent and the Pledgee Lenders as follows: 7.1 The Pledgors 4.1. Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Securities, and the Pledged Securities are PRC citizens with full legal capacitynot subject to any pledge, having full civil rights and powers lien, mortgage, hypothecation, security interest, charge, option, warrant or other encumbrance whatsoever, nor to execute any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor that would include such Pledged Securities, except the security interest created by this Agreement or otherwise securing only Administrative Agent and assume the legal obligations in accordance with this AgreementLenders. 7.2 4.2. All of the reportsPledged Securities have been duly authorized and validly issued, documents and information related are fully paid and non-assessable. 4.3. Pledgor has full power, authority and legal right to pledge all of the Pledged Securities pursuant to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness terms of this Agreement. 7.3 All 4.4. No consent, license, permit, approval or authorization, filing or declaration with any governmental authority, domestic or foreign, and no consent of any other Person, is required to be obtained by Pledgor in connection with the reportspledge of the Pledged Securities hereunder, documents that has not been obtained or made, and information related is not in full force and effect. 4.5. The pledge, assignment and delivery of the Pledged Securities hereunder creates a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof. 4.6. The Pledged Securities constitute one hundred percent (100%) of the outstanding capital stock of each Subsidiary (other than a Foreign Subsidiary) of Pledgor. 4.7. Pledgor fully anticipates that the Obligations will be repaid without the necessity of selling the Pledged Securities. 4.8. Pledgor has received consideration that is the reasonable equivalent value of the obligations and liabilities that Pledgor has incurred to Administrative Agent and the Pledgors Lenders. Pledgor is not insolvent, as defined in any applicable state or federal statute, nor will Pledgor be rendered insolvent by the execution and all the matters required under delivery of this Agreement to be provided Administrative Agent, for the benefit of the Lenders. Pledgor is not engaged or about to engage in any business or transaction for which the assets retained by the Pledgors to the Pledgee after the effectiveness of this Agreement Pledgor are or will be true an unreasonably small amount of capital, taking into consideration the obligations to Administrative Agent and valid in all material respects upon provisionthe Lenders incurred hereunder. Pledgor does not intend to incur debts beyond Pledgor 's ability to pay them as they mature. 7.4 Upon 4.9. If the effectiveness Pledged Securities are "restricted securities" within the meaning of this AgreementRule 144, or any amendment thereof, promulgated under the Pledgors are Securities Act of 1933, as amended (the sole legal owners "Securities Act"), as determined by counsel for Pledgor, Pledgor further represents and warrants that, except as disclosed in writing to Lender, (a) Pledgor has been the beneficial owner of the Pledged Equity Interest. There is no then pending disputes on Securities for a period of at least two years prior to the ownership of date hereof, (b) the full purchase price or other consideration for the Pledged Equity Interest. The Pledgors are entitled Securities has been paid or given at least two years prior to the date hereof, and (c) Pledgor does not have a short position in or any put or other option to dispose of any securities of the same class as the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights Securities or any other encumbrance over the Pledged Equity Interestsecurities convertible into securities of such class. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively The Pledgor represents and warrants to the Pledgee as follows: 7.1 (a) The Pledgors Pledged Shares have been duly authorized and validly issued and are PRC citizens with full legal capacity, having full civil rights fully paid and powers to execute this Agreement and assume nonassessable. (b) The Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes on the ownership Collateral free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option, except for (i) the security interest created over the Pledged Equity Interest under by this Pledge Agreement and (ii) Liens permitted by the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferredNote Purchase Agreement, and the Pledgors have full rights and powers Pledgor has not sold, granted any option with respect to, assigned, transferred or otherwise disposed of any interest in or to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this AgreementCollateral. 7.7 This Agreement(c) The security interest in the Pledged Collateral created pursuant to this Pledge Agreement creates a valid, binding, and first priority security interest in the Pledged Collateral, securing the payment, performance and observance of the Secured Obligations, and such security interest will be a perfected first priority security interest upon due execution the receipt of possession by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment Secured Party of the Pledged Equity Interest have been paid Shares. (d) No consent of any other Person and no authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body, that has not occurred, is required either (i) for the pledge by the Pledgors Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance (other than authorizations, approvals or actions required in fullthe performance of its business generally and which it expects to obtain in the ordinary course of its business) of this Pledge Agreement by the Pledgor (except to the extent that financing statements may be required under the UCC to be filed in order to maintain a perfected security interest in the Pledged Collateral) or (ii) for the exercise by the Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required by the Intercreditor Agreement or in connection with such disposition by laws affecting the offering and sale of securities generally). 7.12 There is no pending or, to the knowledge (e) The Pledged Shares constitute 100% of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge issued and outstanding shares of capital stock of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this AgreementCompany. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to Secured Party and the Pledgee Lenders as follows: 7.1 (a) The Pledgors are PRC citizens with full legal capacity, having full civil rights Pledged Collateral listed on the attached Schedule II has been duly authorized and powers to execute this Agreement validly issued and assume is fully paid and nonassessable. (b) Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes on the ownership Collateral free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option, except for (i) the security interest created over by this Pledge Agreement and (ii) other Permitted Liens. (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (i) for the pledge by Pledgor of the Pledged Equity Interest under Collateral pursuant to this Second Pledge Agreement and or for the rights created under the Transaction Documentsexecution, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authoritiesdelivery, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Second Pledge Agreement and by Pledgor (except to the Equity Pledge extent that financing statements are required under this Agreement, have been obtained the UCC to be filed in order to maintain a perfected security interest) or completed (subject to clause 2 of Article 2.2), and will be fully effective during ii) for the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or exercise by which its assets is bound, any court adjudication, any arbitration award Secured Party or any decision Lender of administrative authorities. 7.10 The pledge under the voting or other rights provided for in this Second Pledge Agreement constitutes or the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment remedies in respect of the Pledged Equity Interest have been paid Collateral pursuant to this Second Pledge Agreement (except as may be required in connection with such disposition by laws affecting the Pledgors in fulloffering and sale of securities generally). 7.12 There (d) Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to Secured Party. (e) [The [Membership Interests][Partnership Interests] listed on the attached Schedule II constitute [100][1]% of the issued and outstanding [membership][general partnership] interests of the respective issuer thereof and all [Membership Interests][Partnership Interests] in which Pledgor has any ownership interest.][The Pledged Shares listed on the attached Schedule II constitute 100% of the issued and outstanding shares of capital stock of the respective issuer thereof and of the Pledged Shares in which Pledgor has any ownership interests.] (f) The name of Pledgor set forth in the first paragraph of this Pledge Agreement is no pending orthe exact legal name of Pledgor. The legal address of Pledgor and the address of its principal place of business and chief executive office is [6300 Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 0, Xxxxx 000, Xxxxxx, Xxxxx 00000]. Pledgor keeps all records and documents relating to the knowledge of the PledgorsPledged Collateral at such address or with Nevada Corporate Management, threatened lawsuitInc., legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest0000 Xxxxxx Xxxxxx Parkway, nor is there any pending orSuite 300, to the knowledge of the PledgorsNorth Las Vegas, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this AgreementNevada 89109. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to Agent and Lenders, in the Pledgee case of the Pledged Securities set forth on Exhibit A to this Agreement as of the date hereof, and in the case of Pledged Securities pledged pursuant to this Agreement after the date hereof, as of the date of such pledge, as follows: 7.1 The Pledgors 3.1. Pledgor is the legal record and beneficial owner of, and has good title to, the Pledged Securities, and the Pledged Securities are PRC citizens with full legal capacitynot subject to any Lien, having full civil rights nor to any other agreement purporting to grant to any third party a security interest in the property or assets of Pledgor that would include the Pledged Collateral, except (a) as otherwise permitted pursuant to the Credit Agreement and powers to execute (b) for the security interest created by this Agreement or otherwise securing only Agent and assume Lenders. 3.2. All of the Pledged Securities have been duly authorized and validly issued, and are fully paid and non-assessable. 3.3. Pledgor has the legal obligations in accordance with this Agreement. 7.2 All power to pledge all of the reports, documents and information related Pledged Securities pursuant to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness terms of this Agreement. 7.3 All the reports3.4. No consent, documents license, permit, approval or authorization, filing or declaration with any Governmental Authority, and information related to the Pledgors and all the matters no consent of any other party, is required under this Agreement to be provided obtained by Pledgor in connection with the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners pledge of the Pledged Equity InterestSecurities hereunder, in each case that has not been obtained or made, and is not in full force and effect. 3.5. There is no then pending disputes on the ownership The pledge, assignment and delivery of the Pledged Equity InterestSecurities hereunder create a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof. 3.6. The Pledgors are entitled Pledgor fully anticipates that the Debt will be repaid without the necessity of selling the Pledged Securities. 3.7. Pledgor has received consideration that is the reasonable equivalent value of the obligations and liabilities that Pledgor has incurred to dispose Agent and Lenders. 3.8. All of the Pledged Equity Interest Securities are represented by a certificate or any part thereofinstrument, which such certificate or instrument has been deposited with Agent for the benefit of Lenders. 7.5 Except 3.9. The Pledged Securities are “securities” as such term is defined in Article 8 of the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity InterestUCC. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment 3.10. None of the Pledged Equity Interest have been paid by Securities are subject to any right of first refusal or other restriction that could restrict the Pledgors in full. 7.12 There is no pending or, transfer of any such interest to the knowledge of the Pledgors, threatened lawsuit, legal proceeding Agent or claim at any court Lender or arbitration tribunal against the Pledgors or their property any nominee thereof or the Pledged Equity Interestability of any purchaser of any such interest to transfer such interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect except for restrictions on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities transfer under this Agreementapplicable law. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of 11. The Pledgor hereby makes the Pledgors respectively represents following representations and warrants warranties to the Pledgee as follows: 7.1 Pledgee: The Pledgors are PRC citizens Pledgor is a legal person with full legal capacity, having full complete ability for civil rights activities and powers has the complete qualification and power to execute and perform this Agreement contract and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interestbear civil responsibilities. The Pledgors are entitled to dispose of Pledgor has carefully read, fully understands and accepts the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement contents herein and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement contract is voluntary; the Pledgor acknowledges that the intents expressed herein are its true intents. All the documents, material and certificates provided by the Equity Pledge under this AgreementPledgor to the Pledgee are authentic, have been obtained or completed (subject to clause 2 of Article 2.2)complete, accurate and valid, and will be fully effective during the valid term all copies of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest documents provided are consistent with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment originals thereof. The Pledgor is the legal owner of the Pledged Equity Interest Items or has the right to dispose of, or the regulatory approval (if required) to pledge the Pledged Items. There are no encumbrances on, nor any disputes or defects about, the Pledged Items. The Pledgor has obtained all the government approvals and third party consents necessary for the execution of this contract, and the execution of this contract will not violate any other contracts to which the Pledgor is a party. The pledge hereunder will not have any restrictions. Besides this contract, the Pledgor has not executed any other contracts pursuant to which the Pledged Items are gifted, transferred or disposed of in part or in whole, or attached with other encumbrances. The information provided in Appendix 1 regarding the Pledged Items are true and accurate. The Pledgor has paid all fees and charges payable (including taxes) in connection with the Pledged Items and performed all other covenants and obligations regarding the Pledged Items. The Pledgor has completed all filings and registrations required to ensure the effectiveness and validity and enforceability of this contract. There has been paid by the Pledgors in full. 7.12 There is no pending orlitigation, to arbitration or administrative proceedings that involve the knowledge of the PledgorsPledgor, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding Items or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which that will have material or a substantively adverse effect on the financial conditions Pledgor’s ability to perform its obligations hereunder. There has been no, and nor there will be, any event of breach. The Pledged Items are valid and in existence and within the scope of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 pledge. The Pledgors hereby undertake to the Pledgee that the above representations and warranties above will all be remain true and accurate during the effective term of this contract, and be fully complied with under any circumstance and at the Pledgor will provide further documents any time before at the Contractual Obligations are performed in full or the Secured Liabilities are discharged in fullPledgee’s request.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Administrative Agent and the Secured Parties, insofar as the same relate to such Pledgor’s assets, actions, statements and business, as follows: 7.1 (a) The Pledgors are PRC citizens with full legal capacity, having full civil rights Pledged Collateral listed on the attached Schedule I has been duly authorized and powers to execute this Agreement validly issued and assume is fully paid and non-assessable. (b) Each Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes Collateral, free and clear of any Lien or option except for Permitted Liens, and the Liens in the Pledged Collateral granted to the Administrative Agent hereunder are prior to all other Liens on the ownership Collateral other than Permitted Priority Liens. (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (i) for the pledge by such Pledgor of the Pledged Equity Interest. The Pledgors Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor (except to the extent that financing statements are entitled required under the UCC to dispose be filed in order to maintain a perfected security interest) or (ii) for the exercise by the Administrative Agent or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Equity Interest Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally or local laws affecting the perfection of securities issued by any part thereofForeign Subsidiary or the enforcement of rights in such foreign jurisdictions against the Pledged Collateral). 7.5 Except (d) Such Pledgor has the security interest created over full right, power and authority to deliver, pledge, assign and transfer the Pledged Equity Interest under this Agreement Collateral to the Administrative Agent. (e) As of the Effective Date, the Membership Interests listed on Schedule I constitute the issued and outstanding membership interests specified on Schedule I of each respective issuer thereof and all Membership Interests in which any Pledgor has any ownership interest. As of the rights created under Effective Date, the Transaction DocumentsPartnership Interests listed on the attached Schedule I constitute the issued and outstanding partnership interests specified on Schedule I of the respective issuer thereof and all Partnership Interests in which any Pledgor has any ownership interest. As of the Effective Date, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity InterestShares listed on the attached Schedule I constitute the issued and outstanding shares or shares of capital stock specified on Schedule I of the respective issuer thereof and all Pledged Shares in which any Pledgor has any ownership interest. As of the Effective Date, the JV Interests listed on Schedule I constitute all JV Interests in which any Pledgor has any ownership interest. 7.6 (f) The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions name of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect each Pledgor set forth on the financial conditions signature pages to this Pledge Agreement is the exact legal name of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreementsuch Pledgor. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the The Pledgors respectively represents hereby severally and warrants jointly represent and warrant to the Pledgee as follows: 7.1 The Each of the Pledgors are is a PRC citizens citizen with full legal capacity, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provisionaspects at the time when they are provided. 7.4 Upon the effectiveness of this Agreement, each of the Pledgors are is the sole legal owners owner of the Pledged Equity Interest. There is are no then pending disputes on whatsoever concerning the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over encumbrance set on the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest encumbrance or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizationsauthorizations by any third party, or any required governmental approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is are required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is are bound, or any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest a first priority encumbrance over the Pledged Equity Interest with the first priorityInterest. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all All taxes and expenses payable for obtainment of obtaining the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuitlitigation, legal proceeding process or claim at demand by any court or arbitration any arbitral tribunal against the Pledgors Pledgors, or their property property, or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuitlitigation, legal proceeding process or claim at demand by any government agency authority or administrative any administration authority against the Pledgors Pledgors, or their property property, or the Pledged Equity Interest, which will have is of material or adverse detrimental effect on the financial conditions economic status of the Pledgors or their abilities capability to perform their the obligations hereunder and security liabilities under this Agreementthe Secured Liabilities. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time all times before the Contractual Obligations are due to be performed in full or the Secured Liabilities are discharged in full. 7.14 If the Company is required to be dissolved or liquidated as per compulsory provisions of applicable laws, any interest distributed to the Pledgors according to law upon completion of legal dissolution or liquidation of the Company shall be presented to the Pledgee or the entity/individual designated by the Pledgee to the extent not in violation of the PRC Law.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to Administrative Agent and the Pledgee Lenders as follows: 7.1 The Pledgors 4.1. Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Securities, and the Pledged Securities are PRC citizens with full legal capacitynot subject to any pledge, having full civil rights and powers lien, mortgage, hypothecation, security interest, charge, option, warrant or other encumbrance whatsoever, nor to execute any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor that would include such Pledged Securities, except the security interest created by this Agreement or otherwise securing only Administrative Agent and assume the legal obligations in accordance with this AgreementLenders. 7.2 4.2. All of the reportsPledged Securities have been duly authorized and validly issued, documents and information related are fully paid and non-assessable. 4.3. Pledgor has full power, authority and legal right to pledge all of the Pledged Securities pursuant to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness terms of this Agreement. 7.3 All 4.4. No consent, license, permit, approval or authorization, filing or declaration with any governmental authority, domestic or foreign, and no consent of any other Person, is required to be obtained by Pledgor in connection with the reportspledge of the Pledged Securities hereunder, documents that has not been obtained or made, and information related is not in full force and effect. 4.5. The pledge, assignment and delivery of the Pledged Securities hereunder creates a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof. 4.6. The Pledged Securities constitute sixty-five percent (65%) of the outstanding shares of stock or other equity interest of each Foreign Subsidiary's stock or other equity interest pledged in accordance with Section 5 hereof. 4.7. Pledgor fully anticipates that the Obligations will be repaid without the necessity of selling the Pledged Securities. 4.8. Pledgor has received consideration that is the reasonable equivalent value of the obligations and liabilities that Pledgor has incurred to Administrative Agent and the Pledgors Lenders. Pledgor is not insolvent, as defined in any applicable state or federal statute, nor will Pledgor be rendered insolvent by the execution and all the matters required under delivery of this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this AgreementAdministrative Agent, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.for

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Collateral Agent and the Secured Parties, insofar as the same relate to such Pledgor’s assets, actions, statements and business, as follows: 7.1 (a) The Pledgors are PRC citizens with full legal capacity, having full civil rights Pledged Collateral listed on the attached Schedule I has been duly authorized and powers to execute this Agreement validly issued and assume is fully paid and nonassessable. (b) Each Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes Collateral indicated on the ownership Schedule I, free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option except for (i) the security interest created over by this Pledge Agreement and (ii) other Excepted Liens. (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (i) for the pledge by such Pledgor of the Pledged Equity Interest under Collateral pursuant to this Pledge Agreement and or for the rights created under the Transaction Documentsexecution, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authoritiesdelivery, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Pledge Agreement and by such Pledgor (except to the Equity Pledge extent that financing statements are required under this Agreement, have been obtained the UCC to be filed in order to maintain a perfected security interest) or completed (subject to clause 2 of Article 2.2), and will be fully effective during ii) for the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or exercise by which its assets is bound, any court adjudication, any arbitration award the Collateral Agent or any decision Secured Party of administrative authorities. 7.10 The pledge under the voting or other rights provided for in this Pledge Agreement constitutes or the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment remedies in respect of the Pledged Equity Interest have been paid Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the Pledgors in fulloffering and sale of securities generally). 7.12 There is no pending or(d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the knowledge Collateral Agent. (e) The Membership Interests listed on Schedule I constitute 100% of the Pledgors, threatened lawsuit, legal proceeding or claim at issued and outstanding membership interests of each respective issuer thereof and all Membership Interests in which any court or arbitration tribunal against Pledgor has any ownership interest. The Partnership Interests listed on the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge attached Schedule I constitute 100% of the Pledgors, threatened lawsuit, legal proceeding or claim at issued and outstanding partnership interests of the respective issuer thereof and all Partnership Interests in which any government agency or administrative authority against the Pledgors or their property or the Pledgor has any ownership interest. The Pledged Equity Interest, which will have material or adverse effect Shares listed on the financial conditions attached Schedule I constitute 100% of the Pledgors issued and outstanding shares or their abilities to perform their obligations shares of capital stock of the respective issuer thereof and security liabilities under this Agreementall Pledged Shares in which Pledgor has any ownership interest. The JV Interests listed on Schedule I constitute 100% of the JV Interests in which any Pledgor has any ownership interest. 7.13 (f) The Pledgors hereby undertake name of each Pledgor set forth on the signature pages to this Pledge Agreement is the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in fullexact legal name of such Pledgor.

Pledgor’s Representations and Warranties. Each The Pledgors hereby severally represent and warrant that, as of the Pledgors respectively represents date hereof: (a) The Pledgors' execution and warrants delivery of, and their performance of their obligations under, this Security Agreement will not (i) contravene any provision of applica ble law or statute, either Pledgor's organization documents, any material agreement or other material instrument binding upon either Pledgor or any of their affiliates, or any judgment, order or decree of any governmental or tribal body, agency or court having jurisdiction over either Pledgor or any of its affiliates, or (ii) result in the creation or imposition of any Lien on assets of either Pledgor, except for the security interest granted to the Pledgee Trustee herein. Except as follows:described in the Offering Memorandum, no consent, approval, authorization or order of, qualification with, or other action by any governmental, tribal, or regulatory body or agency or any third party is required for (i) either Pledgor's execution, delivery or performance of this Security Agreement, (ii) either Pledgor's grant of, or the perfection and maintenance of, the security interest created hereby (including its first priority nature, assuming compliance by the Securities Intermediary with its obligations in this Security Agreement), or (iii) (except for any consents, approvals, authorizations, or order required to be obtained by the Trustee (or the Holders) for reasons other than the consummation of the transactions contemplated by this Security Agreement) the Trustee's exercise of its rights or remedies with respect to the Pledged Collateral. Notwithstanding the foregoing, a breach of any of the representations and warranties in this Section 7(a) will not constitute a default under this Security Agreement unless that breach causes a material adverse effect on (i) the validity or enforceability of this Security Agreement or any other material agreement executed in connection herewith, and (ii) the Pledgors' ability to perform their material obligations under the Notes and the Indentures. 7.1 (b) The Pledgors have duly and validly authorized, executed, and delivered this Security Agreement. Assuming the Trustee's and Security Intermediary's due authorization, execution and delivery of this Security Agreement and its enforceability against the Trustee and the Securities Intermediary in accordance with its terms, this Security Agreement constitutes the Pledgors' valid and binding agreement, enforceable against each of them, jointly and severally, in accordance with its terms, except as (i) may be limited by bankruptcy, insolvency, fraudulent transfer, preference, reorganization, moratorium, or similar laws now or hereafter in effect relating to or affecting creditors' rights or remedies generally, (ii) the availability of equitable remedies may be limited by equitable principles of general applicability and the discretion of the court considering the matter, (iii) the exculpation provisions and rights to indemnification hereunder may be limited by federal and state securities laws and public policy considerations, and (iv) the waiver of rights and defenses in and other provisions of Sections 13(b), 16.11, and 16.15 hereof may be limited by applicable law. (c) The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal beneficial owners of the Pledged Equity InterestSecurities and other Pledged Collateral. There The Pledgors own the Pledged Securities and other Pledged Collateral free and clear of any Lien or claim of any person or entity, except for the security interest granted to the Trustee herein. No financing statement or other instrument similar in effect covering the Pledgors' interest in the Pledged Securities is no then pending disputes on file in any public office, other than any financing statement filed under this Security Agreement. (d) Upon the ownership Trustee's acquisition of a Security Entitlement in the Pledged Collateral in accordance herewith, and the Securities Intermediary's performance of its obligations hereunder, the security interest granted to the Trustee herein will constitute a first priority perfected security interest in the Pledged Collateral (except, with respect to proceeds, only to the extent permitted by UCC 9-306), enforceable (except insofar as enforcement may be affected by general equitable principles whether considered in a proceeding in equity or at law) as such against all creditors of the Pledgors and against any Person purporting to purchase any of the Pledged Equity InterestCollateral from the Pledgors. The Pledgors are entitled All filings and actions necessary to dispose of the Pledged Equity Interest or any part thereofperfect and protect that security interest have been duly taken. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there (e) There are no other security interest legal or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no proceedings pending or, to the knowledge best of the either Pledgors' knowledge, threatened lawsuitthreatened, legal proceeding or claim at any court or arbitration tribunal against to which the Pledgors or any of their subsidiaries is a party or relating to any property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities any subsidiary, that would materially adversely affect the Pledgors' power or ability to perform their obligations and security liabilities under this Security Agreement, the Notes, or the Indenture. 7.13 The Pledgors hereby undertake (f) No law or governmental regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System) applicable to the Pledgee that Pledgors prohibits the above representations grant of the security interest to the Trustee hereunder. (g) Waterford Gaming, L.L.C. and warranties will all be true and accurate and be fully complied with under any circumstance and Waterford Gaming Finance Corp. each maintain their chief executive offices at any time before 914 Hartford Turnpixx, Xxxxxxxxx, Xxxxxxxxxxx 00000. Xxxxxxx Xxxdgor will, until the Contractual Obligations are performed in full or Termination Date (as defined below), change the Secured Liabilities are discharged in fulllocation of its chief executive offices without giving at least 30 days' prior written notice to the Trustee. (h) No Event of Default (as defined herein) exists.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents ---------------------------------------- and warrants to the Pledgee Lender as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers to execute this Agreement and assume (a) Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reportsrecord and beneficial owner of, documents and information related to the Pledgors has good and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreementmarketable title to, the Pledgors are the sole legal owners of Pledged Securities, and the Pledged Equity Interest. There is no then pending disputes on Securities are not subject to any pledge, lien, mortgage, hypothecation, security interest, charge, option, warrant or other encumbrance whatsoever, nor to any agreement purporting to grant to any third party a security interest in the ownership property or assets of the Pledgor that would include such Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except Securities, except the security interest created over the Pledged Equity Interest under by this Agreement and or otherwise securing only the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest.Lender; 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, b) all taxes and expenses payable for obtainment of the Pledged Equity Interest Securities have been paid by the Pledgors in full. 7.12 There is no pending duly authorized and validly issued (or, to the knowledge extent not issued, validly established) and are fully paid and non-assessable (except for capital calls under applicable provisions of any Subsidiary's Organizational Documents); (c) Pledgor has full power, authority and legal right to pledge all of the PledgorsPledged Securities pursuant to the terms of this Agreement; (d) no consent, threatened lawsuitlicense, legal proceeding permit, approval or claim at authorization, filing or declaration with any court governmental authority, domestic or arbitration tribunal against foreign, and no consent of any other Person, is required to be obtained by Pledgor in connection with the Pledgors or their property or pledge of the Pledged Equity InterestSecurities hereunder, that has not been obtained or made, and is not in full force and effect; (e) this Agreement creates a valid first lien on, and a first perfected security interest in, the Pledged Securities and the Proceeds thereof; (f) set forth on Schedule 1 hereto is the number and percentage of the outstanding shares of stock or other equity interest of each Subsidiary of Pledgor owned by Pledgor as of the Closing Date; (g) Pledgor fully anticipates that the Obligations will be repaid without the necessity of selling the Pledged Securities; and (h) Pledgor (i) has received consideration that is the reasonable equivalent value of the obligations and liabilities that Pledgor has incurred to the Lender, (ii) is not insolvent, as defined in any applicable state or federal statute, nor is there any pending or, will Pledgor be rendered insolvent by the execution and delivery of this Agreement to the knowledge Lender, (iii) is not engaged or about to engage in any business or transaction for which the assets retained by Pledgor are or will be an unreasonably small amount of capital, taking into consideration the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations Lender incurred hereunder, and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full(iv) does not intend to incur debts beyond Pledgor's ability to pay them as they mature.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Collateral Agent and each Noteholder as follows: 7.1 The Pledgors 3.1 Exhibit A hereto completely and accurately sets forth all securities constituting the Initial Pledged Securities. Except as indicated on Exhibit A, each Initial Pledged Security is a "certificated security" (as defined in the UCC). Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Securities, and the Pledged Securities are PRC citizens with full legal capacitynot subject to any pledge, having full civil rights and powers lien, mortgage, hypothecation, security interest, charge, option, warrant, or other encumbrance whatsoever, nor to execute any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor that would include such Pledged Securities, except the security interest created by this Agreement or otherwise securing the Collateral Agent and assume the legal obligations Noteholders and the security interests granted by Pledgor under any syndicated Facility Document in accordance with this favor of the Banks' Agent and Banks or as otherwise expressly permitted under the Note Purchase Agreement. 7.2 3.2 All of the reportsPledged Securities are duly authorized and validly issued, documents and information related are fully paid and non-assessable. 3.3 Pledgor has full power, authority and legal right to pledge all of the Pledged Securities pursuant to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness terms of this Agreement. 7.3 All the reports3.4 No consent, documents license, permit, approval or authorization, filing or declaration with any governmental authority, domestic or foreign, and information related to the Pledgors and all the matters no consent of any other party, is required under this Agreement to be provided obtained by Pledgor in connection with the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners pledge of the Pledged Equity Interest. There Securities hereunder, which has not been obtained or made, and is no then pending disputes not in full force and effect. 3.5 Upon the filing of Form UCC-1 financing statements identifying the Pledged Securities, the Collateral Agent shall have a valid and perfected Lien on and security interest in the ownership Pledged Securities, securing payment of the Pledged Equity Interest. The Pledgors are entitled Debt, subject only to dispose the prior security interest of the Banks' Agent in the Collateral. As of the date hereof, Pledgor has delivered such certificates evidencing the Pledged Equity Interest Securities (together with transfer powers, in the form of Exhibit B hereto, executed in blank) to the Banks' Agent and original transfer powers executed in blank to the Collateral Agent. Pledgor shall, immediately upon termination of the Syndicated Credit Agreement, Syndicated Loan Agreement and any pledges constituting Syndicated Facility Documents, deliver to the Collateral Agent the certificates evidencing the Pledged Securities and any other securities then pledged, together with transfer powers duly executed in blank, whereupon the Collateral Agent shall have a valid and perfected first priority security interest in such Pledged Shares, free of any adverse claim, securing the Debt. Pledgor hereby consents to and authorizes each delivery of Pledged Securities by the Banks' Agent to the Collateral Agent made in accordance or any part thereofin connection with the Intercreditor Agreement. Pledgor has delivered to the Collateral Agent a transaction statement in the form of Exhibit C hereto executed by each Subsidiary of Pledgor that has issued "uncertificated securities" (as defined in the UCC) to Pledgor, together with an original copy of Pledgor's instruction to register the pledge made hereunder of such Pledged Securities in the books and records of such Subsidiary. 7.5 Except 3.6 The Pledged Securities constitute one hundred percent (100%) of the security interest created over outstanding capital stock (or other equity interests) of each Subsidiary of Pledgor. 3.7 Pledgor fully anticipates that the Debt will be repaid without the necessity of selling the Pledged Equity Interest under Securities. 3.8 After adjustments are made for intercompany advances in the ordinary course of business, Pledgor is Solvent and Pledgor will not cease to be Solvent as a result of the execution and delivery of (and incurrence of the obligations under) this Agreement and the rights created other Senior Notes Documents to the Collateral Agent. 3.9 If the Pledged Securities are "restricted" within the meaning of Rule 144, or any amendment thereof, promulgated under the Transaction DocumentsSecurities Act of 1933, there are no as amended (the "Securities Act"), as determined by counsel for the Collateral Agent, Pledgor further represents and warrants that (a) Pledgor has been the beneficial owner of the Pledged Securities for a period of at least three years prior to the date hereof, (b) the full purchase price or other security interest consideration for the Pledged Securities has been paid or third party rights given at least three years prior to the date hereof, and (c) Pledgor does not have a short position in or any put or other option to dispose of any securities of the same class as the Pledged Securities or any other encumbrance over the Pledged Equity Interestsecurities convertible into securities of such class. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each The Pledgor, on the date hereof and throughout the term of the Pledgors respectively this Pledge Agreement, represents and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights Administrative Agent and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement Pledgees that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness date hereof: (a) it owns the shares identified in Schedule II hereto, and such shares were duly authorized and issued and are fully paid-in and non-assessable; (b) it has full rights, titles and interests in the Pledged Shares free and clear of all Liens (save for the Kun-Pledge created hereunder); (c) it has not pledged, assigned or otherwise transferred to any third party any interest in the Pledged Shares (other than the Kun-Pledge pursuant to this Pledge Agreement), including the right to demand the return, delivery or transfer of the share certificates representing the Pledged Shares from KSD; (d) it is duly organized, validly existing under the laws of the jurisdiction of its organization and has all necessary corporate power, authority and legal right to execute, deliver, and perform its obligations under, this Pledge Agreement; (e) it has taken all steps necessary to authorize its execution, delivery and performance of this Pledge Agreement.; 7.3 All the reports(f) it has obtained all authorizations from Governmental Authorities in any jurisdiction and any third parties necessary in order to execute, documents deliver and information related to the Pledgors perform this Pledge Agreement; (g) its execution, delivery and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness performance of this Pledge Agreement will be true and valid are not in all material respects upon provision. 7.4 Upon the effectiveness of this Agreementconflict with any applicable Law, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest its Organization Documents, or any part thereof.indenture, deed, agreement or undertaking entered into by it or by which it is bound; 7.5 Except the security interest created over the Pledged Equity Interest under (h) this Pledge Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawfullegal, valid and binding obligations of the Pledgors after Pledgor enforceable in accordance with its terms; and (j) this Pledge Agreement is in proper legal form under the signing law of this Agreement. 7.8 Any third party approvalsKorea for the enforcement thereof against the Pledgor under such law, permits, waivers and authorizations, any approvals, permits all formalities required in Korea to be taken by the Pledgor for the validity and waivers enforceability of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Pledge Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreementaccomplished. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Bank as follows: 7.1 The Pledgors 3.1. Pledgor is the legal record and beneficial owner of, and has good and marketable title to,, the Pledged Securities, and the Pledged Securities are PRC citizens with full legal capacitynot subject to any pledge, having full civil rights lien, mortgage, hypothecation, security interests charge,, option, warrant, or other encumbrance whatsoever, nor to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor that would include such Pledged Securities, except the lien created hereunder and powers to execute the security interest created by this Agreement and assume the legal obligations in accordance with this Agreementor otherwise securing only Bank. 7.2 3.2. All of the reportsPledged Securities have been duly authorized and validly issued, documents and information related are fully paid and non-assessable. 3.3. Pledgor has full power, authority and legal right to pledge all of the Pledged Securities pursuant to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness terms of this Agreement. 7.3 All 3.4. No consent, license, permit, approval or authorization, filing or declaration with any governmental authority, domestic or foreign, and no consent of any other party, is required to be obtained by Pledgor in connection with the reportspledge of the Pledged Securities hereunder, documents that has not been obtained or made, and information related is not in full force and effect. 3.5. The pledge, assignment and delivery of the Pledged Securities hereunder creates a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof. 3.6. The Pledged Securities constitute sixty-five percent (65%) of the outstanding shares of stock or other equity interest of each Foreign Subsidiary's stock or other equity interest pledged in accordance with Section 6 hereof. 3.7. Pledgor fully anticipates that the Debt will be repaid without the necessity of selling the Pledged Securities. 3.8. Pledgor has received consideration that is the reasonable equivalent value of the obligations and liabilities that Pledgor has incurred to Bank. Pledgor is not insolvent as defined in any applicable state or federal statute, nor will Pledgor be rendered insolvent by the Pledgors execution and all the matters required under delivery of this Agreement to be provided Bank. Pledgor is not engaged or about to engage in any business or transaction for which the assets retained by the Pledgors to the Pledgee after the effectiveness of this Agreement Pledgor are or will be true and valid in all material respects upon provision. 7.4 Upon an unreasonably small amount of capital, taking into consideration the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interestobligations to Bank incurred hereunder. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement Pledgor does not violate or conflict with any laws applicable thereto, any agreement intend to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authoritiesincur debts beyond Pledgor's ability to pay them as they mature. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Collateral Agent and the Secured Parties, insofar as the same relate to such Pledgor’s assets, actions, statements and business, as follows: 7.1 (a) The Pledgors are PRC citizens with full legal capacity, having full civil rights Pledged Collateral listed on the attached Schedule I and powers to execute this Agreement Schedule II has been duly authorized and assume validly issued and is fully paid and nonassessable. (b) Each Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes Collateral indicated on the ownership Schedule I and Schedule II, free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option except for (i) the security interest created over the Pledged Equity Interest under by this Pledge Agreement and (ii) Liens permitted under clause (a) of the rights created under definition of “Excepted Liens” in the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Credit Agreement. 7.7 This Agreement(c) No authorization, upon due execution authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (i) for the pledge by the Pledgors, constitutes the lawful, valid and binding obligations such Pledgor of the Pledgors after Pledged Collateral (other than the signing of Other Interests) pursuant to this Agreement. 7.8 Any third party approvalsPledge Agreement or for the execution, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authoritiesdelivery, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Pledge Agreement and by such Pledgor (except to the Equity Pledge extent that financing statements are required under this Agreement, have been obtained the UCC to be filed in order to maintain a perfected security interest) or completed (subject to clause 2 of Article 2.2), and will be fully effective during ii) for the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or exercise by which its assets is bound, any court adjudication, any arbitration award the Collateral Agent or any decision Secured Party of administrative authorities. 7.10 The pledge under the voting or other rights provided for in this Pledge Agreement constitutes or the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment remedies in respect of the Pledged Equity Interest have been paid Collateral (other than the Other Interests) pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the Pledgors in fulloffering and sale of securities generally). 7.12 There is no pending or(d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the knowledge Collateral Agent. (e) The Membership Interests listed on Schedule I constitute 100% (or such other percentage as specified on Schedule I) of the Pledgors, threatened lawsuit, legal proceeding issued and outstanding membership interests of each respective issuer thereof and all Membership Interests in which any Pledgor has any ownership interest. The Partnership Interests listed on the attached Schedule I constitute 100% (or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge such other percentage as specified on Schedule I) of the Pledgors, threatened lawsuit, legal proceeding or claim at issued and outstanding partnership interests of the respective issuer thereof and all Partnership Interests in which any government agency or administrative authority against the Pledgors or their property or the Pledgor has any ownership interest. The Pledged Equity Interest, which will have material or adverse effect Shares listed on the financial conditions attached Schedule I constitute 100% (or such other percentage as specified on Schedule I) of the Pledgors issued and outstanding shares or their abilities to perform their obligations shares of capital stock of the respective issuer thereof and security liabilities under this Agreementall Pledged Shares in which Pledgor has any ownership interest. The JV Interests listed on Schedule I constitute all of the JV Interests in which any Pledgor has any ownership interest. The Other Interests listed on the attached Schedule II constitute 100% (or such other percentage as specified on Schedule II) of the issued and outstanding Other Interests of the respective issuer thereof and all Other Interests in which any Pledgor has any ownership interest. 7.13 (f) The Pledgors hereby undertake name of each Pledgor set forth on the signature pages to this Pledge Agreement is the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in fullexact legal name of such Pledgor.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and ---------------------------------------- warrants to Agent and the Pledgee Banks as follows: 7.1 The Pledgors 3.1. Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Securities, and the Pledged Securities are PRC citizens with full legal capacitynot subject to any pledge, having full civil rights and powers lien, mortgage, hypothecation, security interest, charge, option, warrant, or other encumbrance whatsoever, nor to execute any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor that would include such Pledged Securities, except the security interest created by this Agreement or otherwise securing only Agent and assume the legal obligations in accordance with this AgreementBanks. 7.2 3.2. All of the reportsPledged Securities have been duly authorized and validly issued, documents and information related are fully paid and non-assessable. 3.3. Pledgor has full power, authority and legal right to pledge all of the Pledged Securities pursuant to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness terms of this Agreement. 7.3 All 3.4. No consent, license, permit, approval or authorization, filing or declaration with any governmental authority, domestic or foreign, and no consent of any other Person, is required to be obtained by Pledgor in connection with the reportspledge of the Pledged Securities hereunder, documents which has not been obtained or made, and information related is not in full force and effect. 3.5. The pledge, assignment and delivery of the Pledged Securities hereunder creates a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof. 3.6. Except as expressly permitted pursuant to Section 5.22 of the Pledgors Credit Agreement, the Pledged Securities constitute one hundred percent (100%) of the outstanding capital stock of each Subsidiary of Pledgor. 3.7. Pledgor fully anticipates that the Debt will be repaid without the necessity of selling the Pledged Securities. 3.8. Pledgor has received consideration that is the reasonable equivalent value of the obligations and all liabilities that Pledgor has incurred to Agent and the matters required under Banks. Pledgor is not insolvent as defined in any applicable state or federal statute, nor will Pledgor be rendered insolvent by the execution and delivery of this Agreement to be provided Agent for the benefit of the Banks. Pledgor is not engaged or about to engage in any business or transaction for which the assets retained by the Pledgors to the Pledgee after the effectiveness of this Agreement Pledgor are or will be true an unreasonably small amount of capital, taking into consideration the obligations to Agent and valid in all material respects upon provisionthe Banks incurred hereunder. Pledgor does not intend to incur debts beyond Pledgor's ability to pay them as they mature. 7.4 Upon 3.9. If the effectiveness Pledged Securities are "restricted" within the meaning of this AgreementRule 144, or any amendment thereof, promulgated under the Pledgors are Securities Act of 1933, as amended (the sole legal owners "Securities Act"), as determined by counsel for Agent, Pledgor further represents and warrants that (a) Pledgor has been the beneficial owner of the Pledged Equity Interest. There is no then pending disputes on Securities for a period of at least three (3) years prior to the ownership of date hereof, (b) the full purchase price or other consideration for the Pledged Equity Interest. The Pledgors are entitled Securities has been paid or given at least three (3) years prior to the date hereof, and (c) Pledgor does not have a short position in or any put or other option to dispose of any securities of the same class as the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights Securities or any other encumbrance over the Pledged Equity Interestsecurities convertible into securities of such class. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to Agent and the Pledgee Banks as follows: 7.1 The Pledgors 3.1. Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Securities, and the Pledged Securities are PRC citizens with full legal capacitynot subject to any pledge, having full civil rights and powers lien, mortgage, hypothecation, security interest, charge, option, warrant, or other encumbrance whatsoever, nor to execute any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor that would include such Pledged Securities, except the security interest created by this Agreement or otherwise securing only Agent and assume the legal obligations in accordance with this AgreementBanks. 7.2 3.2. All of the reportsPledged Securities have been duly authorized and validly issued, documents and information related are fully paid and non-assessable. 3.3. Pledgor has full power, authority and legal right to pledge all of the Pledged Securities pursuant to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness terms of this Agreement. 7.3 All 3.4. No consent, license, permit, approval or authorization, filing or declaration with any governmental authority, domestic or foreign, and no consent of any other party, is required to be obtained by Pledgor in connection with the reportspledge of the Pledged Securities hereunder, documents which has not been obtained or made, and information related is not in full force and effect. 3.5. The pledge, assignment and delivery of the Pledged Securities hereunder creates a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof. 3.6. The Pledged Securities constitute one hundred percent (100%) of the outstanding capital stock of each Subsidiary of Pledgor. 3.7. Pledgor fully anticipates that the Debt will be repaid without the necessity of selling the Pledged Securities. 3.8. Pledgor has received consideration which is the reasonable equivalent value of the obligations and liabilities that Pledgor has incurred to Agent and the Pledgors Banks. Pledgor is not insolvent as defined in any applicable state or federal statute, nor will Pledgor be rendered insolvent by the execution and all the matters required under delivery of this Agreement to be provided Agent for the benefit of the Banks. Pledgor is not engaged or about to engage in any business or transaction for which the assets retained by the Pledgors to the Pledgee after the effectiveness of this Agreement Pledgor are or will be true an unreasonably small amount of capital, taking into consideration the obligations to 128 134 Agent and valid in all material respects upon provisionthe Banks incurred hereunder. Pledgor does not intend to incur debts beyond Pledgor's ability to pay them as they mature. 7.4 Upon 3.9. If the effectiveness Pledged Securities are "restricted" within the meaning of this AgreementRule 144, or any amendment thereof, promulgated under the Pledgors are Securities Act of 1933, as amended (the sole legal owners "Securities Act"), as determined by counsel for Agent, Pledgor further represents and warrants that (a) Pledgor has been the beneficial owner of the Pledged Equity Interest. There is no then pending disputes on Securities for a period of at least three (3) years prior to the ownership of date hereof, (b) the full purchase price or other consideration for the Pledged Equity Interest. The Pledgors are entitled Securities has been paid or given at least three (3) years prior to the date hereof, and (c) Pledgor does not have a short position in or any put or other option to dispose of any securities of the same class as the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights Securities or any other encumbrance over the Pledged Equity Interestsecurities convertible into securities of such class. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each Pledgor hereby makes the following representations and warranties, which shall be deemed to be continuing representations and warranties in favor of Secured Party, and covenants and agrees that it shall do all acts necessary to maintain the Pledgors respectively represents truth and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacitycorrectness, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as respects, of the effectiveness following: 2.1 Pledgor is a limited liability company duly formed and validly existing under the laws of this Agreementthe State of Delaware. 7.3 All the reports, documents 2.2 Pledgor has full power and information related authority to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under enter into this Agreement and the rights created under Assignment, grant the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged interests provided in this Agreement and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee perform its obligations hereunder in accordance with the provisions of this AgreementAgreement and the Assignment. 7.7 2.3 This AgreementAgreement and the Assignment have been duly authorized, upon due execution executed and delivered by the PledgorsPledgor, constitutes the lawfuland constitute legal, valid and binding obligations of Pledgor, enforceable against Pledgor in accordance with their terms. 2.4 Pledgor is the Pledgors after sole owner of all right, title and interest in and to the signing Membership Interest and has the legal right to grant the security interest in the Membership Interest to Secured Party. Pledgor is the sole member of the Company and there are no other persons who have any membership interests, economic interests, options, warrants or other rights to become members of the Company. 2.5 Except as contemplated by this Agreement and the Assignment or otherwise approved by Secured Party, the Membership Interest is not subject to any pledge, lien, security interest, charge, option, restriction or other encumbrance whatsoever. 2.6 No financing statement covering the Membership Interest and naming any secured party other than Secured Party is on file in any public office. 2.7 The LLC Agreement has been duly and validly executed and delivered by Pledgor, constitutes a valid, legal and binding obligation of Pledgor, is enforceable against Pledgor in accordance with its terms, and is in full force and effect. 2.8 No consent, license, approval, or authorization of, exemption by, or registration with any governmental instrumentality is required to be obtained by Pledgor in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except the filing of a Uniform Commercial Code financing statement in the Office of the Secretary of State of California to perfect the security interest created by this Agreement, and no consent of any other party is required for any of the foregoing. 7.8 Any third party approvals2.9 The execution, permitsdelivery, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreementwill not violate any provision of any applicable law, have been obtained rule or completed regulation or of any order, judgment, writ, award or decree of any court, arbitrator, or governmental instrumentality, domestic or foreign, applicable to Pledgor, or of any indenture, contract, agreement (subject to clause 2 of Article 2.2including any trust agreement), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement other undertaking to which it Pledgor is a party or by which affects any of its assets is boundproperties and will not result in the creation or imposition of any lien, any court adjudicationcharge, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the encumbrance on or security interest over in the Pledged Equity Membership Interest with the first priority. 7.11 Unless otherwise provided except as contemplated by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee as followsthat: 7.1 The Pledgors are PRC citizens with full legal capacity(a) Pledgor has all requisite capacity and power to enter into this Pledge, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest Securities for the purposes described in Paragraph 2(a) above, and to carry out the Pledgee in accordance with transactions contemplated by this Pledge; (b) Pledgor is the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid legal and binding obligations beneficial owner of the Pledgors after Pledged Securities free and clear of all liens, security interests and other encumbrances except the signing security interest granted hereby. The Pledged Securities include all issued and outstanding capital stock of this Agreement. 7.8 Any third party approvals, permits, waivers each issuer thereof. All of the Pledged Securities have been duly authorized and authorizations, any approvals, permits validly issued and waivers are fully paid and non-assessable and are subject to no option to purchase or similar rights of any governmental authorities, person or any registration or filing formalities with any government authorities (if legally required), which entity. Pledgor is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2)not, and will be fully effective during not become, a party to or bound by any agreement which restricts in any manner the valid term rights of any present or future holder of any of the Pledged Securities with respect thereto.; (c) The execution and delivery of this Agreement. 7.9 Each Pledgor’s execution Pledge, and the performance of this Agreement does its terms, will not violate or conflict with constitute a default under the terms of any laws agreement, indenture or other instrument, license, judgment, decree, order or regulation, applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award Pledgor or any decision of administrative authorities.its property; and 7.10 The pledge under (d) Upon the execution of this Agreement constitutes Pledge and the delivery to Pledgee of the shares of Pledged Securities now held of record by Pledgor, this Pledge shall create a valid first priority lien upon and perfected security interest over in the Pledged Equity Interest with Securities and the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreementcash and noncash proceeds thereof, all taxes and expenses payable for obtainment subject to no prior lien or subordinate lien, or agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Equity Interest have been paid by the Pledgors in fullSecurities. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively The Pledgor ---------------------------------------- hereby represents and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacitythat, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness date hereof: (a) The Pledgor's execution and delivery of, and its performance of its obligations under, this Security Agreement will not (i) contravene any provision of applicable law or statute, the Pledgor's organization documents, any material agreement or other material instrument binding upon the Pledgor or any of its affiliates, or any judgment, order or decree of any governmental or tribal body, agency or court having jurisdiction over the Pledgor or any of its affiliates, or (ii) result in the creation or imposition of any Lien on assets of the Pledgor, except for the security interest granted to the Trustee herein. Except as described in the Offering Circular, no consent, approval, authorization or order of, qualification with, or other action by any governmental, tribal, or regulatory body or agency or any third party is required for (i) the Pledgor's execution, delivery or performance of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Security Agreement, (ii) the Pledgors are Pledgor's grant of, or the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except perfection and maintenance of, the security interest created over hereby (including its first priority nature), or (iii) the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party Trustee's exercise of its rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required remedies with respect to the Pledged Collateral. (b) The Pledgor has duly and validly authorized, executed, and delivered this Security Agreement. Assuming the Trustee's and Security Intermediary's due authorization, execution and performance delivery of this Security Agreement and its enforceability against the Equity Pledge Trustee and the Securities Intermediary in accordance with its terms, this Security Agreement constitutes the Pledgor's valid and binding agreement, enforceable against it in accordance with its terms, except as (i) may be limited by bankruptcy, insolvency, fraudulent transfer, preference, reorganization, moratorium, or similar laws now or hereafter in effect relating to or affecting creditors' rights or remedies generally, (ii) the availability of equitable remedies may be limited by equitable principles of general applicability and the discretion of the court considering the matter, (iii) the exculpation provisions and rights to indemnification hereunder may be limited by federal and state securities laws and public policy considerations, and (iv) the waiver of rights and defenses in and other provisions of Sections 13(b), 16.11, and 16.15 hereof may be limited by applicable law. (c) The Pledgor is the legal and beneficial owner of the Pledged Securities and other Pledged Collateral. The Pledgor owns the Pledged Securities and other Pledged Collateral free and clear of any Lien or claim of any person or entity, except for the security interest granted to the Trustee herein. No financing statement or other instrument similar in effect covering the Pledgor's interest in the Pledged Securities is on file in any public office, other than any financing statement filed under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Security Agreement. 7.9 Each Pledgor’s execution (d) Upon the Trustee's acquisition of a Security Entitlement in the Pledged Collateral in accordance herewith, and the Securities Intermediary's performance of this Agreement does not violate or conflict with any laws applicable theretoits obligations hereunder, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over granted to the Trustee herein will constitute a first priority perfected security interest in the Pledged Equity Interest Collateral (except, with respect to proceeds, only to the first priority. 7.11 Unless otherwise provided extent permitted by Equity Interest Transfer AgreementUCC (S) 9-306), enforceable (except insofar as enforcement may be affected by general equitable principles whether considered in a proceeding in equity or at law) as such against all taxes creditors of the Pledgor and expenses payable for obtainment against any Person purporting to purchase any of the Pledged Equity Interest Collateral from the Pledgor. All filings and actions necessary to perfect and protect that security interest have been paid by the Pledgors in fullduly taken. 7.12 (e) There is are no legal or governmental proceedings pending or, to the knowledge best of the PledgorsPledgor's knowledge, threatened lawsuitthreatened, legal proceeding to which the Pledgor or claim at any court of its subsidiaries is a party or arbitration tribunal against relating to any property of the Pledgors Pledgor or their property any subsidiary, that would materially adversely affect the Pledgor's power or ability to perform its obligations under this Security Agreement, the Notes, or the Pledged Equity InterestIndenture. (f) No law or governmental regulation (including, nor is there any pending orwithout limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System) applicable to the knowledge Pledgor prohibits the grant of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against security interest to the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this AgreementTrustee hereunder. 7.13 (g) IWO Holdings, Inc. maintains its chief executive offices at 000 Xxxxx Xxxx Xxxxxxxxx, Xxxxxx, XX 00000-0000. The Pledgors hereby undertake Pledgor will not, until the Termination Date (as defined below), change the location of its chief executive offices or its jurisdiction of incorporation without giving at least 30 days' prior written notice to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in fullTrustee. (h) No Event of Default (as defined herein) exists.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to Secured Party and the Pledgee Lenders as follows: 7.1 (a) The Pledgors are PRC citizens with full legal capacity, having full civil rights Pledged Collateral listed on the attached Schedule II has been duly authorized and powers to execute this Agreement validly issued and assume is fully paid and nonassessable. (b) Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes on the ownership Collateral free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option, except for (i) the security interest created over by this Pledge Agreement and (ii) other Permitted Liens. (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (i) for the pledge by Pledgor of the Pledged Equity Interest under Collateral pursuant to this Pledge Agreement and or for the rights created under the Transaction Documentsexecution, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authoritiesdelivery, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Pledge Agreement and by Pledgor (except to the Equity Pledge extent that financing statements are required under this Agreement, have been obtained the UCC to be filed in order to maintain a perfected security interest) or completed (subject to clause 2 of Article 2.2), and will be fully effective during ii) for the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or exercise by which its assets is bound, any court adjudication, any arbitration award Secured Party or any decision Lender of administrative authorities. 7.10 The pledge under the voting or other rights provided for in this Pledge Agreement constitutes or the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment remedies in respect of the Pledged Equity Interest have been paid Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the Pledgors in fulloffering and sale of securities generally). 7.12 There (d) Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to Secured Party. (e) [The [Membership Interests][Partnership Interests] listed on the attached Schedule II constitute [100][1]% of the issued and outstanding [membership][general partnership] interests of the respective issuer thereof and all [Membership Interests][Partnership Interests] in which Pledgor has any ownership interest.][The Pledged Shares listed on the attached Schedule II constitute 100% of the issued and outstanding shares of capital stock of the respective issuer thereof and of the Pledged Shares in which Pledgor has any ownership interests.] (f) The name of Pledgor set forth in the first paragraph of this Pledge Agreement is no pending orthe exact legal name of Pledgor. The legal address of Pledgor and the address of its principal place of business and chief executive office is 6000 Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 0, Xxxxx 000, Xxxxxx, Xxxxx 00000. Pledgor keeps all records and documents relating to the knowledge of the PledgorsPledged Collateral at such address or with Nevada Corporate Management, threatened lawsuitInc., legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest3000 Xxxxxx Xxxxxx Parkway, nor is there any pending orSuite 300, to the knowledge of the PledgorsNorth Las Vegas, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this AgreementNevada 89109. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Secured Party and the other Beneficiaries, insofar as the same relate to such Pledgor's assets, actions, statements and business, as follows: 7.1 (a) The Pledgors Pledged Shares listed on the attached Schedule I as being owned by such Pledgor (as may be updated pursuant to Section 7(b) from time to time) have been duly authorized and validly issued and are PRC citizens fully paid and nonassessable. (b) Such Pledgor is the legal and beneficial owner of the Pledged Collateral indicated as being owned by it on Schedule I (as may be updated pursuant to Section 7(b) from time to time), free and clear of any Lien except for Permitted Liens. (c) No consent of any other Person and no authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority is required either (i) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor, (ii) for the validity, perfection, or maintenance of the pledge and security interest created hereby (including the first priority (subject to Permitted Liens) nature thereof), or (iii) for the exercise by the Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement, except, in each case, (x) as may be required in connection with such disposition by laws affecting the offering and sale of securities generally, (y) those consents, authentications, approvals, authorizations, actions, notices or filings which have been duly obtained or made in respect of the Pledged Collateral, and (z) in the case of the maintenance of perfection, (I) the filing of continuation statements under the UCC and (II) the taking of actions necessary to give the Secured Party possession or control of Pledged Collateral to the extent such possession or control is necessary to perfect a security interest in such Pledged Collateral under the UCC. (d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Secured Party. (e) The Membership Interests listed on Schedule I (as may be updated pursuant to Section 7(b) from time to time) constitute the percentage ownership of the issued and outstanding membership interests of the respective issuer thereof reflected on Schedule I and all Membership Interests in which such Pledgor has any ownership interest. The Partnership Interests listed on the attached Schedule I (as may be updated pursuant to Section 7(b) from time to time) constitute the percentage ownership of the issued and outstanding partnership interests of the respective issuer thereof reflected on Schedule I and all Partnership Interests in which such Pledgor has any ownership interest. The Shares listed on the attached Schedule I (as may be updated pursuant to Section 7(b) from time to time) constitute the percentage ownership of the issued and outstanding shares of capital stock of the respective issuer thereof reflected on Schedule I and all Shares in which such Pledgor has any ownership interest. The JV Interests listed on Schedule I (as may be updated pursuant to Section 7(b) from time to time) constitute the percentage ownership of the JV Interests in which such Pledgor has any ownership interest reflected on Schedule I. (f) The name of such Pledgor set forth on the signature pages to this Pledge Agreement is the exact legal capacity, having full civil rights name of such Pledgor. (g) The representations and powers to execute this warranties made by such Pledgor in the Credit Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement other Loan Documents are true and accurate correct in all material respects respects, provided that such materiality qualifier shall not apply if such representation or warranty is already subject to a materiality qualifier in Article IV of the Credit Agreement or such other Loan Document, as though made on and as of the effectiveness of this Agreement. 7.3 All the reportsdate hereof, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable except for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all which are expressly stated to be as of a specific date, which representations are true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in fullcorrect as of such date.

Pledgor’s Representations and Warranties. Each of the The Pledgors respectively represents hereby severally and warrants jointly represent and warrant to the Pledgee as follows: 7.1 The Each of the Pledgors are is a PRC citizens citizen with full legal capacity, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provisionaspects at the time when they are provided. 7.4 Upon the effectiveness of this Agreement, each of the Pledgors are is the sole legal owners owner of the Pledged Equity Interest. There is are no then pending disputes on whatsoever concerning the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over encumbrance set on the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest encumbrance or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizationsauthorizations by any third party, or any required governmental approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is are required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is are bound, or any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest a first priority encumbrance over the Pledged Equity Interest with the first priorityInterest. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all All taxes and expenses payable for obtainment of obtaining the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuitlitigation, legal proceeding process or claim at demand by any court or arbitration any arbitral tribunal against the Pledgors Pledgors, or their property property, or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuitlitigation, legal proceeding process or claim at demand by any government agency authority or administrative any administration authority against the Pledgors Pledgors, or their property property, or the Pledged Equity Interest, which will have is of material or adverse detrimental effect on the financial conditions economic status of the Pledgors or their abilities capability to perform their the obligations hereunder and security liabilities under this Agreementthe Secured Liabilities. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time all times before the Contractual Obligations are due to be performed in full or the Secured Liabilities are discharged in full. 7.14 If the Company is required to be dissolved or liquidated as per compulsory provisions of applicable laws, any interest distributed to the Pledgors according to law upon completion of legal dissolution or liquidation of the Company shall be presented to the Pledgee or the entity/individual designated by the Pledgee to the extent not in violation of the PRC Law.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to Secured Party and the Pledgee Lenders as follows: 7.1 (a) The Pledgors are PRC citizens with full legal capacity, having full civil rights Pledged Collateral listed on the attached Schedule II has been duly authorized and powers to execute this Agreement validly issued and assume is fully paid and nonassessable. (b) Pledgor is the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes on the ownership Collateral free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option, except for (i) the security interest created over by this Pledge Agreement and (ii) other Permitted Liens. (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (i) for the pledge by Pledgor of the Pledged Equity Interest under Collateral pursuant to this Pledge Agreement and or for the rights created under the Transaction Documentsexecution, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authoritiesdelivery, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Pledge Agreement and by Pledgor (except to the Equity Pledge extent that financing statements are required under this Agreement, have been obtained the UCC to be filed in order to maintain a perfected security interest) or completed (subject to clause 2 of Article 2.2), and will be fully effective during ii) for the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or exercise by which its assets is bound, any court adjudication, any arbitration award Secured Party or any decision Lender of administrative authorities. 7.10 The pledge under the voting or other rights provided for in this Pledge Agreement constitutes or the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment remedies in respect of the Pledged Equity Interest have been paid Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the Pledgors in fulloffering and sale of securities generally). 7.12 There (d) Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to Secured Party. (e) [The [Membership Interests][Partnership Interests] listed on the attached Schedule II constitute [100][1]% of the issued and outstanding [membership][general partnership] interests of the respective issuer thereof and all [Membership Interests][Partnership Interests] in which Pledgor has any ownership interest.][The Pledged Shares listed on the attached Schedule II constitute 100% of the issued and outstanding shares of capital stock of the respective issuer thereof and of the Pledged Shares in which Pledgor has any ownership interests.] (f) The name of Pledgor set forth in the first paragraph of this Pledge Agreement is no pending orthe exact legal name of Pledgor. The legal address of Pledgor and the address of its principal place of business and chief executive office is 0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 0, Xxxxx 000, Xxxxxx, Xxxxx 00000. Pledgor keeps all records and documents relating to the knowledge of the PledgorsPledged Collateral at such address or with Nevada Corporate Management, threatened lawsuitInc., legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest0000 Xxxxxx Xxxxxx Parkway, nor is there any pending orSuite 300, to the knowledge of the PledgorsNorth Las Vegas, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this AgreementNevada 89109. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacityAdministrative Agent and the Collateral Agent on the date hereof, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness date of this Agreementeach Loan (other than any such Loan resulting from a PIK Amount) and as of the date of each transfer of Margin Share Collateral under the Credit Documents that: (a) Pledgor owns all of the Collateral free and clear of any and all liens, claims, security interests, encumbrances, Transfer Restrictions (other than Existing Transfer Restrictions) or interests of any third parties other than the Security Interest of the Collateral Agent and the Permitted Liens and will keep all of the Collateral free of all liens, claims, security interests, Transfer Restrictions (other than Existing Transfer Restrictions), encumbrances and interests of any third parties of any kind or nature, whether voluntary or involuntary, except the Security Interest of the Collateral Agent and the Permitted Liens. 7.3 All (b) Pledgor has good right and lawful authority to pledge, assign, transfer, deliver, deposit, set over and confirm unto the reports, documents Collateral Agent the Collateral as provided herein and information related to will warrant and defend the Pledgors title thereto and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over therein conveyed to the Pledged Equity Interest under Collateral Agent by this Agreement against all claims of all Persons and will maintain and preserve such security interest. (c) Pledgor’s exact legal name is correctly set forth on the rights created signature page hereof. Pledgor will not change Pledgor’s name or identity without at least 5 days prior notice to the Collateral Agent. (d) Pledgor’s chief executive office is, and has been for the four-month period preceding the date hereof (or, if less, the entire period of the existence of Pledgor), located in the state specified on the signature page hereof. In addition, Pledgor is an organization of the type and is incorporated in or organized under the Transaction Documentslaws of the state specified on Exhibit B hereto. Pledgor will not change the type of organization, there are no other business structure or state of incorporation or organization without prior written consent of the Collateral Agent, such consent not to be unreasonably withheld. (e) The Security Interest in the Collateral (i) has been validly created, (ii) will attach to each item of Collateral on the date hereof (or, if Pledgor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all of the Obligations. When a UCC financing statement describing the Collateral (as set forth on Exhibit A) has been filed in Pledgor’s jurisdiction of organization specified in Exhibit B, the Security Interest will be a perfected security interest or third party rights or any other encumbrance over in the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest Collateral to the Pledgee extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other liens and rights of others therein other than Permitted Liens. In addition, the Collateral Account Control Agreement is effective to perfect the Security Interest by control (within the meaning of Section 8-106, 9-104 or 9-106 of the UCC, as applicable) in accordance with all Collateral subject thereto. The Security Interest is a first priority security interest subject to no prior security interests or liens on the provisions Collateral other than Permitted Liens. Any delivery of this Agreement. 7.7 This Agreement, upon due execution Common Units as Collateral to the Collateral Agent by Pledgor shall be effected by the Pledgorscrediting of such Common Units, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, accompanied by any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending ortransfer tax stamps, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this AgreementEligible Collateral Brokerage Account. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively Pledgor represents and warrants to the Pledgee Secured Party and Depository Bank as follows: 7.1 The Pledgors are PRC citizens with full legal capacity(a) the Blocked Account has been established in the name of Pledgor as set forth above and is not evidenced by any instrument or certificate; (b) the Blocked Account is not subject to any pledge, having full civil rights lien, mortgage, hypothecation, security interest, charge, option, warrant or other claim or encumbrance to or in favor of any person or entity other than Secured Party and powers Depository Bank, or to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reportsany agreement purporting to grant or create any such interest or claim, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except except for the security interest created over the Pledged Equity Interest under by this Agreement and the rights created under of Depository Bank in respect of the Transaction DocumentsBlocked Account; (c) Pledgor has full power, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged authority and transferred, and the Pledgors have full rights and powers legal right to pledge the Pledged Equity Interest Blocked Account pursuant to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance terms of this Agreement and this Agreement has been duly authorized, executed and delivered by and on behalf of Pledgor; (d) no consent, license, permit, approval, authorization, filing or declaration with any governmental authority, domestic or foreign, and no consent of any person or entity (other than Depository Bank), is required to be obtained by Pledgor in connection with the Equity Pledge under this Agreementpledge of the Blocked Account hereunder, have that has not been obtained or completed (subject to clause 2 of Article 2.2)made, and is not in full force and effect; and (e) Pledgor has received consideration that is the reasonably equivalent value of the obligations and liabilities that it has incurred to Secured Party. Pledgor is not insolvent, as defined in any applicable state, federal or foreign statute, nor will Pledgor be fully effective during rendered insolvent by the valid term execution and delivery of this Agreement. 7.9 Each . Pledgor is not engaged or about to engage in any business or transaction for which the assets retained by Pledgor are or will be an unreasonably small amount of capital, taking into consideration the obligations of Pledgor to Secured Party incurred hereunder. Pledgor does not intend to incur debts beyond Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement ability to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authoritiespay such debts as they mature. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

Pledgor’s Representations and Warranties. Each of the Pledgors respectively The Pledgor represents and warrants to the Pledgee as follows: 7.1 (a) The Pledgors Pledged Shares and the Pledged Partnership/Membership Interests have been duly authorized and validly issued and are PRC citizens with full legal capacityfully paid and nonassessable. (b) The Pledged Debt has been duly authorized, having full civil issued, and delivered, and is the legal, valid, binding, and enforceable obligation of the obligor thereon and is not in default. (c) There are no restrictions upon the voting rights associated with, or upon the transfer of, any of the Pledged Collateral. (d) The Pledgor has the right to vote, pledge, and powers grant a security interest in or otherwise transfer the Pledged Collateral to execute this Agreement which it has any right, title, and assume interest free of any Liens other than Liens permitted by the legal obligations in accordance with this Credit Agreement. 7.2 All (e) The Pledgor is the reports, documents legal and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners beneficial owner of the Pledged Equity Interest. There is no then pending disputes on the ownership Collateral free and clear of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest any Lien or any part thereof. 7.5 Except option, except for (i) the security interest created over the Pledged Equity Interest under by this Pledge Agreement and (ii) Liens permitted by the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferredCredit Agreement, and the Pledgors have full rights and powers Pledgor has not sold, granted any option with respect to, assigned, transferred, or otherwise disposed of any interest in or to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this AgreementCollateral. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations (f) The pledge of the Pledgors after Pledged Collateral does not violate (i) the signing articles, bylaws, operating agreements, or partnership agreement, as applicable, of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers the issuers of any governmental authoritiesthe Pledged Collateral, or any registration indenture, mortgage, bank loan, or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any credit agreement to which it the Pledgor is a party or by which any of its respective properties or assets is may be bound, or (ii) any court adjudicationrestriction on such transfer or encumbrance of such Pledged Collateral. (g) No consent of any other Person and no authorization, approval, or other action by, and no notice to or filing with, any arbitration award Governmental Authority or any decision of administrative authorities. 7.10 The regulatory body, that has not occurred, is required either (i) for the pledge under this Agreement constitutes by the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment Pledgor of the Pledged Equity Interest have been paid Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by the Pledgors Pledgor (except to the extent that financing statements may be required under the UCC to be filed in fullorder to maintain a perfected security interest in the Pledged Collateral) or (ii) for the exercise by the Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). 7.12 There (h) The Pledged Shares constitute ____ percent of the issued and outstanding shares of capital stock of the respective issuers thereof indicated on the attached Schedule 2.02(a). (i) The Pledged Debt is no pending ornot directly or indirectly secured by any Lien, does not evidence any lease, is not chattel paper, consists solely of advances of money made by the Pledgor to the knowledge obligor thereon and proceeds of Pledged Debt and is not evidenced by any instrument unless such instrument has been delivered to the Secured Party. (j) Upon delivery of each of the Pledgorscertificates or instruments, threatened lawsuitif any, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or representing the Pledged Equity InterestCollateral, nor is there any pending orthe pledge of the Pledged Collateral pursuant to this Pledge Agreement will create a valid and perfected first priority security interest in the Pledged Collateral securing the payment and performance of the Secured Obligations. (k) Upon the filing of financing statements with the _________________, the security interests granted to the knowledge Secured Parties hereunder will constitute valid first-priority perfected security interests in all Pledged Collateral with respect to which a security interest can be perfected by the filing of a financing statement, subject only to Liens permitted by the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Credit Agreement. 7.13 (l) The Pledgors hereby undertake to chief place of business and chief executive office of the Pledgee that Pledgor and the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and office where the Pledgor keeps the Records are located at any time before the Contractual Obligations are performed in full or address set forth opposite the Secured Liabilities are discharged in fullPledgor's name on the signature pages hereof.