Common use of Representation and Warranties Clause in Contracts

Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates, (a) Lender is a company registered and validly existing under the laws of PRC; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assets.

Representation and Warranties. 3.1 The Lender Depositary hereby represents and warrants to Continental, the Borrower Escrow Agent, the Pass Through Trustee and the Paying Agent that, from the execution date of this Agreement until the date this Agreement terminates,: (a) Lender it is a company registered bank duly organized and validly existing in good standing under the laws of PRCits jurisdiction of organization and is duly qualified to conduct banking business in the State of New York through its New York Branch; (b) subject it has full power, authority and legal right to conduct its business scope, articles of association and other organizational documents, the Lender has full right, power operations as currently conducted and all necessary and appropriate approval and authorization to execute enter into and perform its obligations under this Agreement; (c) the execution execution, delivery and the performance of this Agreement shall have been duly authorized by all necessary corporate action on the part of it and do not be against require any enforceable and effective laws and regulations, governmental stockholder approval, authorization or approval or consent of any trustee or holder of any indebtedness or obligations of it, and notification, other government documents such document has been duly executed and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the delivered by it and constitutes its legal, valid and binding obligations of the Lender, which is enforceable against the Lender it in accordance with its the terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRChereof; (bd) Borrower has full right no authorization, consent or approval of or other action by, and no notice to execute and perform or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (ce) neither the execution and the execution, delivery or performance by it of this Agreement shall not be against Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any enforceable and effective laws and regulationsof the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental approvalrule or regulation or the charter documents, authorization and notification, other government documents and any contracts executed withas amended, or commitments made tobylaws, as amended, of it or any third party; (d) this Agreement shall similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity a default thereunder or results or will result in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm;imposition of any lien upon any of its properties; and (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal pending or, to its knowledge, threatened actions, suits, investigations or other proceedings pending (whether or threatened not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, tribunal governmental authority, arbitration board or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary administrative agency so as to carry out the business subject adversely affect its ability to perform its business license and to possess its assetsobligations under this Agreement.

Representation and Warranties. 3.1 The Lender Depositary hereby represents and warrants to Continental, the Borrower Escrow Agent, the Pass Through Trustee and the Paying Agent that, from the execution date of this Agreement until the date this Agreement terminates,: (a) Lender it is a company registered bank duly organized and validly existing in good standing under the laws of PRCits jurisdiction of organization and is duly qualified to conduct banking business in the State of New York through its New York branch; (b) subject it has full power, authority and legal right to conduct its business scope, articles of association and other organizational documents, the Lender has full right, power operations as currently conducted and all necessary and appropriate approval and authorization to execute enter into and perform its obligations under this Agreement; (c) the execution execution, delivery and the performance of this Agreement shall have been duly authorized by all necessary corporate action on the part of it and do not be against require any enforceable and effective laws and regulations, governmental stockholder approval, authorization or approval or consent of any trustee or holder of any indebtedness or obligations of it, and notification, other government documents such document has been duly executed and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the delivered by it and constitutes its legal, valid and binding obligations of the Lender, which is enforceable against the Lender it in accordance with its the terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRChereof; (bd) Borrower has full right no authorization, consent or approval of or other action by, and no notice to execute and perform or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (ce) neither the execution and the execution, delivery or performance by it of this Agreement shall not be against Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any enforceable and effective laws and regulationsof the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental approvalrule or regulation or the charter documents, authorization and notification, other government documents and any contracts executed withas amended, or commitments made tobylaws, as amended, of it or any third party; (d) this Agreement shall similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity a default thereunder or results or will result in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm;imposition of any lien upon any of its properties; and (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal pending or, to its knowledge, threatened actions, suits, investigations or other proceedings pending (whether or threatened not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, tribunal governmental authority, arbitration board or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary administrative agency so as to carry out the business subject adversely affect its ability to perform its business license and to possess its assetsobligations under this Agreement.

Representation and Warranties. 3.1 The Lender Depositary hereby represents and warrants to American, the Borrower Escrow Agent, the Pass Through Trustee and the Paying Agent that, from the execution date of this Agreement until the date this Agreement terminates,: (a) Lender it is a company registered national banking association duly organized and validly existing in good standing under the laws of PRCthe United States and is duly licensed to conduct banking and trust business in the State of New York; (b) subject it has full power, authority and legal right to conduct its business scope, articles of association and other organizational documents, the Lender has full right, power operations as currently conducted and all necessary and appropriate approval and authorization to execute enter into and perform its obligations under this Agreement; (c) the execution execution, delivery and the performance of this Agreement shall by it have been duly authorized by all necessary corporate action on the part of it and do not be against require any enforceable and effective laws and regulations, governmental stockholder approval, authorization or approval or consent of any trustee or holder of any indebtedness or obligations of it, and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the has been duly executed and delivered by it and constitutes its legal, valid and binding obligations of the Lender, which is enforceable against the Lender it in accordance with its the terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRChereof; (bd) Borrower has full right no authorization, consent or approval of or other action by, and no notice to execute and perform or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (ce) neither the execution and the execution, delivery or performance by it of this Agreement shall not be against Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any enforceable and effective laws and regulationsof the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental approvalrule or regulation or the charter documents, authorization and notification, other government documents and any contracts executed withas amended, or commitments made tobylaws, as amended, of it or any third party; (d) this Agreement shall similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity a default thereunder or results or will result in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm;imposition of any lien upon any of its properties; and (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal pending or, to its knowledge, threatened actions, suits, investigations or other proceedings pending (whether or threatened not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is it in default with respect to any order of any court, tribunal governmental authority, arbitration board or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary administrative agency so as to carry out the business subject adversely affect its ability to perform its business license and to possess its assetsobligations under this Agreement.

Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Lender is a company registered and validly existing under the laws of PRCCayman Islands; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s 's Company is a limited liability company registered and validly existing under the laws of PRC; (b) subject to its articles of association and other organizational documents, the Borrower has full right right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s 's Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s 's equity, nor make acceptance for the offer of any third party to purchase Borrower’s 's equity, nor execute agreement with any third party to transfer Borrower’s 's equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s 's Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assets.

Representation and Warranties. 3.1 The Lender To induce the Administrative Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Borrower Administrative Agent and each Lender that, from the execution date of this Agreement until the date this Agreement terminates,: (ai) Lender As of the First Amendment Effective Date, and after giving effect to this Amendment, each of the representations and warranties made by the Borrowers in or pursuant to the Credit Documents is true and correct in all material respects as if made on and as of such date (it being understood and agreed that any representation or warranty that by its terms is made as of a company registered specific date shall be required to be true and validly existing under the laws correct in all material respects only as of PRC;such specified date); provided, that any such representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (bii) subject No Default or Event of Default has occurred and is continuing immediately prior to its business scope, articles of association and other organizational documents, after giving effect to this Amendment. (iii) It has the Lender has full right, requisite corporate power and all necessary and appropriate approval and authorization authority to execute execute, deliver and perform this Agreement;Amendment and to incur the obligations herein provided for and is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Amendment. (civ) the execution This Amendment has been duly executed and the performance of this Agreement shall not be against any enforceable delivered and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the constitutes a legal, valid and binding obligations obligation of the Lender, which is such Borrower enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the such Borrower in accordance with its terms upon its execution;terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles. (ev) Neither the Borrower has paid contribution in full for its equity in execution and delivery of this Amendment and the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by consummation of the qualified accounting firm; (f) the Borrower neither create pledge or any other securitytransactions contemplated herein, nor make third the performance of and compliance with the terms and provisions hereof by such Borrower will (a) violate or conflict with any provision of its articles of incorporation or bylaws, (b) violate, contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party any offer to transfer or by which it may be bound, the Borrower’s equity, nor make acceptance for violation of which could have a Material Adverse Effect on such Borrower or (d) result in or require the offer creation of any third party to purchase Borrower’s equity, nor execute agreement Lien upon or with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject respect to its business license and to possess its assetsproperties.

Representation and Warranties. 3.1 The Lender hereby Each party represents and warrants warrants: 2.1 That it possesses full power and authority to the Borrower that, from the execution date of enter into this Agreement until and to perform the date this Agreement terminates, (a) Lender is a company registered and validly existing under the laws of PRCobligations hereunder; (b) subject 2.2 That its Representative whose signature is affixed hereto has been fully authorized to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform sign this Agreement; (c) 2.3 That upon its Effective Date, the execution and the performance provisions of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the its legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with these terms; 2.4 That it has no agreement with any other Person nor any other conflict that would preclude it from fully complying with its terms upon obligations under this Agreement and/or any applicable law or regulations, and that all required consents of any and all third parties, if any, to enter into this Agreement and perform the obligations hereunder, have been obtained prior to the execution of the Agreement; provided, however, that the parties hereby acknowledge that no party has obtained any approval by or from the United States Food and Drug Administration for the sale, distribution and/or use of the Products in the Territory prior to the execution of this Agreement. Each party shall, at its execution.sole expense, defend and hold one or both of the other parties and its Representatives harmless from any liabilities or actions brought against one or both of the other parties, if and to the extent such liabilities or actions are based on a claim that (i) the first party breached an agreement with any other Person for the marketing and licensing of the Product, or (ii) the first party misappropriated any trade secret or improperly disclosed any Confidential Information of any other Person; and 3.2 The Borrower 2.5 Without limiting the generality of the foregoing, CMCC hereby specifically represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations that as of the BorrowerEffective Date, which is enforceable against to the Borrower best knowledge of the CMCC Technology Transfer Office, it alone owns the CMCC Patents, and that the CMCC Patents (i) have been duly registered as described in accordance with its terms upon its execution; Exhibit A hereof, and (eii) have not been abandoned. CMCC further warrants and represents that the Borrower CMCC Technology Transfer Office has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations no knowledge of any pending or threatened claims of infringement and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or not received any other security, nor make third party notice of any offer to transfer the Borrower’s equity, nor make acceptance for the offer claim of infringement from any third party to purchase Borrower’s equity, nor execute agreement with regarding the use of Memantine or any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsadamantan derivatives.

Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Lender is a company registered and validly existing under the laws of PRCCayman Islands ; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s 's Company is a limited liability company registered and validly existing under the laws of PRCPRC and the Borrower is the legal owner of its equity interest in the Company; (b) subject to its articles of association and other organizational documents, the Borrower has full right right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s 's Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, 's equity nor make acceptance for the offer of any third party to purchase Borrower’s 's equity, nor execute agreement with any third party to transfer Borrower’s 's equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s 's Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assets.

Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Lender is a company registered and validly existing under the laws of PRCCayman Islands ; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s 's Company is a limited liability company registered and validly existing under the laws of PRC; (b) subject to its articles of association and other organizational documents, the Borrower has full right right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s 's Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s 's equity, nor make acceptance for the offer of any third party to purchase Borrower’s 's equity, nor execute agreement with any third party to transfer Borrower’s 's equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s 's Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assets.

Representation and Warranties. 3.1 The Lender hereby Merchant represents and warrants to the Borrower in favor of Xxxxxxxx that, from as at the execution date of this Agreement until and throughout the date this Agreement terminates,term of the Agreement: (a) Lender 7.1 the business carried on by the Merchant is a company registered legitimate, lawful business and validly existing the Merchant is not engaged, and will not engage, in any conduct or Transactions which may be considered unlawful according to applicable law; 7.2 it will use the Credorax Services in accordance with the terms of the Agreement and Applicable Law, and shall not do any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to applicable law; 7.3 it will not do nor omit to do anything which is disreputable or which is capable of damaging the reputation or goodwill of Credorax or a Card; 7.4 no third party agreement prevents it from using the Services as contemplated hereunder, and it is in compliance with its agreements with its credit card acquirers and payment service providers, including without limitation any credit card processing agreements establishing Merchant’s account; 7.5 all information and documentation provided to Credorax is true, accurate and complete and properly reflects the corporate structure, business and financial condition of the Merchant; 7.6 it is not aware of any information which Credorax and its advisors would reasonably require and expect to be informed of for the purpose of making an informed assessment of Merchant and its ability to perform its obligations under the Agreement; 7.7 it shall be in possession of all licenses, permits, approvals whether regulatory or otherwise required in terms of applicable laws to carry out its business lawfully. Xxxxxxxx is obtaining and using the Credorax Services for legitimate business purposes only and to facilitate lawful business Transactions between Merchant and its customers; 7.8 it is lawfully constituted under the laws of PRCits country of incorporation and Merchant’s business and the manner in which Merchant conducts it complies with all applicable laws, Card Scheme Rules and any related policies, procedures and instructions provided by Credorax; (b) subject 7.9 it has and shall continue to have all the necessary assets and liquidity to perform its obligations under the Agreement as they become due; 7.10 there is no action, suit, or proceeding pending, or to Merchant’s knowledge, threatened which if decided adversely would impair Merchant’s ability to carry on its business scopesubstantially or which would adversely affect Merchant’s financial condition or operations; 7.11 it has never been placed on the MasterCard MATCHTM or Visa VMAS systems, articles or, if Xxxxxxxx has, Xxxxxxxx has clearly and conspicuously disclosed that fact to Credorax in writing; 7.12 it is the lawful owner of association the website(s) that are submitted for processing and other organizational documents, the Lender has full right, power control and authorization of the website content; 7.13 any and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government persons executing documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations on behalf of the Lender, which is enforceable against Merchant and/or representing the Lender Merchant are in accordance with its terms upon its executionlawfully authorized to do so. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assets.

Representation and Warranties. 3.1 (i) The Lender Borrower hereby warrants, represents and warrants to the Borrower confirms that, from the execution date of this Agreement until the date this Agreement terminates, (a) Lender is a company registered the Borrower and each corporate Obligor are companies, duly incorporated and validly existing under the laws law of PRC;their jurisdiction of incorporation affecting its business and operations. (b) subject all the information provided by the Borrower to its business scopethe Bank is true and accurate in all respects, articles of association are not misleading and other organizational documentsdoes not omit any material fact, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; omission of which would make any fact or statement therein misleading (c) all the execution licenses, permits and authorizations required for carrying on its business or industry have been obtained and are in full force and effect (d) the Borrower is in compliance in all respects with all Applicable Laws, including environmental laws, and regulations affecting its assets, its business and operations and has good title to or valid leases or licenses of, or is otherwise entitled to use its assets (e) the Borrower has the power to avail of the Facilities Version July 2021 [5] from the Bank and the total borrowings including the Facilities are within the prescribed limits, if any (f) the Borrower has the power and authority to execute, deliver and perform the terms and provisions of thisAgreement and has taken all the necessary action required to authorize the execution, deliver and performance of this Agreement shall not be against any enforceable and effective laws and regulationsupon execution, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall agreement will constitute the legal, valid and binding obligations of the Lender, which is Borrower enforceable against the Lender in accordance with their respective terms (g)the entry into, delivery and performance by the Borrower of, and the transactions contemplated by, the Transaction Documents do not and will not conflict with any Applicable Law, with the constitutional documents, if any, of the Borrower; or with any agreement or instrument which is binding upon the Borrower or on any of its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, assets (h) no default is subsisting or might result from the execution date of, or the availing of this the Facilities under, the Facility Agreement until by the Borrower (i) the most recent audited accounts of the Borrower have been duly audited and prepared in accordance with applicable accounting principles and practices and represent a true and fair view of its financial condition and there has been no Material Adverse Effect since the date this Agreement terminateson which those accounts were drawn up (j) all taxes and compliance reports have been filed in time and no claims are pending thereof (k) the facility is not being availed for any activities relating to producing or consuming Ozone Depleting Substances, in terms of Montreal Protocol to which Government of India is a party (l) none of the Borrower and its promotors, directors and partners, affiliates, subsidiaries or associate companies or group companies are in default or been included in any list of defaulters or have committed breach of any agreement with any person who has provided loan or deposits or advances or guarantees or other financial facilities to the Borrower or any regulatory or statutory authority (m) there are no legal or other adverse proceedings of any nature pending against the Borrower or its promoter, directors, partners in management of the Borrower or any of its assets which have a MaterialAdverse Effect (n) the properties mortgaged are mortgaged by its legal owners and there are no encumbrances over the same save and except as permitted by the Bank and the Borrower shall not hereafter encumber the Assets without the permission of the Bank (m) the purpose and the business of the Borrower is legally and regulatory valid (n) no notice has been served with respect to winding up, receivership ,custodian for the Borrower or any of its assets or that the Borrower be placed in bankruptcy; the passing of a resolution for the winding up of the Borrower or any proposal or apprehension for passing such resolution; a scheme of arrangement, amalgamation or reconstruction or composition with creditors of the Borrower or taking of any action to seize, attach, take possession of or appoint a custodian receiver, liquidator or manager in respect of the Borrower or any asset of the Borrower (o) the borrower has not committed any breach under any agreement entered into with any person for availing any finance facility. (aii) Except to the extent disclosed to the Bank, (i) all the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any 's contracts executed or agreements with, or any commitments made to, any third party; affiliates or group companies (dif applicable) this Agreement shall constitute are on arms' length basis; (ii) No director of the legal and valid obligations Bank is a director, manager, managing agent, employee or guarantor of the Borrower, which is enforceable against or of a subsidiary of the Borrower, or of the holding company of the Borrower, or holds substantial interest, in the Borrower in accordance with its terms upon its execution; (e) or a subsidiary or the holding company of the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or no directors of any other securitybank, nor make third party any offer to transfer the Borrower’s equityincluding directors of scheduled cooperative bank and directors of subsidiaries/trustees of mutual funds/ venture capital funds, nor make acceptance for the offer holds substantial interest or is interested as director or as a guarantor of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (hiii) No relative (as specified by RBI) of a Chairman / Managing Director or director of banking company, including directors of scheduled cooperative bank and directors of subsidiaries/trustees of mutual funds/venture capital funds (including the Bank) or a relative of senior officer (as specified by RBI) of the Bank, hold substantial interest or is interested as a director or as guarantor of Borrower’s Company has completed all governmental approval. The Borrower shall not induct a person in the capacity of director / promoter who is a director / partner / member / trustee of a company / firm / association of persons / trust as the case may be, authorizationidentified as willful defaulter. In the event of such a person is found to be a director / partner / member / trustee of a company / firm / association of persons / trust as the case may be, licenseidentified as willful defaulter, register, filing the Borrower shall take expeditious and otherwise necessary to carry out the business subject to its business license and to possess its assetseffective steps for removal of such person.

Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates, (a) Lender is a company registered and validly existing under the laws of PRC; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 Section 3.1. The Borrower hereby represents and warrants thatas of the Amendment No. 1 Effective Date that this Amendment has been, from or when executed and delivered will be, duly executed and delivered by the Borrower. Neither the execution date and delivery of this Agreement until Amendment, nor the date this Agreement terminates, consummation of the transactions herein contemplated, nor performance of and compliance with the terms and provisions herein and thereof, by the Borrower will (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws violate in any material respect any Requirement of PRC; Law (except those as to which waivers or consents have been obtained), (b) Borrower has full right conflict with, result in a breach of or constitute a default under (i) the articles of incorporation, bylaws, articles of organization, operating agreement or other organization documents of the Credit Parties or (ii) any Material Contract to execute and perform which such Person is a party or by which any of its properties may be bound or any material approval or material consent from any Governmental Authority relating to such Person (except those as to which waivers or consents have been obtained) which conflict, breach or default in any such case in this Agreement; clause (ii) could reasonably be expected to have a Material Adverse Effect, or (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed withresult in, or commitments made torequire, the creation or imposition of any third party;Lien on any Credit Party’s properties or revenues pursuant to any Requirement of Law, the articles of incorporation, bylaws, articles of organization, operating agreement or other organization documents of such Credit Party or Contractual Obligation other than the Liens arising under or contemplated in connection with the Credit Documents or Permitted Liens. (d) this Agreement shall constitute the legal Section 3.2. The representations and valid obligations warranties contained in Article III of the BorrowerAmended Credit Agreement (A) with respect to representations and warranties that contain a materiality qualification, are true and correct and (B) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects, in each case as of the Amendment No. 1 Effective Date as if made on and as of such date except for any representation or warranty made as of an earlier date, which is enforceable against representation and warranty shall remain true and correct (subject to the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity applicable materiality threshold in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; preceding clauses (fA) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer (B)) as of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetssuch earlier date.

Representation and Warranties. 3.1 The Lender hereby 6.1. KMG represents and warrants to the Borrower Company that, from the execution date of this Agreement until the date this Agreement terminates,: (a) Lender is a company registered KMG possesses all necessary rights and validly existing under authority to conclude and execute the laws of PRCAgreement; (b) subject to the Agreement represents liabilities compulsory for execution by KMG in accordance with its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement;conditions; and (c) conclusion by KMG of the Agreement and execution of its liabilities hereof: (i) will not lead to any breach of any provision either of Charter or the Corporate Governance Code and the performance other relevant internal documents of this Agreement shall KMG; (ii) will not lead to any breach of any act and will not represent non- execution of liabilities of any act, counterpart of which KMG is or KMG is related to and which is substantial in context of transactions, envisaged herein; (iii) will not lead to any breach of any order, resolution or decision of court or state body, which is compulsory for KMG and is substantial in context of transactions, envisaged herein; or (iv) will not require for receiving by KMG of any consent or approval of any state or regulating body, which would not be against received on the date hereof, will not require for forwarding of any enforceable notification addressed to any state or regulatory body which would not be forwarded on the date hereof, and effective laws and regulations, governmental approval, authorization and notification, other government documents and will not require for any contracts registration in any state or regulatory body which would not be executed with, or commitments made to, any third party; andon the date hereof. (d) this Agreement shall constitute transfer by KMG of oil transporting assets to the legalCompany will be carried out on market conditions, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its executionsubject to taking relevant decision by KMG. 3.2 6.2. The Borrower hereby Company represents and warrants KMG that, from the execution date of this Agreement until the date this Agreement terminates,: (a) the Borrower’s Company is a limited liability company registered has all necessary rights and validly existing under authority to conclude and execute the laws of PRCAgreement; (b) Borrower has full right to execute and perform this Agreement;the Agreement represents compulsory for execution liabilities of the Company in accordance with its conditions; and (c) conclusion by the Company of the Agreement and execution of its liabilities hereof: (i) will not lead to any breach of any provision either of Charter or the Corporate Governance Code and other relevant internal documents of the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third partyCompany; (dii) this Agreement shall constitute will not lead to any breach of any act and will not represent non- execution of liabilities of any act, counterpart of which the legal Company is or the Company is related to and valid obligations which is substantial in context of the Borrowertransactions, envisaged herein; (iii) will not lead to any breach of any order, resolution or decision of court or state body, which is enforceable against compulsory for the Borrower Company and is substantial in accordance with its terms upon its execution;context of transactions, envisaged herein; or (eiv) the Borrower has paid contribution in full will not require for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued receiving by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer Company of any third party consent or approval of any state or regulating body, which would not be received on the date hereof, will not require for forwarding of any notification addressed to purchase Borrower’s equityany state or regulatory body which would not be forwarded on the date hereof, nor execute agreement with and will not require for any third party to transfer Borrower’s equity, except registration in any state or regulatory body which would not be executed on the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsdate hereof.

Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates, (a) Lender is a company registered and validly existing under the laws of PRC; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 Section 3.1. The Borrower hereby represents and warrants thatas of the Amendment No. 3 Effective Date that this Amendment has been, from or when executed and delivered will be, duly executed and delivered by the Borrower. Neither the execution date and delivery of this Agreement until Amendment, nor the date this Agreement terminates, consummation of the transactions herein contemplated, nor performance of and compliance with the terms and provisions herein and thereof, by the Borrower will (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws violate in any material respect any Requirement of PRC; Law (except those as to which waivers or consents have been obtained), (b) Borrower has full right conflict with, result in a breach of or constitute a default under (i) the articles of incorporation, bylaws, articles of organization, operating agreement or other organization documents of the Credit Parties or (ii) any Material Contract to execute and perform which such Person is a party or by which any of its properties may be bound or any material approval or material consent from any Governmental Authority relating to such Person (except those as to which waivers or consents have been obtained) which conflict, breach or default in any such case in this Agreement; clause (ii) could reasonably be expected to have a Material Adverse Effect, or (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed withresult in, or commitments made torequire, the creation or imposition of any third party;Lien on any Credit Party’s properties or revenues pursuant to any Requirement of Law, the articles of incorporation, bylaws, articles of organization, operating agreement or other organization documents of such Credit Party or Contractual Obligation other than the Liens arising under or contemplated in connection with the Credit Documents or Permitted Liens. (d) this Agreement shall constitute the legal Section 3.2. The representations and valid obligations warranties contained in Article III of the BorrowerAmended Credit Agreement (A) with respect to representations and warranties that contain a materiality qualification, are true and correct and (B) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects, in each case as of the Amendment No. 3 Effective Date as if made on and as of such date except for any representation or warranty made as of an earlier date, which is enforceable against representation and warranty shall remain true and correct (subject to the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity applicable materiality threshold in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; preceding clauses (fA) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer (B)) as of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetssuch earlier date.

Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Lender is a company registered and validly an individual existing under the laws of PRCThe People’s Republic of China; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s 's Company is a limited liability company registered and validly existing under the laws of PRCNevada State in the United States of America, and the Borrower is the legal owner of its equity interest in the Borrower’s Company; (b) subject to its articles of association and other organizational documents, the Borrower has full right right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s 's Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assets.

Representation and Warranties. 3.1 (i) The Lender Borrower hereby warrants, represents and warrants to the Borrower confirms that, from the execution date of this Agreement until the date this Agreement terminates, (a) Lender is a company registered the Borrower and each corporate Obligor are companies, duly incorporated and validly existing under the laws law of PRC;their jurisdiction of incorporation affecting its business and operations. (b) subject all the information provided by the Borrower to its business scopethe Bank is true and accurate in all respects, articles of association are not misleading and other organizational documentsdoes not omit any material fact, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; omission of which would make any fact or statement therein misleading (c) all the execution licenses, permits and authorizations required for carrying on its business or industry have been obtained and are in full force and effect (d) the Borrower is in compliance in all respects with all Applicable Laws, including environmental laws, and regulations affecting its assets, its business and operations and has good title to or valid leases or licenses of, or is otherwise entitled to use its assets (e) the Borrower has the power to avail of the Facilities Version January 2022 [5] from the Bank and the total borrowings including the Facilities are within the prescribed limits, if any (f) the Borrower has the power and authority to execute, deliver and perform the terms and provisions of thisAgreement and has taken all the necessary action required to authorize the execution, deliver and performance of this Agreement shall not be against any enforceable and effective laws and regulationsupon execution, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall agreement will constitute the legal, valid and binding obligations of the Lender, which is Borrower enforceable against the Lender in accordance with their respective terms (g)the entry into, delivery and performance by the Borrower of, and the transactions contemplated by, the Transaction Documents do not and will not conflict with any Applicable Law, with the constitutional documents, if any, of the Borrower; or with any agreement or instrument which is binding upon the Borrower or on any of its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, assets (h) no default is subsisting or might result from the execution date of, or the availing of this the Facilities under, the Facility Agreement until by the Borrower (i) the most recent audited accounts of the Borrower have been duly audited and prepared in accordance with applicable accounting principles and practices and represent a true and fair view of its financial condition and there has been no Material Adverse Effect since the date this Agreement terminateson which those accounts were drawn up (j) all taxes and compliance reports have been filed in time and no claims are pending thereof (k) the facility is not being availed for any activities relating to producing or consuming Ozone Depleting Substances, in terms of Montreal Protocol to which Government of India is a party (l) none of the Borrower and its promotors, directors and partners, affiliates, subsidiaries or associate companies or group companies are in default or been included in any list of defaulters or have committed breach of any agreement with any person who has provided loan or deposits or advances or guarantees or other financial facilities to the Borrower or any regulatory or statutory authority (m) there are no legal or other adverse proceedings of any nature pending against the Borrower or its promoter, directors, partners in management of the Borrower or any of its assets which have a MaterialAdverse Effect (n) the properties mortgaged are mortgaged by its legal owners and there are no encumbrances over the same save and except as permitted by the Bank and the Borrower shall not hereafter encumber the Assets without the permission of the Bank (m) the purpose and the business of the Borrower is legally and regulatory valid (n) no notice has been served with respect to winding up, receivership ,custodian for the Borrower or any of its assets or that the Borrower be placed in bankruptcy; the passing of a resolution for the winding up of the Borrower or any proposal or apprehension for passing such resolution; a scheme of arrangement, amalgamation or reconstruction or composition with creditors of the Borrower or taking of any action to seize, attach, take possession of or appoint a custodian receiver, liquidator or manager in respect of the Borrower or any asset of the Borrower (o) the borrower has not committed any breach under any agreement entered into with any person for availing any finance facility. (aii) Except to the extent disclosed to the Bank, (i) all the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any 's contracts executed or agreements with, or any commitments made to, any third party; affiliates or group companies (dif applicable) this Agreement shall constitute are on arms' length basis; (ii) No director of the legal and valid obligations Bank is a director, manager, managing agent, employee or guarantor of the Borrower, which is enforceable against or of a subsidiary of the Borrower, or of the holding company of the Borrower, or holds substantial interest, in the Borrower in accordance with its terms upon its execution; (e) or a subsidiary or the holding company of the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or no directors of any other securitybank, nor make third party any offer to transfer the Borrower’s equityincluding directors of scheduled cooperative bank and directors of subsidiaries/trustees of mutual funds/ venture capital funds, nor make acceptance for the offer holds substantial interest or is interested as director or as a guarantor of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (hiii) No relative (as specified by RBI) of a Chairman / Managing Director or director of banking company, including directors of scheduled cooperative bank and directors of subsidiaries/trustees of mutual funds/venture capital funds (including the Bank) or a relative of senior officer (as specified by RBI) of the Bank, hold substantial interest or is interested as a director or as guarantor of Borrower’s Company has completed all governmental approval. The Borrower shall not induct a person in the capacity of director / promoter who is a director / partner / member / trustee of a company / firm / association of persons / trust as the case may be, authorizationidentified as willful defaulter. In the event of such a person is found to be a director / partner / member / trustee of a company / firm / association of persons / trust as the case may be, licenseidentified as willful defaulter, register, filing the Borrower shall take expeditious and otherwise necessary to carry out the business subject to its business license and to possess its assetseffective steps for removal of such person.

Representation and Warranties. 3.1 The Lender hereby Borrower represents and warrants to the Borrower that, from Lenders that as of the execution date of execution of this Agreement until Amendment and as of the date this Agreement terminates,Amendment Effective Date: (a) Lender is the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a company registered different specific date, in which case they are true and validly existing under correct as of such earlier date, and for purposes of this Amendment the laws representations and warranties contained in subsection (a) of PRCSection 3.04 shall be deemed to refer to the most recent financial statements furnished by the Borrower pursuant to clauses (a) and (b) of Section 5.01; (b) subject to its business scope, articles no Default or Event of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this AgreementDefault exists; (c) the execution execution, delivery and the performance by Borrower of this Agreement shall Amendment have been duly authorized by all necessary action and do not be against and will not contravene the terms of the Borrower’s governing documents, any enforceable law or any indenture, loan or credit agreement, or any other material agreement or instrument to which the Borrower is a party or by which it is bound or to which it or its properties are subject; (d) no authorizations, approvals or consents of, and effective laws and regulationsno filings or registrations with, governmental approvalany Governmental Authority or any other Person are necessary for the execution, authorization and notificationdelivery or performance by the Borrowers of this Amendment or for the validity or enforceability thereof, other government documents than routine informational filings with the United States Securities and any contracts executed with, or commitments made to, any third partyExchange Commission and/or other Governmental Authorities; and (de) this Agreement shall constitute Amendment constitutes the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Borrower has paid contribution in full for its equity in enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the Borrower’s Company in accordance with enforcement of or any applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; affecting remedies (f) the Borrower neither create pledge whether considered in a court of law or any other security, nor make third party any offer to transfer the Borrower’s a proceeding in equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assets).

Representation and Warranties. 3.1 The Lender To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to the Borrower that, from the execution date of Bank as follows: 5.1 Immediately after giving effect to this Agreement until the date this Agreement terminates, (a) Lender is a company registered and validly existing under the laws of PRC; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, Amendment (a) the Borrower’s Company is a limited liability company registered representations and validly existing under warranties contained in the laws Loan Documents are true, accurate and complete in all material respects as of PRC; the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 5.2 Borrower has full right the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this AgreementAmendment; 5.3 The organizational documents of Borrower most recently delivered to Bank remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 5.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 5.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 5.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Agreement shall Amendment, do not be against require any enforceable and effective laws and regulationsorder, governmental consent, approval, license, authorization and notificationor validation of, other government documents and any contracts executed or filing, recording or registration with, or commitments made toexemption by any governmental or public body or authority, any third party; (d) this Agreement shall constitute the legal and valid obligations of the or subdivision thereof, binding on Borrower, which except as already has been obtained or made; and 5.7 This Amendment has been duly executed and delivered by Xxxxxxxx and is the binding obligation of Borrower, enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equityterms, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other proceedings pending similar laws of general application and equitable principles relating to or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsaffecting creditors’ rights.

Representation and Warranties. 3.1 The Lender In connection with the matters contemplated by this Waiver and Consent, the Company and each Guarantor hereby represents and warrants to and for the Borrower that, from benefit of the Noteholders as follows (it being understood that such representations and warranties shall be deemed made pursuant to and in connection with the Financing Documents for all purposes and shall survive the execution date and delivery of this Agreement until Waiver and Consent and the date this Agreement terminates,effectiveness of the waivers and consents provided for herein): (a) Lender As of the date hereof, no Potential Default or Event of Default has occurred and is a company registered continuing, other than as described in Recital B above and, after giving effect to the waivers provided for in Section 1 hereof (assuming fulfillment of the conditions to such respective waivers), no Potential Default or Event of Default shall have occurred and validly existing under the laws of PRC;be continuing. (b) subject The information set forth in the Explanatory Memorandum (other than the financial results projected for the periods after June 30, 2009 set forth therein) is true and correct in all material respects, and the financial results projected for the periods after June 30, 2009 set forth therein represent a reasonable range of possible results in light of the history of the business, present and foreseeable conditions (including those identified in the Explanatory Memorandum), and the intentions of the Company’s management. The statements set forth in the Recitals to its business scope, articles of association this Waiver and other organizational documents, the Lender has full right, power Consent are true and correct in all necessary and appropriate approval and authorization to execute and perform this Agreement;material respects. (c) The Company has obtained or will obtain a written consent and waiver (the execution “Credit Agreement Waiver”) from the Bank Lenders which shall be effective to (i) waive all defaults or events of default, if any, which have occurred or may occur under the Bank Credit Agreement by reason of any one or more of the events or circumstances described or referred to in the Explanatory Memo or which are otherwise the subject of the waivers set forth in Section 1 hereof and (ii) consent to the performance distributions which are the subject of this the consents set forth in Section 2 hereof. Neither the Company nor any other Obligor shall be required, pursuant to the Bank Credit Agreement, the Credit Agreement Waiver or otherwise, or will, directly or indirectly, pay or cause to be paid to the Bank Lenders or any agents for the Bank Lenders, any remuneration of any character for or in connection with the granting of the waivers and consents provided for in the Credit Agreement Waiver, except for fees which shall not be against any enforceable exceed (in the aggregate for all Bank Lenders and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (dtheir agents) this Agreement shall constitute the legal, valid and binding obligations 0.25% of the Lender, which Commitments (as such term is enforceable against defined in the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from Bank Credit Agreement) available under the execution date Bank Credit Agreement as of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetshereof.

Representation and Warranties. 3.1 The Lender hereby Borrower and each of the Guarantors represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Borrower Administrative Agent and Lenders that, from the execution date of this Agreement until the date this Agreement terminates,: (a) Lender is a company registered It has the corporate power and validly existing under authority to execute, deliver and perform the laws terms and provisions of PRCthis Amendment and the transactions contemplated hereby and has taken or caused to be taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (b) subject Other than the Final Order, no consent of any person (including, without limitation, shareholders or creditors of the Borrower or any Guarantor), and no action of, or filing with any governmental or public body or authority is required to its business scopeauthorize, articles or is otherwise required in connection with the execution, delivery and performance of association this Amendment and the other organizational documents, the Lender instruments and documents contemplated hereby which has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreementnot been obtained; (c) Subject to the execution and entry of the performance Final Order, each of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents Amendment and any contracts other instruments and documents contemplated hereby has been duly executed withand delivered by a duly authorized officer on behalf of such party, or commitments made to, any third party; and (d) this Agreement shall constitute the and constitutes a legal, valid and binding obligations obligation of the Lender, which is such party enforceable against the Lender such party in accordance with its terms upon its execution. 3.2 The Borrower hereby represents terms, subject to bankruptcy, reorganization, insolvency, moratorium and warrants that, from other similar laws affecting the execution date enforcement of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution creditors' rights generally and the performance exercise of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third partyjudicial discretion in accordance with general principles of equity; (d) this Agreement shall constitute Subject to the legal and valid obligations entry of the BorrowerFinal Order, which is enforceable against the Borrower execution, delivery and performance of this Amendment, and the other instruments and documents contemplated hereby will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in accordance with its terms upon its executionthe breach of, or constitute a default under any contractual obligation of such party; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm;After giving effect to this Amendment, there does not exist any Default or Event of Default; and (f) After giving effect to this Amendment, the Borrower neither create pledge or any representations and warranties contained in the Credit Agreement and in the other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms Loan Documents are true and correct in all material respects on and as of the Equity Pledge Contract; Effective Date as if such representations and warranties had been made on and as of the Effective Date (g) there are no disputes except to the extent such representations and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority warranties expressly relate to an earlier date in which case such representations and involving the Borrower; and (h) the Borrower’s Company has completed warranties shall be true and correct in all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsmaterial aspects as of such earlier date).

Representation and Warranties. 3.1 The Lender hereby represents Seller acknowledges that the representations, warranties and warrants to the Borrower thatcovenants set forth in this Section 14 are, from the execution date for Buyer, an essential element of this Agreement until the date and that Buyer would not have entered into this Agreement terminates,without such representations, warranties and covenants having been made by Seller. Seller represents, warrants and, as applicable, covenants, that: (a) Lender is a company registered Seller has full power and validly existing authority under its constitutive documents to execute and deliver this Agreement and to perform its obligations under this Agreement; Seller has taken all corporate or other entity action necessary to fully authorize the laws execution, delivery and performance of PRCthis Agreement and the person executing this Agreement on behalf of Seller has been duly authorized to do so; (b) subject to this Agreement constitutes Seller’s legal, valid and binding obligation and is enforceable against Seller in accordance with its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreementterms; (c) Seller is solvent and in good standing in the execution and the performance jurisdiction of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third partyorganization; (d) this Agreement shall constitute the Seller has not taken any corporate or other action nor have any steps been taken or have any legal and valid obligations proceedings been instituted or threatened against it for its dissolution, liquidation or legal merger, consolidation or conversion into a foreign entity nor has it or any of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its executionassets been placed under bankruptcy or other similar administration or insolvency proceedings under any applicable law by any relevant court; (e) the Borrower has paid contribution signing and delivery of this Agreement and the performance by Seller of its obligations hereunder does not contravene or constitute a default under, or cause Seller to exceed any limitation on it or the powers of its owners, directors, managers or officers imposed by or contained in full for (i) its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued constitutive documents or (ii) any agreement to which it is a party or (iii) any law or regulation by the qualified accounting firmwhich it or any of its assets is bound or affected; (f) Seller has duly obtained or made each authorization, approval, consent, licence, exemption or registration required from, and has made every notification or filing to, any relevant governmental authority, bureau or agency in connection with the Borrower neither create pledge entering into, execution and performance of this Agreement and any matters contemplated by it. No authorization, approval and consent has been revoked or suspended and each licence, exemption or registration is in full force and effect and Seller is in full compliance with each license, exemption or registration and the execution and enforcement of this Agreement and any other security, nor make third party transaction contemplated by it will not in any offer to transfer the Borrower’s equity, nor make acceptance for the offer way result in a breach of any third party to purchase Borrower’s equitylicense, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contractexemption or registration that has been obtained by it; (g) there all information given by Seller in connection with this Agreement was true, complete and accurate in all material respects and is not misleading in any material respect and no information which was essential for Buyer in connection with entering into this Agreement has been withheld by Seller; (h) no litigation, arbitration or administrative proceedings have been instituted, or are pending, or, to the best of Seller’s knowledge having made all reasonable inquiries, is threatened, which might have a material adverse effect on Seller or on Seller’s ability to perform its obligations under this Agreement; (i) Seller is not in breach of or in default under any agreement to an extent or in a manner which has or which might have a material adverse effect on Seller or its ability to perform its obligations under this Agreement; (j) Seller is not aware of being in default in respect of any applicable law of which it expects that a failure to comply therewith would have a material adverse effect on it or its ability to perform its obligations under this Agreement; (k) in respect of the execution of this Agreement and the other transactions contemplated by it and any other document executed or to be executed hereunder and thereunder by Xxxxxx and the performance of obligations hereunder and thereunder and compliance with the provisions hereof and thereof (i) Seller has valid commercial reasons to enter into this Agreement and such other transaction documents and it will result in an advantage for it and not a disadvantage and (ii) it has no disputes reason to doubt that it is, and legal after consummation of this Agreement and such other transaction document will continue to be, able to meet its obligations under this Agreement and such other transaction document; (l) Seller has not granted any lien upon or with respect to any Collateral other than the lien created hereunder and Seller shall not enter into any loan agreement, security agreement, pledge agreement, mortgage, deed of trust or other proceedings pending agreement or threatened before instrument which would result in the creation or imposition of, or give rise to any courtobligation to provide, tribunal any security interest upon any of the Collateral; (m) Seller shall not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any security interest upon or with respect to, any Digital Ad Receivable, or assign any right to receive income in respect thereof, or grant any option with respect thereto to any person other regulatory authority than Buyer; (n) the Purchased Digital Ad Receivables will be at the time of sale to Buyer hereunder and involving will remain bona fide existing obligations created by the Borrowersale and delivery of goods or the rendition of services in the ordinary course of Seller’s business (i.e. monetize web traffic with advertising and affiliate sales using commercially reasonable efforts to maintain traffic quality in line with industry standards); (o) the Purchased Digital Ad Receivables will at the time of sale to Buyer hereunder be unconditionally owed and will be payable to Buyer without defenses, disputes, offsets, counterclaims, or rights of return or cancellation; (p) each Purchased Digital Ad Receivable sold to Buyer hereunder will arise from an “arm’s length” transaction by Seller with unaffiliated entities and will be sold by Seller to Buyer free and clear of any liens, encumbrances and adverse claims of any third-party; (q) at the time of sale of a Purchased Digital Ad Receivable by Seller, Seller will not have received notice or otherwise learned of actual or imminent bankruptcy, insolvency, or material impairment of the financial condition of the Account Debtor of such Purchased Digital Ad Receivables; and (hr) Seller will maintain Buyer’s access to all Digital Ad Receivable data, in any form, as provided by Account Debtors in the BorrowerAccount Debtor’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsordinary course of business.

Representation and Warranties. 3.1 9.1 The Lender hereby parties acknowledge and agree that MEC is entering into this Agreement, and MEC is purchasing the Call Option and granting the Xxxxxx LLC Put Option and the Xxxxx LLC Put Option, in reliance on the representations and warranties set forth below: 9.1.1 Xxxxxx LLC represents and warrants to the Borrower that, from the execution date MEC that as of this Agreement until the date this Agreement terminates,hereof and as of the Closing Date: (ai) Lender Xxxxxx LLC is the sole owner of record, and Xxxxxx X. XxXxxxxxx is the sole beneficial owner, of the Xxxxxx LLC Option Shares listed on Schedule 3.3, free and clear of any and all Liens (other than the Call Option); (ii) Xxxxxx LLC is a limited liability company registered and duly organized, validly existing and in good standing under the laws of PRC; (b) subject to its business scopethe State of Maryland, articles of association and other organizational documents, the Lender has full right, all requisite power and all necessary authority to enter into and appropriate approval and authorization to execute and perform comply with its obligations under this Agreement; (ciii) the execution and the performance delivery of this Agreement and the performance by Xxxxxx LLC of its obligations under this Agreement, have been duly and validly authorized by Xxxxxx LLC, and when executed and delivered by Xxxxxx LLC, this Agreement shall constitute the valid and binding obligation of Xxxxxx LLC, enforceable against Xxxxxx LLC in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court's equitable powers; (iv) the execution and delivery of this Agreement and the performance by Xxxxxx LLC of its obligations under this Agreement, do not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed will not conflict with, violate or commitments made toresult in a breach of the terms, conditions or provisions of, constitute a default under, or give to any other Person any right of termination or acceleration under, any third law, order, rule, ordinance, regulation, judgment, injunction, order, decree, contract, license, permit or instrument to which Xxxxxx LLC is a party, or result in the creation or imposition of any Lien (other than the Call Option) upon or with respect to the Option Shares owned by Xxxxxx LLC; and (v) all consents necessary to consummate the transactions contained herein, with respect to the Option Shares owned by Xxxxxx LLC have been obtained from governmental agencies or authorities. 9.1.2 Xxxxx LLC represents and warrants to MEC that as of the date hereof and as of the Closing Date: (i) Xxxxx LLC is the sole owner of record, and Xxxxx, her spouse and/or her children are the sole beneficial owner(s), of the Xxxxx LLC Option Shares listed on Schedule 3.3, free and clear of any and all Liens (other than the Call Option); (ii) Xxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement; (iii) the execution and delivery of this Agreement and the performance by Xxxxx LLC of its obligations under this Agreement, have been duly and validly authorized by Xxxxx LLC, and when executed and delivered by Xxxxx LLC, this Agreement shall constitute the valid and binding obligation of Xxxxx LLC, enforceable against Xxxxx LLC in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court's equitable powers; (iv) the execution and delivery of this Agreement and the performance by Xxxxx LLC of its obligations under this Agreement, do not and will not conflict with, violate or result in a breach of the terms, conditions or provisions of, constitute a default under, or give to any other Person any right of termination or acceleration under, any law, order, rule, ordinance, regulation, judgment, injunction, order, decree, contract, license, permit or instrument to which Xxxxx LLC is a party, or result in the creation or imposition of any Lien (other than the Call Option) upon or with respect to the Option Shares owned by Xxxxx LLC; and (v) all consents necessary to consummate the transactions contained herein, with respect to the Option Shares owned by Xxxxx LLC have been obtained from governmental agencies or authorities. 9.2 The parties acknowledge and agree that each of the XxXxxxxxx LLCs is entering into this Agreement, and is acquiring its respective Put Option from MEC and granting the Call Option to MEC, in reliance on the representations and warranties set forth below: 9.2.1 MEC represents and warrants to each of the XxXxxxxxx LLCs that as of the date hereof and as of the Closing Date: (i) the execution and delivery of this Agreement and the performance by MEC of its obligations under this Agreement, have been duly and validly authorized by MEC, and when executed and delivered by MEC, this Agreement shall constitute the valid and binding obligation of MEC, enforceable against MEC in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court's equitable powers; (ii) the execution and delivery of this Agreement and the performance by MEC of its obligations under this Agreement, do not and will not conflict with, violate or result in a breach of the terms, conditions or provisions of, constitute a default under, or give to any other Person any right of termination or acceleration under, any law, order, rule, ordinance, regulation, judgment, injunction, order, decree, contract, license, permit or instrument to which MEC is a party; and (diii) this Agreement shall constitute it is aware that the legalCall Option is not and that the Option Shares are not registered under the Securities Act of 1933, valid and binding obligations as amended (the "Securities Act"), or under any state securities laws. MEC is purchasing the Call Option solely for investment, with no present intention to distribute any of the LenderOption Shares to any Person within the meaning of Section 2(11) of the Securities Act. At the time the Call Option or Put Option is exercised, which is enforceable against MEC will be purchasing the Lender Option Shares solely for investment, with no then present intention to distribute any of the Option Shares to any Person within the meaning of Section 2(11) of the Securities Act. MEC shall not sell or otherwise dispose of the Call Option or of any of the Option Shares except in accordance compliance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing registration requirements or exemption provisions under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution Securities Act, and the performance of this Agreement shall not be against any enforceable rules and effective laws and regulationsregulations promulgated thereunder, governmental approval, authorization and notification, other government documents and any contracts executed with, other applicable federal or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsstate securities laws.

Representation and Warranties. 3.1 The Lender hereby Borrower and each of the U.S. Guarantors represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Borrower Agent and Lenders that, from the execution date of this Agreement until the date this Agreement terminates,: (a) Lender is a company registered It has the corporate power and validly existing under authority to execute, deliver and perform the laws terms and provisions of PRCthis Amendment and the transactions contemplated hereby and has taken or caused to be taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (b) subject No consent of any person (including, without limitation, shareholders or creditors of the Borrower or any U.S. Guarantor), and no action of, or filing with any governmental or public body or authority is required to its business scopeauthorize, articles or is otherwise required in connection with the execution, delivery and performance of association this Amendment and the other organizational documents, the Lender instruments and documents contemplated hereby which has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreementnot been obtained; (c) the execution and the performance Each of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents Amendment and any contracts other instruments and documents contemplated hereby has been duly executed withand delivered by a duly authorized officer on behalf of such party, or commitments made to, any third party; and (d) this Agreement shall constitute the and constitutes a legal, valid and binding obligations obligation of the Lender, which is such party enforceable against the Lender such party in accordance with its terms upon its execution. 3.2 The Borrower hereby represents terms, subject to bankruptcy, reorganization, insolvency moratorium and warrants that, from other similar laws affecting the execution date enforcement of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution creditors' rights generally and the performance exercise of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third partyjudicial discretion in accordance with general principles of equity; (d) The execution, delivery and performance of this Agreement shall Amendment, and the other instruments and documents contemplated hereby will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute the legal and valid obligations a default under any contractual obligation of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its executionsuch party; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm;After giving effect to this Amendment, there does not exist any Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default; and (f) After giving effect to this Amendment, the Borrower neither create pledge or any representations and warranties contained in the Credit Agreement and in the other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms Loan Documents are true and correct in all material respects on and as of the Equity Pledge Contract; Effective Date as if such representations and warranties had been made on and as of the Effective Date (g) there are no disputes except to the extent such representations and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority warranties expressly relate to an earlier date in which case such representations and involving the Borrower; and (h) the Borrower’s Company has completed warranties shall be true and correct in all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsmaterial aspects as of such earlier date).

Representation and Warranties. 3.1 4.01 The Lender Borrower hereby represents and warrants to the Borrower Bank that, from the execution date of this Agreement until the date this Agreement terminates,: (a) Lender the Borrower is a company registered and validly existing under the laws of PRCSingapore and the Borrower has power to execute, deliver and perform its obligations under this Deed; all necessary action has been taken to authorize the execution, delivery and performance of the same, and this Deed constitutes valid and legally binding obligations of the Borrower enforceable in accordance with its terms; (b) the execution, delivery and performance by the Borrower of this Deed will not result in any breach of or default under any agreement, licence, consent or other instrument to which the Borrower is a party or is subject to its business scope, articles or contravene any provision of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this AgreementBorrower's Memorandum or Articles of Association; (c) with regard to any Charged Assets in existence at the execution date hereof, the Borrower is, and with regard to any Charged Assets coming into existence at any time hereafter, the performance of this Agreement shall not Borrower will on the date on which such Charged Assets come into existence be against the true and lawful owner thereof at law and in equity free from any enforceable and effective laws and regulations, governmental approval, authorization and notificationencumbrance, other government documents and any contracts executed withthan the charge, assignment or commitments pledge created or made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third partyhereunder; (d) this Agreement shall constitute the legal Borrower has or will have (as the case may be) good right and valid obligations title to deposit, pledge, mortgage, charge, assign and/or transfer the said Charged Assets, subject to the interests of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its executionBank created hereunder; (e) all contracts and rights comprising the Borrower has paid contribution property described Fourthly and Fifthly in Clause 3.01 from time to time are and will be in full for its equity in the Borrower’s Company in accordance with applicable laws force and regulations and has acquired capital contribution verification report issued by the qualified accounting firmeffect; (f) there are no proceedings involving a claim of a sum exceeding S$500,000 pending before any court or to the knowledge of the Borrower neither create pledge threatened against or affecting the Borrower and no proceedings are before any government agency or administrative body pending or to the knowledge of the Borrower threatened against it or any of its assets other securitythan those which, nor make third party any offer in the opinion of the Bank, are of a frivolous or vexatious nature and to transfer the best of the knowledge and belief of the Borrower’s equity, nor make acceptance for the offer Borrower has complied with all applicable statutes and regulations and with the requirements of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contractall governmental authorities having jurisdiction over it; (g) there the certified true copies of the Memorandum and Articles of Association and the Board Resolutions of the Borrower delivered to the Bank are no disputes true and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving accurate copies of the corporate records of the Borrower; and; (h) the Borrower is not in default in the payment or performance of any of its obligations for borrowed money; (i) there is no provision in any existing mortgage, trust deed, contract, licence, franchise, concession or agreement binding on the Borrower which is being contravened or breached by the execution of this Deed or by the Borrower’s Company 's performance or observance of any of its obligations hereunder; and (j) no event or circumstance which constitutes or which will with the giving of notice or lapse of time or both would constitute an event described in Clause 7.01 has completed all governmental approval, authorization, license, register, filing occurred and otherwise necessary is continuing. 4.02 The representations and warranties in Clause 4.01 shall be deemed to carry out be repeated by the business subject Borrower on and as of each day of the currency of this Deed as if made with reference to its business license the facts and to possess its assetscircumstances existing at each such date.

Representation and Warranties. 3.1 The Lender Each Loan Party hereby represents and warrants to the Borrower that, from the execution date of that (i) this Agreement until the date this Agreement terminates, (a) Lender is a company registered and validly existing under the laws of PRC; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution Amendment and the performance of this Existing Credit Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall as amended hereby constitute the its legal, valid and binding obligations of the Lender, which is obligation and are enforceable against the Lender it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) all of the representations and warranties of such Loan Party set forth in the Credit Agreement are true and correct in all material respects on and as of the date hereof (it being understood and agreed that any representation or warranty which by its terms upon its execution. 3.2 The Borrower hereby represents is made as of a specified date shall be required to be true and warrants thatcorrect in all material respects only as of such specified date, from the execution date and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) and (iii) no Default has occurred and is continuing on and as of this Agreement until the date this hereof. 4. Effect on the Credit Agreement terminates,and Other Loan Documents; Reaffirmation. (a) Upon the Borrower’s Company is effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a limited liability company registered reference to the Credit Agreement, as amended and validly existing under the laws of PRC;modified hereby. (b) Borrower has full right to execute Except as expressly set forth herein, (i) the execution, delivery and perform effectiveness of this Amendment shall neither operate as a waiver of any rights, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or any other documents executed in connection with the Credit Agreement;, nor constitute a waiver of any provision of the Credit Agreement nor any other document executed in connection therewith and (ii) the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith and are hereby ratified and confirmed. (c) Each Loan Party affirms its duties and obligations under each Loan Document to which it is a party (including, without limitation, the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations Guaranty set forth in Article X of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsCredit Agreement).

Representation and Warranties. 3.1 The Lender hereby represents Cephalon Inc. and warrants Anesta jointly and severally warrant that, as of the Effective Date and as of the date of the Decision Payment except as for those events which (i) either occurred after the Effective Date and are not within the control of Cephalon or Anesta, or (ii) were only reasonably discovered by Cephalon or Anesta after the Effective Date to have occurred prior to the Borrower that, from Effective Date and not within the execution date control of this Agreement until the date this Agreement terminates,Cephalon or Anesta and (iii) disclosed properly to ImmuPharma pursuant to Section 10.2: (aA) Lender is a company registered Cephalon and Anesta are validly existing under the laws of PRCthe United States of America and Switzerland, respectively, with full power and authority to execute and deliver this Agreement and perform their obligations hereunder; (bB) subject each of Cephalon and Anesta has the corporate power to its business scopeexecute, articles of association deliver and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute enter into and perform this AgreementAgreement and has been duly authorized by all necessary or proper corporate action to do so; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (dC) this Agreement shall constitute the has been duly executed by each and both of Cephalon and Anesta and represents legal, valid and binding obligations of the Lendereach and both of Cephalon and Anesta, which is enforceable against the Lender in accordance with its terms upon its execution.terms; 3.2 The Borrower hereby represents (D) Neither Cephalon’s nor Anesta’s execution and warrants that, from the execution date performance of this Agreement until the date this Agreement terminates, conflict with, violate or breach (ai) the Borrower’s Company its applicable entity formation documents, (ii) any contractual obligations with any Third Party or (iii) any law or regulation, and no consent is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right required from any Third Party or governmental authority for Cephalon to execute and perform the obligations in this Agreement; except for (x) the expiration of the waiting period under the Xxxx-Xxxxx-Xxxxxx Act, if applicable, or under any other mandatorily applicable antitrust acts or regulations, or (y) any other applicable antitrust acts or regulations to the extent such antitrust acts or regulations are mandatorily applicable hereto or to any of the Signed Agreements anywhere in the Territory , whereby it is agreed and understood, that any and all terms and conditions hereof shall only be applicable hereto or to the Signed Agreements to the extent they are permitted under any such mandatorily applicable antitrust acts or regulations; (E) there is no material fact which is likely to prevent Cephalon or Anesta from developing, making, using, importing and selling the Licensed Product or Licensed Molecules in the Territory; (F) Neither Cephalon nor Anesta have received written notice or does not have knowledge of any fact which is likely to prevent either Cephalon or Anesta from performing any obligation of either Cephalon or Anesta under this Agreement; (cG) Neither Cephalon nor Anesta have received any written notice from any Third Party which alleges or threatens any challenge to the execution right of either Cephalon or Anesta to develop, make, have made, import, use and sell the performance Licensed Product or Licensed Molecules in the Territory under the Licensed Patents; and ** Portions of this Agreement shall not be against any enforceable the Exhibit have been omitted and effective laws have been filed separately pursuant to an application for confidential treatment filed with the Securities and regulationsExchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party;as amended. (dH) this Agreement shall constitute Each and both of Cephalon and Anesta have the legal commercial, technical and valid obligations of the Borrowerfinancial resources and expertise available, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity and intends to use them, to develop, manufacture, import, use and sell Licensed Product or Licensed Molecules in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued Territory as contemplated by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes Development and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsCommercialization Agreement.

Representation and Warranties. 3.1 The Lender Borrower and each Guarantor hereby represents and warrants to the Borrower Agent and the Lenders, as of the Third Amendment Effective Date, that, from the execution date of this Agreement until the date this Agreement terminates, (a) Lender the representations and warranties set forth in the other Loan Documents, in the case of the Third Amendment Effective Date, after giving effect to this Amendment, the ABL Amendment, the Solus Amendment, the 2017 Notes Indenture and the ABL-Notes Intercreditor Agreement are true and correct in all material respects (it being understood that any representation and warranty that is qualified as to “materiality”, “Material Adverse Change” or similar language shall be true and correct in all respects after giving effect to any such qualification therein) with the same effect as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms is made as of a company registered specified date shall be required to be true and validly existing under the laws correct in all material respects only as of PRCsuch specified date); (b) subject no Default or Event of Default exists and is continuing on the Third Amendment Effective Date, after giving effect to its business scope, articles of association and other organizational documentsthis Amendment, the Lender has full righttransactions contemplated hereby, power the ABL Amendment, the Solus Amendment and all necessary and appropriate approval and authorization to execute and perform this Agreementthe ABL-Notes Intercreditor Agreement on such date; (c) (i) it has the execution requisite corporate or limited liability company power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended hereby) to which it is a party, (ii) the execution, delivery and performance by the Borrower of this Amendment has been duly approved by all necessary corporate or limited liability company action and does not (A) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (C) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under the Existing ABL Credit Agreement, any Intercreditor Agreement, or the 2017 Notes Indenture, in each case after giving effect to this Amendment, the ABL Amendment, the Solus Amendment, the 2017 Notes Indenture and the performance ABL-Notes Intercreditor Agreement such date, (D) result in or require the creation or imposition of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notificationLien of any nature whatsoever upon any assets of any Loan Party, other government documents than Permitted Collateral Liens or Permitted Liens, after giving effect to this Amendment, the ABL Amendment, the Solus Amendment, the 2017 Notes Indenture and any contracts executed withthe ABL-Notes Intercreditor Agreement on such date, or commitments made to(E) require any approval of any Loan Party’s interestholders or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts (other than any third party; andof the agreements described in subclause (C) above, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change); (d) this Agreement shall constitute Amendment (i) has been duly executed and delivered by the Borrower and each Guarantor and (ii) is the legal, valid and binding obligations obligation of the LenderBorrower and each Guarantor, which is enforceable against the Lender Borrower and each Guarantor in accordance with its terms upon its execution. 3.2 The Borrower hereby represents terms, and warrants thatis in full force and effect, from except to the execution date of this Agreement until the date this Agreement terminates, extent that (aA) the Borrower’s Company is a enforceability thereof may be limited liability company registered and validly existing under by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the laws enforcement of PRC; creditors’ rights or general principles of equity or (b) Borrower has full right to execute and perform this Agreement; (cB) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations availability of the Borrower, remedies of specific performance or injunctive relief are subject to the discretion of the court before which is enforceable against the Borrower in accordance with its terms upon its execution;any proceeding therefor may be brought; and (e) the Borrower has paid contribution in full for its equity in Loan Parties, taken as whole, after giving effect to this Amendment, the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms incurrence of the Equity Pledge Contract; (g) there obligations under the 2017 Notes Indenture and the 2017 Notes and the consummation of the transactions contemplated hereby and thereby, are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsSolvent.

Representation and Warranties. 3.1 The Lender hereby represents Owners represent and warrants undertake: a) that they have executed a newbuilding contract for the construction of the Newbuild Vessel, to the Borrower that, from the execution date requirements of this Agreement until Charterparty, in a Brazilian shipyard for delivery to meet the date this Agreement terminates,planned Newbuild Vessel Delivery Date set out in Article 4.2.3. (a) Lender is a company registered and validly existing under the laws of PRC; (b) subject to its business scope, articles of association and other organizational documents, that the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution Interim Vessel and the performance Newbuild Vessel shall be, at the commencement and throughout their respective periods of this Agreement shall not be against any enforceable and effective laws and regulationsHire, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in all respects in a seaworthy condition appropriate for their intended use in accordance with its terms upon its execution. 3.2 The Borrower hereby represents Article 2, and warrants thathaving all certificates (including, from the execution date of this Agreement until the date this Agreement terminates, (aif applicable, temporary importation documentation) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not as may be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with required by applicable laws and regulations and has acquired capital contribution verification report issued by that all such certificates shall be maintained valid throughout the qualified accounting firmCharter; (c) that no other person or corporation has any right, title or interest in or to the Vessel or any of its machinery or equipment or any lien, mortgage or encumbrance thereon, except as may have been specifically notified to Enterprise in writing prior to the execution of this Charterparty. No further lien, mortgage or encumbrance shall be placed upon the Vessel during the term of this Charterparty without the prior written consent of Enterprise, such consent not to be unreasonably withheld; d) that the Master, officers and crew shall be fully fit and suitably skilled, qualified and trained to good industry standards for the positions held by them, experienced in offshore operations and practices and the Vessel manned so as to ensure compliance with the appropriate government mxxxxxx regulations and the reasonable requirements of Enterprise; e) that the employment duties described in Article 2 will be performed to the highest professional standards, in a safe manner, in accordance with accepted practices in the Brazilian petroleum industry and with due regard to the protection of the environment; f) to afford to Enterprise and/or its representative access at all times to the Borrower neither create pledge or Vessel. Enterprise shall have the right at any time to search, examine and/or inspect the Vessel (including access to conduct technical, safety, quality and other audits) and Owners shall afford to Enterprise, and to any person authorised by Enterprise, every assistance and facility in the exercise of such right. Neither such search, examination and/or inspection nor lack thereof shall relieve Owners from their obligations under this Charterparty. Owners shall promptly carry out any remedial action required pursuant to said search, examination and/or inspection at no cost to Enterprise; g) that throughout the Charter, Owners shall comply, and shall procure that their sub-contractors, their personnel and their sub-contractors personnel shall comply, fully and at all times with all Site Rules and with all applicable decrees, laws, regulations, rules, orders and ordinances of any governmental and other authorities having jurisdiction. Owners shall ensure that they and their sub-contractors and their respective personnel are aware of all such Site Rules. h) that they shall provide, and shall procure that their sub-contractors provide, all information required by Enterprise to enable it to provide information to comply with its obligations under the Concessions and any regulations of the Brazilian port authority and/or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer statutory Brazilian governmental authority. i) that they will provide a Letter of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms Quiet Enjoyment from each of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving mortgagees of the Borrower; and (h) Newbuild Vessel in the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out form included as Attachment 2 - Letter of Quiet Enjoyment within 30 days from the business subject to its business license and to possess its assetsEffective Date.

Representation and Warranties. 3.1 The Lender To induce the Administrative Agent to enter into this Amendment and to induce the Lenders to consent thereto, the Borrower hereby represents and warrants to the Borrower Agents and all of the Lenders as of the Amendment Effective Date that, from the execution date of this Agreement until the date this Agreement terminates,: (a) Lender Each Amendment Party has the corporate power and authority, and the legal right, to make and deliver the Amendment Documents to which it is a company registered party and validly existing under to perform the laws Loan Documents to which it is a party, as amended by the Amendment Documents, and has taken all necessary corporate action to authorize the execution, delivery and performance of PRC;such Amendment Documents and the performance of such Loan Documents, as so amended. (b) subject to its business scopeNo consent or authorization of, articles approval by, notice to, filing with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution and delivery of association and other organizational documentsthe Amendment Documents or with the performance, validity or enforceability of the Lender has full rightLoan Documents, power and all necessary and appropriate approval and authorization to execute and perform this Agreement;as amended by the Amendment Documents. (c) the execution Each Amendment Document has been duly executed and the performance delivered on behalf of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; andeach Amendment Party. (d) this Agreement shall constitute Each Amendment Document and each Loan Document, as amended by the Amendment Documents, constitutes a legal, valid and binding obligations obligation of the Lender, which is each Amendment Party enforceable against the Lender such Amendment Party in accordance with its terms upon its executionterms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 3.2 (e) The Borrower hereby represents execution, delivery and warrants that, from performance of the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution Amendment Documents and the performance of this Agreement shall the Loan Documents, as amended by the Amendment Documents, will not be against violate any enforceable Requirement of Law or Contractual Obligation of any Amendment Party or of any of its Subsidiaries and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed withwill not result in, or commitments made torequire, the creation or imposition of any third party; (d) this Agreement shall constitute the legal and valid obligations Lien on any of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm;or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation. (f) The representations and warranties made by the Borrower neither create pledge or any other security, nor make third party any offer to transfer Amendment Parties in the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms Loan Documents are true and correct in all material respects on and as of the Equity Pledge Contract; (g) there are no disputes Amendment Effective Date, before and legal or other proceedings pending or threatened before any courtafter giving effect to the effectiveness of this Amendment, tribunal or other regulatory authority as if made on and involving as of the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsAmendment Effective Date.

Representation and Warranties. 3.1 The Lender hereby Borrower and each of the U.S. Guarantors represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Borrower Agent and Lenders that, from the execution date of this Agreement until the date this Agreement terminates,: (a) Lender is a company registered It has the corporate power and validly existing under authority to execute, deliver and perform the laws terms and provisions of PRCthis Amendment and the transactions contemplated hereby and has taken or caused to be taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (b) subject No consent of any person (including, without limitation, shareholders or creditors of the Borrower or any U.S. Guarantor), and no action of, or filing with any governmental or public body or authority is required to its business scopeauthorize, articles or is otherwise required in connection with the execution, delivery and performance of association this Amendment and the other organizational documents, the Lender instruments and documents contemplated hereby which has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreementnot been obtained; (c) the execution and the performance Each of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents Amendment and any contracts other instruments and documents contemplated hereby has been duly executed withand delivered by a duly authorized officer on behalf of such party, or commitments made to, any third party; and (d) this Agreement shall constitute the and constitutes a legal, valid and binding obligations obligation of the Lender, which is such party enforceable against the Lender such party in accordance with its terms upon its execution. 3.2 The Borrower hereby represents terms, subject to bankruptcy, reorganization, insolvency, moratorium and warrants that, from other similar laws affecting the execution date enforcement of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution creditors' rights generally and the performance exercise of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third partyjudicial discretion in accordance with general principles of equity; (d) The execution, delivery and performance of this Agreement shall Amendment, and the other instruments and documents contemplated hereby will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute the legal and valid obligations a default under any contractual obligation of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its executionsuch party; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm;After giving effect to this Amendment, there does not exist any Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default; and (f) After giving effect to this Amendment, the Borrower neither create pledge or any representations and warranties contained in the Credit Agreement and in the other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms Loan Documents are true and correct in all material respects on and as of the Equity Pledge Contract; Effective Date as if such representations and warranties had been made on and as of the Effective Date (g) there are no disputes except to the extent such representations and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority warranties expressly relate to an earlier date in which case such representations and involving the Borrower; and (h) the Borrower’s Company has completed warranties shall be true and correct in all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsmaterial aspects as of such earlier date).

Representation and Warranties. 3.1 The Lender Borrower and each Guarantor hereby represents and warrants to the Borrower Agent and the Lenders, as of the Third Amendment Effective Date, that, from the execution date of this Agreement until the date this Agreement terminates, (a) Lender the representations and warranties set forth in the other Loan Documents, in the case of the Third Amendment Effective Date, after giving effect to this Amendment, the ABL Amendment, the Solus Amendment, the 2017 Notes Indenture, the ABL Intercreditor Amendment and the ABL-Notes Intercreditor Agreement are true and correct in all material respects (it being understood that any representation and warranty that is qualified as to “materiality”, “Material Adverse Change” or similar language shall be true and correct in all respects after giving effect to any such qualification therein) with the same effect as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms is made as of a company registered specified date shall be required to be true and validly existing under the laws correct in all material respects only as of PRCsuch specified date); (b) subject no Default or Event of Default exists and is continuing on the Third Amendment Effective Date, after giving effect to its business scope, articles of association and other organizational documentsthis Amendment, the Lender has full righttransactions contemplated hereby, power the ABL Amendment, the Solus Amendment and all necessary and appropriate approval and authorization to execute and perform this Agreementthe ABL-Notes Intercreditor Agreement on such date; (c) (i) it has the execution requisite corporate or limited liability company power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended hereby) to which it is a party, (ii) the execution, delivery and performance by the Borrower and Guarantors of this Amendment has been duly approved by all necessary corporate or limited liability company action and does not (A) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries (other than those Material Contracts referenced in (C) below) except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (C) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under the Existing ABL Credit Agreement, any Intercreditor Agreement, or the 2017 Notes Indenture, in each case after giving effect to this Amendment, the ABL Amendment, the Solus Amendment, the 2017 Notes Indenture, the ABL Interecreditor Amendment and the performance ABL-Notes Intercreditor Agreement on such date, (D) result in or require the creation or imposition of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notificationLien of any nature whatsoever upon any assets of any Loan Party, other government documents than Permitted Collateral Liens or Permitted Liens, after giving effect to this Amendment, the ABL Amendment, the Solus Amendment, the 2017 Notes Indenture and any contracts executed withthe ABL-Notes Intercreditor Agreement on such date, or commitments made to(E) require any approval of any Loan Party’s interestholders or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts (other than any third party; andof the agreements described in subclause (C) above, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change); (d) this Agreement shall constitute Amendment (i) has been duly executed and delivered by the Borrower and each Guarantor and (ii) is the legal, valid and binding obligations obligation of the LenderBorrower and each Guarantor, which is enforceable against the Lender Borrower and each Guarantor in accordance with its terms upon its execution. 3.2 The Borrower hereby represents terms, and warrants thatis in full force and effect, from except to the execution date of this Agreement until the date this Agreement terminates, extent that (aA) the Borrower’s Company is a enforceability thereof may be limited liability company registered and validly existing under by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the laws enforcement of PRC; creditors’ rights or general principles of equity or (b) Borrower has full right to execute and perform this Agreement; (cB) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations availability of the Borrower, remedies of specific performance or injunctive relief are subject to the discretion of the court before which is enforceable against the Borrower in accordance with its terms upon its execution;any proceeding therefor may be brought; and (e) the Borrower has paid contribution in full for its equity in Loan Parties, taken as whole, after giving effect to this Amendment, the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms incurrence of the Equity Pledge Contract; (g) there obligations under the 2017 Notes Indenture and the 2017 Notes and the consummation of the transactions contemplated hereby and thereby, are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsSolvent.

Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Lender is a company registered and validly existing under the laws of PRCU. S. A.; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against conflict with any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC, the Borrow is the legal shareholder of the Borrower’s Company; (b) subject to the articles of association and other organizational documents of the Borrower’s Company, the Borrower has full right right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against conflict with any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired a capital contribution verification report issued by the qualified accounting firm; (f) the Borrower shall neither create pledge or any other security, nor make any offer to a third party any offer to transfer the Borrower’s equity, nor make acceptance for the accept an offer of any third party to purchase Borrower’s equity, nor execute an agreement with any third party to transfer Borrower’s equity, except under the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assets.

Representation and Warranties. 3.1 The Lender hereby Each of the Offerors represents and warrants to the Borrower that, from the execution date Underwriters that as of this Agreement until the date this Agreement terminates,hereof and on the Closing Date (as hereinafter defined): (a) Lender is The Registration Statement conforms, and the Prospectus and any further amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, conform, in all material respects with the requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the documents incorporated by reference, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the applicable rules and regulations under said acts; the Trust Agreement, the Guarantee Agreement, and the Indenture conform with the requirements of the Trust Indenture Act, and the applicable rules and regulations thereunder; the Registration Statement did not, and any amendment thereto will not, in each case as of the applicable effective date, contain any untrue statement of a company registered material fact or omit to state a material fact necessary in order to make the statements made, not misleading; and validly existing the Prospectus and any amendment or supplement thereto will not, as of the applicable filing date and at the Closing Date (as hereinafter defined), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in the light of the circumstances under which they were made, not misleading; provided, however, that the laws representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Trust or the Corporation by or on behalf of PRC;any Underwriter in writing expressly for use in the Registration Statement or Prospectus. (b) subject The documents incorporated by reference in the Prospectus pursuant to its business scopethe section therein entitled "Incorporation of Certain Documents by Reference," at the time they were filed with the Commission, articles complied in all material respects with the requirements of association and other organizational documentsthe Securities Act, the Lender has full rightSecurities Act Regulations, power and all did not contain any untrue statement of a material fact or omit to state a material fact necessary and appropriate approval and authorization in order to execute and perform this Agreement;make the statements made, in the light of the circumstances under which they were made, not misleading. (c) Neither the execution and Corporation nor the performance of this Agreement shall not be against any enforceable and effective laws and regulationsTrust is an open-end investment company, governmental approval, authorization and notification, other government documents and any contracts executed withunit investment trust or face-amount certificate company that is, or commitments made tois required to be, any third party; andregistered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), nor is either a closed-end investment company required to be registered but not registered thereunder. (d) this Agreement shall constitute Each report filed by the legalCorporation with the Securities and Exchange Commission (the "SEC") under the Exchange Act, valid and binding obligations the rules and regulations promulgated thereunder, and incorporated by reference in the Registration Statement, complied when filed with the SEC as to form in all material respects with the requirements of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC; (b) Borrower has full right to execute and perform this Agreement; (c) the execution Exchange Act and the performance of this Agreement shall not be against any enforceable applicable rules and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution;regulations thereunder. (e) The Trust and the Borrower has paid contribution in full Corporation meet the requirements for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by use of Form S-3 under the qualified accounting firm;Securities Act. (f) The Commission has not issued an order preventing or suspending the Borrower neither create pledge or any other securityuse of the Prospectus, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance instituted proceedings for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetsthat purpose.

Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates, (a) Lender is a company registered and validly existing under the laws of PRC; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 Section 3.1. The Borrower hereby represents and warrants thatas of the Amendment No. 4 Effective Date that this Amendment has been, from or when executed and delivered will be, duly executed and delivered by the Borrower. Neither the execution date and delivery of this Agreement until Amendment, nor the date this Agreement terminates, consummation of the transactions herein contemplated, nor performance of and compliance with the terms and provisions herein, by the Borrower will (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws violate in any material respect any Requirement of PRC; Law (except those as to which waivers or consents have been obtained), (b) Borrower has full right conflict with, result in a breach of or constitute a default under (i) the articles of incorporation, bylaws, articles of organization, operating agreement or other organization documents of the Credit Parties or (ii) any Material Contract to execute and perform which such Person is a party or by which any of its properties may be bound or any material approval or material consent from any Governmental Authority relating to such Person (except those as to which waivers or consents have been obtained) which conflict, breach or default in any such case in this Agreement; clause (ii) could reasonably be expected to have a Material Adverse Effect, or (c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed withresult in, or commitments made torequire, the creation or imposition of any third party; (d) this Agreement shall constitute Lien on any Credit Party’s properties or revenues pursuant to any Requirement of Law, the legal articles of incorporation, bylaws, articles of organization, operating agreement or other organization documents of such Credit Party or Contractual Obligation other than the Liens arising under or contemplated in connection with the Credit Documents or Permitted Liens. Section 3.2. The representations and valid obligations warranties contained in Article III of the BorrowerAmended Credit Agreement (A) with respect to representations and warranties that contain a materiality qualification, are true and correct and (B) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects, in each case as of the Amendment No. 4 Effective Date as if made on and as of such date except for any representation or warranty made as of an earlier date, which is enforceable against representation and warranty shall remain true and correct (subject to the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity applicable materiality threshold in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; preceding clauses (fA) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer (B)) as of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assetssuch earlier date.

Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Lender is a company registered and validly existing under the laws of PRCU. S. A.; (b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against conflict with any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and (d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution. 3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC, the Borrow is the legal shareholder of the Borrower’s Company; (b) subject to the articles of association and other organizational documents of the Borrower’s Company, the Borrower has full right right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement; (c) the execution and the performance of this Agreement shall not be against conflict with any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; (d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution; (e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm; (f) the Borrower shall neither create pledge or any other security, nor make any offer to a third party any offer to transfer the Borrower’s equity, nor make acceptance for the accept an offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except under the terms of the Equity Pledge Contract; (g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and (h) the Borrower’s Company has completed all governmental approval, authorization, license, register, filing and otherwise necessary to carry out the business subject to its business license and to possess its assets.