Common use of Representations and Warranties of Pledgor and Party C Clause in Contracts

Representations and Warranties of Pledgor and Party C. Pledgor represents and warrants to Pledgee that: 5.1 Pledgor is the sole legal and beneficial owner of the Equity, and except for being subject to the agreement otherwise entered into by and between Pledgor and Pledgee, it has legal, complete and full ownership to and in the Equity. 5.2 Pledgee shall be entitled to dispose the Equity in accordance with this Agreement. 5.3 Except for the Pledge and the agreement otherwise entered into by and between Pledgor and Pledgee, Pledgor has not created any security interest or other encumbrance over the Equity, and the Equity has no dispute over its ownership, is not subject to any detention or other legal proceeding or has similar threat, and may be pledged and transferred pursuant to applicable laws. 5.4 The execution of this Agreement and exercise of its rights hereunder or performance of its obligations hereunder by Pledgor will not violate any law, regulation, any agreement or contract to which Pledgor is a party, or any undertaking made by Pledgor to any third party. 5.5 All documents, materials, statements and certificates etc., if any, provided to Pledgee by Pledgor are accurate, authentic, complete and valid. Party C represents and warrants to Pledgee that: 5.6 It is a limited liability company duly registered and lawfully existing under the PRC Laws with independent legal personality, and has full and independent legal status and capacity to execute, deliver and perform this Agreement. 5.7 This Agreement, upon duly execution by it, constitutes its legal, valid and binding obligations. 5.8 It has full internal right and authorization to execute and deliver this Agreement and all other documents related to the transactions contemplated hereby as well as full right and authorization to consummate the transactions contemplated hereby. 5.9 With respect to its assets, there is no security interest or other encumbrance which may materially affect the right and interest of Pledgee in and to the Equity, including but not limited to transfer of any intellectual property right or asset with a value of over CNY100,000 of Party C, or any title or use encumbrance over such assets. 5.10 There is no pending or to the knowledge of Party C threatened litigation, arbitration or other legal proceeding against the Equity, Party C or its assets in any court or arbitral tribunal which has not been disclosed to Party A and Party B, and there is no pending or to the knowledge of Party C threatened administrative proceeding or administrative punishment against the Equity, Party C or its assets in any governmental authority or administrative authority which has not been disclosed to Party A and Party B, which in each case will have material or adverse effect on Party C’s economic status or the capacity of Pledgor to perform the obligations and security liability. 5.11 Party C hereby agrees to be jointly and severally liable to Pledgee for the representations and warranties made hereunder by all Pledgors or any one of them. 5.12 Party C hereby warrants to Pledgee that the said representations and warranties will be true and correct and fully complied with at any time and in any case before the obligations hereunder are fully performed or the Secured Debt is fully discharged.

Representations and Warranties of Pledgor and Party C. Pledgor represents and warrants to Pledgee that: 5.1 Pledgor is the sole legal and beneficial owner of the Equity, and except for being subject to the agreement otherwise entered into by and between Pledgor and Pledgee, it has legal, complete and full ownership to and in the Equity. 5.2 Pledgee shall be entitled to dispose the Equity in accordance with this Agreement. 5.3 Except for the Pledge and the agreement otherwise entered into by and between Pledgor and Pledgee, Pledgor has not created any security interest or other encumbrance over the Equity, and the Equity has no dispute over its ownership, is not subject to any detention or other legal proceeding or has similar threat, and may be pledged and transferred pursuant to applicable laws. 5.4 The execution of this Agreement and exercise of its rights hereunder or performance of its obligations hereunder by Pledgor will not violate any law, regulation, any agreement or contract to which Pledgor is a party, or any undertaking made by Pledgor to any third party. 5.5 All documents, materials, statements and certificates etc., if any, . provided to Pledgee by Pledgor are accurate, authentic, complete and valid. Party C represents and warrants to Pledgee that: 5.6 It is a limited liability company duly registered and lawfully existing under the PRC Laws with independent legal personality, and has full and independent legal status and capacity to execute, deliver and perform this Agreement. 5.7 This Agreement, upon duly execution by it, constitutes its legal, valid and binding obligations. 5.8 It has full internal right and authorization to execute and deliver this Agreement and all other documents related to the transactions contemplated hereby as well as full right and authorization to consummate the transactions contemplated hereby. 5.9 With respect to its assets, there is no security interest or other encumbrance which may materially affect the right and interest of Pledgee in and to the Equity, including but not limited to transfer of any intellectual property right or asset with a value of over CNY100,000 of Party C, or any title or use encumbrance over such assets. 5.10 There is no pending or to the knowledge of Party C threatened litigation, arbitration or other legal proceeding against the Equity, Party C or its assets in any court or arbitral tribunal which has not been disclosed to Party A and Party B, and there is no pending or to the knowledge of Party C threatened administrative proceeding or administrative punishment against the Equity, Party C or its assets in any governmental authority or administrative authority which has not been disclosed to Party A and Party B, which in each case will have material or adverse effect on Party C’s economic status or the capacity of Pledgor to perform the obligations and security liability. 5.11 Party C hereby agrees to be jointly and severally liable to Pledgee for the representations and warranties made hereunder by all Pledgors or any one of them. 5.12 Party C hereby warrants to Pledgee that the said representations and warranties will be true and correct and fully complied with at any time and in any case before the obligations hereunder are fully performed or the Secured Debt is fully discharged.

Representations and Warranties of Pledgor and Party C. Pledgor represents and warrants to Pledgee that: 5.1 6.1 Pledgor is the sole legal and beneficial owner of the Equity, and except for being subject to the agreement otherwise entered into by and between Pledgor and Pledgee, it has legal, complete and full ownership to and in the Equity. 5.2 6.2 Pledgee shall be entitled to dispose the Equity in accordance with this Agreement. 5.3 6.3 Except for the Pledge and the agreement otherwise entered into by and between Pledgor and Pledgee, Pledgor has not created any security interest or other encumbrance over the Equity, and the Equity has no dispute over its ownership, is not subject to any detention or other legal proceeding or has similar threat, and may be pledged and transferred pursuant to applicable laws. 5.4 6.4 The execution of this Agreement and exercise of its rights hereunder or performance of its obligations hereunder by Pledgor will not violate any law, regulation, any agreement or contract to which Pledgor is a party, or any undertaking made by Pledgor to any third party. 5.5 6.5 All documents, materials, statements and certificates etc., if any, . provided to Pledgee by Pledgor are accurate, authentic, complete and valid. Party C represents and warrants to Pledgee that: 5.6 6.6 It is a limited liability company duly registered and lawfully existing under the PRC Laws with independent legal personality, and has full and independent legal status and capacity to execute, deliver and perform this Agreement. 5.7 6.7 This Agreement, upon duly execution by it, constitutes its legal, valid and binding obligations. 5.8 6.8 It has full internal right and authorization to execute and deliver this Agreement and all other documents related to the transactions contemplated hereby as well as full right and authorization to consummate the transactions contemplated hereby. 5.9 6.9 With respect to its assets, there is no security interest or other encumbrance which may materially affect the right and interest of Pledgee in and to the Equity, including but not limited to transfer of any intellectual property right or asset with a value of over CNY100,000 of Party C, or any title or use encumbrance over such assets. 5.10 6.10 There is no pending or to the knowledge of Party C threatened litigation, arbitration or other legal proceeding against the Equity, Party C or its assets in any court or arbitral tribunal which has not been disclosed to Party A and Party B, and there is no pending or to the knowledge of Party C threatened administrative proceeding or administrative punishment against the Equity, Party C or its assets in any governmental authority or administrative authority which has not been disclosed to Party A and Party B, which in each case will have material or adverse effect on Party C’s economic status or the capacity of Pledgor to perform the obligations and security liability. 5.11 6.11 Party C hereby agrees to be jointly and severally liable to Pledgee for the representations and warranties made hereunder by all Pledgors or any one of them. 5.12 6.12 Party C hereby warrants to Pledgee that the said representations and warranties will be true and correct and fully complied with at any time and in any case before the obligations hereunder are fully performed or the Secured Debt is fully discharged.

Representations and Warranties of Pledgor and Party C. The Pledgor represents Represent and warrants Warrant to the Pledgee that: 5.1 Pledgor is the sole legal and beneficial owner owners of the Equity, and except Equity Interest. Except for being subject to the agreement otherwise other agreements entered into by and between the Pledgor and the Pledgee, it has legal, the Pledgor enjoys legal and complete and full ownership to and in of the EquityEquity Interest. 5.2 Pledgee shall be entitled have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3 Except for the Pledge and the agreement otherwise entered into by and between Pledgor and PledgeePledge, Pledgor has not created placed any security interest or other encumbrance on the Equity Interest. There are no controversies over the Equity, and ownership of the Equity has no dispute over its ownership, Interest. The Equity Interest is not seized or subject to any detention or other legal proceeding proceedings or has similar threatthreats, and may be pledged is good for transfer and transferred pursuant pledging according to applicable laws. 5.4 The Pledgor's execution of this Agreement and exercise of its rights hereunder under this Agreement (or performance fulfillment of its obligations hereunder by Pledgor under this Agreement) will not violate breach any lawlaws, regulationregulations, any agreement and agreements or contract contracts to which the Pledgor is a party, or any undertaking promise the Pledgor has made by Pledgor to any third partyparties. 5.5 All documents, materials, statements and certificates etc., if any, provided by the Pledgor ​ to the Pledgee by Pledgor are accurate, authentictrue, complete and valid. . 5.6 Party C represents and warrants to Pledgee that: 5.6 It is a limited liability company duly registered and lawfully existing under the PRC Laws with laws of China and legally exists. Party C has the qualification of an independent legal personalityperson, and has full enjoys complete and independent legal status and the legal capacity to executesign, deliver and perform fulfill this Agreement. 5.7 This AgreementUpon due execution of Party C, upon duly execution by it, constitutes its this Agreement constitute legal, valid effective and binding obligations.obligation on Party C. 5.8 It Party C has full the complete internal right and authorization to execute sign and deliver this Agreement and all other documents related relating to the transactions contemplated hereby as well as full under this Agreement. Party C has the complete right and authorization to consummate complete the transactions contemplated herebyunder this Agreement. 5.9 With respect to its assetsRegarding the assets owned by Party C, there is no security interest are not any guarantee interests or any other encumbrance which on property rights that are substantial and may materially affect impact the Pledgee's right and interest of Pledgee interests in and to the Equity, Equity Interest (including but not limited to without limitation transfer of any intellectual property right or asset with a value of over CNY100,000 of Party C's intellectual properties or any assets with an a value equaling or over RMB 100,000, or any title encumbrance on the ownership or right to use encumbrance over of such assets). 5.10 There is In any court or arbitration tribunal there are no pending or to the knowledge of (or, as far as Party C threatened ​ ​ knows, threatening) litigation, arbitration or other legal proceeding proceedings against the EquityEquity Interest, Party C or its assets assets, and in any court governmental agencies or arbitral tribunal which has not been disclosed to Party A and Party B, and departments there is are no pending (or, as far as Party knows, threatening) administrative proceedings or to the knowledge of Party C threatened administrative proceeding or administrative punishment penalties against the EquityEquity Interest, Party C or its assets in any governmental authority or administrative authority which has not been disclosed to Party A and Party Bassets, which in each case will have material or adverse effect on may substantially and adversely impact Party C’s 's economic status condition or the capacity of Pledgor Pledgor's ability to perform the fulfill their obligations and security liabilityguarantee liabilities under this Agreement. 5.11 Party C hereby agrees to be that it is jointly and severally liable to the Pledgee for the all representations and warranties made hereunder by any and all Pledgors or any one of themthe Pledgor under this Agreement. 5.12 Party C hereby warrants to the Pledgee that the said representations and warranties will be true and correct and fully complied with that, at any time and in under any case before circumstances prior to complete fulfillment of the obligations hereunder are fully performed under this Agreement or the Secured Debt is secured debts being fully dischargedrepaid, the aforementioned representations and warranties are true and accurate and will be fully complied with.

Representations and Warranties of Pledgor and Party C. The Pledgor represents Represent and warrants Warrant to the Pledgee that: 5.1 Pledgor is the sole legal and beneficial owner owners of the Equity, and except Equity Interest. Except for being subject to the agreement otherwise other agreements entered into by and between the Pledgor and the Pledgee, it has legal, the Pledgor enjoys legal and complete and full ownership to and in of the EquityEquity Interest. 5.2 Pledgee shall be entitled have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3 Except for the Pledge and the agreement otherwise entered into by and between Pledgor and PledgeePledge, Pledgor has not created placed any security interest or other encumbrance on the Equity Interest. There are no controversies over the Equity, and ownership of the Equity has no dispute over its ownership, Interest. The Equity Interest is not seized or subject to any detention or other legal proceeding proceedings or has similar threatthreats, and may be pledged is good for transfer and transferred pursuant pledging according to applicable laws. 5.4 The Pledgor's execution of this Agreement and exercise of its rights hereunder under this Agreement (or performance fulfillment of its obligations hereunder by Pledgor under this Agreement) will not violate breach any lawlaws, regulationregulations, any agreement and agreements or contract contracts to which the Pledgor is a party, or any undertaking promise the Pledgor has made by Pledgor to any third partyparties. 5.5 All documents, materials, statements and certificates etc., if any, provided by the Pledgor to the Pledgee by Pledgor are accurate, authentictrue, complete and valid. . 5.6 Party C represents and warrants to Pledgee that: 5.6 It is a limited liability company duly registered and lawfully existing under the PRC Laws with laws of China and legally exists. Party C has the qualification of an independent legal personalityperson, and has full enjoys complete and independent legal status and the legal capacity to executesign, deliver and perform fulfill this Agreement. 5.7 This AgreementUpon due execution of Party C, upon duly execution by it, constitutes its this Agreement constitute legal, valid effective and binding obligations.obligation on Party C. 5.8 It Party C has full the complete internal right and authorization to execute sign and deliver this Agreement and all other documents related relating to the transactions contemplated hereby as well as full under this Agreement. Party C has the complete right and authorization to consummate complete the transactions contemplated herebyunder this Agreement. 5.9 With respect to its assetsRegarding the assets owned by Party C, there is no security interest are not any guarantee interests or any other encumbrance which on property rights that are substantial and may materially affect impact the Pledgee's right and interest of Pledgee interests in and to the Equity, Equity Interest (including but not limited to without limitation transfer of any intellectual property right or asset with a value of over CNY100,000 of Party C's intellectual properties or any assets with an a value equaling or over RMB 100,000, or any title encumbrance on the ownership or right to use encumbrance over of such assets). 5.10 There is In any court or arbitration tribunal there are no pending or to the knowledge of (or, as far as Party C threatened knows, threatening) litigation, arbitration or other legal proceeding proceedings against the EquityEquity Interest, Party C or its assets assets, and in any court governmental agencies or arbitral tribunal which has not been disclosed to Party A and Party B, and departments there is are no pending (or, as far as Party knows, threatening) administrative proceedings or to the knowledge of Party C threatened administrative proceeding or administrative punishment penalties against the EquityEquity Interest, Party C or its assets in any governmental authority or administrative authority which has not been disclosed to Party A and Party Bassets, which in each case will have material or adverse effect on may substantially and adversely impact Party C’s 's economic status condition or the capacity of Pledgor Pledgor's ability to perform the fulfill their obligations and security liability. 5.11 Party C hereby agrees to be jointly and severally liable to Pledgee for the representations and warranties made hereunder by all Pledgors or any one of them. 5.12 Party C hereby warrants to Pledgee that the said representations and warranties will be true and correct and fully complied with at any time and in any case before the obligations hereunder are fully performed or the Secured Debt is fully discharged.guarantee liabilities under this Agreement. ​

Representations and Warranties of Pledgor and Party C. The Pledgor represents Represent and warrants Warrant to the Pledgee that: 5.1 Pledgor is the sole legal and beneficial owner owners of the Equity, and except Equity Interest. Except for being subject to the agreement otherwise other agreements entered into by and between the Pledgor and the Pledgee, it has legal, the Pledgor enjoys legal and complete and full ownership to and in of the EquityEquity Interest. 5.2 Pledgee shall be entitled have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3 Except for the Pledge and the agreement otherwise entered into by and between Pledgor and PledgeePledge, Pledgor has not created placed any security interest or other encumbrance on the Equity Interest. There are no controversies over the Equity, and ownership of the Equity has no dispute over its ownership, Interest. The Equity Interest is not seized or subject to any detention or other legal proceeding proceedings or has similar threatthreats, and may be pledged is good for transfer and transferred pursuant pledging according to applicable laws. 5.4 The Pledgor’s execution of this Agreement and exercise of its rights hereunder under this Agreement (or performance fulfillment of its obligations hereunder by Pledgor under this Agreement) will not violate breach any lawlaws, regulationregulations, any agreement and agreements or contract contracts to which the Pledgor is a party, or any undertaking promise the Pledgor has made by Pledgor to any third partyparties. 5.5 All documents, materials, statements and certificates etc., if any, provided by the Pledgor to the Pledgee by Pledgor are accurate, authentictrue, complete and valid. ​ ​ 5.6 Party C represents and warrants to Pledgee that: 5.6 It is a limited liability company duly registered and lawfully existing under the PRC Laws with laws of China and legally exists. Party C has the qualification of an independent legal personalityperson, and has full enjoys complete and independent legal status and the legal capacity to executesign, deliver and perform fulfill this Agreement. 5.7 This AgreementUpon due execution of Party C, upon duly execution by it, constitutes its this Agreement constitute legal, valid effective and binding obligations.obligation on Party C. 5.8 It Party C has full the complete internal right and authorization to execute sign and deliver this Agreement and all other documents related relating to the transactions contemplated hereby as well as full under this Agreement. Party C has the complete right and authorization to consummate complete the transactions contemplated herebyunder this Agreement. 5.9 With respect to its assetsRegarding the assets owned by Party C, there is no security interest are not any guarantee interests or any other encumbrance which on property rights that are substantial and may materially affect impact the Pledgee’s right and interest of Pledgee interests in and to the Equity, Equity Interest (including but not limited to without limitation transfer of any intellectual property right or asset with a value of over CNY100,000 of Party C’s intellectual properties or any assets with an a value equaling or over RMB 100,000, or any title encumbrance on the ownership or right to use encumbrance over of such assets). 5.10 There is In any court or arbitration tribunal there are no pending or to the knowledge of (or, as far as Party C threatened knows, threatening) litigation, arbitration or other legal proceeding proceedings against the EquityEquity Interest, Party C or its assets assets, and in any court governmental agencies or arbitral tribunal which has not been disclosed to Party A and Party B, and departments there is are no pending (or, as far as Party knows, threatening) administrative proceedings or to the knowledge of Party C threatened administrative proceeding or administrative punishment penalties against the EquityEquity Interest, Party C or its assets in any governmental authority or administrative authority which has not been disclosed to Party A and Party Bassets, which in each case will have material or adverse effect on may substantially and adversely impact Party C’s economic status ​ ​ condition or the capacity of Pledgor Pledgor’s ability to perform the fulfill their obligations and security liabilityguarantee liabilities under this Agreement. 5.11 Party C hereby agrees to be that it is jointly and severally liable to the Pledgee for the all representations and warranties made hereunder by any and all Pledgors or any one of themthe Pledgor under this Agreement. 5.12 Party C hereby warrants to the Pledgee that the said representations and warranties will be true and correct and fully complied with that, at any time and in under any case before circumstances prior to complete fulfillment of the obligations hereunder are fully performed under this Agreement or the Secured Debt is secured debts being fully dischargedrepaid, the aforementioned representations and warranties are true and accurate and will be fully complied with.

Representations and Warranties of Pledgor and Party C. The Pledgor represents Represent and warrants Warrant to the Pledgee that: 5.1 Pledgor is the sole legal and beneficial owner owners of the Equity, and except Equity Interest. Except for being subject to the agreement otherwise other agreements entered into by and between the Pledgor and the Pledgee, it has legal, the Pledgor enjoys legal and complete and full ownership to and in of the EquityEquity Interest. 5.2 Pledgee shall be entitled have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3 Except for the Pledge and the agreement otherwise entered into by and between Pledgor and PledgeePledge, Pledgor has not created placed any security interest or other encumbrance on the Equity Interest. There are no controversies over the Equity, and ownership of the Equity has no dispute over its ownership, Interest. The Equity Interest is not seized or subject to any detention or other legal proceeding proceedings or has similar threatthreats, and may be pledged is good for transfer and transferred pursuant pledging according to applicable laws. 5.4 The Pledgor’s execution of this Agreement and exercise of its rights hereunder under this Agreement (or performance fulfillment of its obligations hereunder by Pledgor under this Agreement) will not violate breach any lawlaws, regulationregulations, any agreement and agreements or contract contracts to which the Pledgor is a party, or any undertaking promise the Pledgor has made by Pledgor to any third partyparties. 5.5 All documents, materials, statements and certificates etc., if any, provided by the Pledgor to the Pledgee by Pledgor are accurate, authentictrue, complete and valid. . 5.6 Party C represents and warrants to Pledgee that: 5.6 It is a limited liability company duly registered and lawfully existing under the PRC Laws with laws of China and legally exists. Party C has the qualification of an independent legal personalityperson, and has full enjoys complete and independent legal status and the legal capacity to executesign, deliver and perform fulfill this Agreement. 5.7 This AgreementUpon due execution of Party C, upon duly execution by it, constitutes its this Agreement constitute legal, valid effective and binding obligations.obligation on Party C. 5.8 It Party C has full the complete internal right and authorization to execute sign and deliver this Agreement and all other documents related relating to the transactions contemplated hereby as well as full under this Agreement. Party C has the complete right and authorization to consummate complete the transactions contemplated herebyunder this Agreement. 5.9 With respect to its assetsRegarding the assets owned by Party C, there is no security interest are not any guarantee interests or any other encumbrance which on property rights that are substantial and may materially affect impact the Pledgee’s right and interest of Pledgee interests in and to the Equity, Equity Interest (including but not limited to without limitation transfer of any of Party C’s intellectual property right properties or asset any assets with a value of equaling or over CNY100,000 of Party CRMB 100,000, or any title encumbrance on the ownership or right to use encumbrance over of such assets). 5.10 There is In any court or arbitration tribunal there are no pending or to the knowledge of (or, as far as Party C threatened knows, threatening) litigation, arbitration or other legal proceeding proceedings against the EquityEquity Interest, Party C or its assets assets, and in any court governmental agencies or arbitral tribunal which has not been disclosed to Party A and Party B, and departments there is are no pending (or, as far as Party knows, threatening) administrative proceedings or to the knowledge of Party C threatened administrative proceeding or administrative punishment penalties against the EquityEquity Interest, Party C or its assets in any governmental authority or administrative authority which has not been disclosed to Party A and Party Bassets, which in each case will have material or adverse effect on may substantially and adversely impact Party C’s economic status condition or the capacity of Pledgor Pledgor’s ability to perform the fulfill their obligations and security liabilityguarantee liabilities under this Agreement. 5.11 Party C hereby agrees to be that it is jointly and severally liable to the Pledgee for the all representations and warranties made hereunder by any and all Pledgors or any one of themthe Pledgor under this Agreement. 5.12 Party C hereby warrants to the Pledgee that the said representations and warranties will be true and correct and fully complied with that, at any time and in under any case before circumstances prior to complete fulfillment of the obligations hereunder are fully performed under this Agreement or the Secured Debt is secured debts being fully dischargedrepaid, the aforementioned representations and warranties are true and accurate and will be fully complied with.

Representations and Warranties of Pledgor and Party C. The Pledgor represents Represent and warrants Warrant to the Pledgee that:: ​ 5.1 Pledgor is the sole legal and beneficial owner owners of the Equity, and except Equity Interest. Except for being subject to the agreement otherwise other agreements entered into by and between the Pledgor and the Pledgee, it has legal, the Pledgor enjoys legal and complete and full ownership to and in of the EquityEquity Interest. 5.2 Pledgee shall be entitled have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3 Except for the Pledge and the agreement otherwise entered into by and between Pledgor and PledgeePledge, Pledgor has not created placed any security interest or other encumbrance on the Equity Interest. There are no controversies over the Equity, and ownership of the Equity has no dispute over its ownership, Interest. The Equity Interest is not seized or subject to any detention or other legal proceeding proceedings or has similar threatthreats, and may be pledged is good for transfer and transferred pursuant pledging according to applicable laws. 5.4 The Pledgor’s execution of this Agreement and exercise of its rights hereunder under this Agreement (or performance fulfillment of its obligations hereunder by Pledgor under this Agreement) will not violate breach any lawlaws, regulationregulations, any agreement and agreements or contract contracts to which the Pledgor is a party, or any undertaking promise the Pledgor has made by Pledgor to any third partyparties. 5.5 All documents, materials, statements and certificates etc., if any, provided by the Pledgor to the Pledgee by Pledgor are accurate, authentictrue, complete and valid. . 5.6 Party C represents and warrants to Pledgee that: 5.6 It is a limited liability company duly registered and lawfully existing under the PRC Laws with laws of China and legally exists. Party C has the qualification of an independent legal personalityperson, and has full enjoys complete and independent legal status and the legal capacity to executesign, deliver and perform fulfill this Agreement. 5.7 This AgreementUpon due execution of Party C, upon duly execution by it, constitutes its this Agreement constitute legal, valid effective and binding obligations.obligation on Party C. 5.8 It Party C has full the complete internal right and authorization to execute sign and deliver this Agreement and all other documents related relating to the transactions contemplated hereby as well as full under this Agreement. Party C has the complete right and authorization to consummate complete the transactions contemplated herebyunder this Agreement. 5.9 With respect to its assetsRegarding the assets owned by Party C, there is no security interest are not any guarantee interests or any other encumbrance which on property rights that are substantial and may materially affect impact the Pledgee’s right and interest of Pledgee interests in and to the Equity, Equity Interest (including but not limited to without limitation transfer of any intellectual property right or asset with a value of over CNY100,000 of Party C’s intellectual properties or any assets with an a value equaling or over RMB 100,000, or any title encumbrance on the ownership or right to use encumbrance over of such assets). 5.10 There is no pending Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained; 5.11 They shall always operate all of Party C’s businesses during the knowledge ordinary course of business to maintain the asset value of Party C threatened and refrain from any action/omission that may affect Party C’s operating status and asset value; 5.12 In any court or arbitration tribunal, there are no pending (or, as far as Party knows, threatening) litigation, arbitration or other legal proceeding proceedings against the EquityEquity Interest, Party C or its assets assets, and in any court governmental agencies or arbitral tribunal which has not been disclosed to Party A and Party Bdepartments, and there is are no pending (or, as far as Party knows, threatening) administrative proceedings or to the knowledge of Party C threatened administrative proceeding or administrative punishment penalties against the EquityEquity Interest, Party C or its assets in any governmental authority or administrative authority which has not been disclosed to Party A and Party Bassets, which in each case will have material or adverse effect on may substantially and adversely impact Party C’s economic status condition or the capacity of Pledgor Pledgor’s ability to perform the fulfill their obligations and security liabilityguarantee liabilities under this Agreement. 5.11 5.13 Party C hereby agrees to be that it is jointly and severally liable to the Pledgee for the all representations and warranties made hereunder by any and all Pledgors or any one of them.the Pledgor under this Agreement. ​ 5.12 5.14 Party C hereby warrants to the Pledgee that the said representations and warranties will be true and correct and fully complied with that, at any time and in under any case before circumstances prior to complete fulfillment of the obligations hereunder are fully performed under this Agreement or the Secured Debt is secured debts being fully dischargedrepaid, the aforementioned representations and warranties are true and accurate and will be fully complied with.