Common use of Representations and Warranties of the Pledgor Clause in Contracts

Representations and Warranties of the Pledgor. To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, the Pledgor hereby represents and warrants to the Collateral Agent and each other Secured Party that: 4.1.1 The shares of Pledged Stock pledged by the Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of the Borrower owned by the Pledgor. 4.1.2 [Reserved]. 4.1.3 The Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock pledged by it hereunder, free of any and all Liens securing Indebtedness owing to any other Person, except the security interest created by this Agreement and Liens arising by operation of law or Permitted Liens. 4.1.4 Upon delivery to the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, of the certificates evidencing the Pledged Stock held by the Pledgor together with executed undated stock powers or other instruments of transfer, the security interest created in the Pledged Stock constituting certificated securities by this Agreement, assuming the continuing possession of the Pledged Stock by the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the applicable Collateral Representative) security interest in the Pledged Stock to the extent provided in and governed by the Code, in each case subject to no Liens other than Permitted Liens (and any applicable Intercreditor Agreement), enforceable in accordance with its terms against all creditors of the Pledgor and any Persons purporting to purchase the Pledged Stock from the Pledgor, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting 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.

Representations and Warranties of the Pledgor. To induce In favor of the Collateral AgentPledgee, the Administrative Agent Pledgor makes the following representations and warranties to the Lenders Pledgee, each of which shall be true, accurate and sufficient: (1) the Pledgor undertakes that it has the capacity to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunderthis Agreement. Unless otherwise provided for in this Agreement, the Pledgor hereby represents has obtained authorization or approval necessary for the execution and warrants to the Collateral Agent and each other Secured Party that: 4.1.1 The shares performance of Pledged Stock pledged by the Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of the Borrower owned by the Pledgor. 4.1.2 [Reserved]. 4.1.3 The Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock pledged by it hereunder, free of any and all Liens securing Indebtedness owing to any other Person, except the security interest created by this Agreement and Liens arising by operation of law or Permitted Liens. 4.1.4 Upon delivery to the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, of the certificates evidencing the Pledged Stock held by the Pledgor together with executed undated stock powers or other instruments of transfer, the security interest created in the Pledged Stock constituting certificated securities by this Agreement, assuming including but not limited to written documents of other shareholders of the continuing possession Target Company consenting to the pledge of the Pledged Stock Equity; (2) the Pledgor undertakes that all certificates, documents, materials and information provided to the Pledgee for the execution and performance of this Agreement are true, accurate and sufficient without concealment or cheat; (3) the Pledgor’s execution, delivery and performance of this Agreement do not violate provisions of any law applicable to the Pledgor or any valid agreement by which it or its property is bound; (4) the Collateral Agent or Pledgor has lawful and good title to and the applicable Collateral Representativeright to dispose of the Pledged Equity, as applicablewell as other right and interests therein and no mortgage, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the applicable Collateral Representative) security interest in pledge or other encumbrance is created on the Pledged Stock to the extent provided in and governed by the Code, in Equity; (5) each case subject to no Liens other than Permitted Liens (and any applicable Intercreditor Agreement), enforceable in accordance with its terms against all creditors of the Pledgor and any Persons purporting to purchase other shareholders of the Target Company shall have made full capital contribution under the Pledged Stock from Equity without any circumstance that may affect the Pledgorvalue of the Pledged Equity such as withdrawal or false contribution of capital; (6) the Pledged Equity is not subject to property preservation or enforcement measures such as seizure, except as enforceability may be affected by bankruptcyfreezing or attachment, insolvencynor is it the subject of any lawsuit, fraudulent conveyancearbitration or administrative proceedings , reorganizationand none of any of the foregoing circumstances will occur after the execution of this Agreement; (7) during the term of the pledge, moratorium the Pledgor shall actively enforce a rights issue and other similar shall not give up shares given, converted or issued. The Pledgor undertakes that it shall pay consideration for the rights issue and cooperate with the Pledgee in completing the pledge formalities of new shares; (8) notwithstanding the pledge hereunder, the Pledgor and the target company shall remain liable for complying with and performing all obligations under the articles of association and/or relevant laws relating and approvals of Governmental Authorities with respect to or affecting 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 dealingthe Pledged Equity.

Representations and Warranties of the Pledgor. To induce 7.1 The Pledgor legally owns the Collateral Agentrights under the pledged collateral, which has no dispute on ownership, and has been approved by the decision-making department of the Pledgor to provide guarantee with such rights. 7.2 Except for the pledge set up herein and that disclosed to the Pledgee by the Pledgor prior to execution of this agreement, the Administrative Agent pledged collateral hereunder doesn’t set up any other guarantees; the pledged collateral must be undisputed, and the Lenders Pledgor needs to enter into provide the Credit Agreement Pledgee with the original of the document which proves the Pledgor enjoys the claim or right to earnings. 7.3 The Pledgor has completed the internal authorization procedures necessary to execute this agreement, which are legitimate and to induce the Lenders to make their respective extensions effective. 7.4 The right of credit charge hereunder will not expire prior to the Borrower thereundermaturity date of the lease term as provided in the Master Contract, and the accounts receivable, if pledged, shall not be transferred without the consent of the Pledgee. 7.5 All the documents and materials provided by the Pledgor to the Pledgee are real, accurate and complete; 7.6 The Pledgor warrants that it has established an effective management organization and improved related management system for the purpose of managing charge of the pledged collateral, and that the work in relation to fund remittance and transfer has been completed. 7.7 During the period of pledge as provided herein, where the pledge needs change registration or pledge registration needs to be rehandled, the Pledgor hereby represents and warrants to shall cooperate with the Collateral Agent and each other Secured Party that: 4.1.1 The shares of Pledged Stock pledged by the Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of the Borrower owned by the Pledgor. 4.1.2 [Reserved]. 4.1.3 The Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock pledged by it hereunder, free of any and all Liens securing Indebtedness owing to any other Person, except the security interest created by this Agreement and Liens arising by operation of law or Permitted Liens. 4.1.4 Upon delivery to the Collateral Agent or the applicable Collateral Representative, as applicable, Pledgee in accordance with any applicable Intercreditor Agreementrelated provisions. 7.8 During the period of pledge as provided herein, without prior written consent of the certificates evidencing the Pledged Stock held by Pledgee, the Pledgor together with executed undated stock powers shall not set up any other guarantee or other instruments of transferencumbrance on the pledged collateral separately. 7.9 When the Pledgee and the Pledgor change the Master Contract by reaching an agreement, the security interest created in Pledgor undertakes to continue to perform the Pledged Stock constituting certificated securities by this Agreement, assuming liability to guarantee unconditionally with the continuing possession of the Pledged Stock by the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the applicable Collateral Representative) security interest in the Pledged Stock pledged collateral herein to the extent provided in and governed by of its obligations under the CodeMaster Contract after change. When the Pledgee transfers the claim under the Master Contract to the third party, in each case the Pledgor undertakes to continue to perform the liability to pledge guarantee subject to no Liens other than Permitted Liens (and any applicable Intercreditor Agreement), enforceable in accordance with its terms against all creditors the provisions of the Pledgor and any Persons purporting to purchase the Pledged Stock from the Pledgor, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting 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 dealingthis agreement.

Representations and Warranties of the Pledgor. To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunderWhen signing this Agreement, the Pledgor hereby represents makes the following representations and warrants warranties to the Collateral Agent Pledgee and each other Secured Party thatconfirms that the Pledgee signs and performs this Agreement on the basis of these representations and warranties: 4.1.1 5.1 The shares Pledgor has completed the obligation of Pledged Stock total capital contribution relating to the pledged equity interest pursuant to the law, holds the pledged equity interest hereof legally and is entitled to provide pledge guarantee with the equity interest for the Pledgee. 5.2 When the Pledgee exercise its rights or realizes pledge pursuant to this Agreement at any time during the equity interest pledge period, the Pledgee shall not be legally claimed or legally interfered by any other party. 5.3 The Pledgee is entitled to exercise, dispose or transfer pledge according to the methods prescribed by laws and regulations and stipulated in this Agreement. The Pledgor shall coordinate the Pledgee unconditionally to exercise, dispose or transfer pledge. 5.4 For signing this Agreement and performing its obligations hereof, the Pledgor has obtained all necessary authorizations from the Company and does not violate any statutory and regulatory provisions. The authorized signatory hereunder constitute all has obtained legitimate and effective authorizations. 5.5 There is no other encumbrance or a third party’s security interest (including but not limited to pledge) of any form existing in the issued and outstanding shares of all classes of the Capital Stock of the Borrower owned pledged equity interest held by the Pledgor. 4.1.2 [Reserved]5.6 There is no civil, administrative or criminal litigation, administrative punishment arbitration or any other legal procedures concerning the equity interest which is now in progress or will occur. And there is no any potential civil,administrative or criminal litigation,arbitration or any other legal procedures concerning Pledgor and/or the pledged equity ixxxxxxx.Xx case any legal litigation,arbitration or other request may occur and cause adverse effect to the interests or the pledged equity interest of Pledgor or Pledgee hereof, the Pledgor shall,in writing in a quick and timely manner,guarantee to notify the Pledgee and take all necessary measures to ensure the pledged right and interest of the pledged equity interest to the Pledgee. 4.1.3 The Pledgor 5.7 There is no accrued tax and expense payable concerning the record pledged equity interest and beneficial owner of, no uncompleted legal procedures and has good title to, formalities which should be completed. 5.8 All the Pledged Stock pledged by it hereunder, free clauses of any and all Liens securing Indebtedness owing to any other Person, except the security interest created by this Agreement and Liens arising by operation of law or Permitted Liens. 4.1.4 Upon delivery to are the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, representation of the certificates evidencing the Pledged Stock held by the Pledgor together with executed undated stock powers or other instruments of transfer, the security interest created in the Pledged Stock constituting certificated securities by this Agreement, assuming the continuing possession of the Pledged Stock by the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the applicable Collateral Representative) security interest in the Pledged Stock to the extent provided in Pledgor’s true meaning and governed by the Code, in each case subject to no Liens other than Permitted Liens (and any applicable Intercreditor Agreement), enforceable in accordance with its terms against all creditors of the Pledgor and any Persons purporting to purchase the Pledged Stock from shall be binding upon the Pledgor, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting 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.

Representations and Warranties of the Pledgor. To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, the The Pledgor hereby represents and warrants to the Collateral Agent and each other Secured Party Pledgee that: 4.1.1 The shares of Pledged Stock pledged 7.1 he is a PRC citizen with full legal capacity, and has legitimate rights and authority to execute this Agreement and assume the legal obligations in accordance with this Agreement; 7.2 all reports, documents and information relating to the Pledgor and all the matters required under this Agreement that are provided by the Pledgor hereunder constitute to the Pledgee prior to the effectiveness of this Agreement are true and correct in all material respects as of the effectiveness of this Agreement; 7.3 all reports, documents and information relating to the Pledgor and all the issued matters required under this Agreement that are provided by the Pledgor to the Pledgee after the effectiveness of this Agreement are true and outstanding shares valid in all material respects at the time of all classes provision; 7.4 as of the Capital Stock effectiveness of this Agreement, the Pledgor is the sole legal owners of the Borrower owned by Pledged Equity. There are no existing disputes relating to the Pledgor. 4.1.2 [Reserved]. 4.1.3 ownership of the Pledged Equity. The Pledgor is the record and beneficial owner of, and has good title to, entitled to dispose of the Pledged Stock pledged by it hereunder, free of Equity or any part thereof; 7.5 there is no other security interest or any third party’s interest and all Liens securing Indebtedness owing to any other Person, restrictions on the Pledged Equity except the security interest created hereunder and the rights created under the Transaction Agreements; 7.6 the Pledged Equity may be legally pledged and transferred, and the Pledgor has full rights and powers to pledge the Pledged Equity to the Pledgee in accordance with the provisions of this Agreement; 7.7 this Agreement, upon due execution by the Pledgor, constitutes the lawful, valid and binding obligations of the Pledgor after this Agreement takes effect. 7.8 all approvals, consents, waivers or authorizations from any third party, or all approvals, licenses, waivers from any government authority, or all registrations or filings with any government authority (if required according to law) required in connection with the execution and performance of this Agreement and Liens arising by operation the Equity Pledge hereunder, have been obtained or processed and will remain in full force throughout the term of law or Permitted Liens. 4.1.4 Upon delivery to the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor this Agreement, other than the equity pledge registration to be handled with the AIC; 7.9 the execution and performance of the certificates evidencing the Pledged Stock held this Agreement by the Pledgor together does not violate or conflict with executed undated stock powers all laws applicable to it, or other instruments any agreement, court judgment, award of transfer, arbitral authority or decision of any administrative authority to which it is a party or by which its assets is bound; 7.10 the pledge under this Agreement constitutes the first priority security interest created in over the Pledged Stock constituting certificated securities by this Agreement, assuming Equity; 7.11 all taxes and expenses payable for the continuing possession acquisition of the Pledged Stock Equity have been paid by the Collateral Agent Pledgor in full; 7.12 there are no pending, or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority knowledge of the Liens of the applicable Collateral Representative) security interest in the Pledged Stock to the extent provided in and governed by the Code, in each case subject to no Liens other than Permitted Liens (and any applicable Intercreditor Agreement), enforceable in accordance with its terms against all creditors of the Pledgor and any Persons purporting to purchase the Pledged Stock from the Pledgor, except as enforceability may threatened lawsuits, proceedings or demands against the Pledgor, its property or the Pledged Equity in any court or arbitral tribunal, nor such before any government or administrative authority, that would have a material or adverse effect on the Pledgor’s economic conditions or the ability to perform its obligations and guarantee liabilities under this Agreement; and 7.13 the Pledgor hereby undertakes to the Pledgee that the above representations and warranties will be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium true and other similar laws relating to accurate and fully complied with under any circumstances and at any time before the Contractual Obligations are performed in full or affecting creditors’ rights generally, general equitable principles (whether considered the Secured Indebtedness are discharged in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingfull.

Representations and Warranties of the Pledgor. To induce the Collateral Agent5.1 The Pledgor is a PRC citizen with full capacity for civil act, the Administrative Agent with full and the Lenders independent legal status, and are legally competent to enter into the Credit Agreement sign, deliver and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, the perform this Agreement. The Pledgor hereby represents and warrants to the Collateral Agent and each other Secured Party that: 4.1.1 The shares of Pledged Stock pledged by the Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of the Borrower owned by the Pledgorcan sxx or be sued in a litigation. 4.1.2 [Reserved]. 4.1.3 5.2 The Pledgor is the record and beneficial lawful owner of, and has good title toof the Equity Interests. 5.3 The Pledgor can sign this Agreement without the consent of any third party. 5.4 When exercising its Right of Pledge under this Agreement, the Pledged Stock pledged Pledgee shall not be interfered by it hereunderany other party. 5.5 Except for the Right of Pledge, free there are no other liens, pledges, mortgages, claims or other guarantee rights, or restrictions imposed by or belonging to any third party, in the Equity Interests. 5.6 Without the prior written consent of the Pledgee, the Pledgor shall not transfer the Equity Interests, nor shall he establish or permit to be established any liens, pledges, mortgages, claims or other guarantee rights, or restrictions in favor of any third party, that may affect the rights and interests of the Pledgee. 5.7 The Pledgor shall observe and comply with any and all Liens securing Indebtedness owing provisions of laws and regulations concerning the pledge. Within five (5) days after receiving any notice or decree issued or provided by relevant authorities, the Pledgors shall present such notice or decree to the Pledgee, and issue opinion on the aforesaid matters upon the reasonable request of the Pledgee. 5.8 The Pledgor shall promptly notify the Pledgee of any event or circumstance that may affect the Equity Interests pledged, change any of the Pledgors’ warranties and obligations, or affect the performance of the Pledgors’ obligations hereunder. 5.9 The Pledgor hereby agree that the Right of Pledge to be exercised by the Pledgee shall not be disrupted or impaired by the Pledgor, the Pledgor’s successors, or trustees, or any other Person, except the security interest created by this Agreement and Liens arising by operation of law or Permitted Liensperson. 4.1.4 Upon delivery 5.10 The Pledgor has full power to sign, deliver and perform this Agreement. This Agreement shall be signed and delivered by the Collateral Agent or Pledgor legally and properly. This Agreement shall be binding upon the applicable Collateral Representative, as applicable, Pledgor and may be enforced against the Pledgor in accordance with any applicable Intercreditor Agreementthe terms and conditions hereunder. 5.11 The Pledgor shall complete the procedures for registration and filing with the relevant government departments, including but not limited to the State Administration of Industry and Commerce in China. 5.12 In the interests of the certificates evidencing the Pledged Stock held by the Pledgor together with executed undated stock powers or other instruments of transferPledgee, the security interest created in the Pledged Stock constituting certificated securities by this Agreement, assuming the continuing possession Pledgors shall observe and perform all of the Pledged Stock by the Collateral Agent or the applicable Collateral Representativeaforesaid warranties, as applicableundertakings, in accordance with agreements, representations and conditions. Should any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the applicable Collateral Representative) security interest in the Pledged Stock to the extent provided in and governed by the Code, in each case subject to no Liens other than Permitted Liens (and any applicable Intercreditor Agreement), enforceable in accordance with its terms against all creditors of the Pledgor not perform or fully perform such warranties, undertakings, agreements, representations and conditions, it shall be liable for damages to the Pledgee for any Persons purporting to purchase loss suffered by the Pledged Stock from the Pledgor, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting 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 dealingPledgee arising therefrom.

Representations and Warranties of the Pledgor. To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, the Pledgor hereby represents and warrants to the Collateral Agent and each other Secured Party that: 4.1.1 The shares of Pledged Stock pledged by the Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of the Borrower owned by the Pledgor. 4.1.2 [Reserved]. 4.1.3 6.1 The Pledgor is the record and beneficial legal owner ofof the pledged Equity, and has good title tofull right to sign this Contract and perform its obligations hereunder. The execution, delivery and performance hereof and any related agreements will not breach the following items due to limitation and/or any act or event or any other reason: 6.1.1 Any incorporation documents of the Target Company; 6.1.2 Any laws to be observed by the Pledgor and the Target Company; 6.1.3 Any provisions and obligations in any contract, agreement, memorandum and other written or oral documents signed and effective by the Pledgor and the Target Company. 6.2 Unless otherwise specified herein, to the extent permitted by the laws of China, once the Pledgee exercises its rights in accordance with this Contract, it shall not be subject to any interference from any other Party. 6.3 Unless otherwise specified herein, to the extent permitted by the laws of China, the Pledged Stock Pledgee is entitled to dispose of or transfer the Pledgee Rights in the manner specified herein, and the Pledgor shall cooperate unconditionally. 6.4 Except for the Pledgee, the Pledgor has not set any other Pledgee Rights or encumbrance on the Equity; the ownership of the pledged by it hereunder, Equity is free of from any dispute and all Liens securing Indebtedness owing is not subject to any other Person, except the security interest created by this Agreement legal procedures. It may be pledged and Liens arising by operation of law or Permitted Liens. 4.1.4 Upon delivery to the Collateral Agent or the applicable Collateral Representative, as applicable, transferred in accordance with any applicable Intercreditor Agreementlaws. 6.5 During the term hereof, the Pledgor promises to the Pledgee that it will strictly perform the following obligations, and as a shareholder of the certificates evidencing Target Company, the Pledged Stock held Pledgor will urge the Target Company to perform relevant obligations: 6.5.1 Except for transferring the Equity of the Target Company to the Pledgee or the person designated by the Pledgee in accordance with the Exclusive Option Contract, without the prior written consent of the Pledgee, the Pledgor shall not directly or indirectly transfer the Equity of the target company in any way, nor shall it establish or allow the existence of any pledge or other forms of guarantee that may affect the rights and interests of the pledgee 6.5.2 If the Pledgee agrees to transfer the Equity of the Target Company to the person designated by the Pledgee, it shall also transfer all its rights and obligations hereunder to such transferee, and make its best efforts to urge and require such transferee to unconditionally inherit and perform such rights and obligations. 6.5.3 The Pledgor shall abide by and implement all laws and regulations on pledge of rights. Upon receipt of the notice, instruction or recommendation issued by relevant competent authority with respect to the Pledgee Rights, the Pledgor shall, within five days, present such notice, instruction or recommendation to the Pledgee and at the same time comply with the implementation of such notice, instruction or recommendation, or raise objections with respect to such matters as reasonably requested by the Pledgee or with the consent of the Pledgee; 6.5.4 Without prior written consent of the Pledgee, the Pledgor shall not conduct, and will cause the Target Company not conduct any behavior that may derogate, harm or otherwise damage the value of the pledged Equity or any rights of the Pledgee hereunder, or any behavior that has a material impact on the assets, business, and/or operations of the Target Company. Under no circumstances shall the Pledgee be liable for the reduction of the value of the pledged Equity. Neither the Pledgor nor the Target Company shall have any right of recourse or claim against the pledgee in any form. 6.5.5 The Pledgor shall inform the Pledgee of any events that come to its knowledge and may affect the Equity or other rights of the Pledgor, change any warranty or commitment of the Pledgor hereunder, and affect the performance of the obligations of the Pledgor hereunder 6.5.6 The Pledgor further undertakes that upon the signing hereof, if the Pledgee agrees in writing that the Pledgor increases the capital or Equity of the Target Company in advance, the increased capital or Equity will automatically become part of the pledged Equity hereunder. The Pledgor and the Target Company are obliged to make necessary modifications to the register of shareholders of the target company and Equity contribution amount immediately after the completion of relevant capital increase, and fulfill the pledge procedure specified in Article 4.1. 6.5.7 Subject to the provisions of relevant the laws of China and regulations, the pledge of Equity hereunder is a continuous guarantee and shall remain fully valid during the term hereof. Even if the Pledgor or the Target Company is insolvent, liquidated, incapacitated or changes the nature of the enterprise, or any capital offset or other event occurs between the Parties, the pledge of Equity hereunder shall not be affected. 6.5.8 For the purpose of performance hereof, the Pledgee shall be entitled to dispose of the pledged Equity in the manner agreed herein. When the Pledgee exercises its rights in accordance with the terms hereof, it shall not be interrupted or obstructed by the Pledgor together or the Target Company, or its successors, trustees or any other person. 6.5.9 The Pledgor agrees that during the term of validity hereunder, if necessary, the Pledgee may require the Pledgor to sign any other agreement or supplementary agreement with executed undated stock powers the pledgee or its appointed agent. The Pledgor undertakes to immediately sign, specify and supplement the relevant content, conditions and terms in compliance with the instructions of the Pledgee. 6.5.10 The Parties agree that during the term of validity hereunder, in case of tax, accounting or other instruments of transferreasons, the security Pledgee may require the Pledgor to supplement and modify any conditions and terms hereof as directed by the Pledgee, and the Pledgor shall immediately comply with such instructions. 6.6 The Pledgor warrants to the Pledgee that, for the benefit of the Pledgee, the Pledgor will abide by and perform all the warranties, commitments, representations and obligations hereunder and the Service Agreement. If the Pledgor fails to perform or fully perform its warranties, commitments, representations and obligations, the Pledgor shall indemnify the Pledgee for all losses thus incurred. 6.7 The Pledgor warrants to the Pledgee that it will sign and urge other Parties who have an interest created in the Pledged Stock constituting certificated securities Pledgee Rights to sign all the certificates, documents or agreements of rights required by this Agreement, assuming the continuing possession Pledgee in order to protect or improve the guarantee of Secured Debts herein. The Pledgor shall take and urge other interested Parties to take the action required by the Pledgee and facilitate the exercise of the Pledged Stock by rights granted to the Collateral Agent or Pledgee hereunder. 6.8 The Pledgor and the applicable Collateral RepresentativeTarget Company are fully aware of the content hereof, as applicable, and their signing and performance hereof is voluntary and out of the true intention of the Parties. The Pledgor and the Target Company have taken all necessary measures in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority reasonable requirements of the Liens Pledgee. They have obtained all internal authorizations required for signing and performing hereof, and signed all necessary documents to ensure that the pledge of Equity hereunder is legal and effective; 6.9 As of the applicable Collateral Representative) security interest in date hereof, there are no outstanding taxes and fees on the Pledged Stock to the extent provided in and governed by the Code, in each case subject to no Liens other than Permitted Liens (and any applicable Intercreditor Agreement), enforceable in accordance with its terms against all creditors of the Pledgor and any Persons purporting to purchase the Pledged Stock from the Pledgor, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting 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 dealingEquity.

Representations and Warranties of the Pledgor. To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, the The Pledgor hereby represents and warrants warrant to the Collateral Agent and each other Secured Party thatPledgee: 4.1.1 7.1 The shares Pledgor is duly incorporated and validly existing as a company in good standing under the Chinese Law with independent legal personality; has complete and independent legal status and legal capacity to sign, deliver and execute this Agreement and can become an independent subject of Pledged Stock pledged litigation. 7.2 All the documents, files and information provided by the Pledgor hereunder constitute to the Pledgee before the Effective Date of this Agreement with respect to the Pledgor and as required by this Agreement are true and valid. 7.3 All the documents, files and information provided by the Pledgor to the Pledgee after the Effective Date of this Agreement with respect to the Pledgor and as required by this Agreement are true and valid. 7.4 The Pledgor is the sole and lawful owner of the pledged equity when this Agreement is signed, and there is no dispute over the pledged equity. The Pledgor is entitled to dispose of the pledged equity and any of its components. 7.5 There is no other security interests, other third party interests or any other restrictions than the security interests made according to this Agreement on the pledged equity 7.6 The pledged equity is transferable and can be pledged, and the Pledgor has the sufficient right to pledge the equity to the Pledgee according to the provisions of this Agreement. 7.7 When this Agreement is duly signed by the Pledgor, the Pledgor is lawful bound by this Agreement. 7.8 Except for the pledge registration required by the Industrial and Commercial Administrative Department, all the issued and outstanding shares of all classes consents from third party, permission, waiver, authorization, government approval, exemption or any registration or formalities required by governmental agencies has already been obtained or completed, which will be effective throughout the entire term of the Capital Stock Agreement. 7.9 Compliance by Pledgor with all of the Borrower owned provisions of this Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreements, judgments, awards, decisions or instruments to which the Pledgor is a party. 7.10 The pledge under this Agreement constitutes the security to the interests of the pledged equity. 7.11 All the taxes and fees resulting from the equity pledge shall be borne by the Pledgor. 4.1.2 [Reserved]. 4.1.3 The Pledgor is the record and beneficial owner of7.12 There are no judicial, and has good title toarbitral or administrative actions, the Pledged Stock pledged by it hereunder, free of any and all Liens securing Indebtedness owing to any other Person, except the security interest created by this Agreement and Liens arising by operation of law proceedings or Permitted Liens. 4.1.4 Upon delivery to the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, of the certificates evidencing the Pledged Stock held by the Pledgor together with executed undated stock powers or other instruments of transfer, the security interest created in the Pledged Stock constituting certificated securities by this Agreement, assuming the continuing possession of the Pledged Stock by the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority onlyinvestigations pending or, to the priority of the Liens of the applicable Collateral Representative) security interest in the Pledged Stock to the extent provided in and governed by the Code, in each case subject to no Liens other than Permitted Liens (and any applicable Intercreditor Agreement), enforceable in accordance with its terms against all creditors best knowledge of the Pledgor and any Persons purporting after due inquiry, threatened, with regard to purchase the Pledged Stock from the Pledgor, except as enforceability may its property or the pledged equity that will negatively affect the financial status of the Pledgor or its ability to perform all of its obligations under this Agreement 7.13 The Pledgor hereby promises to the Pledgee that all the representations and warranties made above are true and valid and will be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting 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 dealingobserved completely until all the obligations under this Agreement have been paid off.

Representations and Warranties of the Pledgor. To induce the Collateral Agent, the Administrative Agent and the Lenders Lender to enter into the Credit this Pledge Agreement and the Loan Agreement, Pledgor makes the following representations and warranties to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, the Pledgor hereby represents and warrants to the Collateral Agent and each other Secured Party thatLender: 4.1.1 5.1 Pledgor is a corporation duly organized and validly existing under the laws of the State of Indiana. 5.2 The shares execution and delivery of Pledged Stock pledged this Pledge Agreement and the performance by the Pledgor of its obligations hereunder constitute are within Pledgor’s corporate powers and have been duly authorized by all necessary corporate action. 5.3 Pledgor owns beneficially and of record all of the issued and outstanding shares of all classes capital stock of the Capital Stock of the Borrower owned by the Pledgor. 4.1.2 [Reserved]. 4.1.3 The Pledgor is the record and beneficial owner of, Subsidiary Bank and has good and marketable title to, to all of the Pledged Stock. 5.4 Pledgor holds the Pledged Stock pledged by it hereunderfree and clear of all liens, free charges, encumbrances, security interests, options, voting trusts and restrictions of any every kind and all Liens securing Indebtedness owing to any other Person, nature whatsoever except only the liens and security interest interests created by this Pledge Agreement and Liens arising by operation or otherwise in favor of law or Permitted LiensLender. 4.1.4 Upon delivery to the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, of the certificates evidencing the Pledged Stock held by the Pledgor together with executed undated stock powers or other instruments of transfer, the 5.5 Each security interest created in the Pledged Stock constituting certificated securities by this Agreement, assuming the continuing possession which is a part of the Pledged Stock has been duly authorized and validly issued and is fully paid and nonassessable. 5.6 This Pledge Agreement has been duly executed and delivered by Pledgor and constitutes the Collateral Agent or the applicable Collateral Representativelegal, as applicable, valid and binding obligation of Pledgor enforceable against it in accordance with its terms. 5.7 No consent or approval of any governmental body, regulatory authority or securities exchange or other Person or entity is required to be obtained by Pledgor in connection with the execution, delivery and performance of this Pledge Agreement other than those that have been obtained already. 5.8 The execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable Intercreditor Agreementlaw or regulation or of any writ or decree of any court or governmental instrumentality or of any indenture, contract, agreement or other undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets and will constitute a validnot result in the creation or imposition of any lien, perfected first priority (subject, charge or encumbrance on or security interest in terms of priority only, to the priority any of the Liens assets of Pledgor except as contemplated by this Pledge Agreement or otherwise in favor of Lender. 5.9 The pledge, collateral assignment and delivery of the applicable Collateral Representative) Pledged Stock pursuant to this Pledge Agreement creates a valid first lien and first and senior security interest in the Pledged Stock to the extent provided in Stock, which lien and governed by the Code, in each case subject to no Liens other than Permitted Liens (and any applicable Intercreditor Agreement), enforceable in accordance with its terms against all creditors of the Pledgor and any Persons purporting to purchase the Pledged Stock from the Pledgor, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting 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 dealingsecurity interest are perfected.