Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Lender as of the date hereof, and covenants with the Lender, as follows: (a) The Pledgor has good and marketable title to all of the Collateral, free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreement, all equity securities included in the Pledged Securities have been duly authorized and validly issued, and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On the date hereof, the Pledgor will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunder. (d) When the Pledgor delivers all certificates representing Pledged Securities in the form of Certificated Securities to the Lender and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lender. (e) The Security Interest on all Collateral owned by the Pledgor (i) has been validly created, (ii) will attach to each item of such Collateral on the date of this Agreement (or, if the Pledgor first obtains rights thereto on a later date, on such later date) or, with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligations. (f) The Pledgor shall, within 10 business days following execution of this Agreement (or such later date as agreed to by the Lender, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interest. (g) The Pledgor will promptly give to the Lender copies of any notices and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereof. (i) The Pledgor authorizes the Lender to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral and other information set forth therein as the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto. (j) The Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide to the Lender all information and evidence concerning the Collateral that the Lender may reasonably request from time to time to enable it to enforce the provisions of this Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents hereby covenants, warrants and warrants to represents, for the Lender benefit of the Secured Party, as follows (the following representations and warranties shall be made as of the date hereof, of this Agreement and covenants with the Lenderas of each date when Pledged Shares are delivered to Escrow Agent hereunder, as follows:applicable): (a) The Pledgor has good and marketable title to all of the Collateral, Pledged Shares are free and clear of any Security Interestliens, claims, charges or encumbrances of any nature whatsoever, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription as created by this Agreement, all equity securities included in the . (b) The Pledged Securities Shares have been duly authorized and are validly issued, and are fully paid and non-assessable. The Pledgor has not performed , and are subject to no options to purchase, or any acts that might prevent similar rights or to any restrictions on transferability. (c) Each certificate or document of title constituting the Lender from enforcing any Pledged Shares is genuine in all respects and represents what it purports to be. (d) By virtue of the provisions execution and delivery of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After upon delivery to Escrow Agent of the date of Pledged Shares in accordance with this Agreement, no Collateral Secured Party will be have a valid security interest in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfectedCollateral, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theorylien, may be asserted against the Lender. Before claim, charge, pledge, security interest or encumbrance of any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On the date hereof, the Pledgor will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunder. (d) When the Pledgor delivers all certificates representing Pledged Securities in the form of Certificated Securities to the Lender and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lendernature whatsoever. (e) The Security Interest on all Collateral owned by the Pledgor (i) has been validly createdcovenants, (ii) will attach to each item of such Collateral on the date of that for so long as this Agreement (oris in effect, if Pledgor will defend the Pledgor first obtains rights thereto on a later dateCollateral and the priority of Secured Party’s security interests therein, on such later date) orat its sole cost and expense, with respect to against the claims and demands of all persons at anytime claiming the same or any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligationsinterest therein. (f) The At its option, Secured Party may pay, for Pledgor’s account, any taxes (including documentary stamp taxes), liens, security interests, or other encumbrances at any time levied or placed on the Collateral. Pledgor shallagrees to reimburse Secured Party on demand for any payment made or expense incurred by Secured Party pursuant to the foregoing authorization. Any such amount, within 10 business days following execution if not promptly paid upon demand therefor, shall accrue interest at the highest non-usurious rate permitted by applicable law from the date of this Agreement (or such later date as agreed to by the Lenderoutlay, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register of charges, as required by the BVI Actuntil paid, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interestshall constitute an Obligation secured hereby. (g) The Pledgor will promptly give to the Lender copies acknowledges, represents and warrants that Secured Party is not an “affiliate” of any notices Pledgor, as such terms is used and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control defined under Rule 144 of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereoffederal securities laws. (i) The Pledgor authorizes the Lender to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral and other information set forth therein as the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto. (j) The Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide to the Lender all information and evidence concerning the Collateral that the Lender may reasonably request from time to time to enable it to enforce the provisions of this Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents and warrants to the Lender as of the date hereofwarrants, covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good is, and marketable title as to all Pledged Collateral acquired by it from time to time after the date hereof, will be, the sole legal and beneficial owner of the Pledged Collateral, and holds, or will hold, the Pledged Collateral free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited Liens (except for the security interest granted hereunder to the Account required to be pledged to Senior Note Trustee for the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreementbenefit of Holders), all equity securities included in and has not made and will not make any other pledge, assignment, mortgage, hypothecation or transfer of the Pledged Collateral. The Pledged Securities are not subject to any put, call, option or other right in favor of any other person whatsoever. (b) The Pledged Securities which are shares of stock have been duly authorized and validly issued, issued and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreementnonassessable. (c) On Except as set forth below, upon delivery of the date hereof, certificates evidencing the Pledgor will deliver Pledged Securities to the Lender Senior Note Trustee and so long as Collateral hereunder all the Senior Note Trustee maintains possession of such certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, pursuant to the extent required under the Note Purchase this Pledge Agreement, the Pledgor shall promptly deliver any other certificate representing Senior Note Trustee will have a valid and perfected first priority security interest in the Pledged Securities. In the case of a Pledged Security which represents an interest in a partnership, upon filing of a UCC-1 financing statement in the form appropriate jurisdiction in connection with such interest, upon delivery of the certificate evidencing such interest and so long as the Senior Note Trustee maintains possession of such certificate, the Senior Note Trustee will have a Certificated Security to valid and perfected first priority security interest in such Pledged Security, which together with the Lender as Collateral hereundersecurity interest in the other Pledged Securities will secure the payment and performance in full of the Indenture Obligations. (d) When The Pledgor has the Pledgor delivers all certificates representing valid right and legal authority to pledge the Pledged Securities Collateral in the form manner hereby done or contemplated and will defend its title thereto against the claims of Certificated Securities all persons whomsoever and shall maintain and preserve the security interest granted hereunder with respect to the Lender Pledged Collateral as long as this Pledge Agreement shall remain in full force and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lendereffect. (e) The Security Interest on all Collateral owned Neither the execution and delivery of this Pledge Agreement by the Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) has been validly createdviolate the Pledgor's, or any of its Subsidiary's, charter or by-laws, (ii) will attach violate the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to each item which the Pledgor, or any of such Collateral its Subsidiaries, is a party, or by which any of them may be bound or to which any of their properties or assets may be subject, which violation or conflict would have a material adverse effect on the date financial condition, business, assets or liabilities of this Agreement (or, if the Pledgor first obtains rights thereto and its Subsidiaries taken as a whole, or on the value of the Pledged Collateral or a later datematerial adverse effect on the security interests hereunder, on such later dateor (iii) orconflict with any law, order, rule or regulation applicable to the Pledgor, or any of its Subsidiaries, of any court or any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Pledgor, or any of its Subsidiaries, or their Properties, or (iv) result in or require the creation or imposition of any Lien (other than the Lien contemplated hereby), upon or with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required the property now owned or hereafter acquired by the terms Pledgor, or any of its Subsidiaries, which violation or conflict would have a material adverse effect on the financial condition, business, assets or liabilities of the Note Purchase Agreement Pledgor and (iii) when so attachedits Subsidiaries taken as a whole, will secure all or on the Secured Obligationsvalue of the Pledged Collateral or a material adverse effect on the security interests hereunder. (f) The Pledgor shallPledged Securities as described in Schedule A attached hereto, within 10 business days following execution include all of this Agreement the issued and outstanding Equity Interests of the Pledged Subsidiaries as of the date hereof (except for the Equity Interests pledged in the THCR Pledge), and all outstanding options, warrants, calls, commitments of any character whatsoever or such later date as agreed other rights to by the Lendersubscribe for or purchase any property described in subsection 1(a) or any notes, acting reasonably): bonds, debentures or other evidences of indebtedness that (i) enter particulars of the Security are at any time convertible into Equity Interests created under this Agreement in its register of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and Pledged Subsidiary or (ii) effect registration of have or at any time could by its terms have voting rights with respect to any matters affecting the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Pledged Subsidiary. (g) Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights AgreementApprovals referred to in Section 2, no registrationconsent or approval which has not been obtained prior to the date hereof of any other person or entity and no authorization, recordation approval or other action by, and no notice to or filing with any governmental body, agency regulatory authority or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement securities exchange, was or is necessary for as a condition to the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement pledge hereunder of the Security Interest. (g) The Pledgor will promptly give Pledged Collateral, and subject to the Lender copies receipt of any notices and other communications received by it all applicable Approvals with respect to Security Entitlements the exercise of remedies by the Senior Note Trustee hereunder, such pledge is effective to vest in respect the Senior Note Trustee the rights of Financial Assets credited to the Account Senior Note Trustee in the Pledged Collateral as to which the Pledgor is the Entitlement Holderset forth herein. (h) The Pledgor will, from time shall deliver to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to the Senior Note Trustee concurrently with the execution of this Pledge Agreement: (i) createall certificates and instruments representing the Pledged Securities described in Schedule A, preserve or perfect the Security Interest, and (ii) cause each other item of Pledged Collateral (including all certificates, instruments, notes and writings representing or evidencing any such Pledged Collateral) immediately upon the Lender to have Control of the Collateral or (iii) enable the Lender to exercise Pledgor's acquisition thereof, and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoingin addition, with respect to any Equity Interests identified Pledged Securities, immediately upon receipt of applicable Approvals. Any and all Pledged Securities delivered to the Senior Note Trustee shall be accompanied by undated duly executed stock powers in clause (ii) blank and by such other instruments of transfer or documents as the Senior Note Trustee may reasonably request. Subject to the provisions of Section 2(a)2, the Pledgor Senior Note Trustee shall execute such supplements have the right (in its discretion) to this Agreement as hold the Lender may reasonably require certificates representing the Pledged Securities in order its own name or in the name of its nominee, all in form and substance sufficient to subject such Equity Interests make effective the pledge hereunder and otherwise satisfactory to the terms hereofSenior Note Trustee. (i) The Upon reasonable request to the Pledgor, the Senior Note Trustee shall have full and free access during normal business hours to all of the books, correspondence and records of the Pledgor authorizes relating to the Lender Pledged Collateral, and the Senior Note Trustee and its representatives may examine the same, xxxx extracts therefrom and make photocopies thereof, and the Pledgor agrees to execute render to the Senior Note Trustee, at the Pledgor's cost and file expense, such financing statements or continuation statements in such jurisdictions with such descriptions of collateral clerical and other information set forth therein assistance as may be reasonably requested by the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant heretoSenior Note Trustee with regard thereto. (j) The Pledgor will not sell, lease, exchange, assign comply in all material respects with all requirements of law applicable to the Pledged Collateral or otherwise dispose of, or grant any option with respect to, part thereof and use its best efforts to obtain all Approvals as may be required to effect any of its Collateral, except as permitted under the Note Purchase granting clauses of this Pledge Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor willshall not permit any of the Pledged Subsidiaries to issue any securities of the type required to be pledged hereunder unless such securities are promptly pledged and delivered hereunder to the Senior Note Trustee in accordance with Section 1(b). (l) If, while this Pledge Agreement is in effect, any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation, exchange offer, tender offer or other change in the capital structure, including the creation of any subscription or other rights or other Pledged Securities, is declared or made, or proposed to be declared or made, by any of the Pledged Subsidiaries or any other issuer of Pledged Collateral, all substituted and additional securities or interest issued with respect to the Pledged Collateral and evidenced by certificates shall, subject to receipt of all applicable Approvals, be endorsed in blank by the Pledgor promptly upon request, provide receipt thereof or otherwise appropriately transferred to the Lender Senior Note Trustee in negotiable form, and all certificates or instruments evidencing such securities shall be delivered to the Senior Note Trustee to be held under the terms of this Pledge Agreement in the same manner as, and as a part of, the Pledged Collateral. All Pledged Securities shall be evidenced by one or more certificates. Any securities that may be issued upon exercise of any subscription or other rights relating to the Pledged Securities shall, subject to receipt of all applicable Approvals, be endorsed in blank and delivered to the Senior Note Trustee with any necessary powers. (m) The Pledgor shall pay and discharge all taxes, assessments and governmental charges or levies against any Pledged Collateral prior to delinquency thereof and shall keep all Pledged Collateral free of all unpaid charges whatsoever, unless contested in good faith and appropriate reserves have been set aside in accordance with GAAP. (n) The Pledgor has, independently and without reliance on the Senior Note Trustee and/or any Holder and based on such documents and information as it deemed appropriate, made its own credit analysis and evidence concerning decision to enter into this Pledge Agreement. (o) In the Collateral event that the Lender may reasonably Senior Note Trustee desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Pledge Agreement and determines it necessary to obtain any Approvals therefor, then, upon the reasonable request of the Senior Note Trustee, the Pledgor agrees to use its best efforts to assist and aid the Senior Note Trustee to obtain as soon as practicable any necessary Approvals for the exercise of any such remedies, rights and powers. (p) The Pledgor has delivered to the Senior Note Trustee a duly executed acknowledgment from time the respective issuers of the Pledged Securities acknowledging the registration on its books and records of the pledge of the Pledged Securities pursuant to time to enable it to enforce the provisions of this Agreement. (q) There are no voting trusts or other agreements or understandings to which Pledgor is a party or by which it may be bound with respect to voting, managerial consent, election or other rights of Pledgor relating to the Pledged Securities. (r) The principal place of business and chief executive office of Pledgor and the office where Pledgor keeps its records concerning the Pledged Collateral is 0000 Xxxxxxxxx, Xxxxxxxx Xxxx, Xxx Xxxxxx 00000.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents and warrants to the Lender as of the date hereofwarrants, covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good is, and marketable title as to all Pledged Collateral acquired by it from time to time after the date hereof, will be, the sole legal and beneficial owner of the Pledged Collateral, and holds, or will hold, the Pledged Collateral free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited Liens (except for the security interest granted hereunder to the Account required to be pledged to Senior Note Trustee for the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreementbenefit of Holders), all equity securities included in and has not made and will not make any other pledge, assignment, mortgage, hypothecation or transfer of the Pledged Collateral. The Pledged Securities are not subject to any put, call, option or other right in favor of any other person whatsoever. (b) The Pledged Securities which are shares of stock have been duly authorized and validly issued, issued and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreementnonassessable. (c) On Except as set forth below, upon delivery of the date hereof, certificates evidencing the Pledgor will deliver Pledged Securities to the Lender Senior Note Trustee and so long as Collateral hereunder all the Senior Note Trustee maintains possession of such certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, pursuant to the extent required under the Note Purchase this Pledge Agreement, the Pledgor shall promptly deliver any other certificate representing Senior Note Trustee will have a valid and perfected first priority security interest in the Pledged Securities. In the case of a Pledged Security which represents an interest in a partnership, upon filing of a UCC-1 financing statement in the form appropriate jurisdiction in connection with such interest, upon delivery of the certificate evidencing such interest and so long as the Senior Note Trustee maintains possession of such certificate, the Senior Note Trustee will have a Certificated Security to valid and perfected first priority security interest in such Pledged Security, which together with the Lender as Collateral hereundersecurity interest in the other Pledged Securities will secure the payment and performance in full of the Indenture Obligations. (d) When The Pledgor has the Pledgor delivers all certificates representing valid right and legal authority to pledge the Pledged Securities Collateral in the form manner hereby done or contemplated and will defend its title thereto against the claims of Certificated Securities all persons whomsoever and shall maintain and preserve the security interest granted hereunder with respect to the Lender Pledged Collateral as long as this Pledge Agreement shall remain in full force and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lendereffect. (e) The Security Interest on all Collateral owned Neither the execution and delivery of this Pledge Agreement by the Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) has been validly createdviolate the Pledgor's, or any of its Subsidiary's, charter or by-laws, (ii) will attach violate the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to each item which the Pledgor, or any of such Collateral its Subsidiaries, is a party, or by which any of them may be bound or to which any of their properties or assets may be subject, which violation or conflict would have a material adverse effect on the date financial condition, business, assets or liabilities of this Agreement (or, if the Pledgor first obtains rights thereto and its Subsidiaries taken as a whole, or on the value of the Pledged Collateral or a later datematerial adverse effect on the security interests hereunder, on such later dateor (iii) orconflict with any law, order, rule or regulation applicable to the Pledgor, or any of its Subsidiaries, of any court or any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Pledgor, or any of its Subsidiaries, or their Properties, or (iv) result in or require the creation or imposition of any Lien (other than the Lien contemplated hereby), upon or with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required the property now owned or hereafter acquired by the terms Pledgor, or any of its Subsidiaries, which violation or conflict would have a material adverse effect on the financial condition, business, assets or liabilities of the Note Purchase Agreement Pledgor and (iii) when so attachedits Subsidiaries taken as a whole, will secure all or on the Secured Obligationsvalue of the Pledged Collateral or a material adverse effect on the security interests hereunder. (f) The Pledgor shallPledged Securities as described in Schedule A attached hereto, within 10 business days following execution include all of this Agreement the issued and outstanding Equity Interests of the Pledged Subsidiaries as of the date hereof (except for the Equity Interests pledged in the TCHI Pledge), and all outstanding options, warrants, calls, commitments of any character whatsoever or such later date as agreed other rights to by the Lendersubscribe for or purchase any property described in subsection 1(a) or any notes, acting reasonably): bonds, debentures or other evidences of indebtedness that (i) enter particulars of the Security are at any time convertible into Equity Interests created under this Agreement in its register of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and Pledged Subsidiary or (ii) effect registration of have or at any time could by its terms have voting rights with respect to any matters affecting the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Pledged Subsidiary. (g) Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights AgreementApprovals referred to in Section 2, no registrationconsent or approval which has not been obtained prior to the date hereof of any other person or entity and no authorization, recordation approval or other action by, and no notice to or filing with any governmental body, agency regulatory authority or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement securities exchange, was or is necessary for as a condition to the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement pledge hereunder of the Security Interest. (g) The Pledgor will promptly give Pledged Collateral, and subject to the Lender copies receipt of any notices and other communications received by it all applicable Approvals with respect to Security Entitlements the exercise of remedies by the Senior Note Trustee hereunder, such pledge is effective to vest in respect the Senior Note Trustee the rights of Financial Assets credited to the Account Senior Note Trustee in the Pledged Collateral as to which the Pledgor is the Entitlement Holderset forth herein. (h) The Pledgor will, from time shall deliver to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to the Senior Note Trustee concurrently with the execution of this Pledge Agreement: (i) createall certificates and instruments representing the Pledged Securities described in Schedule A, preserve or perfect the Security Interest, and (ii) cause each other item of Pledged Collateral (including all certificates, instruments, notes and writings representing or evidencing any such Pledged Collateral) immediately upon the Lender to have Control of the Collateral or (iii) enable the Lender to exercise Pledgor's acquisition thereof, and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoingin addition, with respect to any Equity Interests identified Pledged Securities, immediately upon receipt of applicable Approvals. Any and all Pledged Securities delivered to the Senior Note Trustee shall be accompanied by undated duly executed stock powers in clause (ii) blank and by such other instruments of transfer or documents as the Senior Note Trustee may reasonably request. Subject to the provisions of Section 2(a)2, the Pledgor Senior Note Trustee shall execute such supplements have the right (in its discretion) to this Agreement as hold the Lender may reasonably require certificates representing the Pledged Securities in order its own name or in the name of its nominee, all in form and substance sufficient to subject such Equity Interests make effective the pledge hereunder and otherwise satisfactory to the terms hereofSenior Note Trustee. (i) The Upon reasonable request to the Pledgor, the Senior Note Trustee shall have full and free access during normal business hours to all of the books, correspondence and records of the Pledgor authorizes relating to the Lender Pledged Collateral, and the Senior Note Trustee and its representatives may examine the same, xxxx extracts therefrom and make photocopies thereof, and the Pledgor agrees to execute render to the Senior Note Trustee, at the Pledgor's cost and file expense, such financing statements or continuation statements in such jurisdictions with such descriptions of collateral clerical and other information set forth therein assistance as may be reasonably requested by the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant heretoSenior Note Trustee with regard thereto. (j) The Pledgor will not sell, lease, exchange, assign comply in all material respects with all requirements of law applicable to the Pledged Collateral or otherwise dispose of, or grant any option with respect to, part thereof and use its best efforts to obtain all Approvals as may be required to effect any of its Collateral, except as permitted under the Note Purchase granting clauses of this Pledge Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor willshall not permit any of the Pledged Subsidiaries to issue any securities of the type required to be pledged hereunder unless such securities are promptly pledged and delivered hereunder to the Senior Note Trustee in accordance with Section 1(b). (l) If, while this Pledge Agreement is in effect, any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation, exchange offer, tender offer or other change in the capital structure, including the creation of any subscription or other rights or other Pledged Securities, is declared or made, or proposed to be declared or made, by any of the Pledged Subsidiaries or any other issuer of Pledged Collateral, all substituted and additional securities or interest issued with respect to the Pledged Collateral and evidenced by certificates shall, subject to receipt of all applicable Approvals, be endorsed in blank by the Pledgor promptly upon request, provide receipt thereof or otherwise appropriately transferred to the Lender Senior Note Trustee in negotiable form, and all certificates or instruments evidencing such securities shall be delivered to the Senior Note Trustee to be held under the terms of this Pledge Agreement in the same manner as, and as a part of, the Pledged Collateral. All Pledged Securities shall be evidenced by one or more certificates. Any securities that may be issued upon exercise of any subscription or other rights relating to the Pledged Securities shall, subject to receipt of all applicable Approvals, be endorsed in blank and delivered to the Senior Note Trustee with any necessary powers. (m) The Pledgor shall pay and discharge all taxes, assessments and governmental charges or levies against any Pledged Collateral prior to delinquency thereof and shall keep all Pledged Collateral free of all unpaid charges whatsoever, unless contested in good faith and appropriate reserves have been set aside in accordance with GAAP. (n) The Pledgor has, independently and without reliance on the Senior Note Trustee and/or any Holder and based on such documents and information as it deemed appropriate, made its own credit analysis and evidence concerning decision to enter into this Pledge Agreement. (o) In the Collateral event that the Lender may reasonably Senior Note Trustee desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Pledge Agreement and determines it necessary to obtain any Approvals therefor, then, upon the reasonable request of the Senior Note Trustee, the Pledgor agrees to use its best efforts to assist and aid the Senior Note Trustee to obtain as soon as practicable any necessary Approvals for the exercise of any such remedies, rights and powers. (p) The Pledgor has delivered to the Senior Note Trustee a duly executed acknowledgment from time the respective issuers of the Pledged Securities acknowledging the registration on its books and records of the pledge of the Pledged Securities pursuant to time to enable it to enforce the provisions of this Agreement. (q) There are no voting trusts or other agreements or understandings to which Pledgor is a party or by which it may be bound with respect to voting, managerial consent, election or other rights of Pledgor relating to the Pledged Securities. (r) The principal place of business and chief executive office of Pledgor and the office where Pledgor keeps its records concerning the Pledged Collateral is 0000 Xxxxxxxxx, Xxxxxxxx Xxxx, Xxx Xxxxxx 00000.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents hereby covenants, warrants and warrants to represents, for the Lender benefit of the Secured Party, as follows (the following representations and warranties shall be made as of the date hereof, of this Agreement and covenants with the Lenderas of each date when Pledged Shares are delivered to Escrow Agent hereunder, as follows:applicable): (a) The Pledgor has good is the owner and marketable title to all holder of the CollateralPledged Shares, free and clear of any Security Interestliens, claims, charges or encumbrances of any nature whatsoever, other than Permitted Liensas created by this Agreement. Schedule 1 lists all Equity Interests The Pledge Shares represent a fifty percent (50%) ownership interest in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreement, all equity securities included in the Aqua Sub. (b) The Pledged Securities Shares have been duly authorized and are validly issued, and are fully paid and non-assessable. The Pledgor has not performed , and are subject to no options to purchase, or any acts that might prevent similar rights or to any restrictions on transferability. (c) Each certificate or document of title constituting the Lender from enforcing any Pledged Shares is genuine in all respects and represents what it purports to be. (d) By virtue of the provisions execution and delivery of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After upon delivery to Escrow Agent of the date of Pledged Shares in accordance with this Agreement, no Collateral Secured Party will be have a valid security interest in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfectedCollateral, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theorylien, may be asserted against the Lender. Before claim, charge, pledge, security interest or encumbrance of any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On the date hereof, the Pledgor will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunder. (d) When the Pledgor delivers all certificates representing Pledged Securities in the form of Certificated Securities to the Lender and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lendernature whatsoever. (e) The Security Interest on all Collateral owned by the Pledgor (i) has been validly createdcovenants, (ii) will attach to each item of such Collateral on the date of that for so long as this Agreement (oris in effect, if Pledgor will defend the Pledgor first obtains rights thereto on a later dateCollateral and the priority of Secured Party’s security interests therein, on such later date) orat its sole cost and expense, with respect to against the claims and demands of all persons at anytime claiming the same or any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligationsinterest therein. (f) The At its option, Secured Party may pay, for Pledgor’s account, any taxes (including documentary stamp taxes), liens, security interests, or other encumbrances at any time levied or placed on the Collateral. Pledgor shallagrees to reimburse Secured Party on demand for any payment made or expense incurred by Secured Party pursuant to the foregoing authorization. Any such amount, within 10 business days following execution if not promptly paid upon demand therefor, shall accrue interest at the highest non-usurious rate permitted by applicable law from the date of this Agreement (or such later date as agreed to by the Lenderoutlay, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register of charges, as required by the BVI Actuntil paid, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interestshall constitute an Obligation secured hereby. (g) The Pledgor will promptly give to acknowledges, represents and warrants that Secured Party is not an “affiliate” of Pledgor, as such terms is used and defined under Rule 144 of the Lender copies of any notices and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holderfederal securities laws. (h) The Pledgor willCompany has the full right, from time power and authority to timeenter into this Agreement and to pledge the Pledge shares without the joinder or consent of any other party. Specifically, at its expensethere is no shareholders agreement, execute, deliver, file and record any statement, assignment, instrument, document, voting agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereof. (i) The Pledgor authorizes the Lender to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral and other information set forth therein as the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing agreement of any financing nature or continuation statements kind affecting, restricting or other documents recorded encumbering the Pledge Shares or filed pursuant heretothe Company’s right to pledge same as hereby contemplated. (j) The Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide to the Lender all information and evidence concerning the Collateral that the Lender may reasonably request from time to time to enable it to enforce the provisions of this Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents hereby covenants, warrants and warrants to represents, for the Lender benefit of the Secured Party, as follows (the following representations and warranties shall be made as of the date hereof, of this Agreement and covenants with the Lenderas of each date when Pledged Securities are delivered to Escrow Agent hereunder, as follows:applicable): (a) The Pledgor has good and marketable title to all of the Collateral, Pledged Securities are free and clear of any Security Interestand all Liens, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription as created by this Agreement, all equity securities included in the . (b) The Pledged Securities have been duly authorized and are validly issued, and are fully paid and non-assessable. The Pledgor has not performed , and are subject to no options to purchase, or any acts that might prevent similar rights or to any restrictions on transferability. (c) Each certificate or document of title constituting the Lender from enforcing any Pledged Securities is genuine in all respects and represents what it purports to be. (d) By virtue of the provisions execution and delivery of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After upon delivery to Escrow Agent of the date of Pledged Securities in accordance with this Agreement, no Collateral Secured Party will be have a valid and perfected, first priority security interest in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfectedCollateral, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before Liens of any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On the date hereof, the Pledgor will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunder. (d) When the Pledgor delivers all certificates representing Pledged Securities in the form of Certificated Securities to the Lender and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lendernature whatsoever. (e) The Security Interest on all Collateral owned by the Pledgor (i) has been validly createdcovenants, (ii) will attach to each item of such Collateral on the date of that for so long as this Agreement (oris in effect, if Pledgor will defend the Pledgor first obtains rights thereto on a later dateCollateral and the priority of Secured Party’s security interests therein, on such later date) orat its sole cost and expense, with respect to against the claims and demands of all Persons at any Equity Interests identified in clause (ii) of Section 2(a), when required by time claiming the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligationssame or any interest therein. (f) The At its option, Secured Party may pay, for Pledgor’s account, any taxes (including documentary stamp taxes), Liens, security interests, or other encumbrances at any time levied or placed on the Collateral. Pledgor shallagrees to reimburse Secured Party on demand for any payment made or expense incurred by Secured Party pursuant to the foregoing authorization. Any such amount, within 10 business days following execution if not promptly paid upon demand therefor, shall accrue interest at the highest non-usurious rate permitted by applicable law from the date of this Agreement (or such later date as agreed to by the Lenderoutlay, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register of charges, as required by the BVI Actuntil paid, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interestshall constitute an Obligation secured hereby. (g) The Pledgor will promptly give to acknowledges, represent and warrants that Secured Party is not an “affiliate” of the Lender copies Pledgor, as such term is used and defined under Rule 144 of any notices and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holderfederal securities laws. (h) The Pledgor willPledged Securities constitute all of the securities owned, from time to timelegally or beneficially, at its expenseby the Pledgor, execute, deliver, file and record any statement, assignment, instrument, document, agreement such securities represent 100% of the issued and outstanding Series B membership interests or other paper and take any other action that from time to time may be necessary in order to (i) createsecurities, preserve or perfect the Security Intereston a fully diluted basis, (ii) cause the Lender to have Control of the Collateral or (iii) enable Company. At all times while this Agreement remains in effect, the Lender to exercise Pledged Securities shall constitute and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality represent 100% of the foregoingissued and outstanding Series B membership interests or other securities of the Company, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereofon a fully-diluted basis. (i) The Pledgor authorizes the Lender hereby authorize Secured Party to execute prepare and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral statements, amendments and other information set forth therein documents and do such acts as the Lender may deem Secured Party deems necessary or desirable for the purposes set forth in order to establish and maintain valid, attached and perfected, first priority security interests in the preceding sentenceCollateral in favor of Secured Party, for its own benefit and as agent for its Affiliates, free and clear of all Liens and claims and rights of third parties whatsoever. The Pledgor will pay the costs ofhereby irrevocably authorize Secured Party at any time, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto. (j) The Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide to the Lender all information and evidence concerning the Collateral that the Lender may reasonably request from time to time time, to enable it to enforce file in any jurisdiction any initial financing statements, amendments, continuations and other documents in furtherance of the provisions of this Agreementforegoing.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents and warrants to the Lender (as of the date hereofof execution hereof as to the Pledged Collateral existing on such date and as of the date of acquisition as to the Pledged Collateral acquired subsequently), covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good is the legal and marketable title to all beneficial owner of the Pledged Collateral, holds the Pledged Collateral free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited Liens (except for the security interest granted hereunder to the Account required to be pledged to Trustee for the Lender pursuant to ratable benefit of Holders of Notes and except for Liens for taxes not yet payable), and has not made and will not make any other pledge, assignment, mortgage, hypothecation or transfer of the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreement, all equity securities included in the Pledged Collateral. (b) The Pledged Securities have been duly authorized and validly issued, issued and are fully paid and non-non- assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On Upon delivery of physical certificates evidencing the date hereofPledged Securities to the Trustee, the Pledgor Trustee will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities have a perfected first priority security interest in the form of Certificated Pledged Securities, as identified under Schedule 1. Thereafter, to securing the extent required under indefeasible payment and performance in full of the Note Purchase Agreement, Indenture obligations of the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunderPledgor. (d) When The Pledgor has the requisite corporate power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and will defend its title thereto against the lawful claims of all persons whomsoever and shall maintain and preserve the security interest granted hereunder with respect to the Pledged Collateral as long as this Pledge Agreement shall remain in full force and effect. (e) Neither the execution and delivery of this Pledge Agreement by the Pledgor, the performance by the Pledgor delivers of its obligations hereunder, nor the transactions herein contemplated will violate the Pledgor's Certificate of Incorporation or bylaws, each as currently in effect, violate the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Pledgor is a party, violate any law, order, rule or regulation applicable to the Pledgor of any court or any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Pledgor or its properties, or result in or require the creation or imposition of any Lien (other than the Lien contemplated hereby), upon or with respect to any of the property now owned or hereafter acquired by the Pledgor, which violation or conflict would have a material adverse effect on the financial condition, business, assets or liabilities of the Pledgor and its Subsidiaries, taken as a whole, or on the value of the Pledged Collateral or a material adverse effect on the security interests hereunder; provided, however, that a foreclosure by the Trustee with respect to the Pledged Collateral may result in the triggering of a right of first refusal in Apache Corporation as provided under that certain agreement dated in March, 1994, by and between the Pledgor and Apache Corporation (the "Apache Option") and require the consent of the governmental authorities of the People's Republic of China (the "Chinese Approval Requirement"). (f) The Pledged Securities include the issued and outstanding shares of Capital Stock of the Pledged Subsidiaries as described in Schedule A attached hereto, and as of the date of execution hereof, except for the Apache Option, there are no outstanding options, warrants or other rights to subscribe for or purchase any property described in Section 1(a) or any notes, bonds, debentures or other evidences of indebtedness that are at any time convertible into capital stock of the Pledged Subsidiaries or have or at any time could by their terms have voting rights with respect to any matters affecting the Pledged Subsidiaries. (g) No consent or approval which has not been obtained prior to the date hereof of any other person or entity and no authorization, approval or other action (other than delivery of physical certificates evidencing the Pledged Securities) by, and no notice to or filing with any governmental body (other than UCC filings), regulatory authority or securities exchange, was or is necessary as a condition to the validity of the pledge hereunder of the Pledged Collateral, and such pledge is effective to vest in the Trustee the rights of the Trustee in the Pledged Collateral as set forth herein. Except for the Apache Option and the Chinese Approval Requirement, there are no restrictions on the transferability of any of the Pledged Collateral transferred or delivered by the Pledgor hereunder or, except for restrictions related to federal and state securities laws governing the sale of "restricted stock" or "control stock," with respect to the foreclosure, transfer or disposition thereof by the Trustee. (h) The Pledgor shall deliver to the Trustee concurrently with the execution of this Pledge Agreement or, to the extent acquired subsequent to the date of execution hereof, immediately upon the Pledgor's acquisition thereof: all certificates and instruments representing the Pledged Securities, and each other item of Pledged Collateral (including all certificates, instruments and notes representing any such Pledged Collateral). Any and all Pledged Securities in the form of Certificated Securities delivered to the Lender and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will Trustee shall be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by undated duly executed powers in blank and by such other instruments of transfer or assignment documents as the Trustee may reasonably request. The Trustee shall hold the certificates representing the Pledged Securities delivered to it in blank, with signatures appropriately guaranteedits own name or in the name of its nominee, all in form and substance satisfactory to the Lender. (e) The Security Interest on all Collateral owned by the Pledgor (i) has been validly created, (ii) will attach to each item of such Collateral on the date of this Agreement (or, if the Pledgor first obtains rights thereto on a later date, on such later date) or, with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligations. (f) Trustee. The Pledgor shallhereby acknowledges that the Trustee may, within 10 business days following execution of this Agreement (or such later date as agreed to by the Lender, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register discretion, appoint one or more financial institutions to act as the Trustee's agent in holding in custodial accounts instruments or other financial assets in which the Trustee is granted a security interest hereunder, including, without limitation, certificates of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interest. (g) The Pledgor will promptly give to the Lender copies of any notices deposit and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereofinstruments evidencing short term obligations. (i) The Trustee shall at all times have full and free access during normal business hours to all of the books, correspondence and records of the Pledgor authorizes relating to the Lender Pledged Collateral (other than information that is privileged and confidential) and the Trustee and its representatives may examine the same, make abstracts therefrom and make photocopies thereof, and the Pledgor agrees to execute render to the Trustee, at the Pledgor's cost and file expense, such financing statements or continuation statements in such jurisdictions with such descriptions of collateral clerical and other information set forth therein assistance as may be reasonably requested by the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant heretoTrustee with regard thereto. (j) The Pledgor will shall not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, permit any of its Collateral, except as permitted the Pledged Subsidiaries or any other entity that is a Restricted Subsidiary under the Note Purchase Agreement. Concurrently with Indenture to issue any sale, lease or other disposition permitted under securities of the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from type required to be pledged hereunder unless such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute securities are promptly pledged and deliver delivered hereunder to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security InterestTrustee in accordance with Section 2(h). (k) If, while this Pledge Agreement is in effect, any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation, exchange offer, tender offer or other change in the capital structure, including the creation of any subscription or other rights relating to the Pledged Securities, is declared or made, or proposed to be declared or made, by any of the Pledged Subsidiaries or any other issuer of Pledged Collateral, all substituted and additional securities or interest issued with respect to the Pledged Collateral and evidenced by certificates shall be endorsed in blank by the Pledgor promptly upon receipt thereof or otherwise appropriately transferred to the Trustee in negotiable form, and all certificates or instruments evidencing such securities shall be delivered to the Trustee to be held under the terms of this Pledge Agreement in the same manner as, and as a part of the Pledged Collateral. All Pledged Securities shall be evidenced by one or more certificates. Any securities that may be issued upon exercise of any subscription or other rights relating to the Pledged Securities shall be endorsed in blank and delivered to the Trustee with any necessary powers. (l) The Pledgor willshall pay and discharge all taxes, assessments and governmental charges or levies against any Pledged Collateral prior to delinquency thereof and shall keep all Pledged Collateral free of all unpaid charges whatsoever, unless contested in good faith and appropriate reserves have been set aside in accordance with GAAP. (m) The Pledgor has, independently and without reliance on the Trustee or any Holder and based on such documents and information as it deemed appropriate, made its own credit analysis and decision to enter into this Pledge Agreement. (n) The Pledgor shall promptly upon requestnotify the Trustee of any material changes in any fact or circumstance represented or warranted by the Pledgor with respect to any material portion of the Pledged Collateral, provide of any material impairment of the Pledged Collateral and of any claim, action or proceeding affecting title to all or any of the Pledged Collateral. On or prior to [ ] of each year beginning in 1998, the Pledgor will deliver to the Lender Trustee an opinion of counsel (which can be in-house counsel) to the effect that all information actions have been taken that are necessary to preserve and evidence concerning continue in full effect the Collateral that perfection of the Lender liens and security interests created hereby through [ ] of the following year, and on which opinion the Trustee is entitled to rely. Such opinion may reasonably request from time assume, unless such counsel has reason to time believe otherwise, the continued possession of the Pledged Securities delivered to enable it the Trustee by the Pledgor. (o) The chief executive office and principal place of business of the Pledgor is located at 110 Rue Jean Lafitte, Lafayxxxx, Xxxxxxxxx 00000. The Pledgor shall not relocate its principal place of business or chief executive office to enforce another county or state unless the provisions Pledgor gives 30 days' prior written notice to the Trustee, which notice shall specify the county and state into which such relocation is to be made. (p) Upon any Subsidiary of this Agreementthe Pledgor becoming a Restricted Subsidiary, the Pledgor shall amend Schedule A attached hereto to include such Subsidiary and such Subsidiary shall thenceforth be treated hereunder for all purposes as a Pledged Subsidiary and all shares of capital stock or other equity securities of such Subsidiary issued to Pledgor shall be treated hereunder for all purposes as Pledged Securities.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Agent and each Lender as of the date hereof, and covenants with the Lender, as follows: that: (a) The the Pledgor is the legal record and beneficial owner of, and has good and marketable title to to, the Pledged Equity Interests; (b) all of the Collateral, free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Pledged Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreement, all equity securities included in the Pledged Securities have been duly authorized and validly issued, and are fully paid and and, in the case of the Pledged Equity Interests consisting of any stock, non-assessable. The ; (c) there are no outstanding subscriptions, options, warrants, rights, calls, contracts, commitments, understandings or agreements to purchase or otherwise acquire or relating to the issuance of any shares, other securities, membership or other ownership or economic interests of the Guarantors; (d) the Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, Subsidiaries other than the Custodian. The Pledgor holds Guarantors and Art Credit Company, LLC, a Delaware limited liability company, the latter of which is in the process of being dissolved; (e) the pledge, assignment and delivery of the Pledged Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements pursuant to this Agreement and, if applicable, the Custodian Agreement, creates a valid first Lien on and a first perfected security interest in the Account. (b) The Account shall be a Securities Account. Subject to Pledged Equity Interests, and the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfectedproceeds thereof, subject to no prior Security Interest Lien or rights of others (except Security Interest and rights to any agreement purporting to grant to any third party a Lien on the property or assets of the Custodian and other Security Pledgor which would include the Pledged Equity Interests, assuming the Agent had no notice of an adverse claim prior to the date hereof; (f) all of the Pledged Equity Interests that are Permitted Liens), certificated are evidenced by the certificates described on Exhibit A; (iig) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Pledged Equity Interests constitute one hundred (100%) percent of the issued and outstanding shares of capital stock or membership interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting Guarantors; (h) all records of the Pledgor relating to the Pledged Equity Interests in Soufun shall be credited are located at its office as listed on page 1 of this Agreement under the custody and control of the Administrator or, subsequent to the Account, the Pledgor, the execution and delivery of a Custodian and the Lender shall have entered into the Account Control Agreement. (c) On the date hereof, the Pledgor will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunder. (d) When the Pledgor delivers all certificates representing Pledged Securities in the form of Certificated Securities to the Lender and complies with the second sentence of this Section 3(d) in connection with such delivery, Custodian; (i) the Security Interest on such Pledged Securities will be perfectedexecution, subject to no prior Security Interests or rights issuance, delivery and performance of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lender. (e) The Security Interest on all Collateral owned Agreement by the Pledgor (i) has been validly createdis within the power and authority of the Pledgor and upon its execution and delivery hereof, (ii) will attach to each item of such Collateral on the date of this Agreement (orwill be the legal, if valid and binding obligation of the Pledgor first obtains rights thereto on a later date, on such later dateenforceable against the Pledgor in accordance with its terms and (j) or, with respect to any except for the Pledged Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligations. (f) The Pledgor shall, within 10 business days following execution of this Agreement (or such later date except as agreed to by the Lender, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interest. (g) The Pledgor will promptly give to the Lender copies of any notices and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a)otherwise listed on Schedule 9, the Pledgor shall execute such supplements to this Agreement as owns no assets that constitutes “Investment Property” under the Lender may reasonably require in order to subject such Equity Interests to the terms hereof. (i) The Pledgor authorizes the Lender to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral and other information set forth therein as the Lender may deem necessary or desirable for the purposes set forth in the preceding sentenceUCC. The Pledgor will pay covenants and agrees that the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto. (j) The Pledgor will not selldefend the Agent’s right, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not title and security interest in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as Collateral against the claims and demands of all Persons whomsoever; and covenants and agrees that the Pledgor shall reasonably request will have like title to evidence the fact that and right to pledge any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide other property at any time hereafter pledged to the Lender all information Agent as Collateral hereunder and evidence concerning will likewise defend the Collateral that the Lender may reasonably request from time to time to enable it to enforce the provisions of this AgreementAgent’s right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents hereby covenants, warrants and warrants to represents, for the Lender benefit of the Secured Party, as follows (the following representations and warranties shall be made as of the date hereof, of this Agreement and covenants with the Lenderas of each date when Pledged Shares are delivered to Escrow Agent hereunder, as follows:applicable): (a) The Pledgor has good and marketable title to all of the CollateralPledged Shares, when issued hereunder, shall be free and clear of any Security Interestliens, claims, charges or encumbrances of any nature whatsoever, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription as created by this Agreement, all equity securities included in the . (b) The Pledged Securities Shares have been duly authorized and are validly issued, and are fully paid and non-assessable. The Pledgor has not performed , and are subject to no options to purchase, or any acts that might prevent similar rights or to any restrictions on transferability. (c) Each certificate or document of title constituting the Lender from enforcing any Pledged Shares is genuine in all respects and represents what it purports to be. (d) By virtue of the provisions execution and delivery of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After upon delivery to Escrow Agent of the date of Pledged Shares in accordance with this Agreement, no Collateral Secured Party will be have a valid and perfected security interest in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfectedCollateral, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theorylien, may be asserted against the Lender. Before claim, charge, pledge, security interest or encumbrance of any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On the date hereof, the Pledgor will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunder. (d) When the Pledgor delivers all certificates representing Pledged Securities in the form of Certificated Securities to the Lender and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lendernature whatsoever. (e) The Security Interest on all Collateral owned by the Pledgor (i) has been validly createdcovenants, (ii) will attach to each item of such Collateral on the date of that for so long as this Agreement (oris in effect, if Pledgor will defend the Pledgor first obtains rights thereto on a later dateCollateral and the priority of Secured Party’s security interests therein, on such later date) orat its sole cost and expense, with respect to against the claims and demands of all persons at anytime claiming the same or any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligationsinterest therein. (f) The At its option, Secured Party may pay, for Pledgor’s account, any taxes (including documentary stamp taxes), liens, security interests, or other encumbrances at any time levied or placed on the Collateral. Pledgor shallagrees to reimburse Secured Party on demand for any payment made or expense incurred by Secured Party pursuant to the foregoing authorization. Any such amount, within 10 business days following execution if not promptly paid upon demand therefor, shall accrue interest at the highest non-usurious rate permitted by applicable law from the date of this Agreement (or such later date as agreed to by the Lenderoutlay, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register of charges, as required by the BVI Actuntil paid, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interestshall constitute an Obligation secured hereby. (g) The Pledgor will promptly give to the Lender copies acknowledges, represents and warrants that Secured Party is not an “affiliate” of any notices Pledgor, as such terms is used and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control defined under Rule 144 of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereoffederal securities laws. (i) The Pledgor authorizes the Lender to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral and other information set forth therein as the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto. (j) The Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide to the Lender all information and evidence concerning the Collateral that the Lender may reasonably request from time to time to enable it to enforce the provisions of this Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents and warrants to the Lender (as of the date hereofof execution hereof as to the Collateral existing on such date and as of the date of acquisition as to the Collateral acquired subsequently), covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good is the legal and marketable title to all beneficial owner of the Collateral, holds the Collateral free and clear of all Liens, except for the Lien and security interest granted hereunder and Permitted Liens, and has not made and will not make or permit any Security Interestother pledge, other than assignment, mortgage, hypothecation or transfer of the Collateral except for Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreement, all equity securities included in the The Pledged Securities are not subject to any put, call, option or other right in favor of any other Person whatsoever. (b) The Pledged Securities, if any, have (i) been duly authorized and validly issued, issued and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any assessable and constitute such percentage of all of the provisions issued and outstanding shares of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part capital stock of the Collateral is Pledged Subsidiaries as set forth on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control AgreementSCHEDULE A hereto. (c) On Upon the date hereofexecution and delivery of this Agreement, the Pledgor will deliver delivery of the Possessory Collateral to the Lender as Collateral hereunder all certificates representing Pledged Securities Pledgee, the filing of the financing statements in the form jurisdictions set forth in Schedule B hereto, and the filing of Certificated Securities, as identified under Schedule 1. Thereafterthe Intellectual Property Security Agreement with the U.S. Patent and Trademark Office and the U.S. Copyright Office, to the extent required under the Note Purchase Agreementby applicable law, the Pledgor shall promptly deliver any other certificate representing Pledgee, for the ratable benefit of the Holders, will have a Pledged Security valid, perfected, first priority security interest until all of the Obligations have been indefeasibly paid and performed in full in the form Collateral, securing the indefeasible payment and performance in full of a Certificated Security to the Lender as Collateral hereunderObligations. (d) When The Pledgor has the Pledgor delivers all certificates representing Pledged Securities requisite corporate authority to pledge and grant a security interest in the form Collateral pursuant to this Agreement and will defend its title thereto against the claims of Certificated Securities all persons whomsoever, and shall maintain and preserve the Lien and security interest granted hereunder with respect to the Lender Collateral until all of the Obligations have been indefeasibly paid and complies with the second sentence of performed in full, as long as this Section 3(d) Agreement remains in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities full force and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lendereffect. (e) The Security Interest on all Collateral owned by Neither the Pledgor execution, delivery or performance of this Agreement, nor the transactions herein contemplated will (i) has been validly createdviolate any provision of the charter or bylaws of the Debtor or any of the Pledged Subsidiaries, (ii) will attach violate or cause a breach under the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to each item of such Collateral on the date of this Agreement (or, if which the Pledgor first obtains rights thereto on or any Pledged Subsidiary is a later dateparty, on such later date(iii) orviolate any law, order, rule or regulation or (iv) result in, or require the creation or imposition of, any Lien (other than the Lien and security interest contemplated hereby) upon or with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required the property now owned or hereafter acquired by the terms Debtor or any of its Pledged Subsidiaries, which violations or conflicts would, singly or in the Note Purchase Agreement and (iii) when so attachedaggregate, will secure all the Secured Obligationshave a Material Adverse Effect. (f) The Pledgor shall, within 10 business days following execution Pledged Securities constitute the issued and outstanding shares of this Agreement (or such later date as agreed to capital stock of the Pledged Subsidiaries owned by the LenderDebtor and there are no outstanding options, acting reasonably): warrants or other rights to subscribe for or purchase any property described in Section 1(a) or any notes, bonds, debentures or other evidences of indebtedness that (i) enter particulars are at any time convertible into capital stock of any of the Security Interests created under this Agreement in its register of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and Pledged Subsidiaries or (ii) effect registration have, or at any time could by their terms have, voting rights with respect to any matters affecting the Debtor or any of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security InterestPledged Subsidiaries. (g) The Pledgor will promptly give No consent or approval which has not been obtained prior to the Lender copies date hereof of any notices Person and no authorization, approval or other communications received by it with respect to Security Entitlements in respect action (other than delivery of Financial Assets credited the Possessory Collateral to the Account Trustee, the filing of UCC-1 financing statements in the jurisdictions listed on SCHEDULE B hereto and the filing of the Intellectual Property Security Agreement with the U.S. Patent and Trademark Office, and the U.S. Copyright Office, to the extent required by applicable law) by, and no notice to or filing with any Person was or is necessary as a condition to which the Pledgor validity of the pledge and security interest granted hereby, and such pledge and security interest is effective to vest in the Entitlement HolderPledgee the rights of the Pledgee in the Collateral as set forth herein. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect shall deliver to the Pledgee concurrently with the execution of this Agreement or, to the extent acquired subsequent to the date of execution hereof, immediately upon such Pledgor's acquisition thereof: all certificates and instruments representing the Pledged Securities and each other item of Possessory Collateral. Without limiting Any and all Pledged Securities delivered to the generality Pledgee shall be accompanied by undated, duly executed stock powers in blank and by such other instruments of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement transfer or documents as the Lender Pledgee may reasonably require request. The Pledgee shall hold the certificates representing the Pledged Securities delivered to it in order to subject such Equity Interests to the terms hereofcustody. (i) The Pledgee shall at all times have full and free access during normal business hours to all of the books, correspondence and records of the Pledgor authorizes relating to the Lender Collateral and the Pledgee and its representatives may examine the same, make abstracts therefrom and make photocopies thereof, and each Pledgor agrees to execute render to the Pledgee and file its representatives, at such financing statements or continuation statements in Pledgor's cost and expense, such jurisdictions with such descriptions of collateral clerical and other information set forth therein assistance as the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, be reasonably requested by any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant heretothem with regard thereto. (j) The Pledgor will Debtor shall not sell, lease, exchange, assign or otherwise dispose of, or grant permit the Pledged Subsidiaries to issue any option with respect to, any of its Collateral, except as permitted under securities other than the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security InterestPledged Securities. (k) If, while this Agreement is in effect, any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation, exchange offer, tender offer or other change in the capital structure, including the creation of any subscription or other rights relating to the Pledged Securities, is declared or made by the Pledged Subsidiaries, all substituted and additional securities or interests issued with respect to the Collateral and evidenced by certificates shall be endorsed in blank by the Pledgor promptly upon receipt thereof or otherwise appropriately transferred to the Pledgee in negotiable form, and all certificates or instruments evidencing such securities shall be delivered to the Pledgee to be held under the terms of this Agreement in the same manner as, and as a part of, the Collateral. All Pledged Securities shall be evidenced by one or more certificates. Any securities that may be issued upon exercise of any subscription or other rights relating to the Pledged Securities shall be endorsed in blank and delivered to the Pledgee with any necessary stock or other powers. (l) The Pledgor willshall pay and discharge all taxes, assessments and governmental charges or levies against any Collateral prior to delinquency thereof and shall keep all Collateral free of all unpaid charges whatsoever. (m) The Pledgor shall promptly upon notify the Pledgee (i) of any material adverse changes in any fact or circumstance represented or warranted by such Pledgor with respect to any portion of the Collateral (other than a de minimis portion of the Collateral), (ii) of any actual or imminent material impairment of any portion of the Collateral (other than a de minimis portion of the Collateral) and (iii) of any claim, action or proceeding materially adversely affecting title to all or any portion of the Collateral (other than a de minimis portion of the Collateral). (n) The chief executive office and principal place of business of the Debtor is located at 0000 Xxxx Xxxxxxx Xxxxxxxxx, Chicago, Illinois 60607. The Debtor shall not change its name or the name under which it does business or relocate its principal place of business or chief executive office unless the Debtor gives 30 days' prior written notice to the Pledgee, which notice shall specify such new name and/or address. (o) The Debtor shall pledge to the Trustee, for the ratable benefit of the Holders, all of the capital stock of each company that becomes a Subsidiary (as defined in the Indenture) after the date hereof, and in furtherance thereof, will execute and deliver an amendment to this Agreement, or a new pledge and security agreement, in substantially the form of this agreement,with such changes therein as the Trustee shall request, provide to and such other documents, instruments, agreements, certificates and financing statements as may be necessary or desirable in the Lender all information and evidence concerning discretion of the Collateral that the Lender may reasonably request from time to time to enable it to enforce the provisions of this AgreementTrustee.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents and warrants to the Lender (as of the date hereofof execution hereof as to the Pledged Collateral existing on such date and as of the date of acquisition as to the Pledged Collateral acquired subsequently), covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good and marketable title to all As of the Issue Date (assuming that the Confirmation Order has become a Final Order and the Approved Plan has become Effective), the Pledgor will be the legal and beneficial owner of the Pledged Collateral, will hold the Pledged Collateral free and clear of any Security Interest, other than all Liens (except for the security interest granted hereunder to the Collateral Agent for the ratable benefit of Holders of Notes and except for Liens for taxes not yet payable and except for Permitted Liens. Schedule 1 lists all Equity Interests in Soufun ), and Security Entitlements in respect has not made and will not make any other pledge, assignment, mortgage, hypothecation or transfer of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreement, all equity securities included in the Pledged Collateral except for Permitted Liens. (b) The Pledged Securities have been or, upon the Issue Date (assuming that the Confirmation Order has become a Final Order and the Approved Plan has become Effective), will be duly authorized and validly issued, issued and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On Upon delivery of physical certificates evidencing the date hereofPledged Securities to the Collateral Agent, and the continued possession thereof by the Collateral Agent, the Pledgor Collateral Agent will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities have a continuing perfected first priority security interest in the form of Certificated Pledged Securities, as identified under Schedule 1. Thereafter, to securing the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunderObligations. (d) When As of the Issue Date (assuming that the Confirmation Order has become a Final Order and the Approved Plan has become Effective), the Pledgor delivers will have the requisite corporate power and authority to pledge the Pledged Collateral in accordance herewith and will defend its title thereto against the claims of all certificates representing Pledged Securities in persons whomsoever and shall maintain and preserve the form of Certificated Securities security interest granted hereunder with respect to the Lender Pledged Collateral as long as this Pledge Agreement shall remain in full force and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfectedeffect, subject to no prior Security Interests the Permitted Liens. (e) Neither the execution and delivery of this Pledge Agreement by the Pledgor, the performance by the Pledgor of its obligations hereunder, nor the transactions herein contemplated will violate the Pledgor's or rights any Pledged Subsidiary's Certificate of othersIncorporation or bylaws, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) each as will be in suitable form for transfer by deliveryeffect as of the Issue Date (assuming that the Confirmation Order has become a Final Order and the Approved Plan has become Effective), violate the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Pledgor or any Pledged Subsidiary is a party, violate any law, order, rule or regulation applicable to the Pledgor or any Pledged Subsidiary of any court or any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Pledgor or any Pledged Subsidiary or their properties, or result in or require the creation or imposition of any Lien (other than the Lien contemplated hereby), upon or with respect to any of the property now owned or hereafter acquired by the Pledgor or any Pledged Subsidiary, which violation or conflict would have a material adverse effect on the financial condition, business, assets or liabilities of the Pledgor or any Pledged Subsidiary, taken as a whole, or on the value of the Pledged Collateral or on the security interests hereunder. (f) The Pledged Securities, described in Schedule A attached hereto, include all of the issued and outstanding shares of Capital Stock of the Pledged Subsidiaries, and, as of the date of execution hereof, there are no outstanding options, warrants or other rights to subscribe for or purchase any property described in Section 1(a) or any notes, bonds, debentures or other evidences of indebtedness that are at any time convertible into Capital Stock of the Pledged Subsidiaries or have or at any time could by their terms have voting rights with respect to any matters affecting the Pledged Subsidiaries. (g) Other than the occurrence of the Issue Date (assuming that the Confirmation Order has become a Final Order and the Approved Plan has become Effective), no consent or approval which has not been obtained prior to the date hereof of any other person or entity, no authorization, approval or other action (other than delivery of physical certificates evidencing the Pledged Securities) by, and no notice to or filing with, any governmental body (other than UCC filings), regulatory authority or securities exchange, was or is necessary as a condition to the validity of the pledge hereunder of the Pledged Collateral, and such pledge is effective to vest in the Collateral Agent the rights of the Collateral Agent in the Pledged Collateral as set forth herein. Except under the Indenture and this Pledge Agreement, there are no restrictions on the transferability of any of the Pledged Collateral transferred or delivered by the Pledgor hereunder or, except for restrictions related to federal and state securities laws governing the sale of "restricted stock" or "control stock," with respect to the foreclosure, transfer or disposition thereof by the Collateral Agent. (h) The Pledgor shall deliver to the Collateral Agent concurrently with the execution of this Pledge Agreement or, to the extent acquired subsequent to the date of execution hereof, immediately upon the Pledgor's acquisition thereof, all certificates and instruments representing the Pledged Securities, and each other item of Pledged Collateral (including all certificates, instruments and notes representing any such Pledged Collateral). Any and all Pledged Securities so delivered to the Collateral Agent shall be accompanied by undated duly executed powers in blank and by such other instruments of transfer or assignment documents as the Collateral Agent may reasonably request. The Collateral Agent shall hold the certificates representing the Pledged Securities delivered to it in blank, with signatures appropriately guaranteedits own name or in the name of its nominee, all in form and substance satisfactory to the Lender. (e) The Security Interest on all Collateral owned by the Pledgor (i) has been validly created, (ii) will attach to each item of such Collateral on the date of this Agreement (or, if the Pledgor first obtains rights thereto on a later date, on such later date) or, with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligations. (f) Agent. The Pledgor shallhereby acknowledges that the Collateral Agent may, within 10 business days following execution of this Agreement (or such later date as agreed to by the Lender, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register discretion, appoint one or more financial institutions to act as the Collateral Agent's agent in holding in custodial accounts instruments or other financial assets in which the Collateral Agent is granted a security interest hereunder, including, without limitation, certificates of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interest. (g) The Pledgor will promptly give to the Lender copies of any notices deposit and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereofinstruments evidencing short term obligations. (i) The Collateral Agent shall at all times have full and free access during normal business hours to all of the books, correspondence and records of the Pledgor authorizes relating to the Lender Pledged Collateral (other than information that is privileged and confidential) and the Collateral Agent and its representatives may examine the same, make abstracts therefrom and make photocopies thereof, and the Pledgor agrees to execute render to the Collateral Agent, at the Pledgor's costs and file expense, such financing statements or continuation statements in such jurisdictions with such descriptions of collateral clerical and other information set forth therein assistance as may be requested by the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant heretoCollateral Agent with regard thereto. (j) The Pledgor will shall not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, permit any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with Pledged Subsidiaries to issue any sale, lease or other disposition permitted under securities of the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from type required to be pledged hereunder unless such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute securities are promptly pledged and deliver delivered hereunder to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security InterestCollateral Agent in accordance with Section 2(h). (k) If, while this Pledge Agreement is in effect, any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation, exchange offer, tender offer or other change in the capital structure, including the creation of any subscription or other rights relating to the Pledged Securities, is declared or made, by any of the Pledged Subsidiaries or any other issuer of Pledged Collateral, all substituted and additional securities or interest issued with respect to the Pledged Collateral and evidenced by certificates shall be endorsed in blank by the Pledgor promptly upon receipt thereof or otherwise appropriately transferred to the Collateral Agent in negotiable form, and all certificates or instruments evidencing such securities shall be delivered to the Collateral Agent to be held under the terms of this Pledge Agreement in the same manner as, and as a part of, the Pledged Collateral. All Pledged Securities shall be evidenced by one or more certificates. Any securities that may be issued upon exercise of any subscription or other rights relating to the Pledged Securities shall be endorsed in blank and delivered to the Collateral Agent with any necessary powers. (l) The Pledgor willshall pay and discharge all taxes, assessments and governmental charges or levies against any Pledged Collateral prior to delinquency thereof and shall keep all Pledged Collateral free of all unpaid charges whatsoever, unless contested in good faith by appropriate proceedings, properly instituted and diligently conducted, and adequate reserves have been set aside in accordance with GAAP. (m) The Pledgor shall promptly upon requestnotify the Collateral Agent in writing of any material changes in any fact or circumstance represented or warranted by the Pledgor with respect to any material portion of the Pledged Collateral, provide of any impairment of the Pledged Collateral and of any claim, action or proceeding affecting title to all or any of the Pledged Collateral. (n) The chief executive offices and principal places of business of the Pledgor are located at 000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 and 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000. The Pledgor shall not relocate its principal place of business or chief executive office to another county or state or change its name, identity or corporate structure unless the Pledgor (i) gives at least thirty (30) days' prior written notice to the Lender all Collateral Agent, which notice shall specify such new name, identity, corporate structure or new location and provide such other information and evidence concerning as the Collateral that the Lender Agent may reasonably request from time and (ii) takes all action reasonably satisfactory to time the Collateral Agent to enable it maintain the security interest of the Collateral Agent in the Collateral. (o) Upon Pledgor acquiring or forming any subsidiary, the Pledgor shall amend Schedule A attached hereto to enforce the provisions include such subsidiary and such subsidiary shall thenceforth be treated hereunder for all purposes as a Pledged Subsidiary and all shares of this AgreementCapital Stock or other equity securities of such subsidiary issued to Pledgor shall be treated hereunder for all purposes as Pledged Collateral.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents and warrants to the Lender (as of the date hereofof execution hereof as to the Pledged Collateral existing on such date and as of the date of acquisition as to the Pledged Collateral acquired subsequently), covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good is the legal and marketable title to all beneficial owner of the Pledged Collateral, holds the Pledged Collateral free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited Liens (except for (i) the security interest granted hereunder to the Account required Trustee for the benefit of (A) first, the Holders of Notes, and (B) second, the holders of the Mortgage Notes, and (iii) Liens for taxes not yet payable), and has not made and will not make any other pledge, assignment, mortgage, hypothecation or transfer of the Pledged Collateral. The Pledged Securities are not subject to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreementany put, all equity securities included call, option or other right in the favor of any other person whatsoever. (b) The Pledged Securities have been duly authorized and validly issued, issued and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On Upon delivery of physical certificates evidencing the date hereofPledged Securities to the Trustee, the Pledgor Trustee will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities have a perfected first priority security interest in the form of Certificated Pledged Securities, as identified under Schedule 1. Thereafter, to securing the extent required under indefeasible payment and performance in full of the Note Purchase Agreement, Indenture obligations of the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunderPledgor. (d) When The Pledgor has the Pledgor delivers all certificates representing requisite corporate power and authority to pledge the Pledged Securities Collateral in the form manner hereby done or contemplated and will defend its title thereto against the lawful claims of Certificated Securities all persons whomsoever and shall maintain and preserve the security interest granted hereunder with respect to the Lender Pledged Collateral as long as this Pledge Agreement shall remain in full force and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lendereffect. (e) The Security Interest on all Collateral owned Neither the execution and delivery of this Pledge Agreement by the Pledgor, the performance by the Pledgor of its obligations hereunder, nor the transactions herein contemplated will (i) has been validly createdviolate the Pledgor's charter or bylaws, (ii) will attach violate the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to each item of such Collateral on the date of this Agreement (or, if which the Pledgor first obtains rights thereto on is a later dateparty, on such later dateincluding, without limitation, the Mortgage Notes Indenture and the Mortgage Notes Company Pledge Agreement, (iii) orviolate any law, order, rule or regulation applicable to the Pledgor or any court or any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Pledgor or its properties, or (iv) result in or require the creation or imposition of any Lien (other than the Lien contemplated hereby), upon or with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required the property now owned or hereafter acquired by the terms Pledgor, which violation or conflict would have a material adverse effect on the financial condition, business, assets or liabilities of the Note Purchase Agreement and (iii) when so attachedPledgor or on the value of the Pledged Collateral or a material adverse effect on the security interests hereunder; provided, will secure all that a foreclosure by the Trustee with respect to the Pledged Collateral may result in a "Change of Control" under the indenture relating to the 11 1/2% Senior Secured ObligationsNotes due 2002 of TransTexas Gas Corporation. (f) The Pledgor shall, within 10 business days following execution of this Agreement (or such later date as agreed to by the Lender, acting reasonably): (i) enter particulars Pledged Securities include 5,000,000 shares of the Security Interests created under this Agreement issued and outstanding shares of Capital Stock of TransTexas as described in its register of charges, as required by the BVI ActSchedule A attached hereto, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration as of the Security Interest created by this Agreement with the Registrar date of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved formexecution hereof, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreementthere are no outstanding options, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interest. (g) The Pledgor will promptly give to the Lender copies of any notices and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement warrants or other paper and take rights to subscribe for or purchase any other action that from time to time may be necessary property described in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(al(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereof. (i) The Pledgor authorizes the Lender to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral and other information set forth therein as the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto. (j) The Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide to the Lender all information and evidence concerning the Collateral that the Lender may reasonably request from time to time to enable it to enforce the provisions of this Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor Each of the Pledgors hereby represents and warrants to the Lender (as of the date hereofof execution hereof as to the Pledged Collateral existing on such date and as of the date of acquisition as to the Pledged Collateral acquired subsequently), covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good and marketable title to all As of the Issue Date (assuming that the Confirmation Order has become a Final Order and the Approved Plan has become Effective), each Pledgor will be the legal and beneficial owner of the Pledged Collateral, will hold the Pledged Collateral free and clear of any Security Interest, all Liens (except for the security interest granted hereunder to the Collateral Agent for the ratable benefit of Holders and except for Liens for taxes not yet payable and except for Permitted Liens (other than the Permitted Liens with respect to the Eligible Credit Facility)), and has not made and will not make any other pledge, assignment, mortgage, hypothecation or transfer of the Pledged Collateral except for Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreement, all equity securities included in the . (b) The Pledged Securities have been or, upon the Issue Date (assuming that the Confirmation Order has become a Final Order and the Approved Plan has become Effective), will be duly authorized and validly issued, issued and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On Upon delivery of physical certificates evidencing the date hereofPledged Securities to the Collateral Agent, and the continued possession thereof by the Collateral Agent, the Pledgor Collateral Agent will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities have a continuing perfected first priority security interest in the form of Certificated Pledged Securities, as identified under Schedule 1. Thereafter, to securing all of the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunderObligations. (d) When As of the Issue Date (assuming that the Confirmation Order has become a Final Order and the Approved Plan has become Effective), each Pledgor delivers will have the requisite corporate power and authority to pledge the Pledged Collateral in accordance herewith and will defend its title thereto against the claims of all certificates representing Pledged Securities in persons whomsoever and shall maintain and preserve the form of Certificated Securities security interest granted hereunder with respect to the Lender Pledged Collateral as long as this Subsidiary Pledge Agreement shall remain in full force and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfectedeffect, subject to the Permitted Liens. (e) Neither the execution and delivery of this Subsidiary Pledge Agreement by any Pledgor, the performance by each Pledgor of its obligations hereunder, nor the transactions herein contemplated will violate any Pledgor's or any Pledged Subsidiary's Certificate of Incorporation or bylaws, each as currently in effect as of the Issue Date (assuming that the Confirmation Order has become a Final Order and the Approved Plan has become Effective), violate the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Pledgor or any Pledged Subsidiary is a party, violate any law, order, rule or regulation applicable to any Pledgor or any Pledged Subsidiary of any court or any government, regulatory body or administrative agency or other governmental body having jurisdiction over any Pledgor or any Pledged Subsidiary or their properties, or result in or require the creation or imposition of any Lien (other than the Lien contemplated hereby), upon or with respect to any of the property now owned or hereafter acquired by any Pledgor or any Pledged Subsidiary, which violation or conflict would have a material adverse effect on the financial condition, business, assets or liabilities of any Pledgor or any Pledged Subsidiary, taken as a whole, or on the value of the Pledged Collateral or on the security interests hereunder. (f) Other than the occurrence of the Issue Date (assuming that the Confirmation Order has become a Final Order and the Approved Plan has become Effective), the Pledged Securities, described in Schedule A attached hereto, include all of the issued and outstanding shares of Capital Stock of the Pledged Subsidiaries, and, as of the date of execution hereof, there are no outstanding options, warrants or other rights to subscribe for or purchase any property described in Section 1(a) or any notes, bonds, debentures or other evidences of indebtedness that are at any time convertible into Capital Stock of the Pledged Subsidiaries or have or at any time could by their terms have voting rights with respect to any matters affecting the Pledged Subsidiaries. (g) Other than the occurrence of the Issue Date (assuming that the Confirmation Order has become a Final Order and the Approved Plan has become Effective), no consent or approval which has not been obtained prior Security Interests to the date hereof of any other person or entity, no authorization, approval or other action (other than delivery of physical certificates evidencing the Pledged Securities) by, and no notice to or filing with, any governmental body (other than UCC filings), regulatory authority or securities exchange, was or is necessary as a condition to the validity of the pledge hereunder of the Pledged Collateral, and such pledge is effective to vest in the Collateral Agent the rights of othersthe Collateral Agent in the Pledged Collateral as set forth herein. Except under the Indenture and this Pledge Agreement, there are no restrictions on the transferability of any of the Pledged Collateral transferred or delivered by any Pledgor hereunder or, except for restrictions related to federal and state securities laws governing the sale of "restricted stock" or "control stock," with respect to the foreclosure, transfer or disposition thereof by the Collateral Agent. (iih) Each Pledgor shall deliver to the Lender will have Control Collateral Agent concurrently with the execution of this Subsidiary Pledge Agreement or, to the extent acquired subsequent to the date of execution hereof, immediately upon such Certificated Pledgor's acquisition thereof, all certificates and instruments representing the Pledged Securities, and each other item of Pledged Collateral (including all certificates, instruments and notes representing any such Pledged Collateral). Any and all Pledged Securities and (iii) so delivered to the Lender will Collateral Agent shall be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by undated duly executed powers in blank and by such other instruments of transfer or assignment documents as the Collateral Agent may reasonably request. The Collateral Agent shall hold the certificates representing the Pledged Securities delivered to it in blank, with signatures appropriately guaranteedits own name or in the name of its nominee, all in form and substance satisfactory to the Lender. (e) The Security Interest on all Collateral owned by Agent. Each Pledgor hereby acknowledges that the Pledgor (i) has been validly createdCollateral Agent may, (ii) will attach to each item of such Collateral on the date of this Agreement (or, if the Pledgor first obtains rights thereto on a later date, on such later date) or, with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligations. (f) The Pledgor shall, within 10 business days following execution of this Agreement (or such later date as agreed to by the Lender, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register discretion, appoint one or more financial institutions to act as the Collateral Agent's agent in holding in custodial accounts instruments or other financial assets in which the Collateral Agent is granted a security interest hereunder, including, without limitation, certificates of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interest. (g) The Pledgor will promptly give to the Lender copies of any notices deposit and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereofinstruments evidencing short term obligations. (i) The Collateral Agent shall at all times have full and free access during normal business hours to all of the books, correspondence and records of each Pledgor authorizes relating to the Lender Pledged Collateral (other than information that is privileged and confidential) and the Collateral Agent and its representatives may examine the same, make abstracts therefrom and make photocopies thereof, and each Pledgor agrees to execute render to the Collateral Agent, at such Pledgor's costs and file expense, such financing statements or continuation statements in such jurisdictions with such descriptions of collateral clerical and other information set forth therein assistance as may be requested by the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant heretoCollateral Agent with regard thereto. (j) The No Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, shall permit any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with Pledged Subsidiaries to issue any sale, lease or other disposition permitted under securities of the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from type required to be pledged hereunder unless such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute securities are promptly pledged and deliver delivered hereunder to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security InterestCollateral Agent in accordance with Section 2(h). (k) The If, while this Subsidiary Pledge Agreement is in effect, any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation, exchange offer, tender offer or other change in the capital structure, including the creation of any subscription or other rights relating to the Pledged Securities, is declared or made, by any of the Pledged Subsidiaries or any other issuer of Pledged Collateral, all substituted and additional securities or interest issued with respect to the Pledged Collateral and evidenced by certificates shall be endorsed in blank by each Pledgor will, promptly upon request, provide receipt thereof or otherwise appropriately transferred to the Lender Collateral Agent in negotiable form, and all information and evidence concerning certificates or instruments evidencing such securities shall be delivered to the Collateral Agent to be held under the terms of this Subsidiary Pledge Agreement in the same manner as, and as a part of, the Pledged Collateral. All Pledged Securities shall be evidenced by one or more certificates. Any securities that may be issued upon exercise of any subscription or other rights relating to the Lender Pledged Securities shall be endorsed in blank and delivered to the Collateral Agent with any necessary powers. (l) Each Pledgor shall pay and discharge all taxes, assessments and governmental charges or levies against any Pledged Collateral prior to delinquency thereof and shall keep all Pledged Collateral free of all unpaid charges whatsoever, unless contested in good faith by appropriate proceedings properly instituted and diligently conducted and adequate reserves have been set aside in accordance with GAAP. (m) Each Pledgor shall promptly notify the Collateral Agent in writing of any material changes in any fact or circumstance represented or warranted by the Pledgor with respect to any material portion of the Pledged Collateral, of any impairment of the Pledged Collateral and of any claim, action or proceeding affecting title to all or any of the Pledged Collateral. (n) The chief executive offices and principal places of business of each Pledgor are located at 000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 and 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000. No Pledgor shall relocate its principal places of business or chief executive offices to another county or state or change its name, identity or corporate structure unless such Pledgor (i) gives at least thirty (30) days' prior written notice to the Collateral Agent, which notice shall specify such new name, identity, corporate structure or new location and provide such other information as the Collateral Agent may reasonably request from time and (ii) takes all action reasonably satisfactory to time the Collateral Agent to enable it maintain the security interest of the Collateral Agent in the Collateral. (o) Upon any Pledgor acquiring or forming any subsidiary, such Pledgor shall amend Schedule A attached hereto to enforce the provisions include such subsidiary and such subsidiary shall thenceforth be treated hereunder for all purposes as a Pledged Subsidiary and all shares of this AgreementCapital Stock or other equity securities of such subsidiary issued to such Pledgor shall be treated hereunder for all purposes as Pledged Collateral.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents hereby covenants, warrants and warrants to represents, for the Lender benefit of the Secured Party, as follows (the following representations and warranties shall be made as of the date hereof, of this Agreement and covenants with the Lenderas of each date when Pledged Securities are delivered to Secured Party hereunder, as follows:applicable): (a) The Pledgor has good and marketable title to all of the Collateral, Pledged Securities are free and clear of any Security Interestand all Liens, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription as created by this Agreement, all equity securities included in the . (b) The Pledged Securities have been duly authorized and are validly issued, and are fully paid and non-assessable. The Pledgor has not performed , and are subject to no options to purchase, or any acts that might prevent the Lender from enforcing similar rights or to any restrictions on transferability. (c) By virtue of the provisions execution and delivery of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After upon delivery to the date Secured Party of the Pledged Securities in accordance with this Agreement, no Collateral Secured Party will be have a valid and perfected, first priority security interest in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfectedCollateral, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before Liens of any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On the date hereof, the Pledgor will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereundernature whatsoever. (d) When Pledgor covenants, that for so long as this Agreement is in effect, Pledgor will defend the Pledgor delivers Collateral and the priority of Secured Party’s security interests therein, at its sole cost and expense, against the claims and demands of all certificates representing Pledged Securities in Persons at any time claiming the form of Certificated Securities to the Lender and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests same or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lenderany interest therein. (e) The Security Interest At its option, Secured Party may pay, for Pledgor’s account, any taxes (including documentary stamp taxes), liens, security interests, or other encumbrances at any time levied or placed on all Collateral owned the Collateral. Pledgor agrees to reimburse Secured Party on demand for any payment made or expense incurred by Secured Party pursuant to the Pledgor (i) has been validly createdforegoing authorization. Any such amount, (ii) will attach to each item of such Collateral on if not promptly paid upon demand therefor, shall accrue interest at the highest non-usurious rate permitted by applicable law from the date of this Agreement (oroutlay, if the Pledgor first obtains rights thereto on a later dateuntil paid, on such later date) or, with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligationsshall constitute an Obligation secured hereby. (f) The Pledgor shall, within 10 business days following execution of this Agreement (or such later date as agreed to by the Lender, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interest.[reserved] (g) The Pledgor will promptly give hereby authorizes Secured Party to the Lender copies of any notices prepare and file such financing statements, amendments and other communications received by it with respect documents and do such acts as Secured Party deems necessary in order to Security Entitlements establish and maintain valid, attached and perfected, first priority security interests in respect the Collateral in favor of Financial Assets credited to the Account Secured Party, for its own benefit and as to which the Pledgor is the Entitlement Holder. (h) agent for its Affiliates, free and clear of all Liens and claims and rights of third parties whatsoever. The Pledgor willhereby irrevocably authorize Secured Party at any time, and from time to time, at its expenseto file in any jurisdiction any initial financing statements, executeamendments, deliver, file continuations and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary documents in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality furtherance of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereof. (i) The Pledgor authorizes the Lender to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral and other information set forth therein as the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto. (j) The Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide to the Lender all information and evidence concerning the Collateral that the Lender may reasonably request from time to time to enable it to enforce the provisions of this Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor Each of the Pledgors hereby represents and warrants to the Lender (as of the date hereofof execution hereof as to the Pledged Collateral existing on such date and as of the date of acquisition as to the Pledged Collateral acquired subsequently), covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good and marketable title to all As of the Issue Date, each Pledgor will be the legal and beneficial owner of the Pledged Collateral, will hold the Pledged Collateral free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited Liens (except for the security interest granted hereunder to the Account required to be pledged to Collateral Agent for the Lender pursuant to ratable benefit of Holders and except for Liens for taxes not yet payable and except for Liens securing the Note Purchase Agreement on Eligible Credit Facility and the date hereof. Solely based on representations from Soufun under Existing Notes, and has not made and will not make any other pledge, assignment, mortgage, hypothecation or transfer of the Soufun Subscription Agreement, all equity securities included in Pledged Collateral except for Liens securing the Eligible Credit Facility and the Existing Notes. (b) The Pledged Securities have been or, upon the Issue Date will be duly authorized and validly issued, issued and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On Upon delivery of physical certificates evidencing the date hereofPledged Securities to the Collateral Agent, and the continued possession thereof by the Collateral Agent, or upon written acknowledgement, confirmation and agreement (a "Pledge Possession Agreement") by the Lender under the Eligible Credit Facility, the Pledgor will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required collateral agent under the Note Purchase Existing Notes or any other person who holds or has acquired possession of any such certificates, that such person is holding such certificates and related collateral for the Collateral Agent or holders of the Notes in connection with this Pledge Agreement, the Pledgor shall promptly deliver any other certificate representing Collateral Agent will have a Pledged Security continuing perfected security interest in the form Pledged Securities, securing all of a Certificated Security the Obligations, subject only to the Lender as Collateral hereunderNew Intercreditor Agreements. (d) When As of the Issue Date, each Pledgor delivers will have the requisite corporate power and authority to pledge the Pledged Collateral in accordance herewith and will defend its title thereto against the claims of all certificates representing Pledged Securities in persons whomsoever and shall maintain and preserve the form of Certificated Securities security interest granted hereunder with respect to the Lender Pledged Collateral as long as this Subsidiary Pledge Agreement shall remain in full force and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfectedeffect, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the LenderPermitted Liens. (e) The Security Interest on all Collateral owned Neither the execution and delivery of this Subsidiary Pledge Agreement by any Pledgor, the performance by each Pledgor of its obligations hereunder, nor the transactions herein contemplated will violate any Pledgor's or any Pledged Subsidiary's Certificate of Incorporation or bylaws, each as currently in effect as of the Issue Date, violate the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Pledgor or any Pledged Subsidiary is a party, violate any law, order, rule or regulation applicable to any Pledgor or any Pledged Subsidiary of any court or any government, regulatory body or administrative agency or other governmental body having jurisdiction over any Pledgor or any Pledged Subsidiary or their properties, or result in or require the creation or imposition of any Lien (i) has been validly createdother than the Lien contemplated hereby), (ii) will attach to each item of such Collateral on the date of this Agreement (or, if the Pledgor first obtains rights thereto on a later date, on such later date) or, upon or with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attachedproperty now owned or hereafter acquired by any Pledgor or any Pledged Subsidiary, will secure all which violation or conflict would have a material adverse effect on the Secured Obligationsfinancial condition, business, assets or liabilities of any Pledgor or any Pledged Subsidiary, taken as a whole, or on the value of the Pledged Collateral or on the security interests hereunder. (f) The Pledgor shall, within 10 business days following execution of this Agreement (or such later date as agreed to by Other than the Lender, acting reasonably): (i) enter particulars occurrence of the Security Interests created under this Agreement Issue Date, the Pledged Securities, described in its register Schedule A attached hereto, include all of chargesthe issued and outstanding shares of Capital Stock of the Pledged Subsidiaries, and, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar date of Corporate Affairs execution hereof, there are no outstanding options, warrants or other rights to subscribe for or purchase any property described in Section 1(a) or any notes, bonds, debentures or other evidences of indebtedness that are at any time convertible into Capital Stock of the British Virgin Islands pursuant Pledged Subsidiaries or have or at any time could by their terms have voting rights with respect to Section 163 of any matters affecting the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security InterestPledged Subsidiaries. (g) The Pledgor will promptly give Other than the occurrence of the Issue Date, no consent or approval which has not been obtained prior to the Lender copies date hereof of any notices other person or entity, no authorization, approval or other action (other than delivery of physical certificates evidencing the Pledged Securities or the execution and delivery of a Pledge Possession Agreement, as the case may be) by, and no notice to or filing with, any governmental body (other communications received by it with respect to Security Entitlements in respect of Financial Assets credited than UCC filings), regulatory authority or securities exchange, was or is necessary as a condition to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control validity of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality pledge hereunder of the foregoingPledged Collateral, with respect and such pledge is effective to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereof. (i) The Pledgor authorizes the Lender to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral and other information set forth therein as the Lender may deem necessary or desirable for the purposes set forth vest in the preceding sentence. The Pledgor will pay Collateral Agent the costs of, or incidental to, any recording or filing rights of any financing or continuation statements or other documents recorded or filed pursuant hereto. (j) The Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide to the Lender all information and evidence concerning the Collateral that the Lender may reasonably request from time to time to enable it to enforce the provisions of this Agreement.the

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents and warrants to the Lender as of the date hereofwarrants, covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good is, and marketable title as to all Pledged Collateral acquired by it from time to time after the date hereof, will be, the sole legal and beneficial owner of the Pledged Collateral, and holds, or will hold, the Pledged Collateral free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited Liens (except for the security interest granted hereunder to the Account required to be pledged to Trustees for the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreementbenefit of Holders), all equity securities included in and has not made and will not make any other pledge, assignment, mortgage, hypothecation or transfer of the Pledged Collateral. The Pledged Securities are not subject to any put, call, option or other right in favor of any other person whatsoever. (b) The Pledged Securities which are shares of stock have been duly authorized and validly issued, issued and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On Except as set forth below, upon delivery of the date hereof, certificates evidencing the Pledgor will deliver Pledged Securities to the Lender Collateral Agent and so long as the Collateral hereunder all Agent maintains possession of such certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, pursuant to the extent required under the Note Purchase this Pledge Agreement, the Pledgor shall promptly deliver any other certificate representing Trustee will have a valid and perfected first priority security interest in the Pledged Securities. In the case of a Pledged Security which represents an interest in a partnership, upon filing of a UCC-1 financing statement in the form appropriate jurisdiction in connection with such interest, and upon delivery of the certificate evidencing such interest and so long as the Collateral Agent maintains possession of such certificate, the Collateral Agent will have a Certificated Security to valid and perfected first priority security interest in such Pledged Security, which together with the Lender as Collateral hereundersecurity interest in the other Pledged Securities will secure the payment and performance in full of the Indenture Obligations. (d) When The Pledgor has the Pledgor delivers all certificates representing valid right and legal authority to pledge the Pledged Securities Collateral in the form manner hereby done or contemplated and will defend its title thereto against the claims of Certificated Securities all persons whomsoever and shall maintain and preserve the security interest granted hereunder with respect to the Lender Pledged Collateral as long as this Pledge Agreement shall remain in full force and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lendereffect. (e) The Security Interest on all Collateral owned Neither the execution and delivery of this Pledge Agreement by the Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) has been validly createdviolate the Pledgor's or the Pledged Subsidiary's, charter or bylaws, (ii) will attach violate the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to each item which the Pledgor or the Pledged Subsidiary, is a party, or by which any of such Collateral them may be bound or to which any of their properties or assets may be subject, which violation or conflict would have a material adverse effect on the date financial condition, business, assets or liabilities of this Agreement (or, if the Pledgor first obtains rights thereto and the Pledged Subsidiary taken as a whole, or on the value of the Pledged Collateral or a later datematerial adverse effect on the security interests hereunder, on such later dateor (iii) orconflict with any law, order, rule or regulation applicable to the Pledgor or the Pledged Subsidiary, of any court or any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Pledgor or the Pledged Subsidiary, or its or their Properties, or (iv) result in or require the creation or imposition of any Lien (other than the Lien contemplated hereby), upon or with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required the property now owned or hereafter acquired by the terms Pledgor or the Pledged Subsidiary, which violation or conflict would have a material adverse effect on the financial condition, business, assets or liabilities of the Note Purchase Agreement Pledgor and (iii) when so attachedthe Pledged Subsidiary taken as a whole, will secure all or on the Secured Obligationsvalue of the Pledged Collateral or a material adverse effect on the security interests hereunder. (f) The Pledgor shallPledged Securities, within 10 business days following execution as described in Schedule A attached hereto, include all of this Agreement (the issued and outstanding Equity Interests of the Pledged Subsidiary as of the date hereof, and all outstanding options, warrants, calls, commitments of any character whatsoever or such later date as agreed other rights to by the Lendersubscribe for or purchase any property described in subsection 2(a) or any notes, acting reasonably): bonds, debentures or other evidences of indebtedness that (i) enter particulars are at any time convertible into Equity Interests of the Security Interests created under this Agreement in its register of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and Pledged Subsidiary or (ii) effect registration have or at any time could by their terms have voting rights with respect to any matters affecting the Pledged Subsidiary. There is no Indebtedness owed to the Pledgor by the Pledged Subsidiary as of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved formdate hereof, and provide written confirmation Schedule B is accordingly blank. (g) No consent or approval which has not been obtained prior to the Lender that such filing has been made. Except for the procedures described above date hereof of any other person or entity and the performance of the obligations by Soufun under the Registration Rights Agreementno authorization, approval or other action by, and no registration, recordation notice to or filing with any governmental body, agency regulatory authority or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement securities exchange, was or is necessary for as a condition to the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement pledge hereunder of the Security Interest. (g) The Pledgor will promptly give Pledged Collateral, and such pledge is effective to vest in the Lender copies Trustee the rights of any notices and other communications received by it with respect to Security Entitlements the Trustee in respect of Financial Assets credited to the Account Pledged Collateral as to which the Pledgor is the Entitlement Holderset forth herein. (h) The Pledgor will, from time shall deliver to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to the Trustee concurrently with the execution of this Pledge Agreement: (i) createall certificates and instruments representing the Pledged Securities described in Schedule A, preserve or perfect the Security Interest, and (ii) cause each other item of Pledged Collateral (including all certificates, instruments, notes and writings representing or evidencing any such Pledged Collateral) immediately upon the Lender Pledgor's acquisition thereof. Any and all Pledged Securities delivered to the Trustee shall be accompanied by undated duly executed stock powers in blank and by such other instruments of transfer or documents as the Trustee may reasonably request. The Trustee shall have Control of the Collateral right (in its discretion) to hold the certificates representing the Pledged Securities in its own name or (iii) enable in the Lender to exercise and enforce any name of its rightsnominee, powers all in form and remedies with respect substance sufficient to make effective the pledge hereunder and otherwise satisfactory to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereofTrustee. (i) The Upon reasonable request to the Pledgor, the Trustee shall have full and free access during normal business hours to all of the books, correspondence and records of the Pledgor authorizes relating to the Lender Pledged Collateral, and the Trustee and its representatives may examine the same, take extracts therefrom and make photocopies thereof, and the Pledgor agrees to execute render to the Trustee, at the Pledgor's cost and file expense, such financing statements or continuation statements in such jurisdictions with such descriptions of collateral clerical and other information set forth therein assistance as may be reasonably requested by the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant heretoTrustee with regard thereto. (j) The Pledgor will not sell, lease, exchange, assign comply in all material respects with all requirements of law applicable to the Pledged Collateral or otherwise dispose of, or grant any option with respect to, part thereof and use its best efforts to obtain all approvals as may be required to effect any of its Collateral, except as permitted under the Note Purchase granting clauses of this Pledge Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor willshall not permit the Pledged Subsidiary to issue to the Pledgor or any of its Affiliates (other than a Restricted Subsidiary) any securities of the type required to be pledged hereunder unless such securities are promptly pledged and delivered hereunder to the Trustee in accordance with Section 1. In addition, the Pledgor shall not permit the Pledged Subsidiary to issue any securities of the type required to be pledged hereunder unless such issuance is made in compliance with the terms of the Indenture. (l) If, while this Pledge Agreement is in effect, any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation, exchange offer, tender offer or other change in the capital structure, including the creation of any subscription or other rights or other Pledged Securities, is declared or made, or proposed to be declared or made, by the Pledged Subsidiary, all substituted and additional securities or interest issued with respect to the Pledged Collateral and evidenced by certificates shall be endorsed in blank by the Pledgor promptly upon request, provide receipt thereof or otherwise appropriately transferred to the Lender Trustee in negotiable form, and all certificates or instruments evidencing such securities shall be delivered to the Trustee to be held under the terms of this Pledge Agreement in the same manner as, and as a part of, the Pledged Collateral. All Pledged Securities shall be evidenced by one or more certificates. Any securities that may be issued upon exercise of any subscription or other rights relating to the Pledged Securities shall be endorsed in blank and delivered to the Trustee with any necessary powers. (m) The Pledgor shall pay and discharge all taxes, assessments and governmental charges or levies against any Pledged Collateral prior to delinquency thereof and shall keep all Pledged Collateral free of all unpaid charges whatsoever, unless contested in good faith and appropriate reserves have been set aside in accordance with GAAP. (n) The Pledgor has, independently and without reliance on the Trustee and/or any Holder and based on such documents and information as it deemed appropriate, made its own credit analysis and evidence concerning decision to enter into this Pledge Agreement. (o) In the Collateral event that the Lender may reasonably Trustee desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Pledge Agreement and determines it necessary to obtain any approvals therefor, then, upon the request of the Trustee, the Pledgor agrees to use its best efforts to assist and aid the Trustee to obtain as soon as possible any necessary approvals for the exercise of any such remedies, rights and powers. (p) The Pledgor has delivered to the Trustee a duly executed acknowledgment from time the Pledged Subsidiary acknowledging the registration on its books and records of the pledge of the Pledged Securities pursuant to time to enable it to enforce the provisions of this Agreement. (q) There are no voting trusts or other agreements or understandings to which Pledgor is a party or by which it may be bound with respect to voting, managerial consent, election or other rights of Pledgor relating to the Pledged Securities. (r) The principal place of business and chief executive office of Pledgor and the office where Pledgor keeps its records concerning the Pledged Collateral shall be [c/o Safeguard International Fund, L.P., 800 The Safeguard Building, 000 Xxxxx Xxxx Xxxxx, Xxxxx, Pennsylvania 19087].

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents and warrants to the Lender as of the date hereofwarrants, covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good is, and marketable title as to all Pledged Collateral acquired by it from time to time after the date hereof, will be, the sole legal and beneficial owner of the Pledged Collateral, and holds, or will hold, the Pledged Collateral free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited Liens (except for the security interest granted hereunder to the Account required to be pledged to Trustees for the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreementbenefit of Holders), all equity securities included in and has not made and will not make any other pledge, assignment, mortgage, hypothecation or transfer of the Pledged Collateral. The Pledged Securities are not subject to any put, call, option or other right in favor of any other person whatsoever. (b) The Pledged Securities which are shares of stock have been duly authorized and validly issued, issued and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On Except as set forth below, upon delivery of the date hereof, certificates evidencing the Pledgor will deliver Pledged Securities to the Lender Collateral Agent and so long as the Collateral hereunder all Agent maintains possession of such certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, pursuant to the extent required under the Note Purchase this Pledge Agreement, the Pledgor shall promptly deliver any other certificate representing Trustee will have a valid and perfected first priority security interest in the Pledged Securities. In the case of a Pledged Security which represents an interest in a partnership, upon filing of a UCC-1 financing statement in the form appropriate jurisdiction in connection with such interest, and upon delivery of the certificate evidencing such interest and so long as the Collateral Agent maintains possession of such certificate, the Collateral Agent will have a Certificated Security to valid and perfected first priority security interest in such Pledged Security, which together with the Lender as Collateral hereundersecurity interest in the other Pledged Securities will secure the payment and performance in full of the Indenture Obligations. (d) When The Pledgor has the Pledgor delivers all certificates representing valid right and legal authority to pledge the Pledged Securities Collateral in the form manner hereby done or contemplated and will defend its title thereto against the claims of Certificated Securities all persons whomsoever and shall maintain and preserve the security interest granted hereunder with respect to the Lender Pledged Collateral as long as this Pledge Agreement shall remain in full force and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lendereffect. (e) The Security Interest on all Collateral owned Neither the execution and delivery of this Pledge Agreement by the Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) has been validly createdviolate the Pledgor's or the Pledged Subsidiary's, charter or bylaws, (ii) will attach violate the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to each item which the Pledgor or the Pledged Subsidiary, is a party, or by which any of such Collateral them may be bound or to which any of their properties or assets may be subject, which violation or conflict would have a material adverse effect on the date financial condition, business, assets or liabilities of this Agreement (or, if the Pledgor first obtains rights thereto and the Pledged Subsidiary taken as a whole, or on the value of the Pledged Collateral or a later datematerial adverse effect on the security interests hereunder, on such later dateor (iii) orconflict with any law, order, rule or regulation applicable to the Pledgor or the Pledged Subsidiary, of any court or any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Pledgor or the Pledged Subsidiary, or its or their Properties, or (iv) result in or require the creation or imposition of any Lien (other than the Lien contemplated hereby), upon or with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required the property now owned or hereafter acquired by the terms Pledgor or the Pledged Subsidiary, which violation or conflict would have a material adverse effect on the financial condition, business, assets or liabilities of the Note Purchase Agreement Pledgor and (iii) when so attachedthe Pledged Subsidiary taken as a whole, will secure all or on the Secured Obligationsvalue of the Pledged Collateral or a material adverse effect on the security interests hereunder. (f) The Pledgor shallPledged Securities, within 10 business days following execution as described in Schedule A attached hereto, include all of this Agreement (the issued and outstanding Equity Interests of the Pledged Subsidiary as of the date hereof, and all outstanding options, warrants, calls, commitments of any character whatsoever or such later date as agreed other rights to by the Lendersubscribe for or purchase any property described in subsection 2(a) or any notes, acting reasonably): bonds, debentures or other evidences of indebtedness that (i) enter particulars are at any time convertible into Equity Interests of the Security Interests created under this Agreement in its register of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and Pledged Subsidiary or (ii) effect registration have or at any time could by their terms have voting rights with respect to any matters affecting the Pledged Subsidiary. There is no Indebtedness owed to the Pledgor by the Pledged Subsidiary as of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved formdate hereof, and provide written confirmation Schedule B is accordingly blank. (g) No consent or approval which has not been obtained prior to the Lender that such filing has been made. Except for the procedures described above date hereof of any other person or entity and the performance of the obligations by Soufun under the Registration Rights Agreementno authorization, approval or other action by, and no registration, recordation notice to or filing with any governmental body, agency regulatory authority or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement securities exchange, was or is necessary for as a condition to the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement pledge hereunder of the Security Interest. (g) The Pledgor will promptly give Pledged Collateral, and such pledge is effective to vest in the Lender copies Trustee the rights of any notices and other communications received by it with respect to Security Entitlements the Trustee in respect of Financial Assets credited to the Account Pledged Collateral as to which the Pledgor is the Entitlement Holderset forth herein. (h) The Pledgor will, from time shall deliver to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to the Trustee concurrently with the execution of this Pledge Agreement: (i) createall certificates and instruments representing the Pledged Securities described in Schedule A, preserve or perfect the Security Interest, and (ii) cause each other item of Pledged Collateral (including all certificates, instruments, notes and writings representing or evidencing any such Pledged Collateral) immediately upon the Lender Pledgor's acquisition thereof. Any and all Pledged Securities delivered to the Trustee shall be accompanied by undated duly executed stock powers in blank and by such other instruments of transfer or documents as the Trustee may reasonably request. The Trustee shall have Control of the Collateral right (in its discretion) to hold the certificates representing the Pledged Securities in its own name or (iii) enable in the Lender to exercise and enforce any name of its rightsnominee, powers all in form and remedies with respect substance sufficient to make effective the pledge hereunder and otherwise satisfactory to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereofTrustee. (i) The Upon reasonable request to the Pledgor, the Trustee shall have full and free access during normal business hours to all of the books, correspondence and records of the Pledgor authorizes relating to the Lender Pledged Collateral, and the Trustee and its representatives may examine the same, take extracts therefrom and make photocopies thereof, and the Pledgor agrees to execute render to the Trustee, at the Pledgor's cost and file expense, such financing statements or continuation statements in such jurisdictions with such descriptions of collateral clerical and other information set forth therein assistance as may be reasonably requested by the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant heretoTrustee with regard thereto. (j) The Pledgor will not sell, lease, exchange, assign comply in all material respects with all requirements of law applicable to the Pledged Collateral or otherwise dispose of, or grant any option with respect to, part thereof and use its best efforts to obtain all approvals as may be required to effect any of its Collateral, except as permitted under the Note Purchase granting clauses of this Pledge Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor willshall not permit the Pledged Subsidiary to issue to the Pledgor or any of its Affiliates (other than a Restricted Subsidiary) any securities of the type required to be pledged hereunder unless such securities are promptly pledged and delivered hereunder to the Trustee in accordance with Section 1. In addition, the Pledgor shall not permit the Pledged Subsidiary to issue any securities of the type required to be pledged hereunder unless such issuance is made in compliance with the terms of the Indenture. (l) If, while this Pledge Agreement is in effect, any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation, exchange offer, tender offer or other change in the capital structure, including the creation of any subscription or other rights or other Pledged Securities, is declared or made, or proposed to be declared or made, by the Pledged Subsidiary, all substituted and additional securities or interest issued with respect to the Pledged Collateral and evidenced by certificates shall be endorsed in blank by the Pledgor promptly upon request, provide receipt thereof or otherwise appropriately transferred to the Lender Trustee in negotiable form, and all certificates or instruments evidencing such securities shall be delivered to the Trustee to be held under the terms of this Pledge Agreement in the same manner as, and as a part of, the Pledged Collateral. All Pledged Securities shall be evidenced by one or more certificates. Any securities that may be issued upon exercise of any subscription or other rights relating to the Pledged Securities shall be endorsed in blank and delivered to the Trustee with any necessary powers. (m) The Pledgor shall pay and discharge all taxes, assessments and governmental charges or levies against any Pledged Collateral prior to delinquency thereof and shall keep all Pledged Collateral free of all unpaid charges whatsoever, unless contested in good faith and appropriate reserves have been set aside in accordance with GAAP. (n) The Pledgor has, independently and without reliance on the Trustee and/or any Holder and based on such documents and information as it deemed appropriate, made its own credit analysis and evidence concerning decision to enter into this Pledge Agreement. (o) In the Collateral event that the Lender may reasonably Trustee desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Pledge Agreement and determines it necessary to obtain any approvals therefor, then, upon the request of the Trustee, the Pledgor agrees to use its best efforts to assist and aid the Trustee to obtain as soon as possible any necessary approvals for the exercise of any such remedies, rights and powers. (p) The Pledgor has delivered to the Trustee a duly executed acknowledgment from time the Pledged Subsidiary acknowledging the registration on its books and records of the pledge of the Pledged Securities pursuant to time to enable it to enforce the provisions of this Agreement. (q) There are no voting trusts or other agreements or understandings to which Pledgor is a party or by which it may be bound with respect to voting, managerial consent, election or other rights of Pledgor relating to the Pledged Securities. (r) The principal place of business and chief executive office of Pledgor and the office where Pledgor keeps its records concerning the Pledged Collateral shall be [c/o Safeguard International Fund, L.P., 800 The Safeguard Building, 435 Dexxx Xxxx Xxxxx, Xxxxx, Xxxxxxxxxxxx 00000].

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor represents and hereby represents, warrants to the Lender as of the date hereof, and covenants with the Lender, as follows: (ai) The Except for the security interest and pledge hereunder (1) the Pledgor has good is the sole legal and marketable title to all beneficial owner of the Collateral, Pledged Securities and holds the Pledged Securities free and clear of any Security Interestlien, security interest, encumbrance or restriction on transfer (in the case of restrictions on transfer, except as may be imposed by any state or local governmental authorities), (2) except as provided in the Articles of Incorporation of Radio 1440, there are no restrictions upon the voting rights of any of the Pledged Securities (other than Permitted Liens. Schedule 1 lists as may be imposed by any state or local governmental authorities), and (3) the Pledgor has all Equity Interests in Soufun requisite power and Security Entitlements in respect of Equity Interests in Soufun credited authority to enter into this Pledge Agreement and to pledge the Pledged Securities to the Account required to Pledgee hereunder free of any encumbrances. (ii) The Pledgor shall promptly pay any and all taxes, assessments and governmental charges upon the Pledged Securities pledged by the Pledgor hereunder when due other than those contested in good faith by appropriate proceedings for which adequate funds for the payment thereof shall have been set aside. (iii) The Pledgor shall not sell or otherwise assign, transfer or dispose of the Pledged Securities or any interest therein during such time as they shall be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreement, all equity securities included in Pledgee as contemplated hereby. (iv) The Pledgor shall keep the Pledged Securities have been free from any lien, security interest or encumbrance except for that which is provided hereby and shall take such actions reasonably necessary to protect such Pledged Securities against all claims and demands of all persons at any time claiming any interest therein. (v) The Pledged Securities are duly authorized and validly issued, and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent nonassessable and each certificate or instrument evidencing the Lender from enforcing any Pledged Securities is issued in the name of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the AccountPledgor. (bvi) The Account shall be a Pledged Securities Account. Subject to represent, and the execution Pledgor is the legal and beneficial holder of, all of the Account Control Agreement by the parties thereto issued and so long as any Financial Asset underlying any Security Entitlement owned outstanding shares of Radio 1440. (vii) The execution and delivery of, and performance by the Pledgor is credited to the Accountof its obligations under, (i) the Security Interest in such Security Entitlement this Pledge Agreement will be perfectednot violate any provisions of law, subject to no prior Security Interest any order, judgment or rights decree of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien any court or other theoryagency of government, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Accountincluding, without limitation, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On the date hereof, the Pledgor will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunder. (d) When the Pledgor delivers all certificates representing Pledged Securities in the form of Certificated Securities to the Lender and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by deliveryFCC, or accompanied by duly executed instruments of transfer any indenture, agreement or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lender. (e) The Security Interest on all Collateral owned by the Pledgor (i) has been validly created, (ii) will attach to each item of such Collateral on the date of this Agreement (or, if the Pledgor first obtains rights thereto on a later date, on such later date) or, with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligations. (f) The Pledgor shall, within 10 business days following execution of this Agreement (or such later date as agreed to by the Lender, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interest. (g) The Pledgor will promptly give to the Lender copies of any notices and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as instrument to which the Pledgor is a party or by which the Entitlement HolderPledgor is bound, or constitute (with due notice or lapse of time or both) a default under, or except as may be permitted under this Pledge Agreement, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Pledgor pursuant to, any such indenture, agreement or instrument. (hviii) Upon delivery to the Pledgee of the certificates evidencing the Pledged Securities, the lien granted pursuant to this Pledge Agreement will constitute a valid, perfected first priority lien on the Pledged Securities, enforceable as such against all creditors of the Pledgor and any persons or entities purporting to purchase any of the Pledged Securities from the Pledgor. (ix) The Pledgor will, from time has delivered to time, at its expense, execute, deliver, file Pledgee accurate and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control complete copies of the Collateral or (iii) enable the Lender to exercise Certificate of Formation and enforce any of its rights, powers Operating Agreement and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereof. (i) The Pledgor authorizes the Lender to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral and other information set forth therein as the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or all other documents recorded or filed pursuant hereto. (j) The Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide to the Lender all information and evidence concerning the Collateral that the Lender may reasonably request from time to time to enable it to enforce the provisions organization, capitalization and governance of this AgreementRadio 1440.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents and warrants to the Lender (as of the date hereofof execution hereof as to the Pledged Collateral existing on such date and as of the date of acquisition as to the Pledged Collateral acquired subsequently), covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good and marketable title to all As of the Issue Date, the Pledgor will be the legal and beneficial owner of the Pledged Collateral, will hold the Pledged Collateral free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited Liens (except for the security interest granted hereunder to the Account required to be pledged to Collateral Agent for the Lender pursuant to ratable benefit of Holders of Notes and except for taxes not yet payable and except for Liens securing the Note Purchase Agreement on Eligible Credit Facility and the date hereof. Solely based on representations from Soufun under Existing Notes), and has not made and will not make any other pledge, assignment, mortgage, hypothecation or transfer of the Soufun Subscription Agreement, all equity securities included in Pledged Collateral except for Liens securing the Eligible Credit Facility and the Existing Notes. (b) The Pledged Securities have been or, upon the Issue Date, will be duly authorized and validly issued, issued and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreement. (c) On Upon delivery of physical certificates evidencing the date hereofPledged Securities to the Collateral Agent, and the continued possession thereof by the Collateral Agent, or upon written acknowledgement, confirmation and agreement (a "Pledge Possession Agreement") by the Lender under the Eligible Credit Facility, the Pledgor will deliver to the Lender as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required collateral agent under the Note Purchase Existing Notes or any other person who holds or has acquired possession of any such certificates, that such person is holding such certificates and related collateral for the Collateral Agent or holders of the Notes in connection with this Pledge Agreement, the Pledgor shall promptly deliver any other certificate representing Collateral Agent will have a Pledged Security continuing perfected security interest in the form of a Certificated Security Pledged Securities, securing the Obligations, subject only to the Lender as Collateral hereunderNew Intercreditor Agreements. (d) When As of the Issue Date, the Pledgor delivers will have the requisite corporate power and authority to pledge the Pledged Collateral in accordance herewith and will defend its title thereto against the claims of all certificates representing Pledged Securities in persons whomsoever and shall maintain and preserve the form of Certificated Securities security interest granted hereunder with respect to the Lender Pledged Collateral as long as this Pledge Agreement shall remain in full force and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfectedeffect, subject to no prior Security Interests the Permitted Liens. (e) Neither the execution and delivery of this Pledge Agreement by the Pledgor, the performance by the Pledgor of its obligations hereunder, nor the transactions herein contemplated will violate the Pledgor's or rights any Pledged Subsidiary's Certificate of othersIncorporation or bylaws, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) each as will be in suitable form for transfer by deliveryeffect as of the Issue Date, violate the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Pledgor or any Pledged Subsidiary is a party, violate any law, order, rule or regulation applicable to the Pledgor or any Pledged Subsidiary of any court or any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Pledgor or any Pledged Subsidiary or their properties, or result in or require the creation or imposition of any Lien (other than the Lien contemplated hereby), upon or with respect to any of the property now owned or hereafter acquired by the Pledgor or any Pledged Subsidiary, which violation or conflict would have a material adverse effect on the financial condition, business, assets or liabilities of the Pledgor or any Pledged Subsidiary, taken as a whole, or on the value of the Pledged Collateral or on the security interests hereunder. (f) The Pledged Securities, described in Schedule A attached hereto, include all of the issued and outstanding shares of Capital Stock of the Pledged Subsidiaries, and, as of the date of execution hereof, there are no outstanding options, warrants or other rights to subscribe for or purchase any property described in Section 1(a) or any notes, bonds, debentures or other evidences of indebtedness that are at any time convertible into Capital Stock of the Pledged Subsidiaries or have or at any time could by their terms have voting rights with respect to any matters affecting the Pledged Subsidiaries. (g) Other than the occurrence of the Issue Date, no consent or approval which has not been obtained prior to the date hereof of any other person or entity, no authorization, approval or other action (other than delivery of physical certificates evidencing the Pledged Securities or the execution and delivery of a Pledge Possession Agreement, as the case may be) by, and no notice to or filing with, any governmental body (other than UCC filings), regulatory authority or securities exchange, was or is necessary as a condition to the validity of the pledge hereunder of the Pledged Collateral, and such pledge is effective to vest in the Collateral Agent the rights of the Collateral Agent in the Pledged Collateral as set forth herein. Except under the Indenture and this Pledge Agreement, there are no restrictions on the transferability of any of the Pledged Collateral transferred or delivered by the Pledgor hereunder or, except for restrictions related to federal and state securities laws governing the sale of "restricted stock" or "control stock," with respect to the foreclosure, transfer or disposition thereof by the Collateral Agent. (h) The Pledgor shall deliver to the Collateral Agent concurrently with the execution of this Pledge Agreement or, to the extent acquired subsequent to the date of execution hereof, immediately upon the Pledgor's acquisition thereof, all certificates and instruments representing the Pledged Securities, and each other item of Pledged Collateral (including all certificates, instruments and notes representing any such Pledged Collateral), or an executed Pledge Possession Agreement, in form and substance satisfactory to the Collateral Agent, as the case may be. Any and all Pledged Securities so delivered to the Collateral Agent shall be accompanied by undated duly executed powers in blank and by such other instruments of transfer or assignment documents as the Collateral Agent may reasonably request. The Collateral Agent shall hold the certificates representing the Pledged Securities delivered to it in blank, with signatures appropriately guaranteedits own name or in the name of its nominee, all in form and substance satisfactory to the Lender. (e) The Security Interest on all Collateral owned by the Pledgor (i) has been validly created, (ii) will attach to each item of such Collateral on the date of this Agreement (or, if the Pledgor first obtains rights thereto on a later date, on such later date) or, with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligations. (f) Agent. The Pledgor shallhereby acknowledges that the Collateral Agent may, within 10 business days following execution of this Agreement (or such later date as agreed to by the Lender, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register discretion, appoint one or more financial institutions to act as the Collateral Agent's agent in holding in custodial accounts instruments or other financial assets in which the Collateral Agent is granted a security interest hereunder, including, without limitation, certificates of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interest. (g) The Pledgor will promptly give to the Lender copies of any notices deposit and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereofinstruments evidencing short term obligations. (i) The Collateral Agent shall at all times have full and free access during normal business hours to all of the books, correspondence and records of the Pledgor authorizes relating to the Lender Pledged Collateral (other than information that is privileged and confidential) and the Collateral Agent and its representatives may examine the same, make abstracts therefrom and make photocopies thereof, and the Pledgor agrees to execute render to the Collateral Agent, at the Pledgor's costs and file expense, such financing statements or continuation statements in such jurisdictions with such descriptions of collateral clerical and other information set forth therein assistance as may be requested by the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant heretoCollateral Agent with regard thereto. (j) The Pledgor will shall not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, permit any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with Pledged Subsidiaries to issue any sale, lease or other disposition permitted under securities of the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from type required to be pledged hereunder unless such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute securities are promptly pledged and deliver delivered hereunder to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security InterestCollateral Agent in accordance with Section 2(h). (k) If, while this Pledge Agreement is in effect, subject to the terms and conditions of Section 2(c), any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation, exchange offer, tender offer or other change in the capital structure, including the creation of any subscription or other rights relating to the Pledged Securities, is declared or made, by any of the Pledged Subsidiaries or any other issuer of Pledged Collateral, all substituted and additional securities or interest issued with respect to the Pledged Collateral and evidenced by certificates shall be endorsed in blank by the Pledgor promptly upon receipt thereof or otherwise appropriately transferred to the Collateral Agent in negotiable form, and all certificates or instruments evidencing such securities shall be delivered to the Collateral Agent to be held under the terms of this Pledge Agreement in the same manner as, and as a part of, the Pledged Collateral. All Pledged Securities shall be evidenced by one or more certificates. Any securities that may be issued upon exercise of any subscription or other rights relating to the Pledged Securities shall be endorsed in blank and delivered to the Collateral Agent with any necessary powers. (l) The Pledgor willshall pay and discharge all taxes, assessments and governmental charges or levies against any Pledged Collateral prior to delinquency thereof and shall keep all Pledged Collateral free of all unpaid charges whatsoever, unless contested in good faith by appropriate proceedings, properly instituted and diligently conducted, and adequate reserves have been set aside in accordance with GAAP. (m) The Pledgor shall promptly upon requestnotify the Collateral Agent in writing of any material changes in any fact or circumstance represented or warranted by the Pledgor with respect to any material portion of the Pledged Collateral, provide of any impairment of the Pledged Collateral and of any claim, action or proceeding affecting title to all or any of the Pledged Collateral. (n) The chief executive office and principal place of business of the Pledgor is located at 000 Xxxxxx Xxxx, Elmsford, New York 10523. The Pledgor shall not relocate its principal place of business or chief executive office to another county or state or change its name, identity or corporate structure unless the Pledgor (i) gives at least thirty (30) days' prior written notice to the Lender all Collateral Agent, which notice shall specify such new name, identity, corporate structure or new location and provide such other information and evidence concerning as the Collateral that the Lender Agent may reasonably request from time and (ii) takes all action reasonably satisfactory to time the Collateral Agent to enable it maintain the security interest of the Collateral Agent in the Collateral. (o) Upon Pledgor acquiring or forming any subsidiary, the Pledgor shall amend Schedule A attached hereto to enforce the provisions include such subsidiary and such subsidiary shall thenceforth be treated hereunder for all purposes as a Pledged Subsidiary and all shares of this AgreementCapital Stock or other equity securities of such subsidiary issued to Pledgor shall be treated hereunder for all purposes as Pledged Collateral.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and hereby represents, warrants to the Lender as of the date hereof, and covenants with the Lender, as follows: (a) The Except for the security interest and pledge hereunder and any security interest and pledge permitted under the Credit Agreement, (i) the Pledgor has good is the sole legal and marketable title to all beneficial owner of the Collateral, Pledged Securities and holds the Pledged Securities free and clear of any Security Interestlien, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect security interest, encumbrance or restriction on transfer, (ii) there are no restrictions upon the voting rights of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreement, all equity securities included in any of the Pledged Securities have been (other than as may be imposed by any federal, state or local governmental authorities), (iii) the Pledged Securities are duly authorized and validly issued, and are fully paid and non-assessable. The assessable and (iv) the Pledgor has not performed any acts that might prevent the Lender from enforcing any of right to pledge said securities to the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control Agent hereunder free of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Accountencumbrances. (b) The Account Pledgor shall be a promptly pay any and all taxes, assessments and governmental charges upon the Pledged Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned pledged by the Pledgor is credited to hereunder when due other than those contested in good faith by appropriate proceedings for which adequate funds for the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender payment thereof shall have entered into the Account Control Agreementbeen set aside. (c) On The Pledgor shall not sell or otherwise assign, transfer or dispose of the date hereof, the Pledgor will deliver Pledged Securities or any interest therein during such time as they shall be pledged to the Lender Secured Parties as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereundercontemplated hereby. (d) When The Pledgor shall keep the Pledgor delivers all certificates representing Pledged Securities in the form of Certificated Securities free from any lien, security interest or encumbrance and shall take such actions reasonably necessary to the Lender and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on protect such Pledged Securities will be perfected, subject to no prior Security Interests or rights against all claims and demands of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lenderpersons at any time claiming any interest therein. (e) The Security Interest on all Collateral owned by Pledged Securities are duly and validly issued, fully paid and nonassessable and each certificate or instrument evidencing the Pledged Securities is issued in the name of the Pledgor (i) has been validly created, (ii) will attach to each item of such Collateral as described on the date of this Agreement (or, if the Pledgor first obtains rights thereto on a later date, on such later date) or, with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligations.EXHIBIT A. (f) The Pledged Securities represent, and the Pledgor shallis the legal and beneficial holder of, within 10 business days following execution of this Agreement (or such later date as agreed to by the Lender, acting reasonably): (i) enter particulars all of the Security Interests created under this Agreement in its register issued and outstanding shares of charges, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration capital stock of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security InterestBorrower. (g) The Pledgor will promptly give to SCHEDULE A accurately and completely lists the Lender copies Pledgor's correct legal name and principal address and amount of any notices and other communications received by it with respect to Security Entitlements shares of the Borrower's capital stock held in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holderits name. (h) The Pledgor will(a) is a corporation duly formed, from time validly existing and in good standing under the laws of its state of organization or formation, (b) has the power and authority to timeown its properties and to carry on its business as now being conducted and as presently contemplated, at its expense, execute, and (c) has the power and authority to execute and deliver, file and record any statementperform its obligations under, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereofAgreement. (i) The execution and delivery of, and performance by the Pledgor authorizes of its obligations under, this Agreement, have been duly authorized by all requisite corporate action and will not violate any provisions of law, any order, judgment or decree of any court or other agency of government, including, without limitation, the Lender FCC, or any indenture, agreement or other instrument to execute and file such financing statements which the Pledgor is a party or continuation statements in such jurisdictions by which the Pledgor is bound, or constitute (with such descriptions due notice or lapse of collateral and other information set forth therein time or both) a default under, or except as the Lender may deem necessary or desirable for the purposes set forth be permitted under this Agreement, result in the preceding sentence. The creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Pledgor will pay the costs of, or incidental pursuant to, any recording such indenture, agreement or filing of any financing or continuation statements or other documents recorded or filed pursuant heretoinstrument. (j) The Pledgor will not sellThis Agreement and the other agreements and instruments relating hereto constitute the valid and binding obligations of the Pledgor, leaseenforceable against it in accordance with its terms, exchangesubject, assign however, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or otherwise dispose ofthe application of principles of equity, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not whether in any Proceeds arising from such sale action in law or disposition) will cease immediately without any action by the Lender. The Lender willproceeding in equity, at the Pledgor’s expense, execute and deliver subject to the Pledgor such documents as availability of the Pledgor shall reasonably request to evidence the fact that remedy of specific performance or any asset so sold other equitable remedy or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide to the Lender all information and evidence concerning the Collateral that the Lender may reasonably request from time to time to enable it relief to enforce the provisions of this Agreementany right under any such agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and hereby represents, warrants to the Lender as of the date hereof, and covenants with the Lender, as follows: (a) The Except for the security interest and pledge hereunder and any security interest and pledge permitted under the Credit Agreement, (i) the Pledgor has good is the sole legal and marketable title to all beneficial owner of the Collateral, Pledged Securities and holds the Pledged Securities free and clear of any Security Interestlien, other than Permitted Liens. Schedule 1 lists all Equity Interests security interest, encumbrance or restriction on transfer (in Soufun and Security Entitlements in respect the case of Equity Interests in Soufun credited to restrictions on transfer, except as may be imposed by any state or local governmental authorities), (ii) there are no restrictions upon the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreement, all equity securities included in voting rights of any of the Pledged Securities have been (other than as may be imposed by any state or local governmental authorities), (iii) the Pledged Securities are duly authorized and validly issued, and are fully paid and non-assessable. The assessable and (iv) the Pledgor has not performed any acts that might prevent the Lender from enforcing any of right to pledge said securities to the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control Agent hereunder free of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Accountencumbrances. (b) The Account Pledgor shall be a promptly pay any and all taxes, assessments and governmental charges upon the Pledged Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned pledged by the Pledgor is credited to hereunder when due other than those contested in good faith by appropriate proceedings for which adequate funds for the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender payment thereof shall have entered into the Account Control Agreementbeen set aside. (c) On The Pledgor shall not sell or otherwise assign, transfer or dispose of the date hereof, the Pledgor will deliver Pledged Securities or any interest therein during such time as they shall be pledged to the Lender Secured Parties as Collateral hereunder all certificates representing Pledged Securities in the form of Certificated Securities, as identified under Schedule 1. Thereafter, to the extent required under the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereundercontemplated hereby. (d) When The Pledgor shall keep the Pledgor delivers all certificates representing Pledged Securities in the form of Certificated Securities to the Lender free from any lien, security interest or encumbrance except for that which is provided hereby and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on shall defend such Pledged Securities will be perfected, subject to no prior Security Interests or rights against all claims and demands of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Lenderpersons at any time claiming any interest therein. (e) The Security Interest on all Collateral owned by Pledged Securities are duly and validly issued, fully paid and nonassessable and each certificate or instrument evidencing the Pledged Securities is issued in the name of the Pledgor (i) has been validly created, (ii) will attach to each item of such Collateral as described on the date of this Agreement (or, if the Pledgor first obtains rights thereto on a later date, on such later date) or, with respect to any Equity Interests identified in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement and (iii) when so attached, will secure all the Secured Obligations.EXHIBIT A. (f) The Pledgor shall, within 10 business days following execution of this Agreement (or such later date as agreed to by the Lender, acting reasonably): (i) enter particulars of the Security Interests created under this Agreement in its register of charges, as required by the BVI ActPledged Securities represent, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration of the Security Interest created by this Agreement with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to Section 163 of the BVI Act by making the required filing in the approved form, and provide written confirmation to the Lender that such filing has been made. Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement of the Security Interest. (g) The Pledgor will promptly give to the Lender copies of any notices and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor willlegal and beneficial holder of, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control all of the Collateral or (iii) enable the Lender to exercise issued and enforce any of its rights, powers and remedies with respect to the Collateral. Without limiting the generality outstanding capital stock of the foregoing, with respect to any Equity Interests identified in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement as the Lender may reasonably require in order to subject such Equity Interests to the terms hereofBorrower. (i) The Pledgor authorizes the Lender to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral and other information set forth therein as the Lender may deem necessary or desirable for the purposes set forth in the preceding sentence. The Pledgor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto. (j) The Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral, except as permitted under the Note Purchase Agreement. Concurrently with any sale, lease or other disposition permitted under the Note Purchase Agreement, the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security Interest. (k) The Pledgor will, promptly upon request, provide to the Lender all information and evidence concerning the Collateral that the Lender may reasonably request from time to time to enable it to enforce the provisions of this Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents and warrants to the Lender as of the date hereofwarrants, covenants and covenants with the Lender, as followsagrees that: (a) The Pledgor has good is the legal and marketable title to all beneficial owner of the Pledged Collateral, holds the Pledged Collateral free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited Liens (except for the security interest granted hereunder to the Account required Trustee for the benefit of Holders), and has not made and will not make any other pledge, assignment, mortgage, hypothecation or transfer of the Pledged Collateral. The Pledged Securities are not subject to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreementany put, all equity securities included call, option or other right in the favor of any other person whatsoever. (b) The Pledged Securities have been duly authorized and validly issued, issued and are fully paid and non-assessable. The Pledgor Pledged Debt has not performed any acts that might prevent been duly authorized, authenticated or issued and delivered, and is the Lender from enforcing any legal, valid and binding obligation of the provisions of this Agreement. No financing statementissuers thereof, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral and is on file or of record not in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account. (b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodian and the Lender shall have entered into the Account Control Agreementdefault. (c) On The pledge of the date hereofPledged Collateral pursuant to this Pledge Agreement creates a valid and, upon delivery of the Pledgor will deliver Pledged Securities to the Lender as Collateral hereunder all certificates representing Pledged Securities Trustee, perfected first priority security interest in the form of Certificated Pledged Securities, as identified under Schedule 1. Thereafter, to securing the extent required under indefeasible payment and performance in full of the Note Purchase Agreement, the Pledgor shall promptly deliver any other certificate representing a Pledged Security in the form of a Certificated Security to the Lender as Collateral hereunderIndenture Obligations. (d) When The pledge of the Pledgor delivers all certificates representing Pledged Securities Debt pursuant to this Pledge Agreement, upon filing of a UCC-1 financing statement, creates a valid and perfected first priority security interest in the form Pledged Debt securing the indefeasible payment and performance in full of Certificated Securities to the Lender and complies with the second sentence of this Section 3(d) in connection with such delivery, (i) the Security Interest on such Pledged Securities will be perfected, subject to no prior Security Interests or rights of others, (ii) the Lender will have Control of such Certificated Securities and (iii) the Lender will be a protected purchaser (within the meaning of UCC-Section 8-303) thereof. All certificates delivered under this Section 3(d) will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the LenderIndenture Obligations. (e) The Security Interest on Pledgor has the valid right and legal authority to pledge the Pledged Collateral in the manner hereby done or contemplated and will defend its title hereto against the claims of all Collateral owned by persons whomsoever and shall maintain and preserve the Pledgor (i) has been validly created, (ii) will attach to each item of such Collateral on the date of this Agreement (or, if the Pledgor first obtains rights thereto on a later date, on such later date) or, security interest granted hereunder with respect to any Equity Interests identified the Pledged Collateral as long as this Pledge Agreement shall remain in clause (ii) of Section 2(a), when required by the terms of the Note Purchase Agreement full force and (iii) when so attached, will secure all the Secured Obligationseffect. (f) The Pledgor shall, within 10 business days following Neither the execution and delivery of this Pledge Agreement (or such later date as agreed to by the Lender, acting reasonably): Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) enter particulars of violate the Security Interests created under this Agreement in its register of chargesPledgor's charter or bylaws, as required by the BVI Act, and after entry of such particulars has been made, provide the Lender with a certified true copy of its updated register of charges; and (ii) effect registration violate the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Pledgor is a party, or, (iii) conflict with any law, order, rule or regulation applicable to the Pledgor of any court or any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Pledgor or its Properties, (iv) or result in or require the creation or imposition of any Lien (other than the Lien contemplated hereby), upon or with respect to any of the Security Interest created property now owned or hereafter acquired by this Agreement with Pledgor, which violation or conflict would have a material adverse effect on the Registrar of Corporate Affairs financial condition, business, assets or liabilities of the British Virgin Islands pursuant to Section 163 Pledgor or on the value of the BVI Act by making Pledged Collateral or a material adverse effect on the required filing security interests hereunder. (g) The Pledged Securities as described in Schedule A attached hereto include all of the approved formissued and outstanding shares of Capital Stock of the Subsidiaries, and provide written confirmation all outstanding options, warrants or other rights to subscribe for or purchase any Property described in subsection 1(a) or any notes, bonds, debentures or other evidences of indebtedness that (i) are at any time convertible into capital stock of the Lender that such filing has been made. Subsidiaries or (ii) have or at any time could by their terms have voting rights with respect to any matters affecting the Subsidiaries. (h) Except for the procedures described above and the performance of the obligations by Soufun under the Registration Rights AgreementApprovals referred to Section 2, no registrationconsent or approval which has not been obtained prior to the date hereof of any other person or entity and no authorization, recordation approval or other action by, and no notice to or filing with any governmental body, agency regulatory authority or official is required in connection with the execution or delivery of this Agreement or the Account Control Agreement securities exchange, was or is necessary for as a condition to the validity or enforceability thereof or for the perfection or due recordation of the Security Interest or for the enforcement pledge hereunder of the Security Interest. (g) The Pledgor will promptly give Pledged Collateral, and subject to the Lender copies receipt of any notices and other communications received by it with respect to Security Entitlements in respect of Financial Assets credited to the Account as to which the Pledgor is the Entitlement Holder. (h) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary in order to (i) create, preserve or perfect the Security Interest, (ii) cause the Lender to have Control of the Collateral or (iii) enable the Lender to exercise and enforce any of its rights, powers and remedies all applicable Approvals with respect to the Collateral. Without limiting exercise of remedies by the generality Trustee hereunder, such pledge is effective to vest in the Trustee the rights of the foregoing, with respect to any Equity Interests identified Trustee in clause (ii) of Section 2(a), the Pledgor shall execute such supplements to this Agreement Pledged Collateral as the Lender may reasonably require in order to subject such Equity Interests to the terms hereofset forth herein. (i) The Pledgor authorizes shall deliver to the Lender Trustee concurrently with the execution of this Pledge Agreement: (i) all certificates, instruments and notes evidencing the Pledged Debt, (ii) all certificates and instruments representing the Pledged Securities described in Schedule A, and (iii) each other item of Pledged Collateral (including all certificates, instruments and notes representing any such Pledged Collateral) immediately upon the Pledgor's acquisition thereof, and in addition, with respect to execute Pledged Securities, immediately upon receipt of applicable Approvals. Any and file all Pledged Securities delivered to the Trustee shall be accompanied by undated duly executed powers in blank and by such financing statements other instruments of transfer or continuation statements in such jurisdictions with such descriptions of collateral and other information set forth therein documents as the Lender Trustee may deem necessary reasonably request and the notes evidencing the Pledged Debt shall be assigned in blank and accompanied by such other instruments of transfer or desirable for documents as the purposes set forth Trustee may reasonably request. Subject to the provisions of Section 2, the Trustee shall have the right (in its discretion) to hold the certificates representing the Pledged Securities and the notes evidencing the Pledged Debt in its own name or in the preceding sentence. The Pledgor will pay name of its nominee, all in form and substance sufficient to make effective the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant heretopledge hereunder and otherwise satisfactory to the Trustee. (j) The Trustee shall at all times have full and free access during normal business hours to all of the books, correspondence and records of the Pledgor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its relating to the Pledged Collateral, except as permitted under and the Note Purchase Agreement. Concurrently with any saleTrustee and its representatives may examine the same, lease or other disposition permitted under take extracts therefrom and make photocopies thereof, and the Note Purchase Agreement, Pledgor agrees to render to the Security Interests on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Lender. The Lender willTrustee, at the Pledgor’s 's cost and expense, execute such clerical and deliver to other assistance as may be reasonably requested by the Pledgor such documents as the Pledgor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Security InterestTrustee with regard thereto. (k) The Pledgor willwill comply in all material respects with all requirements of law applicable to the Pledged Collateral or any part thereof and use its best efforts to obtain all Approvals as may be required to effect any of the granting clauses of this Pledge Agreement. (l) The Pledgor shall not permit any of the Subsidiaries to issue any securities of the type required to be pledged hereunder unless such securities are promptly pledged and delivered hereunder to the Trustee in accordance with Section 3(h). (m) If, while this Pledge Agreement is in effect, any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation, exchange offer, tender offer or other change in the capital structure, including the creation of any subscription or other rights or other Pledged Securities, is declared or made, or proposed to be declared or made, by any of the Subsidiaries or any other issuer of Pledged Collateral, all substituted and additional securities or interest issued with respect to the Pledged Collateral and evidenced by certificates shall, subject to receipt of all applicable Approvals, be endorsed in blank by the Pledgor promptly upon request, provide receipt thereof or otherwise appropriately transferred to the Lender Trustee in negotiable form, and all information and evidence concerning certificates or instruments evidencing such securities shall be delivered to the Collateral that Trustee to be held under the Lender may reasonably request from time to time to enable it to enforce the provisions terms of this Agreement.Pledge Agreement in the same manner as, and as a part of, the Pledged Collateral. All Pledged Securities shall be evidenced by one or more