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

Warranties and Covenants of the Pledgor. (1) The Pledgor represents and warrants to the Pledgee as of the Execution Date, and shall continue to represent and warrant throughout the existence of the Pledge set forth in this Agreement, as follows: 1. the Pledgor has the legal authority to establish a pledge upon the Pledged Shares for the benefit of the Pledgee and there are no other Encumbrances or legal restrictions on the Pledged Shares; 2. the Pledgor has the ability and power to execute and perform his/her obligations under this Agreement; 3. the Pledged Shares have been lawfully and validly issued and are lawfully and validly owned by the Pledgor; 4. the Pledgee acquires a valid and perfected first priority kun-pledge upon the Pledged Shares pursuant to this Agreement; 5. there are no conditions, requirements, or limitations on the Pledgee’s procurement of the Pledge on the Pledged Shares pursuant to this Agreement; 6. the execution and performance of this Agreement by the Pledgor does not violate (i) any applicable Laws, government orders or the Permit applicable to the Pledgor or the Company, (ii) the articles of incorporation, board of directors’ rules and regulations, internal regulations, shareholder meetings or board of directors’ resolutions of the Company, or (iii) any contracts or agreements entered into by the Pledgor or the Company; and 7. the Pledgor’s establishment of the Pledge in accordance with this Agreement is not intended to prejudice the Pledgor’s other creditors, and the Pledgor has no intention to prejudice its other creditors by such actions. (2) The Pledgor shall not, without the prior written consent of the Pledgee, (i) exercise voting rights in such Pledged Shares so as to result in the retirement of such Pledged Shares, and (ii) assign, transfer, sell, pledge or otherwise dispose of, invalidate or render unenforceable the Pledged Shares, or take any action that would prevent or hinder the exercise of the Pledgee’s rights in respect of the Pledged Shares. (3) If the Pledgor acquires additional shares issued by the Company in relation to the Pledged Shares by reason of an additional share issuance or otherwise, the Pledgor shall promptly create a first priority kun-pledge for the benefit of the Pledgee upon such additional shares with the same terms and conditions set forth in Article 2, and the provisions of this Agreement shall apply thereto. (4) The Pledgor shall receive any dividends payable on the Pledged Shares; provided, however, if the Secured Obligations has become due and such Secured Obligations shall remain to be not performed in whole or in part, the Pledgee shall be entitled to directly receive dividends payable on the Pledged Shares and use such proceeds to satisfy such Secured Obligations. In the event where the Pledgee requests the Pledgor to take necessary measures for the Pledgee to exercise the aforementioned right, the Pledgor shall cooperate with the Pledgor by, among others, immediately providing the necessary documents.

Warranties and Covenants of the Pledgor. (1) The Pledgor represents and warrants to the Pledgee as of the Execution Date, and shall continue to represent and warrant throughout during the existence term of the Pledge set forth in this Agreementhereunder, as follows: 1. the Pledgor has the legal authority to establish a Keun-pledge upon the Pledged Shares for the benefit of the Pledgee Pledgee, and there are no other security interests, Encumbrances or legal restrictions of any kind on the Pledged Shares; 2. the Pledgor has the ability and power to execute and perform his/her its obligations under this Agreement; 3. the Pledged Shares have been lawfully and validly issued and are lawfully and validly owned by the Pledgor; 4. the Pledgee acquires a valid and perfected first priority kunKeun-pledge upon the Pledged Shares pursuant to this Agreement; 5. there are no conditions, requirements, or limitations on the Pledgee’s procurement acquisition of the Pledge on the Pledged Shares pursuant to this Agreement; 6. the execution and performance of this Agreement by the Pledgor does will not violate (i) any applicable Laws, government orders order of any Governmental Authority, or the Permit Permits applicable to the Pledgor or the Company, (ii) the articles of incorporation, board of directors’ rules and regulations, internal regulations, shareholder meetings or board of directors’ resolutions of the Company, or (iii) any contracts or agreements entered into by the Pledgor or the Company; and 7. the Pledgor’s establishment of the Pledge in accordance with this Agreement is not intended to prejudice the Pledgor’s other creditors, and the Pledgor has no intention to prejudice its other creditors by such actions. (2) The Pledgor shall not, without the prior written consent of the Pledgee, (i) exercise voting rights in such Pledged Shares so as to result in the retirement of such Pledged Shares, and or (ii) assign, transfer, sell, pledge or otherwise dispose of, invalidate or render unenforceable the Pledged Shares, or take any action that would may prevent or hinder the exercise of the Pledgee’s rights in respect of the Pledged Shares. (3) If the Pledgor acquires additional shares issued by the Company in relation to the Pledged Shares by reason of an additional share issuance or otherwise, the Pledgor shall promptly create a first priority kunKeun-pledge for the benefit of the Pledgee upon such additional shares with on the same terms and conditions set forth in Article 2, and the provisions of this Agreement shall apply theretoto such Keun-pledge. (4) The Pledgor shall receive any dividends payable on the Pledged Shares; provided, however, if the Secured Obligations has become becomes due and such Secured Obligations shall remain to be not performed outstanding in whole or in partpart when due, the Pledgee shall be entitled to directly receive dividends payable on the Pledged Shares and use such proceeds to satisfy such Secured Obligations. In the event where the Pledgee requests the Pledgor to take necessary measures for the Pledgee to exercise the aforementioned right, the Pledgor shall cooperate with the Pledgor by, among others, immediately providing the necessary documents.