REPRESENTATIONS AND WARRANTIES OF THE Chargor

(a) it is the exclusive andregistered owner of the Encumbered Assets, and it has not sold, transferred or encumbered or otherwise disposed of or agreed to sell, transfer or encumber or otherwise dispose of any of the Encumbered Assets or any of its rights or benefits in respect of any of the Encumbered Assets or any part thereof, and no third party has any rights in connection with such Encumbered Assets which may limit or hinder the rights of the Chargee created hereunder, except in accordance with the Documents of the Underlying Legal Relationships;

(b) it has all necessary power, has taken all necessary corporate action, has obtained all necessary consents of all competent authorities (if applicable) and has taken all actions necessary or required by the laws and regulations of Hungary or any applicable law to enable it to duly execute this Agreement and to duly perform and/or comply with its obligations arising under this Agreement;

(c) the Encumbered Assets are not subject to any pending or, to the best of its knowledge, threatened litigation, court enforcement or other legal proceedings; the Encumbered Assets are free of litigations, liens, encumbrances and claims;

(d) there subsists no infringement of law, omission that would or could materially reduce the value of the Encumbered Assets;

(e) the Chargor received no notice of legal claims that might have an adverse effect on the title or other right in the Encumbered Assets;

(f) it has obtained all necessary environmental licences, and neither the Chargor nor any other person violated the laws, regulations on environment, and no materials can be found in the Encumbered assets that can be harmful to the environment; and

(g) this Agreement creates a legal, valid and binding first ranking Security over the Encumbered Assets.

The representations set out in this Agreement are made for the first time on the date hereof. All such representations of the Chargor are deemed to be repeated on the date specified in Clause 9.2 of the Master Agreement. When a representation is repeated, it is applied to the circumstances existing at the time of repetition.

The Chargor may continue to possess, use or collect the benefits of the Encumbered Assets during the Security Period subject to the provisions of the Documents of the Underlying Legal Relationships.

(a) take out an Insurance Policy against at least fire and natural hazards up to the credit security value of the Encumbered Assets defined in Clause 3.1 with respect to the Encumbered Assets, or it shall amend the existing insurance and it shall maintain it with such an amount during the Security Period (the " Insurance Policy ") and shall designate the following bank account in the Insurance Policy as place of performance [_]. The Chargor shall provide the Chargee with the Insurance Policy acceptable to the Chargee and the proof of the premium paid under the [Insurance Policy] every year (within thirty (30) days following the last payment in the given calendar year);

(b) keep the Encumbered Assets in good repair and conditions, preserve its condition, prevent all deterioration and damage, and use it according to the rules of reasonable management;

(c) immediately notify the Chargee about all circumstances, physical or legal facts regarding the Encumbered Assets that have adverse effect on the credit security value or marketability thereof as defined in Clause 3.1 or for any other reasons may threaten satisfaction from the Fixed Charge;

(d) take all actions to ensure the enforceability of the Fixed Charge, and to notify the Chargee of insurance events related to the Encumbered Assets within eight (8) days, and to ensure exclusive application of the insurance amount from the Insurance Policy to restore the Encumbered Assets,unless otherwise prescribed by the Finance Documents;

(e) allow and permit the Chargee or the trustee of the Chargee to inspect the existence, proper use of the Encumbered Assets on site, and also that the Chargor complies with its obligations under the Agreement and the law and provide all necessary information, data and assistance in respect of the Encumbered Assets;

(f) upon written notice from the Chargee, within the deadline set out in such written notice, restore the above credit security value of the Encumbered Assets or provide other security deemed to be suitable by the Chargee on the basis of the value of such security if the market value of the Encumbered Assets is reduced for any reasons to an amount less than the credit security value under Clause 3.1 as stipulated herein or if the marketability thereof deteriorates;

(g) provide the Chargee with [the ledger determining the [net book]/[market] value of the Encumbered Assets 5 Business Days after the last Business Day of each [quarter] or any time upon the request of the Chargee]/[the valuation of the Encumbered Assets owned by the Chargor [once a year] or any time upon the request of the Chargee, which valuation is prepared by an independent valuer appointed by Chargee from its list of acclaimed independent valuers based on the [market value]/[liquidation value] of the Encumbered Assets.

(h) immediately notify the Chargee if its name, registered seat change, or if enforcement proceedings are initiated or threatening against it with respect to the Encumbered Assets, or if another chargee exercises its right of satisfaction with respect to the Encumbered Assets without a judicial enforcement; and

(i) immediately notify the Chargee of all compulsory deregistration, enforcement, bankruptcy or liquidation proceedings against it and all changes affecting its economy (financial position, liquidity, debt rate and expiry etc.) or organisational structure that affects the performance of the Documents of the Underlying Legal Relationships, including but not limited to the Master Agreement.

6.3 Unless otherwise agreed by the Parties, the Parties hereby expressly irrevocably acknowledge, that if the insurer shall pay or pays the insurance coverage in case of an occurrence of a peril according to the terms of the Insurance Policy, such claim or sum shall replace the Encumbered Assets to the extent of the deterioration of the Encumbered Assets pursuant to Section 5:104 of the Civil Code and the Fixed Charge shall be deemed to be established over such claim or amount [and such amount shall qualify as cash deposit (in Hungarian " óvadék ") established by the Chargor in favour of the Chargee to secure the Secured Liabilities under Section 5:95 of the Civil Code], which fact does not affect the validity and enforceability of the Fixed Charge under this Agreement to any extent.

During the Security Period the Chargor shall not dispose or otherwise encumber or pledge the Encumbered Assets without the prior written consent of the Chargee. The Chargor shall warrant that prior to the date hereof no lease agreement has been concluded with respect to the Encumbered Assets which is in force on the date hereof or enters into force thereafter and prevents the sale of the Encumbered Assets.

(a) If the Chargor fails to take the necessary steps to protect the Security created by this Agreement at any time, the Chargee shall be entitled to take any such action as the Chargee, in its reasonable discretion, thinks fit for the purpose of protecting and maintaining the Security created by this Agreement. The Chargor hereby irrevocably and unconditionally agrees to fully indemnify the Chargee on demand against any losses, fees, costs and expenses, properly and duly incurred by the Chargee in the protection or attempted protection of the Security created pursuant to this Agreement.

(b) The Chargor shall permit the Chargor and/or its representatives to take any action as the Chargee may consider necessary to protect the interests of the Chargee arising pursuant to this Agreement.

(c) The Chargor shall at its own cost execute all documents and take all steps that may be requested by the Chargee to protect or enforce the Fixed Charge or any part thereof. To this end the Chargor shall in particular perform all assignments and transfers, deliver all notices and ensure all registrations as may be deemed necessary by the Chargee.

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