Common use of Default Liability Clause in Contracts

Default Liability. 9.1 The Parties agree and acknowledge that if any Party (the “Defaulting Party”) breaches any provision hereunder, or fails to perform or delays in performing any obligations hereunder, such breach, failure or delay shall constitute a default hereunder (the “Default”) and that in such event, the non-defaulting Party/Parties (the “Non-Defaulting Party”) shall have the right to demand the Defaulting Party to cure such Default or take remedial measures within a reasonable time. If the Defaulting Party fails to cure such Default or take remedial measures with such reasonable time or within ten (10) days of the Non-Defaulting Party notifying the Defaulting Party in writing and requesting it to cure such Default, the Non-Defaulting Party may elect, in its (their) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim the Defaulting Party to indemnify the damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If the Defaulting Party is the WFOE, the Non-defaulting Party has right to claim the Defaulting Party to indemnify the damages, provided that in no event shall the Non-defaulting Party have the right to terminate or rescind this Agreement, except that the contrary is provided by the law. 9.2 Notwithstanding any other provisions herein, the effectiveness of this Article shall survive the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting Party”) breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (the a “Default”) and that in ). In such event, event any of the nonother Parties without default (a “Non-defaulting Party/Parties (the “Non-Defaulting Party”) who incurs losses arising from such a Default shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party’s notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, the Non-Defaulting Party may elect, in its then (their) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE 1)the Company shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify all damages if the damages. In order to avoid doubt, the responsibility of shareholders Shareholder or the responsibility between the shareholders and the Company SH MSN is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If the Defaulting Party is the WFOEParty, or (2) the Non-defaulting Party has shall have the right to claim require the Defaulting Party to indemnify the damages, provided that in no event shall otherwise the Non-defaulting Party have the hasn’t any right to terminate termination or rescind release this Agreement, except that Agreement or the contrary is provided entrustment under this Agreement under any circumstances. 8.2 The rights and relieves prescribed in this Agreement are accumulative and don’t exclude any other rights or relieves ruled by the lawlaws. 9.2 8.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting Party”) breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (the a “Default”) and that in ). In such event, event any of the nonother Parties without default (a “Non-defaulting Party/Parties (the “Non-Defaulting Party”) who incurs losses arising from such a Default shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party’s notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, the Non-Defaulting Party may elect, in its then (their) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE 1)the Company shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify all damages if the damages. In order to avoid doubt, the responsibility of shareholders Shareholder or the responsibility between the shareholders and the Company SH Quanshi is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If the Defaulting Party is the WFOEParty, or (2) the Non-defaulting Party has shall have the right to claim require the Defaulting Party to indemnify the damages, provided that in no event shall otherwise the Non-defaulting Party have the hasn’t any right to terminate termination or rescind release this Agreement, except that Agreement or the contrary is provided entrustment under this Agreement under any circumstances. 8.2 The rights and relieves prescribed in this Agreement are accumulative and don’t exclude any other rights or relieves ruled by the lawlaws. 9.2 8.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 The Parties agree and acknowledge that if any Party (the “Defaulting Party”) breaches any provision hereunder, or fails to perform or delays in performing any obligations hereunder, such breach, failure or delay shall constitute a default hereunder (the “Default”) and that in such event, the non-defaulting Party/Parties (the “Non-Defaulting Party”) shall have the right to demand the Defaulting Party to cure such Default or take remedial measures within a reasonable time. If the Defaulting Party fails to cure such Default or take remedial measures with such reasonable time or within ten (10) days of the Non-Defaulting Party notifying the Defaulting Party in writing and requesting it to cure such Default, the Non-Defaulting Party may elect, in its (their) discretion, to do the following: 9.1.1 If if the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim the Defaulting Party to indemnify the damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If if the Defaulting Party is the WFOE, the Non-defaulting Party has right to claim the Defaulting Party to indemnify the damages, provided that in no event shall the Non-defaulting Party have the right to terminate or rescind this Agreement, except that the contrary is provided by the law. 9.2 Notwithstanding any other provisions herein, the effectiveness of this Article shall survive the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting Party”) breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (the a “Default”) and that in ). In such event, event any of the nonother Parties without default (a “Non-defaulting Party/Parties (the “Non-Defaulting Party”) who incurs losses arising from such a Default shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party’s notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, the Non-Defaulting Party may elect, in its then (their) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE 1)the Company shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify all damages if the damages. In order to avoid doubt, the responsibility of shareholders Shareholder or the responsibility between the shareholders and the Company SH Allyes is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If the Defaulting Party is the WFOEParty, or (2) the Non-defaulting Party has shall have the right to claim require the Defaulting Party to indemnify the damages, provided that in no event shall otherwise the Non-defaulting Party have the hasn’t any right to terminate termination or rescind release this Agreement, except that Agreement or the contrary is provided entrustment under this Agreement under any circumstances. 8.2 The rights and relieves prescribed in this Agreement are accumulative and don’t exclude any other rights or relieves ruled by the lawlaws. 9.2 8.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting PartyDEFAULTING PARTY”) breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (a “DEFAULT”). In such event any of the other Parties without default (a “DefaultNON-DEFAULTING PARTY”) and that in who incurs losses arising from such event, the non-defaulting Party/Parties (the “Non-Defaulting Party”) a Default shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party’s notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, then the relevant Non-Defaulting defaulting Party may elect, in shall be entitled to choose at its discretion to (their1) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify the all damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If (2) require specific performance by the Defaulting Party is of this Agreement and indemnification against all damages. 8.2 Without limiting the WFOEgenerality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Exclusive Service Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement. 8.3 The Parties agree and confirm, the Non-defaulting Party has right to claim Shareholders or Target Company shall not request the Defaulting Party to indemnify the damagestermination of this Agreement for whatsoever reason and under whatsoever circumstance, provided that in no event shall the Non-defaulting Party have the right to terminate except otherwise stipulated by laws or rescind this Agreement, except that the contrary is provided by the law. 9.2 8.4 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting Party”) breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (the a “Default”) and that in ). In such event, event any of the nonother Parties without default (a “Non-defaulting Party/Parties (the “Non-Defaulting Party”) who incurs losses arising from such a Default shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party’s notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, the Non-Defaulting Party may elect, in its then (their) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE 1)the Company shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify all damages if the damages. In order to avoid doubt, the responsibility of shareholders Shareholder or the responsibility between the shareholders and the Company SH Kuantong is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If the Defaulting Party is the WFOEParty, or (2) the Non-defaulting Party has shall have the right to claim require the Defaulting Party to indemnify the damages, provided that in no event shall otherwise the Non-defaulting Party have the hasn’t any right to terminate termination or rescind release this Agreement, except that Agreement or the contrary is provided entrustment under this Agreement under any circumstances. 8.2 The rights and relieves prescribed in this Agreement are accumulative and don’t exclude any other rights or relieves ruled by the lawlaws. 9.2 8.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting Party”) breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (the a “Default”) and that in ). In such event, event any of the nonother Parties without default (a “Non-defaulting Party/Parties (the “Non-Defaulting Party”) who incurs losses arising from such a Default shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party’s notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, the Non-Defaulting Party may elect, in its then (their) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE 1)the Company shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify all damages if the damages. In order to avoid doubt, the responsibility of shareholders Shareholder or the responsibility between the shareholders and the Company Baifen Creation is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If the Defaulting Party is the WFOEParty, or (2) the Non-defaulting Party has shall have the right to claim require the Defaulting Party to indemnify the damages, provided that in no event shall otherwise the Non-defaulting Party have the hasn’t any right to terminate termination or rescind release this Agreement, except that Agreement or the contrary is provided entrustment under this Agreement under any circumstances. 8.2 The rights and relieves prescribed in this Agreement are accumulative and don’t exclude any other rights or relieves ruled by the lawlaws. 9.2 8.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 12.1 The Parties agree and acknowledge that confirm that, if any Party (hereinafter the “Defaulting Party”) breaches substantially any provision hereunderof the agreements made under this Agreement, or fails substantially to perform or delays in performing any of the obligations hereunderunder this Agreement, such breach, failure or delay a breach shall constitute a default hereunder under this Agreement (the hereinafter a “Default”) and that in such event), then the non-defaulting Party/Parties Party (hereinafter the “Non-Defaulting defaulting Party”) shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the Non-Defaulting other Party notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, the Non-Defaulting then (1) in case of Party may elect, in its (their) discretion, to do the following: 9.1.1 If A being the Defaulting Party, Party is any of Each of Shareholders or the Company, the WFOE B shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify it for the damages. In order to avoid doubt, the responsibility damage; (2) in case of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If Party B being the Defaulting Party is the WFOEParty, the Non-defaulting Party has shall have the right to claim terminate this Agreement and require the Defaulting Party to indemnify it for the damagesdamage, provided that in and under no event circumstances shall the Non-defaulting Party have the right to terminate or rescind dissolve this Agreement or the authorization under this Agreement, except that the contrary is provided by the law. 9.2 12.2 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive stand disregarding the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting Party”) breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (the a “Default”) and that in ). In such event, event any of the nonother Parties without default (a “Non-defaulting Party/Parties (the “Non-Defaulting Party”) who incurs losses arising from such a Default shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party’s notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, the Non-Defaulting Party may elect, in its then (their) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE 1)the Company shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify all damages if the damages. In order to avoid doubt, the responsibility of shareholders Shareholder or the responsibility between the shareholders and the Company SH Huxin is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If the Defaulting Party is the WFOEParty, or (2) the Non-defaulting Party has shall have the right to claim require the Defaulting Party to indemnify the damages, provided that in no event shall otherwise the Non-defaulting Party have the hasn’t any right to terminate termination or rescind release this Agreement, except that Agreement or the contrary is provided entrustment under this Agreement under any circumstances. 8.2 The rights and relieves prescribed in this Agreement are accumulative and don’t exclude any other rights or relieves ruled by the lawlaws. 9.2 8.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting PartyDEFAULTING PARTY”) breaches materially any provision hereunder, of the provisions herein or fails to perform or delays in performing any of the material obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (a “DEFAULT”). In such event any of the other Parties without default (a “Default”) and that in such event, the nonNON-defaulting Party/Parties (the “Non-Defaulting PartyDEFAULTING PARTY”) shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party’s notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, then (1) if the Non-Defaulting Party may elect, in its (their) discretion, to do the following: 9.1.1 If Shareholders or HONGCHENG EDUCATION is the Defaulting Party Party, HONGCHENG TECHNOLOGY is any of Each of Shareholders or the Company, the WFOE shall have the right entitled to terminate this Agreement and claim require the Defaulting Party to indemnify the all damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company ; (2) if HONGCHENG TECHNOLOGY is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If the Defaulting Party is the WFOEParty, the Non-defaulting Party has right is entitled to claim require the Defaulting Party to indemnify the all damages, provided that but in no event shall the Non-defaulting Party it have the right to terminate or rescind dissolve this Agreement or the entrustment under this Agreement. 8.2 The rights and remedies provided in this Agreement are accumulative, except that the contrary is without precluding other rights or remedies provided by the lawlaws. 9.2 8.3 Notwithstanding any other provisions provision herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 The Parties agree and acknowledge that if any Party (the “Defaulting Party”) substantially breaches any provision hereunder, or substantially fails to perform or substantially delays in performing any obligations hereunder, such breach, failure or delay shall constitute a default hereunder (the “Default”) and that in such event, the non-defaulting Party/Parties Party(ies) (the “Non-Defaulting Party”) shall have the right to demand the Defaulting Party to cure such Default or take remedial measures within a reasonable time. If the Defaulting Party fails to cure such Default or take remedial measures with such reasonable time or within ten (10) days of the Non-Defaulting Party notifying the Defaulting Party in writing and requesting it to cure such Default, the Non-Defaulting Party Party(ies) may elect, in its (theirits(their) discretion, to do the following: 9.1.1 If any Existing Shareholder or the Company is the Defaulting Party is any of Each of Shareholders or the CompanyParty, the WFOE shall have the right be entitled to terminate this Agreement and claim demand the Defaulting Party to indemnify the damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company.damage; 9.1.2 If the Defaulting Party WFOE is the WFOEDefaulting Party, the Non-defaulting Party has right Defaulting Parties shall be entitled to claim demand the Defaulting Party to indemnify the damagesfor damage, provided that unless otherwise stipulated by law, the Non-Defaulting Parties shall in no event shall the Non-defaulting Party have the right be entitled to terminate or rescind revoke this Agreement, except that the contrary is provided by the law. 9.2 Notwithstanding any other provisions hereinhereof, the effectiveness validity of this Article section shall survive the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting Party”"DEFAULTING PARTY") breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (a "DEFAULT"). In such event any of the “Default”other Parties without default (a "NON-DEFAULTING PARTY") and that in who incurs losses arising from such event, the non-defaulting Party/Parties (the “Non-Defaulting Party”) a Default shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party's notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, then the relevant Non-Defaulting defaulting Party may elect, in shall be entitled to choose at its discretion to (their1) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify the all damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If (2) require specific performance by the Defaulting Party is of this Agreement and indemnifation against all damages. 8.2 Without limiting the WFOEgenerality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement. 8.3 The Parties agree and confirm, the Non-defaulting Party has right to claim Shareholders or Target Company shall not request the Defaulting Party to indemnify the damagestermination of this Agreement for whatsoever reason and under whatsoever circumstance, provided that in no event shall the Non-defaulting Party have the right to terminate except otherwise stipulated by laws or rescind this Agreement, except that the contrary is provided by the law. 9.2 8.4 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 10.1 The Parties agree and acknowledge that confirm that, if any Party (the “Defaulting Party”"DEFAULTING PARTY") breaches substantially any provision hereunderof the agreements made under this Agreement, or fails substantially to perform or delays in performing any of the obligations hereunderunder this Agreement, such breach, failure or delay a breach shall constitute a default hereunder under this Agreement (the “Default”) and that in such eventa "DEFAULT"), then the non-defaulting Party/Parties (the “Non-Defaulting Party”) Party whose interest is damaged thereby shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the Nonnon-Defaulting defaulting Party notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, then the Nonnon-Defaulting defaulting Party may electshall have the right, in at its (their) own discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to (1) terminate this Agreement and claim require the Defaulting Party to indemnify it fully for the damages. In order to avoid doubt, damage; or (2) demand the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility enforcement of the other existing shareholders or the Company. 9.1.2 If the Defaulting Party is the WFOE, the Non-defaulting Party has right to claim Party's obligations hereunder and require the Defaulting Party to indemnify it fully for the damages, provided that in no event shall the Non-defaulting Party have the right to terminate or rescind this Agreement, except that the contrary is provided by the lawdamage. 9.2 10.2 The Parties agree that any of the following events shall be deemed to have constituted the Default: (1) Any of the Licensed Advertisement Companies or their respective shareholders breach any provisions of the Shareholder's Voting Rights Proxy Agreement entered into by it with Licensor on March 28, 2005; (2) the shareholders of any of the Licensed Advertisement Companies breach any provisions of the Call Option Agreement entered into by it with Licensor on March 28, 2005; (3) the shareholders of Focus Media Technology breach any provisions of the Loan Agreement entered into by them respectively with the Licensor on March 28, 2005 or (4) The Licensees breach any provisions of the Technology License and Service Agreement entered into by them any Focus Media Digital Information Technology (Shanghai) Co., Ltd.(hereinafter "FOCUS MEDIA DIGITAL"), a company with limited liability incorporated in accordance with PRC laws and whose domicile is ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇.▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Changning District, Shanghai Municipility on March 28, 2005. Trademark License Contract(Eng)050331-CT 10.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article 10 shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting Party”) breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (the a “Default”) and that in ). In such event, event any of the non-defaulting Party/other Parties without default (the a “Non-Defaulting Party”) who incurs losses arising from such Default shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party Party’s notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, then the relevant Non-Defaulting Party may elect, in shall be entitled to choose at its discretion to (theiri) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify the all damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If (ii) require specific performance by the Defaulting Party is the WFOEof this Agreement and indemnification against all damages suffered. 8.2 The Parties agree and confirm, the Non-defaulting Party has right to claim Shareholder or Gridsum Holdco shall not request the Defaulting Party to indemnify the damagestermination of this Agreement for whatsoever reason and under whatsoever circumstance, provided that in no event shall the Non-defaulting Party have the right to terminate except otherwise stipulated by laws or rescind this Agreement, except that the contrary is provided by the law. 9.2 8.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 The Parties agree and acknowledge that confirm that, if any Party of the Existing Shareholders (hereinafter the “Defaulting Party”, and other non-defaulting party, the "Non-Defaulting Party") breaches substantially any provision of the provisions herein or omits substantially to perform any of the obligations hereunder, or fails substantially to perform or delays in performing any of the obligations hereunderunder this Agreement, such breach, failure a breach or delay omission shall constitute a default hereunder under this Agreement (the hereinafter a “Default”) and that in such event), the non-defaulting Party/Parties (the “then Non-Defaulting Party”) Party shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of after the Defaulting Party notified in writing and required to rectify the Default, then Non-Defaulting Party notifying shall have the Defaulting Party in writing and requesting it right at its own discretion to cure such Default, select any of the Non-Defaulting Party may elect, in its (their) discretion, to do the followingfollowing remedial measures: 9.1.1 If the 9.9.1 if Defaulting Party is any of Each of Shareholders or the CompanyExisting Shareholders, the WFOE shall have the H▇▇ ▇▇▇▇ has a right to terminate this Agreement and claim require the Defaulting Party to indemnify it for all the damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company.; 9.1.2 If the 9.9.2 if Defaulting Party is the WFOEH▇▇ ▇▇▇▇, the Non-defaulting Defaulting Party has a right to claim require the Defaulting Party to indemnify it for all the damages, however, unless otherwise provided that in by law, it has no event shall the Non-defaulting Party have the right to terminate or rescind this AgreementAgreement in any case. 9.2 The rights and remedies set out herein shall be cumulative, except that the contrary is and shall not preclude any other rights or remedies provided by the law. 9.2 9.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive stand disregarding the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (hereinafter the “Defaulting Party”) breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (the hereinafter a “Default”) and that in ). In such event, event any of the non-defaulting Party/other Parties without default (the a “Non-Defaulting defaulting Party”) shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party’s notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, the Non-Defaulting Party may elect, in its then (their1) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE H▇▇ ▇▇▇▇ shall have the right be entitled to terminate this Agreement and claim require the Defaulting Party to indemnify the damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If damages in case the Defaulting Party is either a Shareholder or the WFOECompany, or (2) the Non-defaulting Party has right is entitled to claim require the Defaulting Party to indemnify the damagesdamages in case such Defaulting Party is H▇▇ ▇▇▇▇, provided that in no event shall the Non-defaulting Party have the right shall in no circumstance be entitled to terminate or rescind cancel this AgreementAgreement or the trust hereunder. 8.2 The rights and remedies set out herein shall be cumulative, except that the contrary is and shall not preclude any other rights or remedies provided by the law. 9.2 8.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting Party”"DEFAULTING PARTY") breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (a "DEFAULT"). In such event any of the “Default”other Parties without default (a "NON-DEFAULTING PARTY") and that in who incurs losses arising from such event, the non-defaulting Party/Parties (the “Non-Defaulting Party”) a Default shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party's notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, then the relevant Non-Defaulting defaulting Party may elect, in shall be entitled to choose at its discretion to (their1) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify the all damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If (2) require specific performance by the Defaulting Party is the WFOE, the Non-defaulting Party has right to claim the Defaulting Party to indemnify the of this Agreement and indemnifation against all damages, provided that . 8.2 Regardless otherwise stipulated in no event shall the Non-defaulting Party have the right to terminate or rescind this Agreement, except the event that Shareholders transfer the contrary is provided by equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the lawShareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion of the above transfer. 9.2 8.3 The Parties agree and confirm, the Shareholders or Century Shenghuo shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 12.1 The Parties agree and acknowledge that that, if any Party (hereinafter the “Defaulting Party”) breaches substantially any provision hereunderof the agreements made under this Agreement, or fails substantially to perform or delays in performing any of the obligations hereunderunder this Agreement, such breach, failure or delay a breach shall constitute a default hereunder under this Agreement (the hereinafter a “Default”) and that in such event), then the non-defaulting Party/Parties Party (hereinafter the “Non-Defaulting defaulting Party”) shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the Non-Defaulting other Party notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, the Non-Defaulting then (1) in case of Party may elect, in its (their) discretion, to do the following: 9.1.1 If A being the Defaulting Party, Party is any of Each of Shareholders or the Company, the WFOE B shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify it for the damages. In order to avoid doubt, the responsibility damage; (2) in case of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If Party B being the Defaulting Party is the WFOEParty, the Non-defaulting Party has shall have the right to claim terminate this Agreement and require the Defaulting Party to indemnify it for the damagesdamage, provided that in and under no event circumstances shall the Non-defaulting Party have the right to terminate or rescind dissolve this Agreement or the authorization under this Agreement, except that the contrary is provided by the law. 9.2 12.2 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive stand disregarding the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting Party”"DEFAULTING PARTY") breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (a "DEFAULT"). In such event any of the “Default”other Parties without default (a "NON-DEFAULTING PARTY") and that in who incurs losses arising from such event, the non-defaulting Party/Parties (the “Non-Defaulting Party”) a Default shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party's notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, then the relevant Non-Defaulting defaulting Party may elect, in shall be entitled to choose at its discretion to (their1) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim require the Defaulting Party to indemnify the all damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If (2) require specific performance by the Defaulting Party is of this Agreement and indemnification against all damages. 8.2 Without limiting the WFOEgenerality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by HEZL of the Management Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by HEZL of this Agreement. 8.3 The Parties agree and confirm, the Non-defaulting Party has right to claim Shareholder or HEZL shall not request the Defaulting Party to indemnify the damagestermination of this Agreement for whatsoever reason and under whatsoever circumstance, provided that in no event shall the Non-defaulting Party have the right to terminate except otherwise stipulated by laws or rescind this Agreement, except that the contrary is provided by the law. 9.2 8.4 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (hereinafter the “"Defaulting Party”") breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (hereinafter a "Default"). In such event any of the “Default”) and that in such event, the nonother Parties without default (a "Non-defaulting Party/Parties (the “Non-Defaulting Party”") shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party's notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, the Nonthen (1) Wholly-Defaulting Party may elect, in its (their) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE Owned Company shall have the right be entitled to terminate this Agreement and claim require the Defaulting Party to indemnify the damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If damages in case the Defaulting Party is the WFOEa Shareholder or T2 Entertainment, or (2) the Non-defaulting Party has right is entitled to claim require the Defaulting Party to indemnify the damages, provided that damages in case such Defaulting Party is Wholly-Owned Company. The Shareholders or T2 Entertainment shall in no event shall the Non-defaulting Party have the right circumstance be entitled to terminate or rescind cancel this AgreementAgreement or the trust hereunder. 8.2 The rights and remedies set out herein shall be cumulative, except that the contrary is and shall not preclude any other rights or remedies provided by the law. 9.2 8.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive stand disregarding the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (the “Defaulting PartyDEFAULTING PARTY”) breaches materially any provision hereunder, of the provisions herein or fails to perform or delays in performing any of the material obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (a “DEFAULT”). In such event any of the other Parties without default (a “Default”) and that in such event, the nonNON-defaulting Party/Parties (the “Non-Defaulting PartyDEFAULTING PARTY”) shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of the a Non-Defaulting Party defaulting Party’s notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, then (1) if the Non-Defaulting Party may elect, in its (their) discretion, to do the following: 9.1.1 If Shareholders or XIANDAI XINGYE is the Defaulting Party Party, HONGCHENG TECHNOLOGY is any of Each of Shareholders or the Company, the WFOE shall have the right entitled to terminate this Agreement and claim require the Defaulting Party to indemnify the all damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company ; (2) if HONGCHENG TECHNOLOGY is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If the Defaulting Party is the WFOEParty, the Non-defaulting Party has right is entitled to claim require the Defaulting Party to indemnify the all damages, provided that but in no event shall the Non-defaulting Party it have the right to terminate or rescind dissolve this Agreement or the entrustment under this Agreement. 8.2 The rights and remedies provided in this Agreement are accumulative, except that the contrary is without precluding other rights or remedies provided by the lawlaws. 9.2 8.3 Notwithstanding any other provisions provision herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 The 1. Parties agree and acknowledge that confirm that, if any either Party (the “Defaulting Party”) breaches is in breach of any provision hereunder, provisions herein or fails to perform or delays in performing any its obligations hereunder, such breach, breach or failure or delay shall constitute a default hereunder under this Agreement (the “Default”) and that in such event), which shall entitle the non-defaulting Party/Parties (the “Non-Defaulting Party”) shall have the right Party to demand request the Defaulting Party to cure rectify or remedy such Default or take remedial measures within with a reasonable period of time. If the Defaulting Party fails to cure rectify or remedy such Default or take remedial measures with such within the reasonable period of time or within ten (10) 30 days of non-defaulting Party’s written notice requesting for such rectification or remedy, then the Nonnon-Defaulting defaulting Party notifying shall be entitled to elect any one of the Defaulting Party in writing and requesting it to cure such Default, the Non-Defaulting Party may elect, in its following remedial actions: (theira) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim request the Defaulting Party to indemnify fully compensate its losses and damages; (b) to request the damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If specific performance by the Defaulting Party is the WFOE, the Non-defaulting Party has right to claim of its obligations hereunder and request the Defaulting Party to indemnify the damages, provided that in no event shall the Nonfully compensate non-defaulting Party’s losses and damages. 2. No waiver of rights in respect of any default hereunder shall be valid unless it was made in writing. Any failure to exercise or delay in exercising any rights or remedy by any Party have under this Agreement shall not be deemed as a waiver of such Party. Any partial exercise of any right or remedy shall not affect the right exercise of any other rights and remedies. 3. Party B shall fully compensate Party A for its losses that are caused by or may be caused by Party A’s act of supplying service, including but not limited to terminate any losses caused by legal suits, recovery, arbitration, claims and administrative investigation and penalties with the exceptions of the losses caused by Party A’s intentional misconduct or rescind gross negligence. 4. The validity of this Agreement, except that the contrary is provided Section shall not be affect by the law. 9.2 Notwithstanding any other provisions herein, the effectiveness of this Article shall survive the suspension termination or termination rescission of this Agreement.

Default Liability. 9.1 Clause 15 15.1 The Parties agree and acknowledge that if any Guarantor fails to complete the guarantee formalities (whether caused by Party (A or the “Defaulting Party”) breaches any provision hereunderGuarantor), or Party A fails to complete the drawdown procedures at Party B’s business offices as scheduled and such failure is not remedied within 30 days (including statutory holidays, Saturday and Sunday). Party B has the right to demand penalty based on the amount in default, the actual number of days elapsed and the Default Interest Rate. In addition, Party B has the right to rescind this Agreement. 15.2 Party A fails to pay in time in accordance with this Agreement any sums hereunder and thereunder when due. 15.3 The balance sheet and income statement furnished by Party A to Party B are falsified or have concealed material facts. Party A refuses the investigation, enquiry and supervision of Party B in connection with its use of proceeds under this Agreement, production, operation and financial activities. Any representation or warranty made or deemed to be made by Party A in this Agreement is or proves to have been false, incorrect or misleading in any material respect when made or deemed to be made. 15.4 Party A explicitly states or expresses through its acts that it shall not perform this Agreement or any one of the obligations in other commitments, or the guarantor is in breach of any one of its obligations under the guarantee agreement. 15.5 Party A is in default of any one of the representations and warranties made in Article 7 of this Agreement, any other agreements signed between Party A and Party B, any contract or agreement to which Party A is one of the parties or any unilateral commitment or guarantee, thus constituting a default on other loan obligations or actually or probably accelerating the maturity of other loans. 15.6 Party A fails to use the proceeds for the purpose stipulated in this Agreement or withdraw the loan proceeds pursuant to Article 4 of this Agreement. 15.7 Party A fails to provide a new guarantee as demanded by Party B if there occurs a material adverse change in the condition of guarantee adversely affecting the debt of Party B, including without limitation the guarantee agreement or other forms of guarantee not being in full force and effect or being void or rescinded, the guarantor failing to possess part or all of its guarantee ability or explicitly expressing its intention not to perform or delays in performing any obligations hereunder, such breach, failure or delay shall constitute a default hereunder (the “Default”) and that in such eventcomply with its guarantee obligations, the non-defaulting Party/Parties (guarantor failing to duly perform or observe any of its obligations or commitments under the “Non-Defaulting Party”) guarantee agreement or other commitment to which it is a party, or the mortgaged or pledged property or assets being damaged, lost, impaired or diminishing in value. 15.8 There is a material change in Party A’s financial condition or a breach of the financial covenants under this Agreement by Party A. 15.9 Party A evades the requirement that loan proceeds be disbursed via entrusted payment by means of decentralization of its operation. 15.10 Party A’s Designated Account or Loan Repayment Account under this Agreement is frozen or any amount is deducted from either of the aforementioned accounts by the relevant authority, or there is litigation, arbitration, administrative penalties and judicial and administrative proceedings against Party A which may adversely affect Party A’s performance of this Agreement. 15.11 Party A fails to rectify any other material unfavorable conditions within the prescribed time required by Party B. Upon the occurrence of any aforementioned event of default, Party B may exercise all of its rights under this Agreement, declare the entire loan under this Agreement to be due and payable at once, demand immediate repayment of the amounts already disbursed and cease extending the remaining tranche of the loan. Upon the occurrence of an Event of Default by Party A, Party B may take legal proceeding against Party A. Party A shall bear on a full indemnity basis all litigation, attorney, travelling and debt/ guarantee enforcement expenses in connection with the legal proceeding. Provided that Party A has performed all its obligations under this Agreement, it shall have the right to demand the Defaulting liquidated damages from Party to cure such Default or take remedial measures within a reasonable time. If the Defaulting B if Party B fails to cure such Default or take remedial measures make the loan proceeds available on the prescribed date and in the prescribed amount. The liquidated damages shall be calculated with such reasonable time or within ten (10) days of reference to the Non-Defaulting Party notifying the Defaulting Party in writing and requesting it to cure such Defaultdefault amount, the Non-Defaulting Party may elect, in its (their) discretion, to do the following: 9.1.1 If the Defaulting Party is any actual number of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim the Defaulting Party to indemnify the damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders days elapsed and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the CompanyDefault Interest Rate. 9.1.2 If the Defaulting Party is the WFOE, the Non-defaulting Party has right to claim the Defaulting Party to indemnify the damages, provided that in no event shall the Non-defaulting Party have the right to terminate or rescind this Agreement, except that the contrary is provided by the law. 9.2 Notwithstanding any other provisions herein, the effectiveness of this Article shall survive the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that confirm that, if any Party (the “Defaulting PartyDEFAULTING PARTY”) breaches substantially any provision hereunderhereof, or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, breach or failure or delay shall constitute a default hereunder (the ( “DefaultDEFAULT”) and that in such event), then the non-defaulting Party/Parties (the “Non-Defaulting Party”) Party shall have the right to demand require the Defaulting Party to cure such Default or take remedial measures make remedy within a reasonable timereasonably specified period. If the Defaulting Party fails to cure such Default or take remedial measures with make remedy within such reasonable time period or within ten (10) days of after the Nonnon-Defaulting defaulting Party notifying the Defaulting Party in writing and requesting requiring it to cure such Defaultmake remedy, then the Nonnon-Defaulting defaulting Party may electshall have the right, in at its (their) sole discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to (1) terminate this Agreement and claim require the Defaulting Party to indemnify the damages. In order keep it fully indemnified; or (2) to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If require specific performance by the Defaulting Party is of this Agreement and to keep it fully indemnified. 8.2 Without limiting the WFOEgenerality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Exclusive Service Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement. 8.3 The Parties agree and confirm, the Non-defaulting Party has right to claim Shareholders or Target Company shall not request the Defaulting Party to indemnify the damagestermination of this Agreement for whatsoever reason and under whatsoever circumstance, provided that in no event shall the Non-defaulting Party have the right to terminate except otherwise stipulated by laws or rescind this Agreement, except that the contrary is provided by the law. 9.2 8.4 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 11.1 The Parties agree and acknowledge that confirm that, if any Party (hereinafter the “Defaulting Party”) breaches commits material breach of any provision hereunderhereof, or materially fails to perform or delays in performing any obligations obligation hereunder, such breach, breach or failure or delay shall constitute a default hereunder under this Agreement (the hereinafter a “Default”) and that in such event), any of the non-defaulting Party/other Parties without default (hereinafter the “Non-Defaulting defaulting Party”) shall have the right is entitled to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of following the written notice issued by the Non-Defaulting defaulting Party notifying and the Defaulting Party rectification requirement, and in writing and requesting it to cure such Default, the Non-Defaulting Party may elect, in its (their) discretion, to do the following: 9.1.1 If case the Defaulting Party is any of Each of Shareholders the Existing Shareholder or the Company, the WFOE Non-defaulting Party shall have the right be entitled to decide, at its own discretion: (1) to terminate this Agreement and claim require the Defaulting Party to indemnify all the damages. In order , or (2) to avoid doubt, request the responsibility Defaulting Party to continue the performance of shareholders or its obligations hereunder and require the responsibility between Defaulting Party to indemnify all the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. 9.1.2 If damages; in case the Defaulting Party is the WFOE, the Non-defaulting Party has right is entitled to claim request the Defaulting Party to continue the performance of its obligations hereunder, and require the Defaulting Party to indemnify all the damages, provided . 11.2 The Parties agree and confirm that in no event circumstances shall the Non-defaulting Party have Existing Shareholder and the right to terminate Company demand for termination of this Agreement with any cause. 11.3 The rights and remedies set out herein shall be cumulative, and shall not preclude any other rights or rescind this Agreement, except that the contrary is remedies provided by the law. 9.2 11.4 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive the suspension or termination of this Agreement.

Default Liability. 9.1 The Parties agree and acknowledge that confirm that, if any Party of the Parties (hereinafter the “Defaulting Party”) breaches substantially any provision hereunder, of the provisions herein or fails substantially to perform or delays in performing any of the obligations hereunder, such breach, a breach or failure or delay shall constitute a default hereunder under this Agreement (the hereinafter a “Default”) and that in ). In such event, event any of the non-defaulting Party/other Parties without default (the a “Non-Defaulting defaulting Party”) shall have the right be entitled to demand require the Defaulting Party to cure reveise such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of receiving the written notice of the Non-Defaulting defaulting Party notifying the Defaulting Party in writing and requesting it to cure such Default, the Non-Defaulting Party may elect, in its (their) discretion, to do the followingthereof: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the The WFOE shall have has the right to terminate this Agreement and claim require the Defaulting Party to indemnify all the damages. In order to avoid doubt, provided that the responsibility Default Party is either of shareholders Shareholder or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company.; 9.1.2 If the Defaulting Party is the WFOEUnless otherwise provided by law, the Non-defaulting Party has the right to claim require the Defaulting Default Party to indemnify all the damages, provided that in no event shall the Default Party is WFOE. And Non-defaulting Party shall not have the any right at any time to terminate or rescind dissolve this Agreement, except that the contrary is provided by the law. 9.2 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive the suspension or termination of this Agreement.

Default Liability. 9.1 11.1 The Parties agree and acknowledge that confirm that, if any Party (hereinafter the “"Defaulting Party”") breaches substantially any provision hereunderof the agreements made under this Agreement, or fails substantially to perform or delays in performing any of the obligations hereunderunder this Agreement, such breach, failure or delay a breach shall constitute a default hereunder under this Agreement (the “hereinafter a "Default”) and that in such event"), then the non-defaulting Party/Parties (the “Non-Defaulting Party”) Party shall have the right to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of following the Non-Defaulting other Party notifying the Defaulting Party in writing and requesting requiring it to cure such rectify the Default, then the Nonnon-Defaulting defaulting Party may elect, in its (their) discretion, to do the following: 9.1.1 If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to choose any one of the following Default remedy methods by itself: In case of Party A being the Defaulting Party, Party B shall have the right to (1) terminate this Agreement and claim require the Defaulting Party to indemnify it for all the damages. In order to avoid doubt, the responsibility of shareholders damage; or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility (2) require specific performance of the other existing shareholders or the Company. 9.1.2 If obligations of the Defaulting Party is the WFOE, the Non-defaulting Party has right to claim hereunder and require the Defaulting Party to indemnify it for all the damagesdamage. In case of Party B being the Defaulting Party, provided that in no event Party A shall the Non-defaulting Party have the right to require specific performance of the obligations of the Defaulting Party hereunder and require the Defaulting Party to indemnify it for all the damage. 11.2 The Parties agree and confirm that Party A shall in no circumstance be entitled to terminate this Agreement for any reason. 11.3 The rights and remedies set out herein shall be cumulative, and shall not preclude any other rights or rescind this Agreement, except that the contrary is remedies provided by the law. 9.2 11.4 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive stand disregarding the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and acknowledge that ackowledge that, if any Party of the Parties (hereinafter the “Defaulting Party”) breaches commits material breach of any provision hereunderhereof, or materially fails to perform or delays in performing any obligations obligation hereunder, such breach, breach or failure or delay shall constitute a default hereunder under this Agreement (the hereinafter a “Default”) and that in ). In such event, any of the non-defaulting Party/other Parties without default (the a “Non-Defaulting defaulting Party”) shall have the right be entitled to demand require the Defaulting Party to cure rectify such Default or take remedial measures within a reasonable timeperiod. If the Defaulting Party fails to cure rectify such Default or take remedial measures with within such reasonable time period or within ten (10) days of receiving the written notice of the Non-Defaulting defaulting Party notifying and the Defaulting Party rectification requirement, and in writing and requesting it to cure such Default, the Non-Defaulting Party may elect, in its (their) discretion, to do the following: 9.1.1 If case the Defaulting Party is any of Each of Shareholders the Shareholder or the Company, the WFOE Non-defaulting Party shall have the right be entitiled to decide, at its own discretion: (1) terminate this Agreement and claim require the Defaulting Party to indemnify all the damages. In order , or (2) to avoid doubt, demand the responsibility of shareholders or Defaulting Party to continue the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility performance of the other existing shareholders or obligations hereunder and require the Company. 9.1.2 If Defaulting Party to indemnify all the damages; in case such Defaulting Party is the WFOE, the Non-defaulting Party has right shall be entitiled to claim demand the Defaulting Party to continue the performance of the obligations hereunder and require the Defaulting Party to indemnify all the damages, provided . 8.2 The Parties agree and acknowledge that the Shareholder or the Company shall in no event shall the Non-defaulting Party have the right circumstance be entitled to terminate demand for termination of this Agreement in advance unless otherwise provided herein or rescind this Agreement, except that the contrary is provided by the pursuant to law. 9.2 8.3 Notwithstanding any other provisions herein, the effectiveness validity of this Article shall survive the suspension or termination of this Agreement.